0000950170-22-007423 | 10-Q | XBRL Viewer | Frequency Therapeutics INC

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Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2022	Apr. 27, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2022
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q1
Entity Central Index Key	0001703647
Entity File Number	001-39062
Entity Registrant Name	FREQUENCY THERAPEUTICS, INC.
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	47-2324450
Entity Address Address Line	75 Hayden Avenue
Entity Address, Address Line Two	Suite 300
Entity Address City Or Town	Lexington
Entity Address Postal Zip Code	02421
Entity Address State Or Province	MA
City Area Code	781
Local Phone Number	315-4600
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	FREQ
Security Exchange Name	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		34,976,409
Document Quarterly Report	true
Document Transition Report	false

Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 49,830	$ 79,635
Short-term marketable securities	67,531	51,072
Prepaid expenses and other current assets	2,577	4,041
Total current assets	119,938	134,748
Long-term marketable securities	7,410	11,719
Property and equipment, net	4,808	5,522
Right of use assets	30,757	31,350
Restricted cash	1,699	1,699
Long Term Assets	327	320
Total assets	164,939	185,358
Current liabilities:
Accounts payable	2,247	2,748
Accrued expenses	4,779	6,101
Lease liabilities	1,813	1,747
Term loan, current portion	3,333	833
Total current liabilities	12,172	11,429
Lease liabilities, net of current portion	28,373	28,851
Term loan, net of current portion	11,667	14,167
Other long-term liabilities	57	87
Total liabilities	52,269	54,534
Stockholders’ equity:
Preferred stock, $0.001 par value; 10,000,000 shares authorized, no shares issued or outstanding at March 31, 2022 and December 31, 2021	0	0
Common stock, $0.001 par value; 200,000,000 shares authorized, 34,976,409 and 34,611,213 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively	35	35
Additional paid-in capital	316,402	310,936
Accumulated other comprehensive income	(296)	(62)
Accumulated deficit	(203,471)	(180,085)
Total stockholders’ equity	112,670	130,824
Total liabilities and stockholders’ equity	$ 164,939	$ 185,358

Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, authorized shares	10,000,000	10,000,000
Preferred stock, issued shares	0	0
Preferred stock, outstanding shares	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, authorized shares	200,000,000	200,000,000
Common stock, issued shares	34,976,409	34,611,213
Common stock, outstanding shares	34,976,409	34,611,213

Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Statement of Comprehensive Income [Abstract]
Revenue	$ 0	$ 4,651
Operating expenses:
Research and development	13,781	15,106
General and administrative	9,477	9,744
Total operating expenses	23,258	24,850
Loss from operations	(23,258)	(20,199)
Interest income	95	25
Interest expense	(178)	(218)
Realized loss on investments	0	(4)
Foreign exchange gain	1	21
Other expense, net	(34)	0
Loss before income taxes	(23,374)	(20,375)
Income taxes	(12)	0
Net loss	$ (23,386)	$ (20,375)
Net loss per share attributable to common stockholders-basic and diluted	$ (0.67)	$ (0.60)
Weighted-average shares of common stock outstanding-basic and diluted	34,810,676	34,115,682

Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Statement of Comprehensive Income [Abstract]
Net loss	$ (23,386)	$ (20,375)
Other comprehensive loss:
Unrealized loss on marketable securities	(234)	(17)
Total other comprehensive loss	(234)	(17)
Comprehensive loss	$ (23,620)	$ (20,392)

- Definition

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

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+ Details

Consolidated Statements Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands	Total	Common Stock	Additional-paid in Capital	Accumulated Other Comprehensive Income	Accumulated Deficit
Beginning Balance at Dec. 31, 2020	$ 192,491	$ 34	$ 287,829	$ 27	$ (95,399)
Beginning Balance (in shares) at Dec. 31, 2020		33,964,000
Stock-based compensation expense	$ 4,611		4,611
Issuance of common stock upon exercise of stock options			697
Issuance of common stock upon exercise of options (in shares)	697	252,186
Other comprehensive (loss)	$ (17)			(17)
Net loss	(20,375)				(20,375)
Ending Balance at Mar. 31, 2021	177,407	$ 34	293,137	10	(115,774)
Ending Balance (in shares) at Mar. 31, 2021		34,216,186
Beginning Balance at Dec. 31, 2021	$ 130,824	$ 35	310,936	(62)	(180,085)
Beginning Balance (in shares) at Dec. 31, 2021	34,611,213
Stock-based compensation expense	$ 5,266		5,266
Purchase under Employee Stock Purchase Plan	139		139
Purchase under Employee Stock Purchase Plan (in shares)		31,832
Issuance of common stock pursuant to restricted stock units (Shares)		310,600
Issuance of common stock, net	61		61
Issuance of common stock, net (in shares)		22,764
Other comprehensive (loss)	(234)			(234)
Net loss	(23,386)				(23,386)
Ending Balance at Mar. 31, 2022	$ 112,670	$ 35	$ 316,402	$ (296)	$ (203,471)
Ending Balance (in shares) at Mar. 31, 2022	34,976,409	34,976,409

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities:
Net loss	$ (23,386)	$ (20,375)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Stock-based compensation	5,266	4,611
Depreciation expense	726	382
Non-cash lease expense	593	286
Non-cash interest expense	266	0
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	1,385	336
Accounts payable	(429)	(1,846)
Deferred revenue	0	(4,651)
Lease liabilities	(412)	488
Accrued expenses	(1,352)	(4,033)
Net cash used in operating activities	(17,343)	(25,474)
Cash flows from investing activities:
Purchases of property and equipment	(12)	(543)
Purchase of marketable securities	(20,786)	(25,666)
Redemption of marketable securities	8,136	0
Net cash used in investing activities	(12,662)	(26,209)
Cash flows from financing activities:
Proceeds from issuance of common stock, net	61	572
Proceeds from Employee Stock Purchase Plan	139	0
Net cash provided by financing activities	200	572
Net decrease in cash, cash equivalents and restricted cash	(29,805)	(51,111)
Cash, cash equivalents, and restricted cash at beginning of period	81,334	222,161
Cash, cash equivalents, and restricted cash at end of period	51,529	171,050
Non-cash items:
Purchases of right of use assets included in accrued expenses	0	(106)
Purchases of property and equipment and right of use assets in accounts payable	$ 0	$ 1,792

Organization and Basis of Presentation

3 Months Ended

Mar. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Basis of Presentation

1. Organization and basis of presentation

Organization

Frequency Therapeutics, Inc., together with its wholly owned subsidiaries, Frequency Therapeutics, PTY, LTD, and Frequency Therapeutics Securities Corporation, (the Company), headquartered in Lexington, Massachusetts, was incorporated in November 2014 as a Delaware corporation. The Company is a clinical-stage regenerative medicine company focused on developing therapeutics to activate a person’s innate regenerative potential to restore function.

Liquidity and capital resources

The Company has funded its operations primarily with proceeds from private and public securities, a term loan, and amounts received under a collaboration agreement. The Company has incurred recurring losses since its inception. In addition, as of March 31, 2022, the Company had an accumulated deficit of $203,471. The Company expects to continue to generate operating losses for the foreseeable future. The future viability of the Company is dependent on its ability to raise additional capital to finance its operations. The Company’s inability to raise capital as and when needed could have a negative impact on its financial condition and ability to pursue its business strategies. There can be no assurances that additional funding will be available on terms acceptable to the Company, or at all. The Company believes that existing resources will be sufficient to fund planned operations for at least twelve months from the date the financial statements were available to be issued.

Basis of presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting standards set by the Financial Accounting Standards Board (FASB). The FASB sets generally accepted accounting principles (GAAP) that the Company follows to ensure its financial condition, results of operations, and cash flows are consistently reported. References to GAAP issued by the FASB in these notes to the consolidated financial statements are to the FASB Accounting Standards Codification (ASC).

Principles of consolidation

The consolidated financial statements include the accounts of Frequency Therapeutics, Inc. and its wholly owned subsidiaries Frequency Therapeutics Securities Corporation and Frequency Therapeutics PTY, LTD. All intercompany transactions and balances have been eliminated. The significant accounting policies used in preparation of these interim financial statements are consistent with those discussed in Note 2, “Summary of significant accounting policies,” in the Company’s Annual Report on Form 10-K (the Company's Form 10-K).

Unaudited interim financial information

The accompanying consolidated balance sheet as of March 31, 2022 and the consolidated statements of operations, the consolidated statements of comprehensive loss and the consolidated statements of stockholders’ equity for the three months ended March 31, 2022 and 2021, and the consolidated statements of cash flows for the three months ended March 31, 2022 and 2021 are unaudited. The unaudited interim consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of March 31, 2022, the results of its operations for the three months ended March 31, 2022 and 2021, and cash flows for the three months ended March 31, 2022 and 2021. The financial data and other information disclosed in these notes related to the three months ended March 31, 2022 and 2021 are also unaudited. The results for the three months ended March 31, 2022 are not necessarily indicative of results to be expected for the year ending December 31, 2022, any other interim periods, or any future year or period. The consolidated balance sheet as of December 31, 2021 included herein was derived from the audited consolidated financial statements as of that date. These unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2021 included in the Company’s Form 10-K.

