0001628280-22-021958 | 10-Q | XBRL Viewer

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Cover Page - shares	6 Months Ended
Cover Page - shares	Jun. 30, 2022	Jul. 29, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2022
Document Transition Report	false
Entity File Number	001-39634
Entity Registrant Name	Foghorn Therapeutics Inc.
Entity Incorporation, State	DE
Entity Tax Identification Number	47-5271393
Entity Address, Street Name	500 Technology Square, Ste 700
Entity Address, City	Cambridge
Entity Address, State	MA
Entity Address, Postal Zip Code	02139
City Area Code	617
Local Phone Number	586-3100
Title of each class	Common Stock, $0.0001 par value per share
Trading Symbol(s)	FHTX
Name of each exchange on which registered	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		41,637,407
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Entity Central Index Key	0001822462
Current Fiscal Year End Date	--12-31

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 61,206	$ 101,136
Marketable securities	333,523	53,153
Collaboration receivable	0	300,000
Prepaid expenses and other current assets	5,337	5,273
Total current assets	400,066	459,562
Property and equipment, net	16,459	17,563
Restricted cash	1,733	1,733
Other assets	2,377	2,400
Operating lease right-of-use assets	36,265	38,516
Total assets	456,900	519,774
Current liabilities:
Accounts payable	3,635	3,819
Accrued expenses and other current liabilities	8,096	9,562
Operating lease liabilities	5,669	6,994
Deferred revenue	30,565	28,317
Total current liabilities	47,965	48,692
Operating lease liabilities, net of current portion	49,143	51,338
Deferred revenue, net of current portion	312,072	322,730
Other liabilities	88	143
Total liabilities	409,268	422,903
Commitments and contingencies (Note 9)
Stockholders’ equity:
Preferred stock, $0.0001 par value; 25,000,000 shares authorized at June 30, 2022 and December 31, 2021; no shares issued and outstanding at June 30, 2022 and December 31, 2021	0	0
Common stock, $0.0001 par value; 175,000,000 shares authorized at June 30, 2022 and December 31, 2021; 41,627,912 shares issued and outstanding at June 30, 2022 and 41,299,720 shares issued and outstanding at December 31, 2021	4	4
Additional paid-in capital	369,300	361,133
Accumulated other comprehensive loss	(3,189)	(10)
Accumulated deficit	(318,483)	(264,256)
Total stockholders’ equity	47,632	96,871
Total liabilities and stockholders’ equity	$ 456,900	$ 519,774

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	25,000,000	25,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	175,000,000	175,000,000
Common stock, shares issued (in shares)	41,627,912	41,299,720
Common stock, shares outstanding (in shares)	41,627,912	41,299,720

Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Income Statement [Abstract]
Collaboration revenue	$ 4,490	$ 279	$ 8,410	$ 565
Operating expenses:
Research and development	25,974	18,642	50,482	37,368
General and administrative	7,704	4,898	14,920	9,588
Total operating expenses	33,678	23,540	65,402	46,956
Loss from operations	(29,188)	(23,261)	(56,992)	(46,391)
Other income (expense):
Interest expense	0	(495)	0	(981)
Interest income and other income (expense), net	1,875	645	2,765	1,275
Total other income, net	1,875	150	2,765	294
Net loss	$ (27,313)	$ (23,111)	$ (54,227)	$ (46,097)
Net loss per share attributable to common stockholders—basic (in dollars per share)	$ (0.66)	$ (0.63)	$ (1.31)	$ (1.25)
Net loss per share attributable to common stockholders—diluted (in dollars per share)	$ (0.66)	$ (0.63)	$ (1.31)	$ (1.25)
Weighted average common shares outstanding—basic (in shares)	41,515,305	36,847,435	41,442,746	36,832,439
Weighted average common shares outstanding—diluted (in shares)	41,515,305	36,847,435	41,442,746	36,832,439
Comprehensive loss:
Net loss	$ (27,313)	$ (23,111)	$ (54,227)	$ (46,097)
Other comprehensive loss:
Unrealized losses on marketable securities	(1,995)	(16)	(3,179)	(3)
Total other comprehensive loss	(1,995)	(16)	(3,179)	(3)
Total comprehensive loss	$ (29,308)	$ (23,127)	$ (57,406)	$ (46,100)

Condensed Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Loss	Accumulated Deficit
Beginning balance at Dec. 31, 2020	$ 146,187	$ 4	$ 309,126	$ (7)	$ (162,936)
Beginning balance (in shares) at Dec. 31, 2020		36,790,946
Increase (Decrease) in Stockholders' Equity
Issuance of common stock upon exercise of stock options and employee stock purchase plan	62		62
Issuance of common stock upon exercise of stock options and employee stock purchase plan (in shares)		35,829
Stock-based compensation expense	1,888		1,888
Unrealized losses on marketable securities	13			13
Net loss	(22,986)				(22,986)
Ending balance at Mar. 31, 2021	125,164	$ 4	311,076	6	(185,922)
Ending balance (in shares) at Mar. 31, 2021		36,826,775
Beginning balance at Dec. 31, 2020	146,187	$ 4	309,126	(7)	(162,936)
Beginning balance (in shares) at Dec. 31, 2020		36,790,946
Increase (Decrease) in Stockholders' Equity
Unrealized losses on marketable securities	(3)
Net loss	(46,097)
Ending balance at Jun. 30, 2021	104,190	$ 4	313,229	(10)	(209,033)
Ending balance (in shares) at Jun. 30, 2021		36,861,350
Beginning balance at Mar. 31, 2021	125,164	$ 4	311,076	6	(185,922)
Beginning balance (in shares) at Mar. 31, 2021		36,826,775
Increase (Decrease) in Stockholders' Equity
Issuance of common stock upon exercise of stock options and employee stock purchase plan	111		111
Issuance of common stock upon exercise of stock options and employee stock purchase plan (in shares)		34,575
Stock-based compensation expense	2,042		2,042
Unrealized losses on marketable securities	(16)			(16)
Net loss	(23,111)				(23,111)
Ending balance at Jun. 30, 2021	104,190	$ 4	313,229	(10)	(209,033)
Ending balance (in shares) at Jun. 30, 2021		36,861,350
Beginning balance at Dec. 31, 2021	$ 96,871	$ 4	361,133	(10)	(264,256)
Beginning balance (in shares) at Dec. 31, 2021	41,299,720	41,299,720
Increase (Decrease) in Stockholders' Equity
Issuance of common stock upon exercise of stock options and employee stock purchase plan	$ 384		384
Issuance of common stock upon exercise of stock options and employee stock purchase plan (in shares)		129,895
Stock-based compensation expense	3,244		3,244
Unrealized losses on marketable securities	(1,184)			(1,184)
Net loss	(26,914)				(26,914)
Ending balance at Mar. 31, 2022	72,401	$ 4	364,761	(1,194)	(291,170)
Ending balance (in shares) at Mar. 31, 2022		41,429,615
Beginning balance at Dec. 31, 2021	$ 96,871	$ 4	361,133	(10)	(264,256)
Beginning balance (in shares) at Dec. 31, 2021	41,299,720	41,299,720
Increase (Decrease) in Stockholders' Equity
Unrealized losses on marketable securities	$ (3,179)
Net loss	(54,227)
Ending balance at Jun. 30, 2022	$ 47,632	$ 4	369,300	(3,189)	(318,483)
Ending balance (in shares) at Jun. 30, 2022	41,627,912	41,627,912
Beginning balance at Mar. 31, 2022	$ 72,401	$ 4	364,761	(1,194)	(291,170)
Beginning balance (in shares) at Mar. 31, 2022		41,429,615
Increase (Decrease) in Stockholders' Equity
Issuance of common stock upon exercise of stock options and employee stock purchase plan	1,030		1,030
Issuance of common stock upon exercise of stock options and employee stock purchase plan (in shares)		198,297
Stock-based compensation expense	3,509		3,509
Unrealized losses on marketable securities	(1,995)			(1,995)
Net loss	(27,313)				(27,313)
Ending balance at Jun. 30, 2022	$ 47,632	$ 4	$ 369,300	$ (3,189)	$ (318,483)
Ending balance (in shares) at Jun. 30, 2022	41,627,912	41,627,912

