0000950170-23-041300 | 10-Q | XBRL Viewer | Frequency Therapeutics INC

Net Loss Per Share (Tables)

6 Months Ended

Jun. 30, 2023

Schedule of Basic and Diluted Net Loss per Share

Diluted net loss per share is the same as basic net loss per share for the three and six months ended June 30, 2023 and 2022 since all potential shares of common stock instruments are anti-dilutive as a result of the loss for such periods.


	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Numerator:
Net Loss	$	(10,796	)	$	(21,285	)	$	(30,339	)	$	(44,671	)
Denominator:
Weighted-average shares of common stock outstanding- basic and diluted		35,800,821			34,976,409			35,563,754			34,894,001
Net loss per share attributable to common stockholders- basic and diluted	$	(0.30	)	$	(0.61	)	$	(0.85	)	$	(1.28	)

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.


	Six Months Ended June 30,
	2023		2022
Unvested restricted stock units		3,101,400		2,305,500
Outstanding stock options		4,739,486		6,068,151
Total		7,840,886		8,373,651

Debt	6 Months Ended
Jun. 30, 2023
Debt Disclosure [Abstract]
Debt	7. Debt On December 11, 2020, the Company entered into a Loan and Security Agreement (Loan Agreement) with Silicon Valley Bank for a term loan with a principal balance of $15,000. The Company made monthly interest only payments through November 30, 2022. The principal balance and interest were to be repaid in equal monthly installments after the interest only period and continue through May 1, 2024 (Loan Maturity Date). On April 3, 2023, the Company prepaid the remaining $11,667 due under the Loan Agreement. As such, there was no interest expense for the three months ended June 30, 2023. Interest expense related to the Loan Agreement was $284 for the six months ended June 30, 2023 and $208 and $386 for the three and six months ended June 30, 2022, respectively. The final payment of $150, which the Company had been accruing over the term of the loan, was also paid on April 3, 2023. The Company was not subject to any prepayment premium as the prepayment occurred after the second anniversary of the closing date.

Debt

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Debt

7. Debt

On December 11, 2020, the Company entered into a Loan and Security Agreement (Loan Agreement) with Silicon Valley Bank for a term loan with a principal balance of $15,000. The Company made monthly interest only payments through November 30, 2022. The principal balance and interest were to be repaid in equal monthly installments after the interest only period and continue through May 1, 2024 (Loan Maturity Date). On April 3, 2023, the Company prepaid the remaining $11,667 due under the Loan Agreement. As such, there was no interest expense for the three months ended June 30, 2023. Interest expense related to the Loan Agreement was $284 for the six months ended June 30, 2023 and $208 and $386 for the three and six months ended June 30, 2022, respectively.

The final payment of $150, which the Company had been accruing over the term of the loan, was also paid on April 3, 2023. The Company was not subject to any prepayment premium as the prepayment occurred after the second anniversary of the closing date.

- 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

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities:
Net loss	$ (30,339)	$ (44,671)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	6,328	9,830
Depreciation expense	1,494	1,415
Non-cash lease expense	1,263	1,262
Non-cash interest (income) expense	(223)	443
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	2,495	1,636
Accounts payable	(1,820)	797
Lease liabilities	(972)	(912)
Accrued expenses	(782)	(621)
Net cash used in operating activities	(22,556)	(30,821)
Cash flows from investing activities:
Sale of property and equipment	18	0
Purchase of property and equipment	(100)	(16)
Purchase of marketable securities	(1,978)	(38,108)
Redemption of marketable securities	26,770	31,483
Net cash provided by (used in) investing activities	24,710	(6,641)
Cash flows from financing activities:
Proceeds from issuance of common stock, net	1	61
Proceeds from Employee Stock Purchase Plan	31	139
Repayment of Term Loan	(14,167)	0
Net cash (used in) provided by financing activities	(14,135)	200
Net decrease in cash, cash equivalents and restricted cash	(11,981)	(37,262)
Cash, cash equivalents, and restricted cash at beginning of period	53,653	81,334
Cash, cash equivalents, and restricted cash at end of period	$ 41,672	$ 44,072

Employee Stock Purchase Plan - Additional Information (Details) - shares		1 Months Ended
	Sep. 20, 2019	Jan. 31, 2023	Jan. 31, 2022	Jun. 30, 2023	Dec. 31, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares of common stock reserved for future issuance				7,464,133	6,730,269
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		24,754	31,832
Shares of common stock reserved for future issuance				1,553,394

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Property Plant And Equipment [Line Items]
Total	$ 9,187	$ 9,235
Accumulated depreciation	(7,860)	(6,496)
Property and equipment, net	1,327	2,739
Lab Equipment
Property Plant And Equipment [Line Items]
Total	5,658	5,706
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

Subsequent Events (Additional Information) (Details) $ in Thousands	Jul. 14, 2023 USD ($)	Jul. 08, 2022 ft²
Sublease Agreement [Member]
Subsequent Event [Line Items]
Rentable square feet \| ft²		30,040
Subsequent Event [Member]
Subsequent Event [Line Items]
Termination Fees	$ 1,500
Subsequent Event [Member] \| Merger Agreement [Member]
Subsequent Event [Line Items]
Termination Fees	$ 4,000

Commitments and Contingencies - Additional Information (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2023 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

Stockholders' Equity (Tables)

6 Months Ended

Jun. 30, 2023

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 June 30, 2023 and December 31, 2022:


	June 30,		December 31,
	2023		2022
Stock options outstanding		4,739,486		5,742,053
Shares available for future grant under incentive plans		2,724,647		988,216
		7,464,133		6,730,269

Fair Value Measurements - Schedule of Financial Assets Measured on Recurring Basis (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair Market Value	$ 6,766	$ 31,143
Fair Value, Recurring
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair Market Value	37,207	61,792
Money Market Funds \| Level 1 \| Fair Value, Recurring
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair Market Value	30,441	30,649
Short-term Marketable Securities \| Level 2 \| Fair Value, Recurring
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair Market Value	$ 6,766	$ 31,143

Stockholders' Equity

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

Stockholders' Equity

9. 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 June 30, 2023.

Common Stock

The Company has authorized 200,000,000 shares of $0.001 par value common stock of which there were 35,963,706 and 35,262,083 shares issued and outstanding as of June 30, 2023 and December 31, 2022, 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 June 30, 2023 and December 31, 2022:


	June 30,		December 31,
	2023		2022
Stock options outstanding		4,739,486		5,742,053
Shares available for future grant under incentive plans		2,724,647		988,216
		7,464,133		6,730,269

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.

During the six months ended June 30, 2022, the Company sold 12,767 shares of common stock under the ATM program for net proceeds of approximately $50. No shares were sold during the three or six months ended June 30, 2023.