Recently Adopted And Issued Accounting Standards

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Recently Adopted and Issued Accounting Standards

2. Recently adopted and issued accounting standards

Recently adopted accounting standards

In August 2018, the FASB issued ASU No. 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract. This standard addresses the accounting for implementation costs incurred by a customer in a cloud computing arrangement that is a service contract and also adds certain disclosure requirements related to implementation costs incurred for internal-use software and cloud computing arrangements. The amendment aligns the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The Company adopted this standard on January 1, 2021, using a prospective approach. The adoption of this new standard did not have a material impact on the consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12 amending accounting guidance that simplifies the accounting for income taxes, as part of its initiative to reduce complexity in the accounting standards. The amendments eliminate certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The amendments also clarify and simplify other aspects of the accounting for income taxes. The Company adopted this standard on January 1, 2021 and it did not have a material impact on the consolidated financial statements.

Recently issued accounting standards

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (the JOBS Act). The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company elected to avail itself of this extended transition period and, as a result, the Company will not be required to adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The FASB has subsequently issued amendments to ASU 2016-13, which have the same effective date and transition date. These standards require that credit losses be reported using an expected losses model rather than the incurred losses model that was previously used, and establishes additional disclosures related to credit risks. For available-for-sale debt securities with unrealized losses, this standard now requires allowances to be recorded instead of reducing the amortized cost of the investment. These standards limit the amount of credit losses to be recognized for available-for-sale debt securities to the amount by which carrying value exceeds fair value and requires the reversal of previously recognized credit losses if fair value increases. This standard will become effective for the Company on January 1, 2023. The Company is still evaluating the impact of this standard on its consolidated financial statements.

- Definition

The entire disclosure for change in accounting principle. Includes, but is not limited to, nature, reason, and method of adopting amendment to accounting standards or other change in accounting principle.

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+ Details

Fair Value Measurements

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

3. Fair value measurements

The Company’s financial assets are measured at fair value on a recurring basis by level within the fair value hierarchy at March 31, 2022 and December 31, 2021 are summarized as follows:


		March 31, 2022
	Fair Value	Amortization		Unrealized			Fair Market
	Hierarchy	Cost		Loss			Value
Money market funds	Level 1		30,840		—			30,840
Short-term marketable securities	Level 2		67,650		(119	)		67,531
Long-term marketable securities	Level 2		7,525		(115	)		7,410
		$	106,015	$	(234	)	$	105,781


		December 31, 2021
	Fair Value	Amortization		Unrealized			Fair Market
	Hierarchy	Cost		Gain			Value
Money market funds	Level 1		48,160		—			48,160
Short-term marketable securities	Level 2		51,116		(44	)		51,072
Long-term marketable securities	Level 2		11,764		(45	)		11,719
		$	111,040	$	(89	)	$	110,951

The carrying amounts reflected in the consolidated balance sheet for prepaid expenses and other current assets, accounts payable, accrued expenses, other liabilities, and term loan are shown at their historical values which approximate their fair values.

- Definition

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

+ References + Details

Property and Equipment

3 Months Ended

Mar. 31, 2022

Property, Plant and Equipment [Abstract]

Property and Equipment

4. Property and equipment

Property and equipment include the following:


	March 31,			December 31,
	2022			2021
Lab equipment	$	6,189		$	6,177
Furniture and office equipment		3,238			3,238
Software		291			291
Total		9,718			9,706
Accumulated depreciation		(4,910	)		(4,184	)
Property and equipment, net	$	4,808		$	5,522

The Company recognized $726 and $382 of depreciation expense for the three months ended March 31, 2022 and 2021, respectively.

Accrued Expenses

3 Months Ended

Mar. 31, 2022

Payables and Accruals [Abstract]

Accrued Expenses

5. Accrued expenses

Accrued expenses consist of the following:


	March 31,		December 31,
	2022		2021
Payroll and employee related expenses	$	2,151	$	4,375
Professional fees		551		767
Third-party research and development expenses		1,888		840
Other		189		119
Total	$	4,779	$	6,101

Debt

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Debt

6. Debt

On December 11, 2020 (the Closing Date), the Company entered into a Loan and Security Agreement (the Loan Agreement) with a commercial bank for a term loan with a principal balance of $15,000. The Company will make monthly interest only payments through November 30, 2022. The principal balance and interest will be repaid in equal monthly installments after the interest only period and continuing through May 1, 2024 (the Loan Maturity Date). Advances under the Loan Agreement will bear an interest rate equal to the greater of either (i) 1.50% plus the Prime Rate (as reported in The Wall Street Journal, subject to an interest rate floor of zero) or (ii) 4.75%. The interest rate at March 31, 2022 was 4.75%, resulting in interest expense of $178 for the three months ended March 31, 2022.

The Company may prepay the advance made under the Loan Agreement in whole, at any time subject to a prepayment premium equal to: (a) 2.0% of the then-outstanding principal amount of the advance, if such prepayment occurs on or prior to the first anniversary of the Closing Date; (b) 1.0% of the then-outstanding principal amount of the advance, if such prepayment occurs after the first anniversary of the Closing Date and on or prior to the second anniversary of the Closing Date; and (c) 0.0% of the then-outstanding principal amount of the advance, if such prepayment occurs after the second anniversary of the Closing Date. The prepayment premium is waived if the borrowings under the Loan Agreement are refinanced by the bank (in its sole and absolute discretion) on or prior to the Loan Maturity Date.

The Company will pay a final payment of $150, which will occur on the earliest of: (i) the Loan Maturity Date; (ii) the date that the Company prepays all of the outstanding principal in full; (iii) the date the loan payments are accelerated due to an event of default; or (iv) the termination of the Loan Agreement. The Company is accruing the final payment over the term of the loan. The term loan is secured by substantially all of the Company’s assets, excluding intellectual property.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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+ Details

Net Loss Per Share

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Net Loss Per Share

7. Net loss per share

Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed using the weighted-average number of shares of common stock outstanding during the period and, if dilutive, the weighted-average number of potential shares of common stock. Diluted net loss per share is the same as basic net loss per share for the three months ended March 31, 2022 and 2021 since all potential shares of common stock instruments are anti-dilutive as a result of the loss for such periods.


	Three Months Ended March 31,
	2022			2021
Numerator:
Net Loss	$	(23,386	)	$	(20,375	)
Denominator:
Weighted-average shares of common stock outstanding- basic and diluted		34,810,676			34,115,682
Net loss per share attributable to common stockholders- basic and diluted	$	(0.67	)	$	(0.60	)

The Company excluded the following potential shares of common stock from the computation of diluted net loss per share because including them would have had an anti-dilutive effect.


	Three Months Ended March 31,
	2022		2021
Unvested restricted common stock		-		2,629
Unvested restricted stock units		2,165,350		-
Outstanding stock options		6,610,663		7,703,262
Total		8,776,013		7,705,891

Stockholders' Equity

3 Months Ended

Mar. 31, 2022

Equity [Abstract]

Stockholders' Equity

8. Stockholders’ equity

Preferred stock

The Company has authorized 10,000,000 shares of $0.001 par value preferred stock of which no shares were issued or outstanding as of March 31, 2022.

Common Stock

The Company has authorized 200,000,000 shares of $0.001 par value common stock of which there were 34,976,409 and 34,611,213 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively. Common shares are voting, and dividends may be paid when, as and if declared by the Board of Directors.

The Company has reserved the following shares of common stock for future issuance as of March 31, 2022 and December 31, 2021:


	March 31,		December 31,
	2022		2021
Stock options outstanding		6,610,663		6,830,037
Shares available for future grant under incentive plans		1,296,806		1,552,630
		7,907,469		8,382,667

Equity Offerings

On December 10, 2021, the Company entered into an Equity Distribution Agreement (the Sales Agreement) with Oppenheimer & Co. Inc. (the Sales Agent) to sell shares of the Company’s common stock, par value $0.001 per share, with aggregate gross sales proceeds of up to $125,000, from time to time, through an “at the market” equity offering program. Subject to the terms and conditions of the Sales Agreement, the Sales Agent may sell the shares by methods deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, including sales made through The Nasdaq Global Select Market, on any other existing trading market for the common stock, to or through a market maker, or, if expressly authorized by the Company, in privately negotiated transactions. The Company or Sales Agent may terminate the Sales Agreement upon notice to the other party and subject to other conditions. The Company will pay the Sales Agent a commission equal to 3.0% of the gross proceeds of any Common Stock sold through the Sales Agent under the Sales Agreement and has provided the Sales Agent with customary indemnification rights.

Issuance costs incurred related to the Sales Agreement are classified as long-term assets on the balance sheet at March 31, 2022. During the three months ended March 31, 2022, the Company sold 12,767 shares of common stock under the ATM program for net proceeds of approximately $50

- Definition

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

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+ Details

Stock-based Compensation

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

Stock-based Compensation

9. Stock-based compensation

Stock options

The below summary includes stock option activity within the Company’s 2014 Stock Incentive Plan and 2019 Incentive Award Plan for the three months ended March 31, 2022:


	Number of shares			Weighted average exercise		Weighted average remaining contractual term		Aggregate intrinsic
	in Plans			price		(in years)		value
Outstanding as of December 31, 2021		6,830,037		$	14.72		7.76	$	6,987
Granted		42,300			4.87		9.84		—
Exercised		(9,997	)		1.24		—	$	37
Forfeited		(251,677	)		20.45		—		—
Outstanding as of March 31, 2022		6,610,663		$	14.46		7.00	$	1,283
Options exercisable as of March 31, 2022		4,337,140		$	10.63		6.69	$	1,282
Options unvested as of March 31, 2022		2,108,313		$	21.30		8.17	$	1

The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock.