- Definition

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

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- Definition

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

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+ Details

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Cash flows from operating activities:
Net loss	$ (27,313)	$ (23,111)	$ (54,227)	$ (46,097)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Stock-based compensation expense	3,509	2,042	6,753	3,930
Depreciation and amortization expense	800	800	1,630	1,556
Noncash lease expense			2,251	2,162
Noncash interest expense			0	172
Accretion of discount on marketable securities			(294)	(18)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets			(41)	(87)
Collaboration receivable			300,000	0
Accounts payable			(165)	(259)
Accrued expenses and other liabilities			(1,455)	(1,699)
Operating lease liabilities			(3,520)	(725)
Deferred revenue			(8,410)	(565)
Net cash provided by (used in) operating activities			242,522	(41,630)
Cash flows from investing activities:
Purchases of property and equipment			(611)	(3,003)
Purchases of marketable securities			(355,387)	(42,639)
Proceeds from maturities of marketable securities			72,132	119,470
Net cash provided by (used in) investing activities			(283,866)	73,828
Cash flows from financing activities:
Proceeds from issuance of common stock upon exercise of stock options and employee stock purchase plan			1,414	173
Net cash provided by financing activities			1,414	173
Net increase (decrease) in cash, cash equivalents and restricted cash			(39,930)	32,371
Cash, cash equivalents and restricted cash at beginning of period			102,869	94,528
Cash, cash equivalents and restricted cash at end of period	62,939	126,899	62,939	126,899
Supplemental cash flow information:
Cash paid for interest			0	810
Supplemental disclosure of noncash investing and financing information:
Purchases of property and equipment included in accounts payable and accrued expenses			210	75
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents	61,206	125,166	61,206	125,166
Restricted cash	1,733	1,733	1,733	1,733
Total cash, cash equivalents and restricted cash shown in the statement of cash flows	$ 62,939	$ 126,899	$ 62,939	$ 126,899

Nature of Business and Basis of Presentation	6 Months Ended
Nature of Business and Basis of Presentation	Jun. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Business and Basis of Presentation	Nature of Business and Basis of Presentation Foghorn Therapeutics Inc. (the “Company”) is a clinical-stage biopharmaceutical company discovering and developing a new class of medicines targeting genetically determined dependencies within the chromatin regulatory system. The Company uses its proprietary Gene Traffic Control platform to identify, validate and potentially drug targets within the system. The Company was founded in October 2015 as a Delaware corporation. The Company is headquartered in Cambridge, Massachusetts. The Company is subject to risks similar to those of other early-stage companies in the biopharmaceutical industry, including dependence on key individuals, the need to develop commercially viable products, competition from other companies, many of whom are larger and better capitalized, the impact of the COVID-19 pandemic and the need to obtain adequate additional financing to fund the development of its products. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be maintained, that any products developed will obtain required regulatory approval or that any approved products will be commercially viable. Even if the Company’s development efforts are successful, it is uncertain when, if ever, the Company will generate significant revenue from the sale of its products. Going concern The accompanying condensed consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. Since inception, the Company has funded its operations primarily with proceeds from sales of preferred stock, debt financing, an upfront payment of $15.0 million the Company received in July 2020 under a collaboration agreement with Merck Sharp & Dohme Corp. (see Note 8), proceeds from the sale of common stock in the IPO completed in October 2020 and most recently, with sale of common stock in December 2021 under the stock purchase agreement (the "Lilly SPA") with Eli Lilly and Company ("Lilly"). In January 2022, the Company received an upfront payment of $300.0 million pursuant to the collaboration agreement with Lilly (see Note 8). The Company has incurred recurring losses, including net losses of $54.2 million and $46.1 million for the six months ended June 30, 2022 and 2021, respectively. As of June 30, 2022, the Company had an accumulated deficit of $318.5 million. The Company expects to continue to generate operating losses in the foreseeable future. As of the issuance date of these interim condensed consolidated financial statements the Company expects that its cash, cash equivalents and marketable securities will be sufficient to fund its operating expenses and capital expenditure requirements for at least 12 months. The Company will need to obtain additional funding through public or private equity offerings, debt financings, collaborations, strategic alliances and/or licensing arrangements to continue to fund its operations. The Company may not be able to obtain financing on acceptable terms, or at all, and the Company may not be able to enter into collaborative or strategic alliances or licensing arrangements. The terms of any financing may adversely affect the holdings or the rights of the Company’s stockholders. Arrangements with collaborators or others may require the Company to relinquish rights to certain of its technologies or programs. If the Company is unable to obtain funding, the Company could be forced to delay, reduce or eliminate some or all of its research and development programs, pipeline expansion or commercialization efforts, which could adversely affect its business prospects. Although management will continue to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient funding in the future on terms acceptable to the Company to fund continuing operations when needed or at all. Basis of presentation The Company’s condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission for interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”).

