10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________________________________________________________________________________________

FORM 10-K/A

(Amendment No. 1)

________________________________________________________________________________________________________

(Mark One)

☒    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2022

or

☐    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________.

Commission File Number 001-37998

________________________________________________________________________________________________________

JOUNCE THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

________________________________________________________________________________________________________

Delaware		45-4870634
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
780 Memorial Drive
Cambridge,	Massachusetts	02139
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (857) 259‑3840

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	JNCE	Nasdaq Global Select Market

Securities registered pursuant to Section 12(g) of the Act:

None

    Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨  No x

    Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨  No x

    Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x  No ¨ 

    Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S‑T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x  No ¨

    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐  

    Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Act). Yes ☐  No ☒

    As of June 30, 2022, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s Common Stock held by non-affiliates of the registrant was approximately $125,400,228, based upon the closing price of the registrant’s Common Stock on June 30, 2022.

    As of April 21, 2023, there were 52,635,468 shares of common stock, $0.001 par value per share, outstanding.

Auditor Name:	Auditor Firm ID:	Auditor Location:
Ernst & Young LLP	42	Boston, Massachusetts

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A, or the Form 10-K/A, is being filed by Jounce Therapeutics, Inc. (the “Company,” “we,” “our,” “us” or “Jounce”) in order to disclose information required by Items 10, 11, 12, 13 and 14 of Part III of Form 10-K, which information was omitted from Jounce’s Form 10-K for the fiscal year ended December 31, 2022 (the “Original Form 10-K”) in reliance on Instruction G to Form 10-K. The Original Form 10-K was filed with the Securities and Exchange Commission, or SEC, on March 10, 2023.

Jounce does not expect to file its definitive proxy statement for the 2023 annual stockholders’ meeting within 120 days of the end of its most recent fiscal year (as required under Instruction G to Form 10-K). Therefore, Jounce is filing this Form 10-K/A in order to add information required by Items 10, 11, 12, 13 and 14 that would have been contained in the definitive proxy statement. Jounce is also filing as exhibits to this Form 10-K/A new certifications with respect to this filing by its principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002; accordingly, Item 15 of Part IV has also been amended to reflect the filing of these new exhibits. Because no financial statements are being filed in this Form 10-K/A, and this Form 10-K/A does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. Jounce is also not filing new certifications required under Section 906 of the Sarbanes-Oxley Act of 2002. Finally, Jounce is filing this Form 10-K/A to amend the Original Form 10-K cover page by deleting the reference to the incorporation by reference of portions of its definitive proxy statement into Part III.

This Form 10-K/A is limited in scope to the items identified above and should be read in conjunction with the Original Form 10-K and Jounce’s other filings with the SEC. This Form 10-K/A does not reflect events occurring after the filing of the Original Form 10-K or modify or update those disclosures affected by subsequent events. Consequently, all other information is unchanged and reflects the disclosures made at the time of the filing of the Original Form 10-K.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance

Board of Directors

Board Composition and Structure

The board of directors is currently comprised of eight members. Below is a list of the names, ages as of April 28, 2023, and classification of the individuals who currently serve as our directors.

Name	Age	Position	Director Since
Luis A. Diaz, Jr., M.D.	52	Director (Class II)	October 2017
Barbara Duncan	58	Director (Class II)	May 2016
Robert Iannone, M.D., M.S.C.E.	56	Director (Class I)	January 2020
Robert Kamen, Ph.D.	78	Director (Class II)	February 2013
Perry Karsen	68	Director (Class III)	January 2016
Richard Murray, Ph.D.*	64	Director (Class III)	July 2014
Jigar Raythatha	46	Chairman of the Board of Directors (Class III)	September 2021
Luisa Salter-Cid, Ph.D.	59	Director (Class I)	February 2021

*On February 22, 2023, as part of a reduction in force, the board of directors approved the consolidation of the Company's executive and finance function and eliminated the position of chief executive officer and chief operating officer, as well as eliminating most other positions on the Company’s management team. Accordingly, Dr. Murray stepped down as the chief executive officer and president of the Company effective April 1, 2023. Dr. Murray continues his service on the Company’s board of directors.