Stock option valuation

The assumptions that the Company used to determine the grant-date fair value of stock options granted to employees and directors were as follows, presented on a weighted average basis:


	March 31,
	2022
Risk-free interest rate		1.7	%
Expected term (in years)		6.0
Expected volatility		80.0	%
Expected dividend yield		0.0	%

The weighted-average grant date fair value of options granted during the three months ended March 31, 2022 and 2021 was $3.55 and $25.50, respectively.

The total grant date fair value of options vested during the three months ended March 31, 2022 and 2021 was $5,097 and $4,284, respectively.

Restricted common stock

The Company issued common stock to founders, employees and advisors which was subject to vesting over four years. If any of these individuals ceased to be employed or to provide services to the Company prior to vesting, the Company had the right to repurchase any unvested Common Stock at the price paid by the holder.

There was no unvested restricted common stock as of March 31, 2022.

The total value of restricted stock awards that vested during the three months ended March 31, 2022 and 2021, based on estimated fair values of the stock underlying the restricted stock awards was $0 and $1, respectively.

Restricted stock units

The below summary includes restricted stock unit activity within the Company's 2019 Incentive Award Plan for the three months ended March 31, 2022:


	Number of shares			Weighted average fair value
Unvested, December 31, 2021		626,300		$	9.54
Awarded		1,927,000			4.39
Vested		(310,600	)		9.54
Forfeited		(77,350	)		5.97
Unvested as of March 31, 2022		2,165,350		$	5.08

Stock-based compensation

The Company recognized stock-based compensation within the accompanying consolidated statements of operations as follows:


	Three Months Ended March 31,
	2022		2021
Research and development	$	2,301	$	1,529
General and administrative		2,965		3,082
Total	$	5,266	$	4,611

As of March 31, 2022, total unrecognized stock-based compensation expense relating to unvested stock options and restricted stock units was $35,130. This amount is expected to be recognized over a weighted-average period of 2.01 years.

Employee Stock Purchase Plan

3 Months Ended

Mar. 31, 2022

Retirement Benefits [Abstract]

Employee Stock Purchase Plan

10. Employee stock purchase plan

On September 20, 2019, the Company’s board of directors and stockholders approved and adopted the 2019 Employee Stock Purchase Plan (the ESPP) which became effective on the date of the Company’s initial public offering of shares of its common stock. The ESPP permits participants to purchase common stock through payroll deductions of up to 15% of their eligible compensation. The number of shares of common stock available for issuance under the ESPP will be automatically increased on the first day of each calendar year during the first ten years of the term of the ESPP, beginning with January 1, 2020 and ending with January 1, 2029, by an amount equal to 1% of the outstanding number of shares of the Company’s common stock on December 31 of the preceding calendar year or such lesser amount as determined by the Company’s board of directors.

The Company’s first offering period of 2021 concluded on June 30, 2021 with the purchase of 7,064 shares in July 2021 related to this offering period. The Company's second offering period of 2021 concluded on December 31, 2021 with the purchase of 31,832 shares in January 2022.

As of March 31, 2022, a total of 1,270,301 shares remain for future offering periods.

Income Taxes

3 Months Ended

Mar. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

11. Income taxes

The Company’s total provision is based on the United States statutory rate of 21%, increased by state taxes and reduced by a full valuation allowance on the Company’s deferred tax assets. The income tax expense for the three months ended March 31, 2022 and 2021 represents state taxes on interest income earned by the Company’s subsidiary, Frequency Therapeutics Securities Corporation, a Massachusetts Securities Corporation.

ASC 740 requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. After consideration of all the evidence, both positive and negative, the Company has recorded a valuation allowance against its deferred tax assets at March 31, 2022 and December 31, 2021 because the Company’s management has determined that it is more likely than not that the Company will not recognize the benefits of its federal and state deferred tax assets primarily due to its cumulative loss position.

Since inception in 2014, the Company has generated cumulative federal and state net operating loss and research and development credit carryforwards for which no net tax benefit has been recorded due to uncertainty around utilizing these tax attributes within the respective carryforward periods.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
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-Paragraph 1
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-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Collaboration Agreement

3 Months Ended

Mar. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Collaboration Agreement

12. Collaboration agreement

In July 2019, the Company entered into a License and Collaboration Agreement with Astellas (the Astellas Agreement), under which the Company granted Astellas an exclusive, royalty-bearing, sub-licensable, nontransferable license to certain patent rights to research, develop, manufacture, have manufactured, use, seek and secure regulatory approval for, commercialize, offer for sale, sell, have sold and import, and otherwise exploit licensed products containing both a GSK-3 inhibitor and an HDAC inhibitor, (the Astellas Licensed Products), including the product candidate FX-322, outside of the United States. The Company also granted Astellas a right of first negotiation and a right of last refusal if it

entered into any negotiation or agreement of any kind (other than an acquisition of all of the stock or assets of the Company) with any third party under which such third party would obtain the right to develop, manufacture, or commercialize Astellas Licensed Products in the United States.

The parties have agreed to use commercially reasonable efforts to carry out development activities assigned to it under an agreed-upon development plan. Astellas has agreed to use commercially reasonable efforts to obtain regulatory approval for at least one Astellas Licensed Product in sensorineural hearing loss (SNHL) and in age-related hearing loss, in each case, in one major Asian country and one major European country. The Company has agreed to use commercially reasonable efforts to obtain regulatory approval for at least one Astellas Licensed Product in the United States. Astellas has the sole right to commercialize the Astellas Licensed Products outside of the United States, and the Company has the sole right to commercialize the Astellas Licensed Products in the United States. Astellas has agreed to use commercially reasonable efforts to commercialize Astellas Licensed Products in a major Asian country and a major European country following receipt of regulatory approval in such countries.

The collaboration is governed by a joint steering committee (JSC) established under the Astellas Agreement and shall be comprised of three representatives each from the Company and Astellas. The JSC shall oversee and coordinate the overall conduct of the development, manufacture and commercialization of the Astellas Licensed Products. All decisions of the JSC shall be taken through a unanimous vote with each party’s representatives collectively having one vote. Both the parties shall be responsible for carrying out the development and manufacturing activities in their defined territory in accordance with the plan as reviewed and approved in the JSC.

As consideration for the licensed rights under the Astellas Agreement, Astellas paid the Company an upfront payment of $80,000 in July 2019 and has agreed to pay potential development milestone payments up to $230,000 and commercialization milestones of up to $315,000. Specifically, the Company would receive development milestone payments of $65,000 and $25,000 upon the first dosing of a subject in a Phase 2b clinical trial for SNHL in Europe and Asia, respectively and $100,000 and $40,000 upon the first dosing of a subject in a Phase 3 clinical trial for SNHL in Europe and Asia, respectively. If the Astellas Licensed Products are successfully commercialized, the Company would be eligible for up to $315,000 in potential commercial milestone payments and also tiered royalties at rates ranging from low- to mid-teen percentages. The parties shall share equally, on a 50/50 basis, all out-of-pocket costs and joint study costs for all the joint activities conducted pursuant to the development plans or the joint manufacturing plan.

The Astellas Agreement remains in effect until the expiration of all royalty obligations. Royalties are paid on a licensed product-by-licensed product and country-by-country basis until the latest of (i) the expiration of the last valid claim in the licensed patent rights with respect to such Astellas Licensed Product in such country or (ii) a set number of years from the first commercial sale of such Astellas Licensed Product in such country. Astellas may terminate the Astellas Agreement at will upon 60 days’ written notice. Each party has the right to terminate the Astellas Agreement due to the other party’s material breach if such breach remains uncured for 90 days (or 45 days in the case of nonpayment) or if the other party becomes bankrupt.

The Astellas Agreement is a collaborative agreement that is within the scope of ASC 808, Collaborative Arrangements. The Company analyzed the joint research and development activities to assess whether they fall within the scope of ASC 808, and will reassess this throughout the life of the arrangement based on changes in the roles and responsibilities of the parties. Based on the terms of the arrangement as outlined above, both parties are deemed to be active participants in the collaboration. Both parties are performing research and development activities in their defined territory and will be performing joint clinical studies in accordance with the development plan and the study protocol approved by the JSC. Additionally, Astellas and the Company are exposed to significant risks and rewards dependent on the commercial success of any product candidates that may result from the collaboration. As such, the collaboration arrangement is deemed to be within the scope of ASC 808.

The arrangement consists of two components; the license of IP and the research and development activities, including committee participation, to support the co-development and research plan. Under the provisions of ASC 808, the Company has determined that it will apply the guidance in ASC 606 to recognize the revenue related to the license since that

component of the arrangement is more reflective of a vendor-customer relationship. The Company determined that the license and the related research and development services associated with the Phase 2a clinical study were not distinct from one another, as the license has limited value to Astellas without the performance of the research and development activities and the Phase 2a study is essential to the use of the license. As such, the Company determined that these activities should be accounted for as a single combined performance obligation.