- 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

Collaboration Agreement - Additional Information (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		6 Months Ended
	Jul. 31, 2019	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Research and development		$ 4,594	$ 13,273	$ 15,949	$ 27,054
License and Collaboration Agreement \| Astellas Pharma LLC
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Payments received under collaboration agreement	$ 80,000
joint cost		$ 67	$ 108	$ 81	$ 301
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

Commitments and Contingencies

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

15. Commitments and contingencies

Contract commitments

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 June 30, 2023. 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 June 30, 2023, 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 and the Company’s Chief Executive Officer, President, and Director, David Lucchino. On March 21, 2022, the two lawsuits were consolidated into a single lawsuit, Quinones et al. v. Frequency Therapeutics, Inc. et al. and on May 16, 2022, the Company’s Chief Development Officer, Dr. Carl LeBel, was added as a defendant. The plaintiffs alleged violations of Sections 10(b), 20(a) and Rule 10b5 of the Securities Exchange Act of 1934, as amended (the Exchange Act), 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 October 29, 2020 and March 22, 2021. The lawsuit sought, among other things, damages in connection with the Company’s allegedly artificially inflated stock price between October 29, 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. The Company filed a motion to dismiss the Amended Complaint on July 15, 2022. On March 29, 2023, the Company’s motion to dismiss was granted and the lawsuit was dismissed in its entirety. On April 27, 2023, Plaintiff filed a notice of appeal to the United States Court of Appeals for the First Circuit from the order dismissing the lawsuit. On August 2, 2023, Plaintiff-Appellant submitted its opening brief to the First Circuit. The Company’s brief is due on September 1, 2023. 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. Since an estimate of the possible loss or range of loss cannot be made at this time, no accruals have been recorded as of June 30, 2023.

On June 21, 2022, the Delaware Chancery Court dismissed a lawsuit brought by two purported stockholders against the Company and others. For previously reported information on this lawsuit, refer to Part I, Item 3, "Legal Proceedings" of the Company's 2021 Form 10-K. On August 16, 2022, these same two purported stockholders of the Company filed a similar

lawsuit in Delaware Superior Court against (i) the Company, (ii) Computershare Inc., and (iii) 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 for breach of the statutory duty of care, negligence, conversion, and unjust enrichment, based on allegations that actions were taken to prevent the purported stockholders from selling their shares in the Company. The Company filed a motion to dismiss the complaint on November 14, 2022. On May 18, 2023, the Court issued an order granting in part and denying in part the Company’s motion, dismissing the claims for breach of the statutory duty of care and unjust enrichment but leaving the remaining claims intact. The Company’s deadline to answer the Complaint is August 28, 2023. 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. Since an estimate of the possible loss or range of loss cannot be made at this time, no accruals have been recorded as of June 30, 2023.

On June 30, 2022, a purported stockholder of the Company filed a shareholder derivative complaint in the U.S. District Court for the District of Delaware purportedly on the Company’s behalf against members of the Company’s board of directors and the Company as a nominal defendant, entitled Dewey v. Cohen et. al. The complaint alleges (i) violations of Section 10(b) and Rule 10b5 of the Exchange Act, (ii) breach of fiduciary duty, (iii) aiding and abetting breach of fiduciary duty, (iv) unjust enrichment, and (v) waste of corporate assets. The claims are based on the same underlying allegations as the Quinones case (described above). The complaint seeks, among other things, monetary damages, interest, attorneys’ fees and costs. On September 27, 2022, this lawsuit was stayed pending final resolution of the Quinones case. 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’s board members are each party to an indemnification agreement with the Company that may require the Company to reimburse the board members for certain expenses and other costs related to this lawsuit. Since an estimate of the possible loss or range of loss cannot be made at this time, no accruals have been recorded as of June 30, 2023.

Investment

6 Months Ended

Jun. 30, 2023

Investments, Debt and Equity Securities [Abstract]

Investment

4. Investments

The following tables summarize the Company's investments, all of which are classified as available-for-sale and recorded at fair value:


	June 30, 2023
	Amortization		Unrealized		Fair Market
	Cost		Gain		Value
Short-term marketable securities		6,571		195		6,766
	$	6,571	$	195	$	6,766


	December 31, 2022
	Amortization		Unrealized			Fair Market
	Cost		Loss			Value
Short-term marketable securities		31,280		(317	)		31,143
	$	31,280	$	(317	)	$	31,143

The Company's short-term marketable securities were held in investment advisory accounts with SVB Asset Management (SAM). On March 27, 2023, following the closure of SVB, SAM's former parent company, and the creation of SVBB, the FDIC entered into a purchase and assumption agreement for certain assets of SVBB with First-Citizens Bank & Trust Company (FCB). As a result of this transaction, SAM became a wholly owned subsidiary of FCB. Although the accounts are held under the terms in place prior to the transaction, the Company is actively working to move these accounts to another financial institution.

The Company determines the appropriate classification of investments at the time of purchase and reviews any investment when its fair value is less than its amortized cost and when evidence indicates that the investment’s carrying amount is not recoverable within a reasonable period of time. The Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Company considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss may exist, the present value of cash flows expected to be collected from the investment is compared to its amortized cost basis. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded on the consolidated balance sheet, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that is not related to a credit loss is recognized in other comprehensive (loss) income. The unrealized losses at June 30, 2023 and December 31, 2022 were attributable to changes in interest rates and do not represent credit losses.

At June 30, 2023 and December 31, 2022 the Company held 4 and 14 debt securities, respectively, that were in an unrealized loss position. The Company does not intend to sell the investments before recovery of their amortized cost bases, which may be at maturity. All investments mature within twelve months from June 30, 2023. The following tables summarize the Company's debt securities in an unrealized loss position, aggregated by length of time in a continuous unrealized loss position.


	June 30, 2023
	Less than 12 Months					More than 12 Months					Total
	Fair Market Value		Unrealized Loss			Fair Market Value		Unrealized Loss			Fair Market Value		Unrealized Loss
Short-term marketable securities in unrealized loss position	$	3,981	$	(4	)	$	2,785	$	(11	)	$	6,766	$	(15	)
	$	3,981	$	(4	)	$	2,785	$	(11	)	$	6,766	$	(15	)


	December 31, 2022
	Less than 12 Months					More than 12 Months					Total
	Fair Market Value		Unrealized Loss			Fair Market Value		Unrealized Loss			Fair Market Value		Unrealized Loss
Short-term marketable securities in unrealized loss position	$	17,303	$	(78	)	$	9,927	$	(135	)	$	27,230	$	(213	)
	$	17,303	$	(78	)	$	9,927	$	(135	)	$	27,230	$	(213	)

Stockholders' Equity - Schedule of Common Stock Shares Reserved for Future Issuance (Details) - shares	Jun. 30, 2023	Dec. 31, 2022
Class Of Stock [Line Items]
Shares of common stock reserved for future issuance	7,464,133	6,730,269
Stock Options Outstanding
Class Of Stock [Line Items]
Shares of common stock reserved for future issuance	4,739,486	5,742,053
Shares Available for Future Grant Under Stock Option Plan
Class Of Stock [Line Items]
Shares of common stock reserved for future issuance	2,724,647	988,216