Summary of Significant Accounting Policies	6 Months Ended
Summary of Significant Accounting Policies	Jun. 30, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies The accounting policies of the Company are set forth in Note 2 to the consolidated financial statements contained in the Company’s 2021 Annual Report on Form 10-K and the accounting policies followed by the Company for interim financial reporting are consistent with the accounting policies therein. Recently issued accounting pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that the Company adopts as of the specified effective date. The Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected not to “opt out” of the extended transition related to complying with new or revised accounting standards, which means that when a standard is issued or revised and it has different application dates for public and nonpublic companies, the Company can adopt the new or revised standard at the time nonpublic companies adopt the new or revised standard and can do so until such time that the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326). The new standard adjusts the accounting for assets held at amortized costs basis, including marketable securities accounted for as available for sale. The standard eliminates the probable initial recognition threshold and requires an entity to reflect its current estimate of all expected credit losses. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial assets to present the net amount expected to be collected. For public entities, the guidance was effective for annual reporting periods beginning after December 15, 2019 and for interim periods within those fiscal years. For nonpublic entities and emerging growth companies that choose to take advantage of the extended transition period, the guidance is effective for annual reporting periods beginning after December 15, 2020. Early adoption is permitted for all entities. In November 2019, the FASB issued ASU No. 2019-10, which deferred the effective date for nonpublic entities to annual reporting periods beginning after December 15, 2022, including interim periods within those fiscal years. The Company is evaluating when to adopt this standard and the effect the adoption will have on its condensed consolidated financial statements.

Marketable Securities and Fair Value Measurements

6 Months Ended

Jun. 30, 2022

Fair Value Disclosures [Abstract]

Marketable Securities and Fair Value Measurements

As of June 30, 2022, available for sale marketable securities by security type consisted of (in thousands):


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
U.S. treasury notes (due within one year)	$	11,969	$	—	$	(67)	$	11,902
Commercial paper (due within one year)	112,753		—		(535)		112,218
Corporate notes and bonds (due within one year)	91,127		—		(862)		90,265
U.S. treasury notes (due after one year through two years)	2,985		—		(80)		2,905
Corporate notes and bonds (due after one year through three years)	117,878		1		(1,646)		116,233
Total	$	336,712	$	1	$	(3,190)	$	333,523

As of December 31, 2021, available for sale marketable securities by security type consisted of (in thousands):


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Commercial paper (due within one year)	$	36,246	$	—	$	(3)	$	36,243
Corporate notes and bonds (due within one year)	16,917		—		(7)		16,910
Total	$	53,163	$	—	$	(10)	$	53,153

The following tables present the Company’s fair value hierarchy for its assets and liabilities, which are measured at fair value on a recurring basis (in thousands):


	Fair Value Measurements at June 30, 2022 Using:
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	45,771	$	—	$	—	$	45,771

Commercial paper	—		15,434		—		15,434
Marketable securities:
U.S. treasury notes	—		14,807		—		14,807
Commercial paper	—		112,218		—		112,218
Corporate notes and bonds	—		206,498		—		206,498
Total	$	45,771	$	348,957	$	—	$	394,728
	Fair Value Measurements at December 31, 2021 Using:
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	82,252	$	—	$	—	$	82,252
Commercial paper	—		18,496		—		18,496
Marketable securities:
Commercial paper	—		36,243		—		36,243
Corporate notes and bonds	—		16,910		—		16,910
Total	$	82,252	$	71,649	$	—	$	153,901

During the three and six months ended June 30, 2022 and 2021, there were no transfers between Level 1, Level 2 and Level 3.

Property and Equipment, Net

6 Months Ended

Jun. 30, 2022

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

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


	June 30, 2022		December 31, 2021
Laboratory equipment	$	5,162	$	4,889
Furniture and fixtures	815		815
Computer equipment and software	100		100
Leasehold improvements	17,067		17,059
Assets not yet placed in service	274		30
	23,418		22,893
Less: Accumulated depreciation and amortization	(6,959)		(5,330)
	$	16,459	$	17,563

Depreciation and amortization expense was $0.8 million for the three months ended June 30, 2022 and 2021 and $1.6 million for the six months ended June 30, 2022 and 2021

Accrued Expenses and Other Current Liabilities

6 Months Ended

Jun. 30, 2022

Payables and Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

Accrued expenses consisted of the following (in thousands):


	June 30, 2022		December 31, 2021
Accrued employee compensation and benefits	$	2,765	$	5,596
Accrued external research and development expenses	4,184		3,079
Accrued professional fees	875		495

Other	272		392
	$	8,096	$	9,562

Common Stock and Net Loss Per Share

6 Months Ended

Jun. 30, 2022

Equity [Abstract]

Common Stock and Net Loss Per Share

Common Stock

Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are not entitled to receive dividends, unless declared by the board of directors.

Net Loss Per Share

The following common stock equivalents presented based on amounts outstanding at each period end have been excluded from the calculation of diluted net loss per share because including them would have had an anti-dilutive impact:


	June 30,
	2022	2021
Stock options to purchase common stock	7,854,006	6,378,714
Warrants to purchase common stock	18,445	18,445
	7,872,451	6,397,159

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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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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-Name Accounting Standards Codification
-Topic 505
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-Paragraph 13
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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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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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
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-Subparagraph (SX 210.3-04)
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
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-Paragraph 18
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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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
-Publisher FASB
-Name Accounting Standards Codification
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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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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+ Details

Stock-Based Compensation

6 Months Ended

Jun. 30, 2022

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

2016 Stock Incentive Plan

The Company’s 2016 Stock Incentive Plan (the “2016 Plan”) provided for the Company to grant incentive stock options or nonqualified stock options and other equity awards to employees, directors and consultants of the Company. Upon the

effectiveness of the 2020 Equity Incentive Plan (the “2020 Plan”) in October 2020, the Company ceased granting additional awards under the 2016 Plan.

2020 Equity Incentive Plan

The 2020 Plan provides for the grant of incentive stock options, non-qualified options, stock appreciation rights, restricted stock awards, restricted stock units and other stock-based awards. The number of shares initially reserved for issuance under the 2020 Plan was (i) 2,200,000 shares (the “share pool”), plus (ii) the number of shares of common stock available for issuance under the 2016 Plan as of the effective date of the 2020 Plan, plus the number of shares of common stock underlying awards under the 2016 Plan that on or after the date of adoption expire or become unexercisable without delivery of shares, are forfeited to, or repurchased for cash, are settled in cash, or otherwise become available again for grant under the 2016 Plan, in each case, in accordance with its terms (up to an aggregate of 5,078,295 shares). As of June 30, 2022, 1,669,122 shares remained available for future grant under the 2020 Plan.

The share pool will automatically increase on January 1 of each year from 2021 to 2030 by the lesser of (i) four percent of the number of shares of our common stock outstanding as of the close of business on the immediately preceding December 31 and (ii) the number of shares determined by the board of directors on or prior to such date for such year. The number of shares reserved for issuance under the 2020 Plan was increased by 1,651,989 shares effective January 1, 2022.

The 2020 Plan is administered by the board of directors or, at the discretion of the board of directors, by a committee of the board of directors. The exercise prices, vesting and other restrictions are determined at the discretion of the board of directors, or its committee if so delegated. Stock options granted with service-based vesting conditions generally vest over four years and expire after ten years. The exercise price for stock options granted is not less than the fair value of common stock on the date of grant. The Company bases fair value of common stock on the quoted market price. Prior to the IPO, the board of directors determined the value the Company’s common stock, taking into consideration its most recently available valuation of common stock performed by third parties as well as additional relevant factors which may have changed since the date of the most recent contemporaneous valuation through the date of grant.