Revenue associated with this single performance obligation was recognized as the research and development work was performed, using an input method on the basis of research and development costs incurred to date relative to total research and development costs expected to be incurred. The transfer of control occurred over this time period and, in management’s judgment, is the best measure of progress towards satisfying the performance obligation. The Company determined that the period of performance of the research and development services began upon the signing of the Astellas Agreement and continued until the completion of the Phase 2a clinical trial of FX-322 (FX-322-202). The transaction price of $80,000 was allocated to the single combined performance obligation and recognized over such period. The completion date of the Phase 2a clinical trial (FX-322-202) and the total research and development costs incurred in performing the trial was June 30, 2021. As such, the Company recognized the $80,000 upfront fee as revenue over the period from July 2019 until June 30, 2021, the completion date of the Phase 2a clinical trial (FX-322-202), using the input method.

The $80,000 upfront payment received from Astellas in July 2019 was initially recorded as deferred revenue and was recognized as revenue according to the policy described above. As of June 30, 2021, the Company completed its performance obligation with respect to the upfront payment and, accordingly, recognized all remaining revenue related to the Astellas Agreement.

The potential development and regulatory milestone payments are fully constrained until the Company can conclude that achievement of the milestone is probable and that it is probable that recognition of revenue related to the milestone will not result in a significant reversal in the amount of cumulative revenue recognized when the uncertainty associated with the variable consideration is ultimately resolved and as such these have been excluded from the transaction price. As part of its evaluation of the constraint, the Company considers numerous factors, including the fact that achievement of the milestones is outside the control of the Company and contingent upon the future success of clinical trials, the licensee’s efforts, and the receipt of regulatory approval. Any consideration related to sales-based milestones (including royalties) will be recognized when the related sales occur as these amounts have been determined to relate predominantly to the license granted to Astellas and therefore are recognized at the later of when the performance obligation is satisfied, or the related sales of licensed products occur. The Company re-evaluates the transaction price, including its estimated variable consideration included in the transaction price and all constrained amounts, at each reporting period and as uncertain events are resolved or other changes in circumstances occur, and, if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment.

The Astellas Agreement contains joint research and development activities that are not within the scope of ASC 606. The Company will recognize research and development expense related to the joint study costs for all the joint activities in future periods and reimbursements received from Astellas will be recognized as an offset to research and development expense on the consolidated statements of operations during the development period. In the three months ended March 31, 2022, the Company invoiced Astellas $193 for joint costs.

License Agreements

3 Months Ended

Mar. 31, 2022

Research and Development [Abstract]

License Agreements

13. License agreements

Massachusetts Institute of Technology

In December 2016, the Company entered into an exclusive patent license agreement (MIT License Agreement) with the Massachusetts Institute of Technology (MIT), under which the Company received an exclusive, worldwide, royalty-bearing license to certain patent rights to develop, make, have made, use, sell, offer to sell, lease and import products (Licensed Products) and to develop and perform processes (Licensed Processes) which incorporate the licensed technology for the treatment of disease, including but not limited to the prevention and remediation of hearing loss. The Company also has the right to grant sublicenses of its rights under the MIT License Agreement.

The Company is required to use diligent efforts to develop and commercialize the Licensed Products or Processes, and to make such products or processes reasonably available to the public and to spend certain minimum amounts on research and development of Licensed Products and/or Processes each year until the first commercial sale of a Licensed Product and/or a first commercial performance of a Licensed Process. The Company is also subject to certain development obligations with regards to a first Licensed Product. The Company has satisfied certain obligations related to preclinical studies and the filing of an investigational new drug application (IND) for a first Licensed Product with its development activities related to FX-322. The Company’s future development obligations are: (i) to commence a Phase 3 clinical trial for such Licensed Product within five years of the IND filing for such product, (ii) to file a New Drug Application or equivalent with the U.S. Food and Drug Administration (FDA) or comparable European regulatory agency for such Licensed Product within nine years of the IND filing for such Licensed Product, and (iii) to make a first commercial sale of such Licensed Product within 11 years of the IND filing for such Licensed Product. The Company also has certain development obligations for a second Licensed Product. In the event that the Company has failed to fulfill the development timeline obligation with respect to a second Licensed Product and fails to cure such breach within ninety (90) days of written notice by MIT, MIT may restrict the licensed field to the prevention and remediation of hearing loss in humans and animals. The Company does not have the right to control prosecution of the in-licensed patent applications, and its rights to enforce the in-licensed patents are subject to certain limitations.

Upon entering into the MIT License Agreement, the Company paid a $50 license fee payment and issued to MIT shares of our common stock equal to 5% of total then-outstanding capital stock. The Company is required to pay certain annual license maintenance fees which may be credited to running royalties during the same calendar year, if any, and to make potential milestone payments up to $2,900 on each Licensed Product or Licensed Process. In addition, the Company is required to pay a low single-digit royalty on Licensed Products and Licensed Processes and a low-twenties royalty on sublicense revenues.

The MIT License Agreement will remain in effect until the expiration or abandonment of all issued patents and filed patent applications licensed thereunder remain in effect, unless terminated earlier. The Company has the right to terminate for any reason upon a 3-month prior written notice. MIT shall have the right to terminate if the Company ceases to carry on any business related to the MIT License Agreement. MIT may terminate the MIT License Agreement for the Company’s material breach uncured within ninety (90) days (or thirty (30) days in the case of nonpayment). MIT may also terminate the MIT License Agreement if the Company or its affiliates commence any action against MIT to declare or render any claim of the licensed patent rights invalid, unpatentable, unenforceable, or non-infringed (a patent challenge), or if the Company's sublicensee commences such actions and the Company does not terminate such sublicense within thirty (30) days after MIT’s demand. MIT has the right to increase all payments due, instead of terminating the MIT License Agreement in the case of a patent challenge.

In May 2019, the Company entered into an amendment with MIT, updating the diligence milestones for a second Licensed Product.

In March 2022, the Company entered into an amendment with MIT, removing a patent and certain patent applications from the MIT License Agreement which were unrelated to the Company’s hearing and multiple sclerosis programs and which were not being utilized by the Company.

The patents in-licensed by the Company from MIT pursuant to the MIT License claim inventions created by, among others, Dr. Robert Langer, one of the Company’s directors. Pursuant to MIT’s policy on the ownership, distribution and commercial development of MIT technology (the MIT Policy), inventors of intellectual property invented at MIT, including the inventors of patents licensed to the Company under the MIT License, are entitled to a portion of the net royalty income derived by MIT from such inventions, but not amounts received by MIT from the sale of common stock previously issued by the Company to MIT pursuant to the MIT License. Accordingly, pursuant to the MIT Policy, Dr. Langer is entitled to receive a portion of the amounts the Company pays to MIT under the MIT License, including the Astellas Royalty Payment and future milestone payments or royalties, if any, that the Company may receive pursuant to the Astellas Agreement. Dr. Langer did not receive any such payments in the three months ended March 31, 2022 and 2021.

The Scripps Research Institute (California Institute for Biomedical Research)

In September 2018, the Company entered into a license agreement, (CALIBR License Agreement), with the California Institute for Biomedical Research, (CALIBR), under which the Company received an exclusive, worldwide, royalty-bearing license to certain patent rights to make, have made, use, sell, offer to sell, and import products (CALIBR Licensed Products) which incorporate the licensed technology for the treatment of multiple sclerosis. The Company also has the right to grant sublicenses of its rights under the CALIBR License Agreement. CALIBR reserves the right to use for itself and the right to grant non-exclusive licenses to other nonprofit or academic institutions, for any internal research and educational purposes.

The Company is required to use commercially reasonable efforts to develop, manufacture, and sell at least one CALIBR Licensed Product. The Company is also subject to certain milestone timeline obligations, which may be extended in certain circumstances as set forth in the CALIBR License Agreement. In October 2021, the Company entered into an amendment with CALIBR which updated the milestone obligations to: (i) initiate a Phase 2 clinical trial (or equivalent) for a CALIBR Licensed Product by December 31, 2023 and (ii) initiate a Phase 3 clinical trial (or equivalent) for a CALIBR Licensed Product by December 31, 2025. The Company does not have the right to control prosecution of the in-licensed patent applications, and the Company's rights to enforce the in-licensed patents are subject to certain limitations.

Upon entering into the CALIBR License Agreement, the Company made a $1,000 license fee payment and is required to make milestone payments up to $26,000 for each Category of CALIBR Licensed Products (Category 1 is any CALIBR Licensed Products containing a compound that modulates any muscarinic receptor and Category 2 is any CALIBR Licensed Products not included in Category 1 that could differentiate oligodendrocyte precursor cells from in vitro studies and/or are active in animal models relevant to MS). The Company is also required to pay a middle single-digit royalty on CALIBR Licensed Products and a royalty on sublicense revenues ranging from low-teen percentage to 50%.

The CALIBR License Agreement shall continue in effect until expiration of all Company obligations to pay royalties. Royalties shall be payable on a country-by-country and CALIBR Licensed Product-by-CALIBR Licensed Product basis upon the later of (1) the expiration or abandonment of all valid claims of the licensed patent rights in such country and (2) ten years from the first commercial sale of each CALIBR Licensed Product. The Company may terminate the CALIBR License Agreement at will upon a 30-day prior written notice. The Company may also elect to terminate its license to one or more licensed patents in any or all jurisdictions by giving ninety (90) days’ prior written notice to CALIBR. CALIBR may terminate the CALIBR License Agreement for material breach uncured within thirty (30) days. CALIBR has the right to terminate or reduce the license to a non-exclusive license if the Company fails to use diligent efforts to develop and commercially exploit CALIBR Licensed Products.