Restructuring - Summary of Restructuring-related charges (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)
Restructuring Cost and Reserve [Line Items]
Restructuring Charges	$ 4,329
Research and Development
Restructuring Cost and Reserve [Line Items]
Restructuring Charges	2,627
General and Administrative
Restructuring Cost and Reserve [Line Items]
Restructuring Charges	1,702
Accelerated FX-322 charges
Restructuring Cost and Reserve [Line Items]
Restructuring Charges	129
Accelerated FX-322 charges \| Research and Development
Restructuring Cost and Reserve [Line Items]
Restructuring Charges	129
Severance and other benefit-related costs
Restructuring Cost and Reserve [Line Items]
Restructuring Charges	3,840
Severance and other benefit-related costs \| Research and Development
Restructuring Cost and Reserve [Line Items]
Restructuring Charges	2,138
Severance and other benefit-related costs \| General and Administrative
Restructuring Cost and Reserve [Line Items]
Restructuring Charges	1,702
Accelerated depreciation charges [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Charges	$ 360

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		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Numerator:
Net Loss	$ (10,796)	$ (21,285)	$ (30,339)	$ (44,671)
Denominator:
Weighteds Average Number Of Share Outstanding Basic And Diluted	$ 35,800,821	$ 34,976,409	$ 35,563,754	$ 34,894,001
Net loss per share attributable to common stockholders-basic and diluted	$ (0.30)	$ (0.61)	$ (0.85)	$ (1.28)

- 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

Fair Value Measurements

6 Months Ended

Jun. 30, 2023

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 June 30, 2023 and December 31, 2022 are summarized as follows:


	June 30, 2023
	Fair Value	Fair Market
	Hierarchy	Value
Cash equivalents:
Money market funds	Level 1		30,441
Investments:
Short-term marketable securities	Level 2		6,766
		$	37,207


	December 31, 2022
	Fair Value	Fair Market
	Hierarchy	Value
Cash equivalents:
Money market funds	Level 1		30,649
Investments:
Short-term marketable securities	Level 2		31,143
		$	61,792

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.

Silicon Valley Bank (SVB) was closed on March 10, 2023 by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation (FDIC) as receiver. The FDIC then reopened SVB as Silicon Valley Bridge Bank, N.A. (SVBB). At June 30, 2023, SVBB holds the Company’s sweep account and one of the Company's deposit accounts. The Company is actively working to move these accounts to another financial institution.

- 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

Stock-based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended		6 Months Ended
	Aug. 17, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Weighted-average grant date fair value of stock options granted		$ 3.58	$ 0.92	$ 3.58	$ 1.57
Total grant date fair value of stock options vested		$ 2,322	$ 3,620	$ 4,657	$ 8,036
Underwater Options reduced	$ 2.14
Unrecognized unvested stock options, restricted stock awards and restricted stock units, weighted-average period				1 year 8 months 19 days
Cost related to stock options, stock based compensation	$ 2,505	169		$ 339
Total unrecognized stock-based compensation expense relating to unvested stock options		$ 12,536		12,536
Expenses of Stock Based Compensation to be Recognized over vesting period of options				$ 536

Property and Equipment (Tables)

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment include the following:


	June 30,			December 31,
	2023			2022
Lab equipment	$	5,658		$	5,706
Furniture and office equipment		3,238			3,238
Software		291			291
Total		9,187			9,235
Accumulated depreciation		(7,860	)		(6,496	)
Property and equipment, net	$	1,327		$	2,739

Sublease (Additional Information) (Details) $ in Thousands	3 Months Ended	6 Months Ended	12 Months Ended
Sublease (Additional Information) (Details) $ in Thousands	Jun. 30, 2023 USD ($)	Jun. 30, 2023 USD ($)	Jul. 07, 2024 USD ($)	Jul. 07, 2023 USD ($)	Jul. 08, 2022 ft²
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sublease income	$ 593	$ 1,186
Sublease Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Rentable square feet \| ft²					30,040
Sublease rent per month			$ 203	$ 197

Organization and Basis of Presentation

6 Months Ended

Jun. 30, 2023

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 preclinical-stage regenerative medicine company focused on developing therapeutics to activate a person’s innate regenerative potential to restore function. On February 13, 2023, the Company announced a restructuring of the business which included the discontinuation of its hearing program and a downsizing of personnel by approximately 55%. On May 31, 2023, the Company announced an additional reduction in force of approximately 55% of its remaining personnel.

Liquidity and capital resources

The Company has funded its operations primarily with proceeds from private and public securities financings, a term loan, and amounts received under a collaboration agreement. The Company has incurred recurring losses since its inception. In addition, as of June 30, 2023, the Company had an accumulated deficit of $292,004. 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 and the cost savings generated from the restructuring and reduction in force announced in February and May 2023, respectively, 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 June 30, 2023 and the consolidated statements of operations, the consolidated statements of comprehensive loss and the consolidated statements of stockholders’ equity for the three and six months ended June 30, 2023 and 2022 and the consolidated statements of cash flows for the six months ended June 30, 2023 and 2022 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 June 30, 2023, the results of its operations for the three and six months ended June 30, 2023 and 2022, and cash flows for the six months ended June 30, 2023 and 2022. The financial data and other information disclosed in these notes related to the three and six months ended June 30, 2023 and 2022 are also unaudited. The results for the three and six months ended June 30, 2023 are not necessarily indicative of results to be expected for the year ending December 31, 2023, any other interim periods, or any

future year or period. The consolidated balance sheet as of December 31, 2022 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, 2022 included in the Company’s Form 10-K.