2020 Employee Stock Purchase Plan

On October 21, 2020, the Company’s board of directors adopted and its stockholders approved the 2020 Employee Stock Purchase Plan (the “ESPP”), which became effective on October 21, 2020. The aggregate number of shares of common stock available for purchase pursuant to the exercise of options under the ESPP is 360,000 shares, plus an automatic annual increase, as of January 1 of each year from 2021 to 2030, equal to the lesser of one percent of the number of shares of common stock outstanding as of the close of business on the immediately preceding December 31 and (ii) the number of shares determined by the board of directors on or prior to such date for such year (up to a maximum of 3,220,520 shares). The number of shares reserved for issuance under the ESPP was increased by 367,894 shares to 780,891 shares effective January 1, 2022.

The first offering period commenced under the ESPP on September 1, 2021. The Company recognized a de minimis amount of expense related to the ESPP for the three and six months ended June 30, 2022.

Stock-Based Compensation

Stock-based compensation expense was classified in the condensed consolidated statements of operations and comprehensive loss as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Research and development expenses	$	1,586	$	1,109	$	3,095	$	2,123
General and administrative expenses	1,923		933		3,658		1,807
	$	3,509	$	2,042	$	6,753	$	3,930

As of June 30, 2022, total unrecognized compensation cost related to unvested options was $38.9 million, which is expected to be recognized over a weighted average period of 2.9 years.