The Scripps Research Institute

In September 2018, the Company entered into a Research Funding and Option Agreement, or the Scripps option agreement, with Scripps (CALIBR is a division of Scripps), under which the Company provided funding to Scripps to pursue certain MS research activities on selected targets. In the same agreement, the Company was granted an exclusive option to acquire an exclusive, sublicensable, worldwide license under certain intellectual property arising from the MS research activities on the selected targets. The Scripps option agreement, including the MS research activities and the exclusive option, terminated on December 31, 2021. The CALIBR License remains active.

Massachusetts Eye and Ear (Formerly Massachusetts Eye and Ear Infirmary)

In February 2019, the Company entered into an Non-Exclusive Patent License Agreement (MEE License Agreement) with the Massachusetts Eye and Ear (MEE) under which it received a non-exclusive, non-sublicensable, worldwide, royalty-bearing license to certain patent rights to develop, make, have made, use, sell, offer to sell, lease and import products and to develop and perform processes which incorporate the licensed technology for the treatment or prevention of hearing loss (MEE licensed products).

The Company is obligated to use diligent efforts to develop and commercialize the MEE licensed products. The Company met one of its milestone timeline obligations by dosing a first subject in a Phase 2 trial by December 31, 2020. The Company is still subject to a milestone timeline obligation to dose a first subject in a Phase 3 trial by December 31, 2024. The Company does not control the filing, prosecution, enforcement, and defense of any licensed patent rights.

Upon entering the MEE License, the Company made a $20 license fee payment. The Company is obligated to pay certain annual license maintenance fees between $5 and $7.5 per each MEE patent family case number included in the licensed MEE patent rights prior to first commercial sale of an MEE licensed product. The Company is also obligated to pay a minimum annual royalty payment of $15 per each MEE patent family case number included in the licensed MEE patent rights after first commercial sale of an MEE licensed product. The Company is also obligated to make milestone payments up to $350 on each product or process that incorporates the licensed patent rights. In addition, the Company has agreed to pay a low single-digit royalty on products and processes that incorporate the licensed patent rights.

The MEE License Agreement shall remain in effect until all issued patents and filed patent applications within the licensed patent rights have expired or been abandoned, unless terminated earlier. The Company has the right to terminate the MEE License Agreement at will by giving thirty (30) business days advance written notice to MEE. MEE has the right to terminate the MEE License Agreement if the Company fails to make any payment due within thirty (30) business days after MEE notifies the Company of such failure. MEE shall have the right to terminate if the Company fails to maintain the required insurance. MEE shall also have the right to terminate the MEE License Agreement upon forty-five (45) business days written notice if the Company becomes insolvent. MEE has the right to terminate for any other default not cured within sixty (60) business days written notice. MEE also has the right to terminate if the Company or its affiliates challenge the validity of the licensed patent rights.

Cambridge Enterprise Limited

In December 2019, the Company entered into an Exclusive Patent License Agreement (the Cambridge License) with Cambridge Enterprise Limited (the technology transfer arm of the University of Cambridge) (Cambridge) under which the Company received an exclusive worldwide royalty-bearing license to certain patent rights to make, have made, sell, offer to sell and import products, or (the Cambridge License Product) which incorporate licensed technology for the treatment of demyelinating diseases. The Company also has the right to grant sublicenses under the Cambridge License. Cambridge reserves the right to use for itself (as well as for the inventors and the funder) to grant nonexclusive licenses to other academic institutions for any academic publication, research and teaching and clinical patient care.

The Company has agreed to use diligent and good faith efforts to develop and commercially exploit at least one Cambridge Licensed Product. Upon entering into the Cambridge License, the Company made a $50 license fee payment. The Company is obligated to pay an annual license fee of $50. The Company is also obligated to make milestone payments up to $10,500 on each Cambridge License Product. In addition, the Company has agreed to pay a low single-digit royalty on products that incorporate the licensed patent rights, subject to offset in certain circumstances.

The Cambridge License continues in effect on a country-by-country basis until the expiration or revocation, without right of further appeal, of all licensed issued patents and filed patent applications, unless terminated earlier. The Company has the right to terminate for any reason upon 90 days’ prior to written notice. Each party has the right to terminate immediately if the other party ceases to carry on its business. Either party may also terminate the Cambridge License for material breach if such breach remains uncured for 30 days. Cambridge may also terminate the Cambridge License if the Company fails to diligently develop and commercially exploit at least one Cambridge Licensed Product or the Company or its affiliates or sub-licenses commence any action against Cambridge to declare or render any claim of the licensed patent rights invalid, unpatentable, unenforceable, or not infringed.

Commitments and Contingencies

3 Months Ended

Mar. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

14. Commitments and contingencies

Contract commitments

The Company has contracted with a research institution to provide research for a therapeutic drug to treat multiple sclerosis.

The Company also enters into contracts in the normal course of business with contract research organizations, contract manufacturing organizations, universities, and other third parties for preclinical research studies, clinical trials and testing and manufacturing services. These contracts generally do not contain minimum purchase commitments and are cancelable by the Company upon prior written notice although, purchase orders for clinical materials are generally non-cancelable. Payments due upon cancellation consist only of payments for services provided or expenses incurred, including non-cancelable obligations of the Company's service providers, up to the date of cancellation or upon the completion of a manufacturing run.

Guarantees

The Company has identified the guarantees described below as disclosable, in accordance with ASC 460, Guarantees.

As permitted under Delaware law, the Company indemnifies its officers and directors for certain events or occurrences while the officer or director is, or was, serving at the Company’s request in such capacity. The maximum potential amount of future payments the Company could be required to make is unlimited; however, the Company has directors’ and officers’ insurance coverage that should limit its exposure and enable it to recover a portion of any future amounts paid.

The Company is a party to a number of agreements entered into in the ordinary course of business that contain typical provisions that obligate the Company to indemnify the other parties to such agreements upon the occurrence of certain events. Such indemnification obligations are usually in effect from the date of execution of the applicable agreement for a period equal to the applicable statute of limitations. The aggregate maximum potential future liability of the Company under such indemnification provisions is uncertain.

The Company leases office space in Lexington, Massachusetts under a ten-year noncancelable operating lease. The $1,699 security deposit for this lease is classified as restricted cash as of March 31, 2022. The Company has standard indemnification arrangements under this lease that require it to indemnify the landlord against all costs, expenses, fines, suits, claims, demands, liabilities, and actions directly resulting from any breach, violation, or nonperformance of any covenant or condition of the lease.

As of March 31, 2022, the Company had not experienced any losses related to these indemnification obligations, and no material claims with respect thereto were outstanding. The Company does not expect significant claims related to these indemnification obligations and, consequently, concluded that the fair value of these obligations is negligible, and no related reserves have been established.

Legal Contingencies

The Company accrues a liability for legal contingencies when it believes that it is both probable that a liability has been incurred and that the Company can reasonably estimate the amount of the loss. The Company reviews these accruals and adjusts them to reflect ongoing negotiations, settlements, rulings, advice of legal counsel and other relevant information. To the extent new information is obtained and the views on the probable outcomes of claims, suits, assessments, investigations or legal proceedings change, changes in the Company’s accrued liabilities would be recorded in the period in which such determination is made.

In addition, in accordance with the relevant authoritative guidance, for any matters in which the likelihood of material loss is at least reasonably possible, the Company will provide disclosure of the possible loss or range of loss. If a reasonable estimate cannot be made, however, the Company will provide disclosure to that effect. The Company expenses legal costs as they are incurred.

On June 3, 2021 and June 22, 2021, purported stockholders of the Company filed putative class action lawsuits in the U.S. District Court for the District of Massachusetts against the Company entitled Evans v. Frequency Therapeutics, Inc. et al. and Hingston v. Frequency Therapeutics, Inc. et al., respectively. The lawsuits allege violations of Section 10(b), 20(a) and Rule 10b5 of the Securities Exchange Act of 1934, as amended, due to allegedly false and misleading statements and omissions about the Company’s Phase 2a clinical trial (FX-322-202) for its product candidate FX-322 in the Company’s public disclosures between November 16, 2020 and March 22, 2021. The lawsuits seek, among other things, damages in

connection with the Company’s allegedly artificially inflated stock price between November 16, 2020 and March 22, 2021 as a result of those allegedly false and misleading statements and omissions, as well as interest, attorneys’ fees and costs. On March 21, 2022, the Evans and Hingston lawsuits were consolidated into a single lawsuit, Quinones et al. v. Frequency Therapeutics, Inc. et al. This matter is at the very early stages of the legal process, and as a result, the Company is not able to estimate a range of possible loss. The Company intends to vigorously defend against all claims asserted in the lawsuit. The Company anticipates filing a motion to dismiss after Plaintiff files the consolidated amended complaint. Since an estimate of the possible loss or range of loss cannot be made at this time, no accruals have been recorded as of March 31, 2022.

On June 24, 2021, two purported stockholders of the Company filed a lawsuit in the Court of Chancery of the State of Delaware against (i) the Company, (ii) the Company’s Chief Executive Officer, President, and Director, David Lucchino, (iii) Computershare Inc., and (iv) Computershare Trust Company, N.A., entitled The Gregory J. Parseghian Revocable Trust, et al. v. Frequency Therapeutics, Inc., et al. The lawsuit alleges causes of action against the Company of conversion and, in the alternative, unjust enrichment, and against Mr. Lucchino for breach of the fiduciary duty of loyalty, based on allegations that actions were taken to prevent the purported stockholders from selling their shares in the Company. The lawsuit seeks monetary damages, as well as interest, attorneys’ fees and costs, against all defendants. This matter is at the very early stages of the legal process, and as a result, the Company is not able to estimate a range of possible loss. The Company is vigorously defending against all claims asserted and has filed a motion to dismiss the complaint, which remains pending. Since an estimate of the possible loss or range of loss cannot be made at this time, no accruals have been recorded as of March 31, 2022.