Consolidated Statements Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Total	Common Stock	Additional-paid in Capital	Accumulated Other Comprehensive Income	Accumulated Deficit
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	9,830		9,830
Purchase of common stock under Employee Stock Purchase Plan	139		139
Purchase of common stock under Employee Stock Purchase Plan (in shares)		31,832
Issuance of common stock, net (in shares)		22,764
Issuance of common stock pursuant to restricted stock units (Shares)		310,600
Issuance of common stock, net	61		61
Other comprehensive loss	(330)			(330)
Net loss	(44,671)				(44,671)
Ending Balance at Jun. 30, 2022	95,853	$ 35	320,966	(392)	(224,756)
Ending Balance (in shares) at Jun. 30, 2022		34,976,409
Beginning Balance at Mar. 31, 2022	112,670	$ 35	316,402	(296)	(203,471)
Beginning Balance (in shares) at Mar. 31, 2022		34,976,409
Stock-based compensation expense	4,564		4,564
Other comprehensive loss	(96)			(96)
Net loss	(21,285)				(21,285)
Ending Balance at Jun. 30, 2022	95,853	$ 35	320,966	(392)	(224,756)
Ending Balance (in shares) at Jun. 30, 2022		34,976,409
Beginning Balance at Dec. 31, 2022	$ 69,195	$ 35	331,023	(198)	(261,665)
Beginning Balance (in shares) at Dec. 31, 2022	35,262,083	35,262,083
Stock-based compensation expense	$ 6,328		6,328
Purchase of common stock under Employee Stock Purchase Plan	31		31
Purchase of common stock under Employee Stock Purchase Plan (in shares)		24,754
Issuance of common stock, net (in shares)		2,969
Issuance of common stock pursuant to restricted stock units (Shares)		673,900
Issuance Of Common Stock Pursuant To Restricted Stock Units	1
Other comprehensive loss	192			(192)
Net loss	(30,339)				(30,339)
Ending Balance at Jun. 30, 2023	$ 45,408	$ 36	337,382	(6)	(292,004)
Ending Balance (in shares) at Jun. 30, 2023	35,963,706	35,963,706
Beginning Balance at Mar. 31, 2023	$ 53,249	$ 36	334,485	(64)	(281,208)
Beginning Balance (in shares) at Mar. 31, 2023		35,751,956
Stock-based compensation expense	2,897		2,897
Issuance of common stock pursuant to restricted stock units (Shares)		211,750
Issuance Of Common Stock Pursuant To Restricted Stock Units	0	$ 0
Other comprehensive loss	58			58
Net loss	(10,796)				(10,796)
Ending Balance at Jun. 30, 2023	$ 45,408	$ 36	$ 337,382	$ (6)	$ (292,004)
Ending Balance (in shares) at Jun. 30, 2023	35,963,706	35,963,706

Stock-based Compensation - Summary of Grant-date Fair Value of Stock Options Granted on Weighted Average Basis (Details)	6 Months Ended
	Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]
Risk-free interest rate	3.60%
Expected term (in years)	6 years
Expected volatility	92.00%
Expected dividend yield	0.00%

Employee Stock Purchase Plan

6 Months Ended

Jun. 30, 2023

Retirement Benefits [Abstract]

Employee Stock Purchase Plan

11. 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.

31,832 shares were purchased under the ESPP in January 2022 related to the second offering period of 2021, which concluded on December 31, 2021. 24,754 shares were purchased in January 2023 related to the second offering period of 2022, which concluded on December 31, 2022. As of June 30, 2023, a total of 1,553,394 shares remain available for future issuance under the ESPP.

Stock-based Compensation - Summary of Recognized Stock-based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation	$ 2,897	$ 4,564	$ 6,328	$ 9,830
Research and Development
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation	171	1,598	1,010	3,899
General and Administrative
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation	$ 2,726	$ 2,966	$ 5,318	$ 5,931

License Agreements - Additional Information (Details)				1 Months Ended
License Agreements - Additional Information (Details)	Apr. 06, 2023	Mar. 29, 2023	Feb. 21, 2023	Feb. 28, 2019	Sep. 30, 2018	Dec. 31, 2016
MIT
Research And Development Arrangement Contract To Perform For Others [Line Items]
Right to terminate agreement upon prior written notice if insolvent	3 months
CALIBR
Research And Development Arrangement Contract To Perform For Others [Line Items]
Description of conditions to terminate license agreement		the Company sent CALIBR a notice stating that the Company would be terminating the CALIBR License Agreement in 30 days’ time.
Right to terminate agreement if breach remains uncured		30 days
MEE
Research And Development Arrangement Contract To Perform For Others [Line Items]
Description of conditions to terminate license agreement			the Company sent MEE a notice stating that the Company would be terminating the MEE License Agreement in 30 business days’ time.
Right to terminate agreement if breach remains uncured			30 days
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
Non-Exclusive Patent License Agreement \| MEE
Research And Development Arrangement Contract To Perform For Others [Line Items]
License agreement entered date				2019-02

Investments - Schedule of classified as available-for-sale and recorded at fair value (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Fair Value, Separate Account Investment [Line Items]
Amortization Cost	$ 6,571	$ 31,280
Unrealized Gain	195
Unrealized Loss		(317)
Fair Market Value	6,766	31,143
Short-term marketable securities
Fair Value, Separate Account Investment [Line Items]
Amortization Cost	6,571	31,280
Unrealized Gain	195
Unrealized Loss		(317)
Fair Market Value	$ 6,766	$ 31,143

Sublease

6 Months Ended

Jun. 30, 2023

Leases [Abstract]

Sublease

16. Sublease

On July 8, 2022, the Company entered into a Sublease Agreement with a sublessee to sublease approximately 30,040 rentable square feet of the Company's office space in Lexington, MA for a two-year term. The base sublease rent per month for the first and second year of the sublease is $197 and $203, respectively. In addition to base rent, the sublessee will pay 49% of operating costs and taxes payable under the Company's lease for the Lexington, MA office space.

Since commencement, the Company has accounted for the Lexington, MA office space as an operating lease. In accordance with ASC 842, the Company concluded the sublease is also an operating lease. The Company recognized sublease income of $593 and $1,186 for the three and six months ended June 30, 2023. The below table shows the expected future sublease income as of June 30, 2023.


Years Ending December 31,	Sublease Income
2023		1,186
2024		1,383
Total future sublease income		2,569

Property and Equipment

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment

5. Property and equipment

Property and equipment include the following:


	June 30,			December 31,
	2023			2022
Lab equipment	$	5,658		$	5,706
Furniture and office equipment		3,238			3,238
Software		291			291
Total		9,187			9,235
Accumulated depreciation		(7,860	)		(6,496	)
Property and equipment, net	$	1,327		$	2,739

The Company recognized $494 and $1,494 and $689 and $1,415 of depreciation expense for the three and six months ended June 30, 2023 and 2022, respectively.

Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Operating expenses:
Research and development	$ 4,594	$ 13,273	$ 15,949	$ 27,054
General and administrative	7,237	8,000	16,393	17,477
Total operating expenses	11,831	21,273	32,342	44,531
Loss from operations	(11,831)	(21,273)	(32,342)	(44,531)
Interest income	346	425	869	520
Interest expense	0	(208)	(284)	(386)
Other income (expense), net	694	(227)	1,447	(260)
Loss before income taxes	(10,791)	(21,283)	(30,310)	(44,657)
Income tax benefit (provision)	(5)	(2)	(29)	(14)
Net loss	$ (10,796)	$ (21,285)	$ (30,339)	$ (44,671)
Net loss per share attributable to common stockholders-basic and diluted	$ (0.30)	$ (0.61)	$ (0.85)	$ (1.28)
Weighteds Average Number Of Share Outstanding Basic And Diluted	$ 35,800,821	$ 34,976,409	$ 35,563,754	$ 34,894,001