Collaboration Agreement	6 Months Ended
Collaboration Agreement	Jun. 30, 2022
Collaboration Agreement [Abstract]
Collaboration Agreement	Collaboration Agreements Lilly Collaboration Agreement and Stock Purchase Agreement In December 2021, the Company entered into a collaboration agreement (the “Lilly Collaboration Agreement") with Lilly to create novel oncology medicines by applying Foghorn’s proprietary Gene Traffic Control platform. The collaboration includes a co-development and co-commercialization agreement for the Company’s selective BRM oncology target, consisting of two programs, and one additional undisclosed oncology target (collectively, the “Joint Programs”). The collaboration also includes three additional discovery targets or programs (collectively, the “Discovery Programs”) for a total of six programs directed at five targets. With respect to the Joint Programs, the Company will lead discovery and early research activities through the successful completion of dose finding toxicity studies for the identified compound, while Lilly will lead development and commercialization activities of the identified compound with participation from the Company in development activities and 50% cost sharing until registrational clinical trials. The Company and Lilly may jointly develop and commercialize the Joint Program compound though the Company may, in its sole discretion, opt-out on a program-by-program basis of further participation in the development and commercialization efforts prior to the first registrational clinical trial. If the Company does not opt-out, Lilly and the Company will continue to share in the costs to further develop and commercialize the Joint Program compound on a worldwide basis, equally share in the U.S. profits on product sales, subject to certain adjustments and receive royalties on sales outside of the United States (“Ex-U.S.”) at royalty rates ranging from low double digits to high twenties. If the Company opts-out of further development and commercialization efforts, it will have no further obligations to share in the development and commercialization costs, will receive royalties rather than profit share on U.S. sales and will receive royalties at a lower rate on Ex-U.S. sales. With respect to the Discovery Programs, the Company will lead discovery and early research activities through the successful completion of dose finding toxicity studies for the identified compounds. The Company may, in its sole discretion, opt in on a program-by-program basis after the successful completion of dose finding toxicity to participate in the further development and commercialization efforts of the Discovery Program compounds. If the Company opts-in to the development and commercialization of the Discovery Program compounds, it will be eligible to receive milestone payments of up to $10.0 million per program upon specified research and development milestones and up to $180.0 million per program upon achievement of specified regulatory and commercial milestones and will also be eligible to share in the U.S. profits at pre-determined percentages on product sales. The Company would also be eligible to receive tiered Ex-U.S. royalty rates, calculated on a product-by-product and country-by-country basis, on net sales outside of the United States, if any, ranging from low single digits to low double digits, but less then teens. If the Company does not opt in to further development and commercialization efforts for the Discovery Programs, it will be eligible to receive milestone payments of up to $70.0 million per program upon specified research and development milestones and up to $360.0 million per program upon achievement of specified regulatory and commercial milestones per approved product, if any. The Company would also be eligible to receive tiered royalties on net sales of products worldwide at royalty rates ranging from low single digits to low double digits, but less then teens. Lilly has the right to make substitutions for each of the five targets during the research term of each program, subject to certain limitations. Pursuant to the Lilly Collaboration Agreement, the Company will also participate in joint decision-making through the joint steering committee and subcommittees. Unless terminated earlier, the Lilly Collaboration Agreement will continue on a product-by-product basis until the expiration of all royalty obligations under the Lilly Collaboration Agreement and when neither the Company nor Lilly is developing, commercializing or manufacturing any product under the Lilly Collaboration Agreement. The Company or Lilly may terminate the Lilly Collaboration Agreement upon an uncured material breach by the other party. Lilly may also terminate the Lilly Collaboration Agreement in its entirety or on a target-by-target, program-by-program or product-by-product basis for any reason upon certain notice to the Company. Under the terms of the Lilly Collaboration Agreement, Lilly agreed to make a nonrefundable upfront payment of $300.0 million to the Company within thirty (30) business days following the effective date of the agreement. Simultaneously with the execution of the Lilly Collaboration Agreement, the Company and Lilly entered into the Lilly SPA, pursuant to which Lilly purchased 4,000,000 shares of the Company’s common stock at $20.00 per share, for an aggregate purchase price of $80.0 million. The Company determined that the Lilly Collaboration Agreement and the Lilly SPA should be evaluated as a combined contract in accordance with ASC 606. The Company determined the fair value of the shares sold under the Lilly SPA to be $37.8 million less than the contractual purchase price stipulated in the Lilly SPA. In accordance with the applicable accounting guidance in ASC 815-40, Contracts in Entity’s Own Equity, the Company determined that the sale of stock should be recorded at fair value and therefore allocated the excess consideration received under the Lilly SPA to the Lilly Collaboration Agreement, which along with the non-refundable payment of $300.0 million will be recognized as revenue over the total estimated period of performance. The Company accounted for the arrangement under ASC 606 as the Company concluded it has a customer relationship with Lilly. The Company determined that (1) the research activities performed by the Company for both the Joint Programs and the Discovery Programs (2) the development activities and cost sharing for the Joint Program development efforts after dose finding toxicity until registrational clinical trials (3) the research, development, manufacture and commercialization licenses and (4) service on the joint steering committee and subcommittees represent a single performance obligation under the Lilly Collaboration Agreement. The Company determined that Lilly cannot benefit from the licenses separately from the research activities, the development activities until registrational clinical trials and participation on the joint steering committee and subcommittees because these services are specialized and rely on the Company’s expertise such that these activities are highly interrelated and therefore not distinct. Accordingly, the promised goods and services represent one combined performance obligation, and the entire transaction price was allocated to that single combined performance obligation. The performance obligation will be satisfied over time as the Company performs the research activities, participates and shares in the cost of the development activities for the Joint Programs and participates in a joint steering committee and subcommittees to oversee these activities. The Company’s options to share in further development and commercialization efforts via its opt-in/opt-out rights will be assessed and accounted for as separate units of accounting under the relevant guidance if, and when, such options are exercised by the Company. The transaction price of $337.8 million was initially recorded as deferred revenue and is being recognized as revenue as the performance obligation is satisfied. The Company recognizes revenue using the cost-to-cost method, which it believes best depicts the transfer of control to the customer over time. Under the cost-to-cost method, the extent of progress towards completion is measured based on the ratio of actual costs incurred to the total estimated costs expected upon satisfying the identified performance obligation. Under this method, revenue is recorded as a percentage of the estimated transaction price based on the extent of progress towards completion. As of June 30, 2022, the potential research, development and regulatory milestone payments that the Company is eligible to receive were excluded from the transaction price as they were fully constrained by uncertain events. The Company will reevaluate the transaction price at the end of each reporting period and as uncertain events are resolved or other changes in circumstances occur, and if necessary, the Company will adjust its estimate of the transaction price. Any additions to the transaction price would be reflected in the period as a cumulative revenue catch-up based on the ratio of costs incurred to the total estimated costs expected applied to the revised transaction price. Sales-based royalties and milestone payments, which predominantly relate to the license, will be recognized if and when the related sales occur. As of June 30, 2022, the aggregate amount of the transaction price related to the unsatisfied portion of the performance obligation was $329.2 million, which is expected to be recognized as revenue through 2029. The Company does not expect collaboration revenue to be recognized evenly over this period as it will be recognized on a percentage of completion basis (using cost-to-cost method) as the Company performs the research and development activities and participates on the joint steering committee and subcommittees, which will likely vary from period to period. In estimating the total costs to satisfy its single performance obligation pursuant to the Lilly Collaboration Agreement, the Company is required to make significant estimates including an estimate of the number of target substitutions Lilly may elect to make and the expected time and expected costs to fulfill the performance obligation. The cumulative effect of revisions to the total estimated costs to complete the Company’s single performance obligation will be recorded in the period in which the changes are identified, and amounts can be reasonably estimated. While such revisions will have no impact on the Company’s cash flows, a significant change in these assumptions and estimates could have a material impact on the timing and amount of revenue recognized in future periods and the classification of deferred revenue between short-term and long-term. At inception, the Company assessed the Lilly Collaboration Agreement to determine whether a significant financing component exists and concluded that a significant financing component does not exist. For the three and six months ended June 30, 2022, the Company had recorded $4.2 million and $8.0 million, respectively, of revenue under the Lilly Collaboration Agreement, which was included in deferred revenue at contract inception. As of December 31, 2021, the upfront payment of $300.0 million was recorded as collaboration receivable on the Company's consolidated balance sheets. In January 2022, the $300.0 million was collected from Lilly. Merck Collaboration Agreement In July 2020, the Company entered into a research collaboration and license agreement (the “Merck Collaboration Agreement”) with Merck Sharp & Dohme Corp. (“Merck”). The Company and Merck will apply Foghorn’s proprietary Gene Traffic Control platform to discover and develop novel therapeutics. Under the Merck Collaboration Agreement, the Company granted Merck exclusive global rights to develop, manufacture and commercialize drugs that target dysregulation of a single transcription factor. Under the terms of the Merck Collaboration Agreement, the Company and Merck are each responsible to perform certain research activities in accordance with a mutually-agreed upon research plan. Merck may substitute the selected transcription factor during certain stages of the research program, subject to certain limitations. Following completion of the research program, Merck is responsible for the development and commercialization of the compounds developed pursuant to the research program and any product containing such compounds. Pursuant to the Merck Collaboration Agreement, the Company will also participate on a joint steering committee. Under the terms of the agreement, Foghorn received a nonrefundable upfront payment of $15.0 million from Merck, and is eligible to receive up to $245.0 million upon achievement of specified research, development and regulatory milestones by any product candidate generated by the collaboration, and up to $165.0 million upon achievement of specified sales-based milestones per approved product from the collaboration, if any. The Company will be eligible to receive tiered royalties, calculated on a product-by-product and country-by-country basis, on net sales of approved products from the collaboration, if any, at royalty rates ranging from the mid-single digits to low tens, depending on whether the products are covered by patent rights it licenses to Merck. Unless terminated earlier, the Merck Collaboration Agreement will continue in full force and effect until one or more products has received marketing authorization and, thereafter, until expiration of all royalty obligations under the Merck Collaboration Agreement. The Company or Merck may terminate the Merck Collaboration Agreement upon an uncured material breach by the other party or insolvency of the other party. Merck may also terminate the Merck Collaboration Agreement for any reason upon certain notice to the Company. The Company determined that the (1) research, development, manufacture and commercialization licenses, (2) the research activities performed by the Company and (3) service on the joint committees represent a single performance obligation under the Merck Collaboration Agreement. The Company determined that Merck cannot benefit from the licenses separately from the research activities and participation on the joint steering committee because these services are specialized and rely on the Company’s expertise such that these activities are highly interrelated and therefore not distinct. Accordingly, the promised goods and services represent one combined performance obligation and the entire transaction price was allocated to that single combined performance obligation. The performance obligation will be satisfied over the research term as the Company performs the research activities and participates in a joint steering committee to oversee research activities. The upfront payment of $15.0 million was initially recorded as deferred revenue and is being recognized as revenue as the performance obligation is satisfied. The Company recognizes revenue using the cost-to-cost method, which it believes best depicts the transfer of control to the customer over time. Under the cost-to-cost method, the extent of progress towards completion is measured based on the ratio of actual costs incurred to the total estimated costs expected upon satisfying the identified performance obligation. Under this method, revenue is recorded as a percentage of the estimated transaction price based on the extent of progress towards completion. As of June 30, 2022, the potential research, development and regulatory milestone payments that the Company is eligible to receive were excluded from the transaction price as they were fully constrained by uncertain events. The Company will reevaluate the transaction price at the end of each reporting period and as uncertain events are resolved or other changes in circumstances occur, and if necessary, the Company will adjust its estimate of the transaction price. Any additions to the transaction price would be reflected in the period as a cumulative revenue catch-up based on the ratio of costs incurred to the total estimated costs expected applied to the revised transaction price. Sales-based royalties and milestone payments, which predominantly relate to the license, will be recognized if and when the related sales occur. As of June 30, 2022, the aggregate amount of the transaction price related to the unsatisfied portion of the performance obligation is $13.5 million, which is expected to be recognized as revenue through 2028. The Company does not expect collaboration revenue to be recognized evenly over this period as it will be recognized on a percentage of completion basis (using cost-to-cost method) as the Company performs the research activities and participates on the joint steering committee, which will likely vary from period to period. In estimating the total costs to satisfy its single performance obligation pursuant to the Merck Collaboration Agreement, the Company is required to make significant estimates including an estimate of the number of transcription factor substitutions and the expected time and expected costs to fulfill the performance obligation. The cumulative effect of revisions to the total estimated costs to complete the Company’s single performance obligation will be recorded in the period in which the changes are identified, and amounts can be reasonably estimated. While such revisions will have no impact on the Company’s cash flows, a significant change in these assumptions and estimates could have a material impact on the timing and amount of revenue recognized in future periods and the classification of deferred revenue between short-term and long-term. At inception, the Company assessed the Merck Collaboration Agreement to determine whether a significant financing component exists and concluded that a significant financing component does not exist. For the three months ended June 30, 2022 and 2021, the Company had recorded $0.3 million of revenue under the Merck Collaboration Agreement, which was included in deferred revenue at the beginning of the period. For the six months ended June 30, 2022 and 2021, the Company had recorded $0.4 million and $0.6 million, respectively, of revenue under the Merck Collaboration Agreement, which was included in deferred revenue at the beginning of the period.