Subsequent Events

3 Months Ended

Mar. 31, 2022

Subsequent Events [Abstract]

Subsequent Events

15. Subsequent events

The Company has evaluated subsequent events for recognition, remeasurement and disclosure purposes through May 4, 2022, the date which the consolidated financial statements were available to be issued. The identified subsequent event is as follows:

On April 8, 2022, the Company announced a reduction in force of approximately 30% of its workforce to better align the Company’s workforce with the needs of its business and focus more of its capital resources on its research and development programs. The total costs related to the reduction in force are estimated to be approximately $1,200 in future cash outlays primarily related to severance costs and related expenses.

Organization and Basis of Presentation (Policies)	3 Months Ended
Organization and Basis of Presentation (Policies)	Mar. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with accounting standards set by the Financial Accounting Standards Board (FASB). The FASB sets generally accepted accounting principles (GAAP) that the Company follows to ensure its financial condition, results of operations, and cash flows are consistently reported. References to GAAP issued by the FASB in these notes to the consolidated financial statements are to the FASB Accounting Standards Codification (ASC).
Principles of Consolidation	Principles of consolidation The consolidated financial statements include the accounts of Frequency Therapeutics, Inc. and its wholly owned subsidiaries Frequency Therapeutics Securities Corporation and Frequency Therapeutics PTY, LTD. All intercompany transactions and balances have been eliminated. The significant accounting policies used in preparation of these interim financial statements are consistent with those discussed in Note 2, “Summary of significant accounting policies,” in the Company’s Annual Report on Form 10-K (the Company's Form 10-K).
Unaudited Interim Financial Information	Unaudited interim financial information The accompanying consolidated balance sheet as of March 31, 2022 and the consolidated statements of operations, the consolidated statements of comprehensive loss and the consolidated statements of stockholders’ equity for the three months ended March 31, 2022 and 2021, and the consolidated statements of cash flows for the three months ended March 31, 2022 and 2021 are unaudited. The unaudited interim consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of March 31, 2022, the results of its operations for the three months ended March 31, 2022 and 2021, and cash flows for the three months ended March 31, 2022 and 2021. The financial data and other information disclosed in these notes related to the three months ended March 31, 2022 and 2021 are also unaudited. The results for the three months ended March 31, 2022 are not necessarily indicative of results to be expected for the year ending December 31, 2022, any other interim periods, or any future year or period. The consolidated balance sheet as of December 31, 2021 included herein was derived from the audited consolidated financial statements as of that date. These unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2021 included in the Company’s Form 10-K.
Recently Adopted Accounting Pronouncements	Recently adopted accounting standards In August 2018, the FASB issued ASU No. 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract. This standard addresses the accounting for implementation costs incurred by a customer in a cloud computing arrangement that is a service contract and also adds certain disclosure requirements related to implementation costs incurred for internal-use software and cloud computing arrangements. The amendment aligns the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The Company adopted this standard on January 1, 2021, using a prospective approach. The adoption of this new standard did not have a material impact on the consolidated financial statements. In December 2019, the FASB issued ASU 2019-12 amending accounting guidance that simplifies the accounting for income taxes, as part of its initiative to reduce complexity in the accounting standards. The amendments eliminate certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The amendments also clarify and simplify other aspects of the accounting for income taxes. The Company adopted this standard on January 1, 2021 and it did not have a material impact on the consolidated financial statements. Recently issued accounting standards From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (the JOBS Act). The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company elected to avail itself of this extended transition period and, as a result, the Company will not be required to adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The FASB has subsequently issued amendments to ASU 2016-13, which have the same effective date and transition date. These standards require that credit losses be reported using an expected losses model rather than the incurred losses model that was previously used, and establishes additional disclosures related to credit risks. For available-for-sale debt securities with unrealized losses, this standard now requires allowances to be recorded instead of reducing the amortized cost of the investment. These standards limit the amount of credit losses to be recognized for available-for-sale debt securities to the amount by which carrying value exceeds fair value and requires the reversal of previously recognized credit losses if fair value increases. This standard will become effective for the Company on January 1, 2023. The Company is still evaluating the impact of this standard on its consolidated financial statements.

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Schedule of Financial Assets Measured at Fair Value on Recurring Basis

The Company’s financial assets are measured at fair value on a recurring basis by level within the fair value hierarchy at March 31, 2022 and December 31, 2021 are summarized as follows:


		March 31, 2022
	Fair Value	Amortization		Unrealized			Fair Market
	Hierarchy	Cost		Loss			Value
Money market funds	Level 1		30,840		—			30,840
Short-term marketable securities	Level 2		67,650		(119	)		67,531
Long-term marketable securities	Level 2		7,525		(115	)		7,410
		$	106,015	$	(234	)	$	105,781


		December 31, 2021
	Fair Value	Amortization		Unrealized			Fair Market
	Hierarchy	Cost		Gain			Value
Money market funds	Level 1		48,160		—			48,160
Short-term marketable securities	Level 2		51,116		(44	)		51,072
Long-term marketable securities	Level 2		11,764		(45	)		11,719
		$	111,040	$	(89	)	$	110,951

Property and Equipment (Tables)

3 Months Ended

Mar. 31, 2022

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment include the following:


	March 31,			December 31,
	2022			2021
Lab equipment	$	6,189		$	6,177
Furniture and office equipment		3,238			3,238
Software		291			291
Total		9,718			9,706
Accumulated depreciation		(4,910	)		(4,184	)
Property and equipment, net	$	4,808		$	5,522

Accrued Expenses (Tables)

3 Months Ended

Mar. 31, 2022

Payables and Accruals [Abstract]

Schedule of Accrued Expenses

Accrued expenses consist of the following:


	March 31,		December 31,
	2022		2021
Payroll and employee related expenses	$	2,151	$	4,375
Professional fees		551		767
Third-party research and development expenses		1,888		840
Other		189		119
Total	$	4,779	$	6,101

Net Loss Per Share (Tables)

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Net Loss per Share


	Three Months Ended March 31,
	2022			2021
Numerator:
Net Loss	$	(23,386	)	$	(20,375	)
Denominator:
Weighted-average shares of common stock outstanding- basic and diluted		34,810,676			34,115,682
Net loss per share attributable to common stockholders- basic and diluted	$	(0.67	)	$	(0.60	)

Computation of Diluted Net Loss per Share

The Company excluded the following potential shares of common stock from the computation of diluted net loss per share because including them would have had an anti-dilutive effect.


	Three Months Ended March 31,
	2022		2021
Unvested restricted common stock		-		2,629
Unvested restricted stock units		2,165,350		-
Outstanding stock options		6,610,663		7,703,262
Total		8,776,013		7,705,891

Stockholders' Equity (Tables)

3 Months Ended

Mar. 31, 2022

Equity [Abstract]

Schedule of Common Stock Shares Reserved for Future Issuance

The Company has reserved the following shares of common stock for future issuance as of March 31, 2022 and December 31, 2021:


	March 31,		December 31,
	2022		2021
Stock options outstanding		6,610,663		6,830,037
Shares available for future grant under incentive plans		1,296,806		1,552,630
		7,907,469		8,382,667

Stock-based Compensation (Tables)

3 Months Ended

Mar. 31, 2022

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Summary of Stock Option Activity with in 2014 Stock Incentive Plan and 2019 Incentive Award Plan

The below summary includes stock option activity within the Company’s 2014 Stock Incentive Plan and 2019 Incentive Award Plan for the three months ended March 31, 2022:


	Number of shares			Weighted average exercise		Weighted average remaining contractual term		Aggregate intrinsic
	in Plans			price		(in years)		value
Outstanding as of December 31, 2021		6,830,037		$	14.72		7.76	$	6,987
Granted		42,300			4.87		9.84		—
Exercised		(9,997	)		1.24		—	$	37
Forfeited		(251,677	)		20.45		—		—
Outstanding as of March 31, 2022		6,610,663		$	14.46		7.00	$	1,283
Options exercisable as of March 31, 2022		4,337,140		$	10.63		6.69	$	1,282
Options unvested as of March 31, 2022		2,108,313		$	21.30		8.17	$	1

Summary of Grant-date Fair Value of Stock Options Granted on Weighted Average Basis

The assumptions that the Company used to determine the grant-date fair value of stock options granted to employees and directors were as follows, presented on a weighted average basis:


	March 31,
	2022
Risk-free interest rate		1.7	%
Expected term (in years)		6.0
Expected volatility		80.0	%
Expected dividend yield		0.0	%

Summary of Recognized Stock-based Compensation

The Company recognized stock-based compensation within the accompanying consolidated statements of operations as follows:


	Three Months Ended March 31,
	2022		2021
Research and development	$	2,301	$	1,529
General and administrative		2,965		3,082
Total	$	5,266	$	4,611

Restricted Stock Units

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Summary of Status of Restricted Common Stock and Restricted Stock Units

The below summary includes restricted stock unit activity within the Company's 2019 Incentive Award Plan for the three months ended March 31, 2022:


	Number of shares			Weighted average fair value
Unvested, December 31, 2021		626,300		$	9.54
Awarded		1,927,000			4.39
Vested		(310,600	)		9.54
Forfeited		(77,350	)		5.97
Unvested as of March 31, 2022		2,165,350		$	5.08

Organization and Basis of Presentation - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Date of incorporation	Nov. 30, 2014
Accumulated deficit	$ (203,471)	$ (180,085)

- Definition

The cumulative amount of the reporting entity's undistributed earnings or deficit.