Investments - Schedule of debt securities in an unrealized loss position (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Debt Securities, Available-for-Sale, Unrealized Loss Position [Line Items]
Fair Market Value, Less than 12 Months	$ 3,981	$ 17,303
Unrealized Loss, Less than 12 Months	(4)	(78)
Fair Market Value, More than 12 Months	2,785	9,927
Unrealized Loss, More than 12 Months	(11)	(135)
Fair Market Value	6,766	27,230
Unrealized Loss	(15)	(213)
Short Term Marketable Securities [Member]
Debt Securities, Available-for-Sale, Unrealized Loss Position [Line Items]
Fair Market Value, Less than 12 Months	3,981	17,303
Unrealized Loss, Less than 12 Months	(4)	(78)
Fair Market Value, More than 12 Months	2,785	9,927
Unrealized Loss, More than 12 Months	(11)	(135)
Fair Market Value	6,766	27,230
Unrealized Loss	$ (15)	$ (213)

Restructuring

6 Months Ended

Jun. 30, 2023

Restructuring and Related Activities [Abstract]

Restructuring

17. Restructuring

On February 13, 2023, the Company announced the topline results for the Phase 2b study of FX-322 (FX-322-208) which failed to achieve its primary efficacy endpoint of an improvement in speech perception. As a result, the Company also announced that it would be discontinuing the FX-322 and FX-345 hearing development programs and focusing resources on its remyelination in MS development program. This restructuring resulted in a 55% reduction in the Company's workforce.

In the six months ended June 30, 2023, the Company incurred $4,329 in restructuring-related expenses. The total restructuring charges consist of accelerated depreciation expense of $360, accelerated hearing program expense of $129, and severance and other benefit-related costs of $3,840.

During the six months ended June, 2023, the following restructuring-related charges were included in the Consolidated Statement of Operations:


	Severance and other benefit-related costs		Accelerated depreciation charges		Accelerated hearing program charges		Total
Research and development	$	2,138	$	360	$	129	$	2,627
General and administrative		1,702		—		—		1,702
Total	$	3,840	$	360	$	129	$	4,329

At June 30, 2023, the liability for the restructuring is classified as current and included in accrued expenses in the Consolidated Balance Sheets.


	Accelerated hearing program charges		Severance and other benefit-related costs		Total
Liability balance as of December 31, 2022	$	-	$	-	$	-
Net charges		46		1,907		1,953
Liability balance as of June 30, 2023	$	46	$	1,907	$	1,953

Net Loss Per Share - Computation of Diluted Net Loss per Share Attributable to Common Stockholders (Details) - shares	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share	7,840,886	8,373,651
Unvested Restricted Stock Units
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share	3,101,400	2,305,500
Outstanding Stock Options
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share	4,739,486	6,068,151

Fair value measurements - Schedule of debt securities in an unrealized loss (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Debt Securities, Available-for-Sale, Unrealized Loss Position [Line Items]
Fair Market Value, Less than 12 Months	$ 3,981	$ 17,303
Unrealized Loss, Less than 12 Months	(4)	(78)
Fair Market Value, More than 12 Months	2,785	9,927
Unrealized Loss, More than 12 Months	(11)	(135)
Fair Market Value	6,766	27,230
Unrealized Loss	(15)	(213)
Short Term Marketable Securities [Member]
Debt Securities, Available-for-Sale, Unrealized Loss Position [Line Items]
Fair Market Value, Less than 12 Months	3,981	17,303
Unrealized Loss, Less than 12 Months	(4)	(78)
Fair Market Value, More than 12 Months	2,785	9,927
Unrealized Loss, More than 12 Months	(11)	(135)
Fair Market Value	6,766	27,230
Unrealized Loss	$ (15)	$ (213)

Investments (Additional Information) (Details) - Term	Jun. 30, 2023	Dec. 31, 2022
Investments, Debt and Equity Securities [Abstract]
Number of Debt securities unrealized loss position	4	14

Accrued Expenses (Tables)

6 Months Ended

Jun. 30, 2023

Payables and Accruals [Abstract]

Schedule of Accrued Expenses

Accrued expenses consist of the following:


	June 30,		December 31,
	2023		2022
Payroll and employee related expenses	$	2,885	$	4,216
Professional fees		1,541		377
Third-party research and development expenses		73		773
Other		372		525
Total	$	4,871	$	5,891

Restructuring (Additional Information) (Details) - USD ($) $ in Thousands		6 Months Ended
	Feb. 13, 2023	Jun. 30, 2023
Restructuring Charges [Abstract]
Reduction in Workforce due to Restructuring	55.00%
Restructuring related expenses		$ 4,329
Restructuring and Related Cost, Accelerated Depreciation		360
Accelerated Hearing Program Charges		129
Severance and other benefit-related costs		$ 3,840

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2023

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 June 30, 2023 and December 31, 2022 are summarized as follows:


	June 30, 2023
	Fair Value	Fair Market
	Hierarchy	Value
Cash equivalents:
Money market funds	Level 1		30,441
Investments:
Short-term marketable securities	Level 2		6,766
		$	37,207


	December 31, 2022
	Fair Value	Fair Market
	Hierarchy	Value
Cash equivalents:
Money market funds	Level 1		30,649
Investments:
Short-term marketable securities	Level 2		31,143
		$	61,792

Restructuring (Tables)

6 Months Ended

Jun. 30, 2023

Restructuring and Related Activities [Abstract]

Schedule of Restructuring-related charges

During the six months ended June, 2023, the following restructuring-related charges were included in the Consolidated Statement of Operations:


	Severance and other benefit-related costs		Accelerated depreciation charges		Accelerated hearing program charges		Total
Research and development	$	2,138	$	360	$	129	$	2,627
General and administrative		1,702		—		—		1,702
Total	$	3,840	$	360	$	129	$	4,329

Schdule of Changes to the liability for the restructuring


	Accelerated hearing program charges		Severance and other benefit-related costs		Total
Liability balance as of December 31, 2022	$	-	$	-	$	-
Net charges		46		1,907		1,953
Liability balance as of June 30, 2023	$	46	$	1,907	$	1,953

Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 39,712	$ 51,954
Short-term marketable securities	6,766	31,143
Prepaid expenses and other current assets	1,901	4,396
Total current assets	48,379	87,493
Property and equipment, net	1,327	2,739
Right of use assets	27,717	28,980
Restricted cash	1,960	1,699
Other long-term assets	0	327
Total assets	79,383	121,238
Current liabilities:
Accounts payable	1,294	3,114
Accrued expenses	4,871	5,891
Lease liabilities, current portion	2,163	2,021
Term loan, current portion	0	10,000
Total current liabilities	8,328	21,026
Lease liabilities, net of current portion	25,647	26,761
Term loan, net of current portion	0	4,167
Other long-term liabilities	0	89
Total liabilities	33,975	52,043
Stockholders’ equity:
Preferred stock, $0.001 par value; 10,000,000 shares authorized, no shares issued or outstanding at June 30, 2023 and December 31, 2022	0	0
Common stock, $0.001 par value; 200,000,000 shares authorized, 35,963,706and 35,262,083 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively	36	35
Additional paid-in capital	337,382	331,023
Accumulated other comprehensive loss	(6)	(198)
Accumulated deficit	(292,004)	(261,665)
Total stockholders’ equity	45,408	69,195
Total liabilities and stockholders’ equity	$ 79,383	$ 121,238