Commitments and Contingencies	6 Months Ended
Commitments and Contingencies	Jun. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Leases The Company leases office space under a non-cancelable operating lease. There have been no material changes to the Company's lease during the three months ended June 30, 2022. For additional information, see Note 11, Leases, to the consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2021. During the second quarter of 2022, the Company was given notice by its sublessee that it would terminate the sublease in accordance with its terms and vacate the subleased premises at the end of the third quarter of 2022, prior to the original expiration date of November 30, 2022. On August 2, 2022, the Company entered into a sublease with another party (the "New Sublease") to sublease the same premises on substantially similar economic terms as under the prior sublease. The New Sublease is expected to become effective during the fourth quarter of 2022 and has an initial term of 18 months. License agreements The Company has entered into various exclusive and non-exclusive license agreements for certain technologies. Under the terms of these license agreements, the Company could be required to reimburse the licensors for patent expenses and remit amounts in the low single-digit as sales-based royalties upon the occurrence of specific events as outlined in the corresponding license agreements. The Company is also required to make annual license maintenance fees of less than $0.3 million and pay up to $1.1 million in regulatory milestones on each licensed product upon the occurrence of specific events as outlined in one of the license agreements. None of our product candidates utilize technologies covered by these licenses. Indemnification agreements In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, contract research organizations, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors and its executive officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. The Company has not incurred any material costs as a result of such indemnifications and is not currently aware of any indemnification claims. Legal Proceedings From time to time, the Company may become involved in litigation or other legal proceedings. The Company is not currently a party to any material litigation or legal proceedings.

Defined Contribution Plan	6 Months Ended
Defined Contribution Plan	Jun. 30, 2022
Retirement Benefits [Abstract]
Defined Contribution Plan	Defined Contribution PlanThe Company has a 401(k) defined contribution plan (the “401(k) Plan”) for its employees. Eligible employees may make pretax contributions to the 401(k) Plan up to statutory limits. There was no discretionary match made under the 401(k) Plan as of June 30, 2022 and 2021.

- Definition

The entire disclosure for retirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 55
-Paragraph 17
-URI https://asc.fasb.org/extlink&oid=123450688&loc=d3e4179-114921

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section S99
-Paragraph 2
-URI https://asc.fasb.org/extlink&oid=21916913&loc=d3e273930-122802

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (d)(i)
-URI https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
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-URI https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 70
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=49170846&loc=d3e28014-114942

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-URI https://asc.fasb.org/topic&trid=2235017

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 60
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=6414203&loc=d3e39689-114964

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (d)(iv)(03)
-URI https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
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-URI https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-Paragraph 1
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (d)(iii)
-URI https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (l)
-URI https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (r)(2)
-URI https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

+ Details

Related Parties	6 Months Ended
Related Parties	Jun. 30, 2022
Related Party Transactions [Abstract]
Related Parties	Related PartiesIn October 2015, the Company entered into a five-year consulting agreement with a scientific founder of the Company who is also a board member and a shareholder. This agreement was extended to January 1, 2023 and is subject to automatic one-year renewal terms until terminated. During the three months ended June 30, 2022 and 2021, the Company paid the scientific founder a de minimis amount. During the six months ended June 30, 2022 and 2021, the Company paid the scientific founder $0.1 million. As of June 30, 2022 and December 31, 2021, the Company had no amount and less than $0.1 million, respectively, of accounts payable to the scientific founder.

Subsequent Events	6 Months Ended
Subsequent Events	Jun. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	Subsequent EventsDuring July 2022, the Company achieved a research milestone related to the Merck Collaboration Agreement and anticipates receiving a $5.0 million milestone payment from Merck in the third quarter of 2022.

Summary of Significant Accounting Policies (Policies)	6 Months Ended
Summary of Significant Accounting Policies (Policies)	Jun. 30, 2022
Accounting Policies [Abstract]
Basis of presentation	Basis of presentation The Company’s condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission for interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”).
Recently issued accounting pronouncements	Recently issued accounting pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that the Company adopts as of the specified effective date. The Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected not to “opt out” of the extended transition related to complying with new or revised accounting standards, which means that when a standard is issued or revised and it has different application dates for public and nonpublic companies, the Company can adopt the new or revised standard at the time nonpublic companies adopt the new or revised standard and can do so until such time that the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326). The new standard adjusts the accounting for assets held at amortized costs basis, including marketable securities accounted for as available for sale. The standard eliminates the probable initial recognition threshold and requires an entity to reflect its current estimate of all expected credit losses. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial assets to present the net amount expected to be collected. For public entities, the guidance was effective for annual reporting periods beginning after December 15, 2019 and for interim periods within those fiscal years. For nonpublic entities and emerging growth companies that choose to take advantage of the extended transition period, the guidance is effective for annual reporting periods beginning after December 15, 2020. Early adoption is permitted for all entities. In November 2019, the FASB issued ASU No. 2019-10, which deferred the effective date for nonpublic entities to annual reporting periods beginning after December 15, 2022, including interim periods within those fiscal years. The Company is evaluating when to adopt this standard and the effect the adoption will have on its condensed consolidated financial statements.