Director Biographies

Luis Diaz, Jr., M.D.—Dr. Diaz has served as the head of the solid tumor oncology division and a faculty member at the Memorial Sloan Kettering Cancer Center since December 2016, and was appointed to the National Cancer Advisory Board in September 2021. From 2004 to December 2016, Dr. Diaz was a faculty member and physician at Johns Hopkins University School of Medicine. He is also a founder and previously served as a board member, and from 2010 to April 2016, as president, chief executive officer and chief medical officer, of Personal Genome Diagnostics Inc., a private cancer genome analysis company, which was acquired by Labcorp in 2022. He received his M.D. from the University of Michigan, where he also received his B.A. in Microbiology. We believe Dr. Diaz is qualified to serve on our board of directors due to his background as a physician focused on oncology and his experience as a faculty member at a major hospital and medical center.

Barbara Duncan—Ms. Duncan served as the chief financial officer of Intercept Pharmaceuticals Inc., a public biopharmaceutical company, from May 2009 to June 2016 and as treasurer from 2010 to June 2016. She serves as the chair of the board of directors of Fusion Pharmaceuticals Inc. and has been a member of the board of directors since October 2020. She has also served as a member of the board of directors of Halozyme, Inc. since February 2023, Adaptimmune Therapeutics plc since June 2016, Atea Pharmaceuticals, Inc. since October 2020 and Ovid Therapeutics, Inc. since June 2017, each of which is a public therapeutics company. She previously served on the board of public companies ObsEva SA from December 2016 to May 2021, Immunomedics, Inc. from March 2019 to October 2020, Aevi Genomic Medicine, Inc. (formerly Medgenics, Inc.) from June 2015 to February 2020 and Innoviva, Inc. from September 2016 to April 2018. Ms. Duncan holds an M.B.A. from the Wharton School of Business and a B.S. from Louisiana State University. We believe Ms. Duncan is qualified to serve on our board of directors because of her experience in the biopharmaceutical industry, her experience in the financial sector and membership on boards of directors of other public and private companies.

Robert Iannone, M.D., M.S.C.E.—Dr. Iannone has served as the Executive Vice President, Global Head of Research and Development of Jazz Pharmaceuticals plc, a public biopharmaceutical company, since May 2019. Previously, he served as the Chief Medical Officer and Head of Research and Development at Immunomedics, Inc., a public biopharmaceutical company, from April 2018 until May 2019. Dr. Iannone also held leadership roles at AstraZeneca, a global biopharmaceutical company, where, from July 2014 until April 2018, he was employed in the roles of Senior Vice President and Head of Immuno-oncology, Global Medicines Development. Since May 2021, Dr. Iannone has served as a member of the board of directors of iTeos Therapeutics, Inc. Dr. Iannone received a B.S. from The Catholic University of America, an M.D. from the Yale School of Medicine and an M.S.C.E. from the University of Pennsylvania Perelman School of Medicine. We believe Dr. Iannone is qualified to serve on our board of directors due to his background as a physician focused on oncology and his leadership experience in the life sciences industry.

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Robert Kamen, Ph.D.—Dr. Kamen has been an advisory partner at Third Rock Ventures, LLC, or TRV, since February 2022, and he previously served as a venture partner at TRV from 2017 through January 2022 and as an entrepreneur-in-residence at TRV from 2010 through 2017. Dr. Kamen serves on the boards of directors of EpimAb Biotherapeutics, Inc., a clinical-stage biotechnology company specializing in bispecific antibody development, and Harbour BioMed, a global clinical-stage biopharmaceutical company. He served on the board of directors of Neon Therapeutics, Inc., an immuno-oncology company, from 2015 through May 2020. Dr. Kamen holds a Ph.D. in biochemistry and molecular biology from Harvard University and a B.S. in biophysics from Amherst College. We believe that Dr. Kamen is qualified to serve on our board of directors because of his experience in the venture capital and life sciences industries, membership on various other boards of directors, and his leadership and management experience.