Accrued Expenses

6 Months Ended

Jun. 30, 2023

Payables and Accruals [Abstract]

Accrued Expenses

6. Accrued expenses

Accrued expenses consist of the following:


	June 30,		December 31,
	2023		2022
Payroll and employee related expenses	$	2,885	$	4,216
Professional fees		1,541		377
Third-party research and development expenses		73		773
Other		372		525
Total	$	4,871	$	5,891

Stock-based Compensation - Summary of Stock Option Activity with in 2014 Stock Incentive Plan and 2019 Incentive Award Plan (Details) - 2014 and 2019 Plan - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares, Beginning balance	5,742,053
Number of shares, Granted	27,350
Number of shares, Exercised	(2,969)
Number of shares, Forfeited	(1,026,948)
Number of shares, Ending balance	4,739,486	5,742,053
Number of shares, Options exercisable as of June 30, 2023	4,249,097
Number of shares, Options unvested as of June 30, 2023	490,389
Weighted average exercise price, Beginning balance	$ 2.35
Weighted average exercise price, Granted	4.66
Weighted average exercise price, Exercised	0.07
Weighted average exercise price, Forfeited	2.45
Weighted average exercise price, Ending balance	2.34	$ 2.35
Weighted average exercise price, Options exercisable as of June 30, 2023	2.35
Weighted average exercise price, Options unvested as of March 31, 2023	$ 2.20
Weighted average remaining contractual term (in years), Outstanding	6 years 2 months 12 days	6 years 8 months 8 days
Weighted average remaining contractual term (in years), Granted	4 years 10 months 2 days
Weighted average remaining contractual term (in years), Options exercisable as of June 30, 2023	6 years 25 days
Weighted average remaining contractual term (in years), Options unvested as of June 30, 2023	7 years 3 months 29 days
Aggregate intrinsic value, Outstanding as of December 31, 2022	$ 9,114
Aggregate intrinsic value, Exercised	1
Aggregate intrinsic value, Outstanding as of June 30, 2023	3	$ 9,114
Aggregate intrinsic value, Options exercisable as of June 30, 2023	3
Aggregate intrinsic value, Options unvested as of June 30, 2023	$ 0

Income Taxes - Additional Information (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended	114 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Statutory rate			21.00%	21.00%
Federal and state deferred tax benefits			$ 0		$ 0
Net tax benefit	$ 5,000	$ 2,000	$ 29,000	$ 14,000		$ 0

- Definition

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

+ References + Details

Restructuring - Schedule of incurred charges due to restructuring (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)
Restructuring and Related Activities [Abstract]
Accelerated depreciation charges	$ 360
Accelerated Hearing Program Charges	129
Severance and other benefit-related costs	3,840
Total	$ 4,329

Collaboration Agreement

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Collaboration Agreement

13. 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.

As consideration for the licensed rights under the Astellas Agreement, Astellas paid the Company an upfront payment of $80,000 in July 2019 and had agreed to pay potential development milestone payments up to $230,000 and commercialization milestones of up to $315,000. The parties had agreed to 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.

On April 11, 2023, Astellas sent the Company a notice stating that Astellas would be terminating the Astellas Agreement on April 14, 2023. The Company agreed to the terms of the notice and on April 14, 2023, the Astellas Agreement was terminated. The Company was not subject to any payments or costs as a result of this termination.

The Astellas Agreement contained joint research and development activities that were not within the scope of ASC 606. The Company invoiced Astellas for all joint costs. In the three and six months ended June 30, 2023 and 2022, the Company invoiced Astellas $67 and $81 and $108 and $301, respectively, for joint costs.

Sublease - Summary of future sublease income (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Leases [Abstract]
2023	$ 1,186
2024	1,383
Total future sublease income	$ 2,569

Debt - Additional Information (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended		25 Months Ended
	Dec. 11, 2020	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Nov. 30, 2022	Apr. 03, 2023
Debt Instrument [Line Items]
Interest Expense, Debt		$ 0	$ 208	$ 284	$ 386
Term Loan
Debt Instrument [Line Items]
Debt due							$ 11,667
Loan Agreement
Debt Instrument [Line Items]
Debt instrument final payment		$ 150		$ 150
Loan Agreement \| Term Loan
Debt Instrument [Line Items]
Principal balance	$ 15,000
Payment terms, description	The Company made monthly interest only payments through November 30, 2022. The principal balance and interest were to be repaid in equal monthly installments after the interest only period and continue through May 1, 2024 (Loan Maturity Date)
Frequency of interest-only payments						monthly
Monthly interest only payments due	Nov. 30, 2022
Loan maturity date	May 01, 2024

Investments (Tables)

6 Months Ended

Jun. 30, 2023

Investments, Debt and Equity Securities [Abstract]

Schedule of classified as available-for-sale and recorded at fair value

The following tables summarize the Company's investments, all of which are classified as available-for-sale and recorded at fair value:


	June 30, 2023
	Amortization		Unrealized		Fair Market
	Cost		Gain		Value
Short-term marketable securities		6,571		195		6,766
	$	6,571	$	195	$	6,766


	December 31, 2022
	Amortization		Unrealized			Fair Market
	Cost		Loss			Value
Short-term marketable securities		31,280		(317	)		31,143
	$	31,280	$	(317	)	$	31,143

Schedule of debt securities in an unrealized loss position

The following tables summarize the Company's debt securities in an unrealized loss position, aggregated by length of time in a continuous unrealized loss position.


	June 30, 2023
	Less than 12 Months					More than 12 Months					Total
	Fair Market Value		Unrealized Loss			Fair Market Value		Unrealized Loss			Fair Market Value		Unrealized Loss
Short-term marketable securities in unrealized loss position	$	3,981	$	(4	)	$	2,785	$	(11	)	$	6,766	$	(15	)
	$	3,981	$	(4	)	$	2,785	$	(11	)	$	6,766	$	(15	)


	December 31, 2022
	Less than 12 Months					More than 12 Months					Total
	Fair Market Value		Unrealized Loss			Fair Market Value		Unrealized Loss			Fair Market Value		Unrealized Loss
Short-term marketable securities in unrealized loss position	$	17,303	$	(78	)	$	9,927	$	(135	)	$	27,230	$	(213	)
	$	17,303	$	(78	)	$	9,927	$	(135	)	$	27,230	$	(213	)

Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 494	$ 689	$ 1,494	$ 1,415
Accelerated depreciation charges			$ 360

Net Loss Per Share

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Net Loss Per Share

8. 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 and six months ended June 30, 2023 and 2022 since all potential shares of common stock instruments are anti-dilutive as a result of the loss for such periods.