Marketable Securities and Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2022

Fair Value Disclosures [Abstract]

Summary of Available for Sale Marketable Securities By Security Type

As of June 30, 2022, available for sale marketable securities by security type consisted of (in thousands):


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
U.S. treasury notes (due within one year)	$	11,969	$	—	$	(67)	$	11,902
Commercial paper (due within one year)	112,753		—		(535)		112,218
Corporate notes and bonds (due within one year)	91,127		—		(862)		90,265
U.S. treasury notes (due after one year through two years)	2,985		—		(80)		2,905
Corporate notes and bonds (due after one year through three years)	117,878		1		(1,646)		116,233
Total	$	336,712	$	1	$	(3,190)	$	333,523

As of December 31, 2021, available for sale marketable securities by security type consisted of (in thousands):


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Commercial paper (due within one year)	$	36,246	$	—	$	(3)	$	36,243
Corporate notes and bonds (due within one year)	16,917		—		(7)		16,910
Total	$	53,163	$	—	$	(10)	$	53,153

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

The following tables present the Company’s fair value hierarchy for its assets and liabilities, which are measured at fair value on a recurring basis (in thousands):


	Fair Value Measurements at June 30, 2022 Using:
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	45,771	$	—	$	—	$	45,771

Commercial paper	—		15,434		—		15,434
Marketable securities:
U.S. treasury notes	—		14,807		—		14,807
Commercial paper	—		112,218		—		112,218
Corporate notes and bonds	—		206,498		—		206,498
Total	$	45,771	$	348,957	$	—	$	394,728
	Fair Value Measurements at December 31, 2021 Using:
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	82,252	$	—	$	—	$	82,252
Commercial paper	—		18,496		—		18,496
Marketable securities:
Commercial paper	—		36,243		—		36,243
Corporate notes and bonds	—		16,910		—		16,910
Total	$	82,252	$	71,649	$	—	$	153,901

Property and Equipment, Net (Tables)

6 Months Ended

Jun. 30, 2022

Property, Plant and Equipment [Abstract]

Summary of Property and Equipment Net

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


	June 30, 2022		December 31, 2021
Laboratory equipment	$	5,162	$	4,889
Furniture and fixtures	815		815
Computer equipment and software	100		100
Leasehold improvements	17,067		17,059
Assets not yet placed in service	274		30
	23,418		22,893
Less: Accumulated depreciation and amortization	(6,959)		(5,330)
	$	16,459	$	17,563

Accrued Expenses and Other Current Liabilities (Tables)

6 Months Ended

Jun. 30, 2022

Payables and Accruals [Abstract]

Accrued Expenses

Accrued expenses consisted of the following (in thousands):


	June 30, 2022		December 31, 2021
Accrued employee compensation and benefits	$	2,765	$	5,596
Accrued external research and development expenses	4,184		3,079
Accrued professional fees	875		495

Other	272		392
	$	8,096	$	9,562

Common Stock and Net Loss Per Share (Tables)

6 Months Ended

Jun. 30, 2022

Equity [Abstract]

Summary of Earnings Per Share Diluted Anti Dilutive Impact


	June 30,
	2022	2021
Stock options to purchase common stock	7,854,006	6,378,714
Warrants to purchase common stock	18,445	18,445
	7,872,451	6,397,159

Stock-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2022

Share-Based Payment Arrangement [Abstract]

Summary of Stock-Based Compensation Expense

Stock-based compensation expense was classified in the condensed consolidated statements of operations and comprehensive loss as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Research and development expenses	$	1,586	$	1,109	$	3,095	$	2,123
General and administrative expenses	1,923		933		3,658		1,807
	$	3,509	$	2,042	$	6,753	$	3,930

Nature of Business and Basis of Presentation (Details) - USD ($) $ in Thousands	1 Months Ended		3 Months Ended				6 Months Ended
	Jan. 31, 2022	Jul. 31, 2020	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Organization Consolidation And Presentation Of Financial Statements
Upfront payment received from Merck		$ 15,000
Net loss			$ (27,313)	$ (26,914)	$ (23,111)	$ (22,986)	$ (54,227)	$ (46,097)
Accumulated deficit			$ (318,483)				$ (318,483)		$ (264,256)
Eli Lilly
Organization Consolidation And Presentation Of Financial Statements
Proceeds from contracts with customers	$ 300,000

- Definition

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

+ References

+ Details

Marketable Securities and Fair Value Measurements - Summary of Available for Sale Marketable Securities By Security Type (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Amortized Cost	$ 336,712	$ 53,163
Gross Unrealized Gains	1	0
Gross Unrealized Losses	(3,190)	(10)
Estimated Fair Value	333,523	53,153
U.S. treasury notes (due within one year)
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Amortized Cost	11,969
Gross Unrealized Gains	0
Gross Unrealized Losses	(67)
Estimated Fair Value	11,902
Commercial paper (due within one year)
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Amortized Cost	112,753	36,246
Gross Unrealized Gains	0	0
Gross Unrealized Losses	(535)	(3)
Estimated Fair Value	112,218	36,243
Corporate notes and bonds (due within one year)
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Amortized Cost	91,127	16,917
Gross Unrealized Gains	0	0
Gross Unrealized Losses	(862)	(7)
Estimated Fair Value	90,265	$ 16,910
U.S. treasury notes (due after one year through two years)
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Amortized Cost	2,985
Gross Unrealized Gains	0
Gross Unrealized Losses	(80)
Estimated Fair Value	2,905
Corporate notes and bonds (due after one year through three years)
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Amortized Cost	117,878
Gross Unrealized Gains	1
Gross Unrealized Losses	(1,646)
Estimated Fair Value	$ 116,233

Marketable Securities and Fair Value Measurements - Summary of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Marketable securities	$ 333,523	$ 53,153
Commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Marketable securities	112,218	36,243
Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Total	394,728	153,901
Recurring \| U.S. treasury notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Marketable securities	14,807
Recurring \| Commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Marketable securities	112,218	36,243
Recurring \| Corporate notes and bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Marketable securities	206,498	16,910
Recurring \| Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Cash equivalents	45,771	82,252
Recurring \| Commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Cash equivalents	15,434	18,496
Recurring \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Total	45,771	82,252
Recurring \| Level 1 \| U.S. treasury notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Marketable securities	0
Recurring \| Level 1 \| Commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Marketable securities	0	0
Recurring \| Level 1 \| Corporate notes and bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Marketable securities	0	0
Recurring \| Level 1 \| Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Cash equivalents	45,771	82,252
Recurring \| Level 1 \| Commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Cash equivalents	0	0
Recurring \| Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Total	348,957	71,649
Recurring \| Level 2 \| U.S. treasury notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Marketable securities	14,807
Recurring \| Level 2 \| Commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Marketable securities	112,218	36,243
Recurring \| Level 2 \| Corporate notes and bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Marketable securities	206,498	16,910
Recurring \| Level 2 \| Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Cash equivalents	0	0
Recurring \| Level 2 \| Commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Cash equivalents	15,434	18,496
Recurring \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Total	0	0
Recurring \| Level 3 \| U.S. treasury notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Marketable securities	0
Recurring \| Level 3 \| Commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Marketable securities	0	0
Recurring \| Level 3 \| Corporate notes and bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Marketable securities	0	0
Recurring \| Level 3 \| Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Cash equivalents	0	0
Recurring \| Level 3 \| Commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Cash equivalents	$ 0	$ 0