Perry Karsen—Mr. Karsen served as the chairman of our board of directors from April 2016 to June 2022. Mr. Karsen retired from Celgene Corporation at the end of 2015 and currently is a Senior Advisor at Samsara BioCapital as well as the Executive Chair of Autobahn Labs. He serves as the Chair of the board of directors of Nitrase Therapeutics (formerly Nitrome Biosciences), as Chair of the board of directors of Graphite Bio and on the Board of the Gladstone Foundation. Previously, Mr. Karsen served as a director of Jiya Acquisition Corp., a public blank check special purpose acquisition company affiliated with Samsara BioCapital, from November 2020 to September 2021, as well as on the boards of directors of Intellia Therapeutics, Inc. from April 2016 to December 2020, Voyager Therapeutics, Inc. from July 2015 to August 2019, and OncoMed Pharmaceuticals, Inc. from January 2016 to April 2019, each of which is a public life sciences company. Mr. Karsen received a Masters of Management from Northwestern University's Kellogg Graduate School of Management, a Masters of Arts in Teaching of Biology from Duke University and a B.S. in Biological Sciences from the University of Illinois, Urbana-Champaign. We believe Mr. Karsen is qualified to serve on our board of directors because of his executive leadership experience and membership on boards of directors of other public companies.

Richard Murray, Ph.D.—Dr. Murray served as our president and chief executive officer from July 2014 until April 1, 2023 and has served as a member of our board of directors since July 2014. Prior to joining Jounce, Dr. Murray served as senior vice president of biologics and vaccines research and development at Merck & Co., a global healthcare company, from 2009 to June 2014 where he was responsible for the advancement of biologics and vaccines, including Merck's cancer immunotherapy pipeline. Since June 2019, he has served as a director of Platelet Biogenesis, Inc., a private biotechnology company. Dr. Murray holds a Ph.D. in microbiology and immunology from the University of North Carolina at Chapel Hill and a B.S. in microbiology from the University of Massachusetts, Amherst. We believe that Dr. Murray is qualified to serve on our board of directors due to his operating and historical experience gained from serving as our president, chief executive officer and as a board member, combined with his experience in drug research and development.

Jigar Raythatha—Mr. Raythatha has served as the chairman of our board of directors since June 2022. Mr. Raythatha joined TRV as a venture partner in January 2022 and previously served as the president and chief executive officer and a member of the board of directors of Constellation Pharmaceuticals, Inc., a public pharmaceutical company, from March 2017 until its acquisition by MorphoSys AG in July 2021. Mr. Raythatha previously served as chief business officer of Jounce from December 2012 until February 2017. He earned an M.B.A. from Columbia University and a B.A. in biochemistry and economics from Rutgers University. We believe that Mr. Raythatha is qualified to serve on our board of directors because of his leadership experience in the life sciences industry.

Luisa Salter-Cid, Ph.D.—Dr. Salter-Cid has served as the Chief Scientific Officer of Pioneering Medicines, a division of Flagship Pioneering, since May 2021. Previously, Dr. Salter-Cid was the Chief Scientific Officer of Gossamer Bio, Inc., a public clinical-stage biopharmaceutical company, from August 2018 through April 2021, and worked at Bristol Myers Squibb in increasing positions of responsibility from 2005 to August 2018, most recently as Vice President and Head of Immunology, small molecule Immuno-Oncology and Genomics Discovery. Dr. Salter-Cid holds a B.S. in Biology from University of Lisbon and a Ph.D. in Immunology from the University of Miami School of Medicine. We believe that Dr. Salter-Cid is qualified to serve on our board of directors because of her leadership experience in the life sciences industry and experience in immuno-oncology.