	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Numerator:
Net Loss	$	(10,796	)	$	(21,285	)	$	(30,339	)	$	(44,671	)
Denominator:
Weighted-average shares of common stock outstanding- basic and diluted		35,800,821			34,976,409			35,563,754			34,894,001
Net loss per share attributable to common stockholders- basic and diluted	$	(0.30	)	$	(0.61	)	$	(0.85	)	$	(1.28	)

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.


	Six Months Ended June 30,
	2023		2022
Unvested restricted stock units		3,101,400		2,305,500
Outstanding stock options		4,739,486		6,068,151
Total		7,840,886		8,373,651

Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Payroll and employee related expenses	$ 2,885	$ 4,216
Professional fees	1,541	377
Third-party research and development expenses	73	773
Other	372	525
Total	$ 4,871	$ 5,891

Organization and Basis of Presentation - Additional Information (Details) - USD ($) $ in Thousands		1 Months Ended	6 Months Ended
	Feb. 13, 2023	May 31, 2023	Jun. 30, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Date of incorporation			Nov. 30, 2014
Restructuring and Related Cost, Number of Positions Eliminated, Period Percent	55.00%
Reduction in force		55.00%
Accumulated deficit			$ 292,004	$ 261,665

Recently Adopted And Issued Accounting Standards	6 Months Ended
Recently Adopted And Issued Accounting Standards	Jun. 30, 2023
Accounting Policies [Abstract]
Recently Adopted and Issued Accounting Standards	2. Recently adopted and 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. The Company adopted the standard on January 1, 2023 and it did not have a material impact on the 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.

+ References

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

License Agreements

6 Months Ended

Jun. 30, 2023

Research and Development [Abstract]

License Agreements

14. 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.

On April 6, 2023, the Company sent MIT a notice stating that the Company would be terminating the MIT License Agreement in 3-months’ time. The termination became final on July 6, 2023. The Company is not subject to any payments or costs as a result of this termination.

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 MS. 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.

On March 29, 2023, the Company sent CALIBR a notice stating that the Company would be terminating the CALIBR License Agreement in 30 days’ time. The termination became final in April 2023. The Company is not subject to any payments or costs as a result of this termination.

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).

On February 21, 2023, the Company sent MEE a notice stating that the Company would be terminating the MEE License Agreement in 30 business days’ time. The termination became final in April 2023. The Company is not subject to any payments or costs as a result of this termination.

Sublease (Tables)

6 Months Ended

Jun. 30, 2023

Leases [Abstract]

Summary Of Expected Future Sublease Income

The below table shows the expected future sublease income as of June 30, 2023.


Years Ending December 31,	Sublease Income
2023		1,186
2024		1,383
Total future sublease income		2,569

Restructuring - Schdule of Changes to the liability for the restructuring (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)
Restructuring Cost and Reserve [Line Items]
Restructing liabilities Ending	$ 1,953
Accelerated FX-322 charges
Restructuring Cost and Reserve [Line Items]
Liability balance Opening	0
Net charges	46
Restructing liabilities Ending	46
Accelerated FX-345 charges
Restructuring Cost and Reserve [Line Items]
Liability balance Opening	0
Net charges	1,953
Severance and other benefit-related costs
Restructuring Cost and Reserve [Line Items]
Liability balance Opening	0
Net charges	1,907
Restructing liabilities Ending	$ 1,907

Income Taxes

6 Months Ended

Jun. 30, 2023

Income Tax Disclosure [Abstract]

Income Taxes

12. 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 and six months ended June 30, 2023 and 2022 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 June 30, 2023 and December 31, 2022 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
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+ Details

Organization and Basis of Presentation (Policies)	6 Months Ended
Organization and Basis of Presentation (Policies)	Jun. 30, 2023
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 June 30, 2023 and the consolidated statements of operations, the consolidated statements of comprehensive loss and the consolidated statements of stockholders’ equity for the three and six months ended June 30, 2023 and 2022 and the consolidated statements of cash flows for the six months ended June 30, 2023 and 2022 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 June 30, 2023, the results of its operations for the three and six months ended June 30, 2023 and 2022, and cash flows for the six months ended June 30, 2023 and 2022. The financial data and other information disclosed in these notes related to the three and six months ended June 30, 2023 and 2022 are also unaudited. The results for the three and six months ended June 30, 2023 are not necessarily indicative of results to be expected for the year ending December 31, 2023, any other interim periods, or any future year or period. The consolidated balance sheet as of December 31, 2022 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, 2022 included in the Company’s Form 10-K.
Recently Adopted Accounting Pronouncements	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. The Company adopted the standard on January 1, 2023 and it did not have a material impact on the consolidated financial statements.

Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Statement of Comprehensive Income [Abstract]
Net loss	$ (10,796)	$ (21,285)	$ (30,339)	$ (44,671)
Other comprehensive gain (loss):
Unrealized gain (loss) on marketable securities and money market funds	58	(96)	192	(330)
Total other comprehensive gain (loss)	58	(96)	192	(330)
Comprehensive loss	$ (10,738)	$ (21,381)	$ (30,147)	$ (45,001)

- Definition

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

+ References

+ Details

Subsequent Events

6 Months Ended

Jun. 30, 2023

Subsequent Events [Abstract]

Subsequent Events

18. Subsequent events

The Company has evaluated subsequent events for recognition, remeasurement and disclosure purposes through August 10, 2023, the date which the consolidated financial statements were available to be issued. The identified subsequent event is as follows:

Agreement and plan of merger

On July 14, 2023, the Company, along with Frequency Merger Sub, Inc. (Merger Sub) and Korro Bio, Inc., (Korro Bio) entered into an Agreement and Plan of Merger (the Merger Agreement), pursuant to which, Merger Sub will merge with and into Korro Bio, with Korro Bio continuing as a wholly owned subsidiary of the Company and the surviving corporation of the merger. In connection with the merger, the Company has prepared and filed a combined registration statement on Form S-4 registering the Company's common stock to be issued to Korro Bio’s stockholders in the merger and proxy statement with respect to the meeting of the Company's stockholders.

The Merger Agreement contains customary representations, warranties and covenants made by the Company and Korro Bio, including covenants relating to obtaining the requisite approvals of the Company's stockholders and Korro Bio, indemnification of directors and officers, and the Company's and Korro Bio’s conduct of their respective businesses between the date of signing the Merger Agreement and the closing of the merger. The Merger Agreement also contains certain customary termination rights. The Merger Agreement further provides that, upon termination of the Merger Agreement under specified circumstances, Korro Bio may be required to pay the Company a termination fee of $4,000, or the Company may be required to pay Korro Bio a termination fee of $1,500.