+ References + Details

Recently Adopted and Issued Accounting Standards - Additional Information (Details)	Mar. 31, 2022
Accounting Standards Update 2019-12
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Change in accounting principle, accounting standards update, adopted	true
Change in accounting principle, accounting standards update, adoption date	Jan. 01, 2021
Change in accounting principle, accounting standards update, immaterial effect	false
Accounting Standards Update 2018-15
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Change in accounting principle, accounting standards update, adopted	true
Change in accounting principle, accounting standards update, adoption date	Jan. 01, 2021
Change in accounting principle, accounting standards update, immaterial effect	false

- Definition

Indicates (true false) whether accounting standards update was adopted.

+ References

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+ Details

- Definition

Date accounting standards update was adopted, in YYYY-MM-DD format.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Fair Value Measurements - Schedule of Financial Assets Measured on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Amortization Cost	$ 106,015	$ 111,040
Unrealized Gain		89
Unrealized Loss	(234)
Fair Market Value	105,781	110,951
Money Market Funds \| Level 1
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Amortization Cost	30,840	48,160
Unrealized Gain		0
Unrealized Loss	0
Fair Market Value	30,840	48,160
Short-term Marketable Securities \| Level 2
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Amortization Cost	67,650	51,116
Unrealized Gain		44
Unrealized Loss	(119)
Fair Market Value	67,531	51,072
Long-term Marketable Securities \| Level 2
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Amortization Cost	7,525	11,764
Unrealized Gain		45
Unrealized Loss	(115)
Fair Market Value	$ 7,410	$ 11,719

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Property Plant And Equipment [Line Items]
Total	$ 9,718	$ 9,706
Accumulated depreciation	(4,910)	(4,184)
Property and equipment, net	4,808	5,522
Lab Equipment
Property Plant And Equipment [Line Items]
Total	6,189	6,177
Furniture and Office Equipment
Property Plant And Equipment [Line Items]
Total	3,238	3,238
Software
Property Plant And Equipment [Line Items]
Total	$ 291	$ 291

Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 726	$ 382

Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Payroll and employee related expenses	$ 2,151	$ 4,375
Professional fees	551	767
Third-party research and development expenses	1,888	840
Other	189	119
Total	$ 4,779	$ 6,101

Debt - Additional Information (Details) - USD ($) $ in Thousands		3 Months Ended
	Dec. 11, 2020	Mar. 31, 2022
Debt Instrument [Line Items]
Debt instrument, Interest rate		4.75%
Debt instrument interest payment		$ 178
Loan Agreement
Debt Instrument [Line Items]
Debt instrument final payment	$ 150
Loan Agreement \| Term Loan
Debt Instrument [Line Items]
Principal balance	$ 15,000
Payment terms, description	The Company will make monthly interest only payments through November 30, 2022. The principal balance and interest will be repaid in equal monthly installments after the interest only period and continuing through May 1, 2024 (the Loan Maturity Date)
Frequency of interest-only payments	monthly
Monthly interest only payments due	Nov. 30, 2022
Loan maturity date	May 01, 2024
Debt instrument, Interest rate	4.75%
Interest rate floor percentage	0.00%
Loan Agreement \| Term Loan \| Prepayment Occurs on or Prior to First Anniversary of Closing Date
Debt Instrument [Line Items]
Debt instrument prepayment premium percentage	2.00%
Loan Agreement \| Term Loan \| Prepayment Occurs After First Anniversary of Closing Date and On or Prior to Second Anniversary of Closing Date
Debt Instrument [Line Items]
Debt instrument prepayment premium percentage	1.00%
Loan Agreement \| Term Loan \| Prepayment Occurs After Second Anniversary of Closing Date
Debt Instrument [Line Items]
Debt instrument prepayment premium percentage	0.00%
Loan Agreement \| Term Loan \| Prime Rate
Debt Instrument [Line Items]
Debt instrument, Interest rate	1.50%

Net Loss Per Share - Schedule of Basic And Diluted Net Loss per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Numerator:
Net Loss	$ (23,386)	$ (20,375)
Denominator:
Weighted-average shares of common stock outstanding-basic and diluted	34,810,676	34,115,682
Net loss per share attributable to common stockholders-basic and diluted	$ (0.67)	$ (0.60)

- Definition

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

+ References

+ Details

Net Loss Per Share - Computation of Diluted Net Loss per Share Attributable to Common Stockholders (Details) - shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share	8,776,013	7,705,891
Unvested Restricted Common Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share		2,629
Unvested Restricted Stock Units
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share	2,165,350
Outstanding Stock Options
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share	6,610,663	7,703,262

Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Dec. 10, 2021	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Class Of Stock [Line Items]
Preferred stock, shares authorized		10,000,000		10,000,000
Preferred Stock, value per share		$ 0.001		$ 0.001
Common stock, authorized shares		200,000,000		200,000,000
Common stock, par value		$ 0.001		$ 0.001
Preferred stock, issued shares		0		0
Preferred stock, outstanding shares		0		0
Common stock, issued shares		34,976,409		34,611,213
Common stock, outstanding shares		34,976,409		34,611,213
Proceeds from Issuance of Common Stock		$ 61	$ 572
Common Stock
Class Of Stock [Line Items]
Common stock, outstanding shares		34,976,409	34,216,186		33,964,000
Common stock shares issued and sold		22,764
Common Stock \| Equity Distribution Agreement
Class Of Stock [Line Items]
Common stock, sale of price per share	$ 0.001
Sales Agent Commission	3.00%
Common Stock \| ATM Program
Class Of Stock [Line Items]
Common stock, issued shares		12,767
Proceeds from Issuance of Common Stock		$ 50
Common Stock \| Maximum \| Equity Distribution Agreement
Class Of Stock [Line Items]
Proceeds from Issuance of Common Stock	$ 125,000

Stockholders' Equity - Schedule of Common Stock Shares Reserved for Future Issuance (Details) - shares	Mar. 31, 2022	Dec. 31, 2021
Class Of Stock [Line Items]
Shares of common stock reserved for future issuance	7,907,469	8,382,667
Stock Options Outstanding
Class Of Stock [Line Items]
Shares of common stock reserved for future issuance	6,610,663	6,830,037
Shares Available for Future Grant Under Stock Option Plan
Class Of Stock [Line Items]
Shares of common stock reserved for future issuance	1,296,806	1,552,630

Stock-based Compensation - Summary of Stock Option Activity with in 2014 Stock Incentive Plan and 2019 Incentive Award Plan (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares, Exercised		(697)
2014 and 2019 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares, Beginning balance	6,830,037
Number of shares, Granted	42,300
Number of shares, Exercised	(9,997)
Number of shares, Forfeited	(251,677)
Number of shares, Ending balance	6,610,663		6,830,037
Number of shares, Options exercisable as of March 31, 2022	4,337,140
Number of shares, Options unvested as of March 31, 2022	2,108,313
Weighted average exercise price, Beginning balance	$ 14.72
Weighted average exercise price, Granted	4.87
Weighted average exercise price, Exercised	1.24
Weighted average exercise price, Forfeited	20.45
Weighted average exercise price, Ending balance	14.46		$ 14.72
Weighted average exercise price, Options exercisable as of March 31, 2022	10.63
Weighted average exercise price, Options unvested as of March 31, 2022	$ 21.30
Weighted average remaining contractual term (in years), Outstanding	7 years		7 years 9 months 3 days
Weighted average remaining contractual term (in years), Granted	9 years 10 months 2 days
Weighted average remaining contractual term (in years), Options exercisable as of March 31, 2022	6 years 8 months 8 days
Weighted average remaining contractual term (in years), Options unvested as of September 30, 2021	8 years 2 months 1 day
Aggregate intrinsic value, Outstanding as of December 31, 2021	$ 6,987
Aggregate intrinsic value, Exercised	37
Aggregate intrinsic value, Outstanding as of March 31, 2022	1,283		$ 6,987
Aggregate intrinsic value, Options exercisable as of March 31, 2022	1,282
Aggregate intrinsic value, Options unvested as of March 31, 2022	$ 1

Stock-based Compensation - Summary of Grant-date Fair Value of Stock Options Granted on Weighted Average Basis (Details)	3 Months Ended
	Mar. 31, 2022
Share-based Payment Arrangement [Abstract]
Risk-free interest rate	1.70%
Expected term (in years)	6 years
Expected volatility	80.00%
Expected dividend yield	0.00%

Stock-based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Weighted-average grant date fair value of stock options granted	$ 3.55	$ 25.50
Total grant date fair value of stock options vested	$ 5,097	$ 4,284
Total unrecognized stock-based compensation expense relating to unvested stock options, restricted stock awards and restricted stock units	$ 35,130
Unrecognized unvested stock options, restricted stock awards and restricted stock units, weighted-average period	2 years 3 days
Restricted Common Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Options vesting period	4 years
Unvested restricted common stock	0
Total value of restricted stock awards, vested based on estimated fair value of stock	$ 0	$ 1