Property and Equipment, Net - Summary of Property and Equipment Net (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization
Property plant and equipment including finance right of use assets, gross	$ 23,418	$ 22,893
Less: Accumulated depreciation and amortization	(6,959)	(5,330)
Property and equipment, net	16,459	17,563
Laboratory equipment
Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization
Property plant and equipment including finance right of use assets, gross	5,162	4,889
Furniture and fixtures
Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization
Property plant and equipment including finance right of use assets, gross	815	815
Computer equipment and software
Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization
Property plant and equipment including finance right of use assets, gross	100	100
Leasehold improvements
Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization
Property plant and equipment including finance right of use assets, gross	17,067	17,059
Assets not yet placed in service
Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization
Property plant and equipment including finance right of use assets, gross	$ 274	$ 30

Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Property, Plant and Equipment [Abstract]
Depreciation and amortization expense	$ 800	$ 800	$ 1,630	$ 1,556

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Accrued employee compensation and benefits	$ 2,765	$ 5,596
Accrued external research and development expenses	4,184	3,079
Accrued professional fees	875	495
Other	272	392
Total	$ 8,096	$ 9,562

Common Stock and Net Loss Per Share - Narrative (Details)	Jun. 30, 2022 vote
Equity [Abstract]
Voting rights per share (per share)	1

Common Stock and Net Loss Per Share - Earnings Per Share Diluted Anti Dilutive Impact (Details) - shares	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share
Anti-dilutive shares excluded from the calculation of earnings per share (shares)	7,872,451	6,397,159
Stock options to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share
Anti-dilutive shares excluded from the calculation of earnings per share (shares)	7,854,006	6,378,714
Warrants to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share
Anti-dilutive shares excluded from the calculation of earnings per share (shares)	18,445	18,445

Stock-Based Compensation - Additional Information (Details) - USD ($) $ in Millions			6 Months Ended
	Jan. 01, 2022	Oct. 21, 2020	Jun. 30, 2022
Share-based Payment Arrangement
Number of shares authorized	780,891
Unrecognized compensation costs related to unvested options and unvested restricted stock			$ 38.9
Weighted average period of unrecognized compensation costs			2 years 10 months 24 days
2020 Equity Incentive Plan
Share-based Payment Arrangement
Number of shares authorized			2,200,000
Common stock shares available for grant (in shares)			1,669,122
Percentage of automatic annual increase in number of shares			4.00%
Number of additional shares authorized (in shares)	1,651,989
Vesting period (years)			4 years
Stock option expiry period (years)			10 years
2016 Stock Incentive Plan
Share-based Payment Arrangement
Number of shares authorized			5,078,295
2020 Employee Stock Purchase Plan
Share-based Payment Arrangement
Number of shares authorized		360,000
Percentage of automatic annual increase in number of shares		1.00%
Number of additional shares authorized (in shares)	367,894
Maximum aggregate number of shares added to plan (in shares)			3,220,520

Stock-Based Compensation - Summary of Stock-based compensation expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Share-based Payment Arrangement
Stock-based compensation expense	$ 3,509	$ 2,042	$ 6,753	$ 3,930
Research and development expenses
Share-based Payment Arrangement
Stock-based compensation expense	1,586	1,109	3,095	2,123
General and administrative expenses
Share-based Payment Arrangement
Stock-based compensation expense	$ 1,923	$ 933	$ 3,658	$ 1,807

Collaboration Agreement (Details) $ / shares in Units, $ in Thousands		1 Months Ended			3 Months Ended		6 Months Ended
	Dec. 10, 2021 USD ($) $ / shares shares	Jan. 31, 2022 USD ($)	Dec. 31, 2021 USD ($) target program	Jul. 31, 2020 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)	Dec. 01, 2021 USD ($)	Jul. 30, 2021 USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative
Collaboration receivable			$ 300,000		$ 0		$ 0
Revenue					4,490	$ 279	8,410	$ 565
Upfront payment received from Merck				$ 15,000
Deferred revenue			$ 28,317		30,565		30,565
Merck Collaboration Agreement
Collaborative Arrangement and Arrangement Other than Collaborative
Revenue					300	$ 300	400
Maximum \| Sales based
Collaborative Arrangement and Arrangement Other than Collaborative
Amount receivable for achievement of milestones				165,000
Maximum \| Research Development And Regulatory
Collaborative Arrangement and Arrangement Other than Collaborative
Amount receivable for achievement of milestones				$ 245,000
Eli Lilly
Collaborative Arrangement and Arrangement Other than Collaborative
Number of additional targets \| target			3
Number of programs \| program			6
Number of targets \| target			5
Collaboration receivable			$ 300,000
Difference between fair value of shares and contract price			37,800
Deferred revenue					329,200		329,200		$ 337,800
Revenue					4,200		8,000
Proceeds from contracts with customers		$ 300,000
Eli Lilly \| Share Purchase Agreement
Collaborative Arrangement and Arrangement Other than Collaborative
Sale of stock, number of shares issued in transaction (in shares) \| shares	4,000,000
Sale of stock issue price per share (in dollars per share) \| $ / shares	$ 20.00
Sale of stock consideration received on the transaction	$ 80,000
Eli Lilly \| Sales Based Milestone
Collaborative Arrangement and Arrangement Other than Collaborative
Amount receivable for achievement of milestones			180,000
Optout milestone receivable upon achievement			360,000
Eli Lilly \| Maximum \| Research Development And Regulatory
Collaborative Arrangement and Arrangement Other than Collaborative
Amount receivable for achievement of milestones			10,000
Optout milestone receivable upon achievement			$ 70,000
Merck
Collaborative Arrangement and Arrangement Other than Collaborative
Deferred revenue										$ 15,000
Revenue								$ 600
Unsatisfied portion of the performance obligation					$ 13,500		$ 13,500

Commitments and Contingencies (Details) - Stanford - Maximum $ in Millions	6 Months Ended
	Jun. 30, 2022 USD ($)
Commitments And Contingencies
Annual license maintenance fees	$ 0.3
Milestones payable upon event	$ 1.1

Related Parties (Details) - Affiliated Entity - Scientific Founder - USD ($)	1 Months Ended	3 Months Ended		6 Months Ended
	Oct. 31, 2015	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Related Party Transaction
Service agreement term	5 years
Payments made to related party under service agreement		$ 0	$ 0	$ 100,000	$ 100,000
Accounts payable, related party (less than)		$ 0		$ 0		$ 100,000

Subsequent Events (Details) - Maximum - Research Development And Regulatory - USD ($) $ in Millions	1 Months Ended
	Jul. 31, 2022	Jul. 31, 2020
Subsequent Event [Line Items]
Amount receivable for achievement of milestones		$ 245.0
Subsequent Event
Subsequent Event [Line Items]
Amount receivable for achievement of milestones	$ 5.0