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2023	Aug. 01, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q2
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		36,520,750
Document Quarterly Report	true
Document Transition Report	false

Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
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	35,963,706	35,262,083
Common stock, outstanding shares	35,963,706	35,262,083

Stock-based Compensation (Tables)

6 Months Ended

Jun. 30, 2023

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 six months ended June 30, 2023:


	Number of shares			Weighted average exercise		Weighted average remaining contractual term		Aggregate intrinsic
	in Plans			price		(in years)		value
Outstanding as of December 31, 2022		5,742,053		$	2.35		6.69	$	9,114
Granted		27,350			4.66		4.84		—
Exercised		(2,969	)		0.07		—	$	1
Forfeited		(1,026,948	)		2.45		—		—
Outstanding as of June 30, 2023		4,739,486		$	2.34		6.20	$	3
Options exercisable as of June 30, 2023		4,249,097		$	2.35		6.07	$	3
Options unvested as of June 30, 2023		490,389		$	2.20		7.33	$	—

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:


	June 30,
	2023
Risk-free interest rate		3.6	%
Expected term (in years)		6.0
Expected volatility		92.0	%
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 June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Research and development	$	171	$	1,598	$	1,010	$	3,899
General and administrative		2,726		2,966		5,318		5,931
Total	$	2,897	$	4,564	$	6,328	$	9,830

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 six months ended June 30, 2023:


	Number of shares			Weighted average fair value
Unvested, December 31, 2022		3,101,650		$	2.51
Awarded		1,666,340			4.78
Vested		(673,900	)		0.97
Forfeited		(992,690	)		3.84
Unvested as of June 30, 2023		3,101,400		$	3.59

Stockholders' Equity - Additional Information (Details) - USD ($)		3 Months Ended	6 Months Ended
	Dec. 10, 2021	Jun. 30, 2023	Jun. 30, 2023	Jun. 30, 2022	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022	Dec. 31, 2021
Class Of Stock [Line Items]
Preferred stock, shares authorized		10,000,000	10,000,000			10,000,000
Preferred Stock, value per share		$ 0.001	$ 0.001			$ 0.001
Common stock, authorized shares		200,000,000	200,000,000			200,000,000
Common stock, par value		$ 0.001	$ 0.001			$ 0.001
Preferred stock, issued shares		0	0			0
Preferred stock, outstanding shares		0	0			0
Common stock, issued shares		35,963,706	35,963,706			35,262,083
Common stock, outstanding shares		35,963,706	35,963,706			35,262,083
Proceeds from Issuance of Common Stock			$ 1,000	$ 61,000
Common Stock
Class Of Stock [Line Items]
Common stock, outstanding shares		35,963,706	35,963,706	34,976,409	35,751,956	35,262,083	34,976,409	34,611,213
Common Stock \| Equity Distribution Agreement
Class Of Stock [Line Items]
Common stock, sale of price per share	$ 0.001
Common Stock \| ATM Program
Class Of Stock [Line Items]
Common stock shares issued and sold		0	0	12,767
Proceeds from Issuance of Common Stock				$ 50,000
Common Stock \| Maximum \| Equity Distribution Agreement
Class Of Stock [Line Items]
Proceeds from Issuance of Common Stock	$ 125,000

Stock-based Compensation - Summary of Status of Restricted Common Stock and Restricted Stock Units (Details) - Restricted Stock Units	6 Months Ended
	Jun. 30, 2023 $ / shares shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares, Unvested as of December 31, 2022 \| shares	3,101,650
Number of shares, Awarded \| shares	1,666,340
Number of shares, Vested \| shares	(673,900)
Number of shares, Forfeited \| shares	(992,690)
Number of shares, Unvested as of June 30, 2023 \| shares	3,101,400
Weighted average fair value, Unvested as of December 31, 2022 \| $ / shares	$ 2.51
Weighted average fair value, Awarded \| $ / shares	4.78
Weighted average fair value, Vested \| $ / shares	0.97
Weighted average fair value, Forfeited \| $ / shares	3.84
Weighted average fair value, Unvested, June 30, 2023 \| $ / shares	$ 3.59

Stock-based Compensation

6 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

Stock-based Compensation

10. 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 six months ended June 30, 2023:


	Number of shares			Weighted average exercise		Weighted average remaining contractual term		Aggregate intrinsic
	in Plans			price		(in years)		value
Outstanding as of December 31, 2022		5,742,053		$	2.35		6.69	$	9,114
Granted		27,350			4.66		4.84		—
Exercised		(2,969	)		0.07		—	$	1
Forfeited		(1,026,948	)		2.45		—		—
Outstanding as of June 30, 2023		4,739,486		$	2.34		6.20	$	3
Options exercisable as of June 30, 2023		4,249,097		$	2.35		6.07	$	3
Options unvested as of June 30, 2023		490,389		$	2.20		7.33	$	—

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:


	June 30,
	2023
Risk-free interest rate		3.6	%
Expected term (in years)		6.0
Expected volatility		92.0	%
Expected dividend yield		0.0	%

The weighted-average grant date fair value of options granted during the three and six months ended June 30, 2023 was $3.58. The weighted-average grant date fair value of options granted during the three and six months ended June 30, 2022 was $0.92 and $1.57, respectively.

The total grant date fair value of options vested during the three and six months ended June 30, 2023 was $2,322 and $4,657, respectively. The total grant date fair value of options vested during the three and six months ended June 30, 2022 was $3,620 and $8,036, respectively.

Repricing of stock options

On August 17, 2022, the Board of Directors approved the repricing of all options granted under the 2019 Incentive Award Plan that were held by then current employees, executives, directors, and consultants for which the exercise price per share was greater than the closing price per share of the Company's common stock on August 17, 2022 (Underwater Options) by reducing the exercise price of each Underwater Option to $2.14, the closing price per share of the Company's common stock on August 17, 2022. Except for the modification of the exercise price, all other terms and conditions of the Underwater Options remain in effect.

The option repricing resulted in incremental stock-based compensation of $2,505, of which $169 and $339 was recorded as expense in the three and six months ended June 30, 2023, respectively. At June 30, 2023, $536 incremental expense remains which will be recognized as expense over the requisite service period in which the options vest.

Restricted stock units

The below summary includes restricted stock unit activity within the Company's 2019 Incentive Award Plan for the six months ended June 30, 2023:


	Number of shares			Weighted average fair value
Unvested, December 31, 2022		3,101,650		$	2.51
Awarded		1,666,340			4.78
Vested		(673,900	)		0.97
Forfeited		(992,690	)		3.84
Unvested as of June 30, 2023		3,101,400		$	3.59

Stock-based compensation

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Research and development	$	171	$	1,598	$	1,010	$	3,899
General and administrative		2,726		2,966		5,318		5,931
Total	$	2,897	$	4,564	$	6,328	$	9,830

As of June 30, 2023, total unrecognized stock-based compensation expense relating to unvested stock options and restricted stock units was $12,536. This amount is expected to be recognized over a weighted-average period of 1.72 years.