Executive Officers

On February 22, 2023, as part of a reduction in force, the board of directors approved the consolidation of the Company’s executive and finance functions and eliminated the positions of chief executive officer and chief operating officer, as well as eliminating most other positions on the Company’s management team. Accordingly, effective March 15, 2023, Hugh Cole

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stepped down as chief operating officer of the Company; and effective April 1, 2023, Richard Murray stepped down as chief executive officer and president of the Company, and Elizabeth Trehu stepped down as chief medical officer of the Company.

As of April 28, 2023, Kim C. Drapkin, 55, is the Company’s sole executive officer. In addition to her roles as the Company’s treasurer and chief financial officer, Ms. Drapkin was appointed president effective April 1, 2023.

Ms. Drapkin has served as our chief financial officer since August 2015, and our treasurer since February 2013. From 2009 to August 2015, Ms. Drapkin was the owner of KCD Financial LLC, through which she served as our interim chief financial officer from 2012 to August 2015, and consulted for numerous biotechnology companies. Ms. Drapkin began her career at PricewaterhouseCoopers LLP, is a certified public accountant and holds a B.S. in accounting from Babson College.

There are no family relationships between or among any of our directors or executive officers. The principal occupation and employment during the past five years of each of our directors was carried on, in each case except as specifically identified above, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our directors and any other person or persons pursuant to which he or she is to be selected as a director. There are no material legal proceedings to which any of our directors is a party adverse to or any of our subsidiaries or in which any such person has a material interest adverse to us or any of our subsidiaries.

Code of Ethics

We have adopted a written code of business conduct and ethics that applies to our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the code is posted on the Corporate Governance section of our website, which is located at www.jouncetx.com. If we make any substantive amendments to, or grant any waivers from, the code of business conduct and ethics for any officer or director, we will disclose the nature of such amendment or waiver on our website or in a current report on Form 8-K. We will provide any person, without charge, a copy of such Code of Business Conduct and Ethics upon written request, which may be mailed to 780 Memorial Drive, Cambridge, MA 02139, Attn: Corporate Secretary.

Audit Committee

The members of our audit committee are Barbara Duncan, Perry Karsen and Jigar Raythatha. Ms. Duncan is the chair of our audit committee. Our board of directors has determined that Ms. Duncan is an "audit committee financial expert" as defined by applicable SEC rules. Our audit committee assists our board of directors in its oversight of our accounting and financial reporting process and the audits of our consolidated financial statements. The audit committee met four times during the year ended December 31, 2022, including meetings via telephone or video conference. Our audit committee's responsibilities include:

•appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm;

•pre-approving auditing and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm;

•reviewing the overall audit plan with our independent registered public accounting firm and members of management responsible for preparing our financial statements;

•reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures as well as critical accounting policies and practices used by us;

•coordinating the oversight and reviewing the adequacy of our internal control over financial reporting;

•establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns;

•recommending based upon the audit committee's review and discussions with management and our independent registered public accounting firm whether our audited financial statements shall be included in our Annual Report on Form 10-K;

•monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters;

•preparing the audit committee report required by SEC rules to be included in our annual proxy statement;

•reviewing all related person transactions for potential conflict of interest situations and approving all such transactions; and

•reviewing quarterly earnings releases.

All audit services to be provided to us and all non-audit services, other than de minimis non-audit services as defined under the Exchange Act of 1934, as amended, to be provided to us by our registered public accounting firm must be approved in advance by our audit committee.

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Policy on Trading, Pledging and Hedging of Company Stock

Certain transactions in our securities (such as purchases and sales of publicly traded put and call options) create a heightened compliance risk or could create the appearance of misalignment between management and stockholders.

We have adopted a Company policy on insider trading and disclosure and special trading procedures for insiders (together, our “insider trading policy”) which govern the purchase, sale, and/or other dispositions of the Company’s securities by directors, officers and employees, or the Company itself, and we believe that our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to us. Our insider trading policy expressly prohibits our directors, officers, employees and consultants from engaging in purchases or sales of puts, calls, other derivative securities of the company or any derivative securities that provide the economic equivalent of ownership of any of the company’s securities or engaging in any other hedging transaction with respect to the company’s securities, at any time unless such transaction has been approved by our audit committee. Employees, other than our directors, officers and certain designated employees and consultants, are generally permitted to engage in transactions designed to hedge or offset market risk unless they are in possession of material, nonpublic information about our company.