Stock-based Compensation - Summary of Status of Restricted Common Stock and Restricted Stock Units (Details) - Restricted Stock Units	3 Months Ended
	Mar. 31, 2022 $ / shares shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares, Unvested as of December 31, 2021 \| shares	626,300
Number of shares, Awarded \| shares	1,927,000
Number of shares, Vested \| shares	(310,600)
Number of shares, Forfeited \| shares	(77,350)
Number of shares, Unvested as of March 31, 2022 \| shares	2,165,350
Weighted average fair value, Unvested as of December 31, 2021 \| $ / shares	$ 9.54
Weighted average fair value, Awarded \| $ / shares	4.39
Weighted average fair value, Vested \| $ / shares	9.54
Weighted average fair value, Forfeited \| $ / shares	5.97
Weighted average fair value, Unvested, December 31, 2021 \| $ / shares	$ 5.08

Stock-based Compensation - Summary of Recognized Stock-based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation	$ 5,266	$ 4,611
Research and Development
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation	2,301	1,529
General and Administrative
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation	$ 2,965	$ 3,082

Employee Stock Purchase Plan - Additional Information (Details) - shares		6 Months Ended	12 Months Ended
	Sep. 20, 2019	Jun. 30, 2021	Dec. 31, 2021	Mar. 31, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares of common stock reserved for future issuance			8,382,667	7,907,469
2019 Employee Stock Purchase Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Percentage of eligible employee compensation	15.00%
Period for automatic increase in common available for future issuance	10 years
Percentage of shares issued from outstanding number of shares	1.00%
Shares issued		7,064	31,832
Shares of common stock reserved for future issuance				1,270,301

Income Taxes - Additional Information (Details) - USD ($)	3 Months Ended		99 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Statutory rate	21.00%	21.00%
Federal and state deferred tax benefits	$ 0	$ 0
Net tax benefit	$ 12,000	$ 0	$ 0

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Collaboration Agreement - Additional Information (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended	24 Months Ended
	Jul. 31, 2019	Mar. 31, 2022	Mar. 31, 2021	Sep. 30, 2021	Jun. 30, 2021
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Revenue		$ 0	$ 4,651
Research and development		13,781	$ 15,106
License and Collaboration Agreement \| Astellas Pharma LLC
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Payments received under collaboration agreement	$ 80,000
Agreement termination notice period	60 days
Right to terminate agreement if breach remains uncured	90 days
Right to terminate agreement incase of nonpayment	45 days
Transaction price allocated to single combined performance obligation				$ 80,000
Upfront fee recognized as revenue	$ 80,000				$ 80,000
joint cost		$ 193
License and Collaboration Agreement \| Astellas Pharma LLC \| Phase 2b Clinical Trial \| Europe
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Revenue recognized potential development milestone payments to receive	65,000
License and Collaboration Agreement \| Astellas Pharma LLC \| Phase 2b Clinical Trial \| Asia
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Revenue recognized potential development milestone payments to receive	25,000
License and Collaboration Agreement \| Astellas Pharma LLC \| Phase 3 Clinical Trial \| Europe
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Revenue recognized potential development milestone payments to receive	100,000
License and Collaboration Agreement \| Astellas Pharma LLC \| Phase 3 Clinical Trial \| Asia
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Revenue recognized potential development milestone payments to receive	40,000
License and Collaboration Agreement \| Maximum \| Astellas Pharma LLC
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Revenue recognized potential development milestone payments to receive	230,000
Revenue recognized commercialization milestone payments to receive	315,000
Potential commercial milestone payments eligible to receive upon successful commercialization	$ 315,000

License Agreements - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended				3 Months Ended
	Dec. 31, 2019	Feb. 28, 2019	Sep. 30, 2018	Dec. 31, 2016	Mar. 31, 2022	Mar. 31, 2021
Research And Development Arrangement Contract To Perform For Others [Line Items]
Revenue					$ 0	$ 4,651
MIT
Research And Development Arrangement Contract To Perform For Others [Line Items]
Description of future development obligations					The Company’s future development obligations are: (i) to commence a Phase 3 clinical trial for such Licensed Product within five years of the IND filing for such product, (ii) to file a New Drug Application or equivalent with the U.S. Food and Drug Administration (FDA) or comparable European regulatory agency for such Licensed Product within nine years of the IND filing for such Licensed Product, and (iii) to make a first commercial sale of such Licensed Product within 11 years of the IND filing for such Licensed Product.
License fee payment				$ 50
Percentage of shares of common stock issued				5.00%
Description of conditions to terminate license agreement					The Company has the right to terminate for any reason upon a 3-month prior written notice. MIT shall have the right to terminate if the Company ceases to carry on any business related to the MIT License Agreement. MIT may terminate the MIT License Agreement for the Company’s material breach uncured within ninety (90) days (or thirty (30) days in the case of nonpayment). MIT may also terminate the MIT License Agreement if the Company or its affiliates commence any action against MIT to declare or render any claim of the licensed patent rights invalid, unpatentable, unenforceable, or non-infringed (a patent challenge), or if the Company's sublicensee commences such actions and the Company does not terminate such sublicense within thirty (30) days after MIT’s demand. MIT has the right to increase all payments due, instead of terminating the MIT License Agreement in the case of a patent challenge.
Right to terminate agreement upon prior written notice				3 months
Right to terminate agreement if breach remains uncured				90 days
Right to terminate agreement incase of nonpayment				30 days
MIT \| Maximum
Research And Development Arrangement Contract To Perform For Others [Line Items]
Milestone payments				$ 2,900
CALIBR
Research And Development Arrangement Contract To Perform For Others [Line Items]
License fee payment			$ 1,000
Milestone payments			$ 26,000
Description of conditions to terminate license agreement					The Company may also elect to terminate its license to one or more licensed patents in any or all jurisdictions by giving ninety (90) days’ prior written notice to CALIBR. CALIBR may terminate the CALIBR License Agreement for material breach uncured within thirty (30) days. CALIBR has the right to terminate or reduce the license to a non-exclusive license if the Company fails to use diligent efforts to develop and commercially exploit CALIBR Licensed Products.
Right to terminate agreement if breach remains uncured			30 days
Percentage of Royalty on Sublicense Revenue			50.00%
Right to terminate licensed patents upon prior written notice			90 days
MEE
Research And Development Arrangement Contract To Perform For Others [Line Items]
License fee payment		$ 20
Description of conditions to terminate license agreement					The Company has the right to terminate the MEE License Agreement at will by giving thirty (30) business days advance written notice to MEE. MEE has the right to terminate the MEE License Agreement if the Company fails to make any payment due within thirty (30) business days
Right to terminate agreement upon prior written notice		30 days
Right to terminate agreement if breach remains uncured		60 days
Right to terminate agreement incase of nonpayment		30 days
Right to terminate agreement upon prior written notice if insolvent		45 days
MEE \| Maximum
Research And Development Arrangement Contract To Perform For Others [Line Items]
Milestone payments		$ 350
Annual License Fee Per Share					$ 7.5
MEE \| Minimum
Research And Development Arrangement Contract To Perform For Others [Line Items]
Annual License Fee Per Share					5
Royalty Expense Per Share					$ 15
Cambridge
Research And Development Arrangement Contract To Perform For Others [Line Items]
License fee payment	$ 50
Description of conditions to terminate license agreement					The Company has the right to terminate for any reason upon 90 days’ prior to written notice. Each party has the right to terminate immediately if the other party ceases to carry on its business. Either party may also terminate the Cambridge License for material breach if such breach remains uncured for 30 days. Cambridge may also terminate the Cambridge License if the Company fails to diligently develop and commercially exploit at least one Cambridge Licensed Product or the Company or its affiliates or sub-licenses commence any action against Cambridge to declare or render any claim of the licensed patent rights invalid, unpatentable, unenforceable, or not infringed.
Right to terminate agreement upon prior written notice	90 days
Right to terminate agreement if breach remains uncured	30 days
Annual license fee	$ 50
Cambridge \| Maximum
Research And Development Arrangement Contract To Perform For Others [Line Items]
Milestone payments	$ 10,500
Patent License Agreement \| MIT
Research And Development Arrangement Contract To Perform For Others [Line Items]
License agreement entered date				2016-12
Patent License Agreement \| CALIBR
Research And Development Arrangement Contract To Perform For Others [Line Items]
License agreement entered date			2018-09
Patent License Agreement \| Cambridge
Research And Development Arrangement Contract To Perform For Others [Line Items]
License agreement entered date	2019-12
Non-Exclusive Patent License Agreement \| MEE
Research And Development Arrangement Contract To Perform For Others [Line Items]
License agreement entered date		2019-02

Commitments and Contingencies - Additional Information (Details)	3 Months Ended
	Mar. 31, 2022 USD ($)
Lessee Lease Description [Line Items]
Losses related to indemnification obligations	$ 0
Legal contingencies, accruals recorded	$ 0
Lexington Massachusetts Facility
Lessee Lease Description [Line Items]
Operating lease term	10 years
Security deposit classified as restricted cash	$ 1,699,000

Subsequent Events (Additional Information) (Details) - Subsequent Event [Member] $ in Thousands	Apr. 08, 2022 USD ($)
Subsequent Event [Line Items]
Percentage of workforce Reduce	30.00%
Cost of reducing workforce	$ 1,200