Item 11. Executive and Director Compensation

This section discusses the material elements of our executive compensation policies for our “named executive officers” and the most important factors relevant to an analysis of these policies. It provides qualitative information regarding the manner and context in which compensation is awarded to and earned by our executive officers named in the "Summary Compensation Table" below, or our "named executive officers," and is intended to place in perspective the data presented in the following tables and the corresponding narrative.

Executive Compensation

2022 Summary Compensation Table

The following table presents information regarding the total compensation awarded to, earned by and paid to our named executive officers for services rendered to us in all capacities for the years indicated.

Name and Principal Position	Year	Salary ($)		Bonus ($)			Stock Awards ($)(1)		Option Awards ($)(2)		All Other Compensation ($)			Total ($)
Richard Murray, Ph.D.,(3)	2022	$	600,000	$	247,500	(4)	$	661,500	$	920,728	$	9,546	(5)	$	2,439,274
President and Chief Executive Officer	2021	$	582,100	$	296,200	(6)	$	986,775	$	1,361,996	$	9,096	(5)	$	3,236,167
Hugh M. Cole(7)	2022	$	475,000	$	144,210	(4)	$	317,463	$	438,163	$	9,408	(5)	$	1,384,244
Chief Operating Officer	2021	$	438,900	$	162,500	(6)	$	317,463	$	438,163	$	6,044	(5)	$	1,363,070
Elizabeth G. Trehu, M.D.(8)	2022	$	480,700	$	142,500	(4)	$	264,553	$	365,136	$	9,546	(5)	$	1,262,435
Chief Medical Officer	2021	$	460,000	$	170,500	(6)	$	264,553	$	365,136	$	9,096	(5)	$	1,269,285

(1)Amounts shown reflect the aggregate grant date fair value of restricted stock units in accordance with the Financial Accounting Standards Board, Accounting Standards Codification Topic 718, Compensation—Stock Compensation, or ASC 718. See Note 2 and Note 10 to our audited consolidated financial statements appearing in our 2022 Annual Report on Form 10-K filed with the SEC on March 10, 2023 for details on the valuation of these restricted stock units.

(2)Amounts reflect the aggregate grant date fair value of option awards in accordance with ASC 718. For information regarding assumptions underlying the valuation of option awards, see Note 2 and Note 10 to our audited consolidated financial statements appearing in our 2022 Annual Report on Form 10-K filed with the SEC on March 10, 2023 for details on the assumptions made in the valuation of these awards. These amounts do not correspond to the actual value that may be recognized by the named executive officers upon vesting of the applicable awards.

(3)Dr. Murray stepped down as of President and chief executive officer effective as of April 1, 2023. In 2022, Dr. Murray also served as a member of our board of directors but did not receive any additional compensation for his service as a director.

(4)The amount reported represents a bonus based upon the achievement of company and individual performance objectives for the year ended December 31, 2022, which was paid in February 2023.

(5)All other compensation for 2022 included life insurance premiums for Dr. Murray, Mr. Cole and Dr. Trehu in the amounts of $396, $258 and $396, respectively, and 401(k) contributions of $9,150 for each of Dr. Murray, Dr. Trehu and Mr. Cole. All other compensation for 2021 included life insurance premiums for Dr. Murray, Mr. Cole and Dr. Trehu in the amounts of $396, $258 and $396, respectively, and 401(k) contributions of $8,700 for each of Dr. Murray and Dr. Trehu, and $5,786 for Mr. Cole.

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(6)The amount reported represents a bonus based upon the achievement of company and individual performance objectives for the year ended December 31, 2021, which was paid in February 2022.

(7)Mr. Cole stepped down as our chief operating officer effective March 15, 2023.

(8)Dr. Trehu stepped down as our chief medical officer effective April 1, 2023.

Narrative Disclosure to Summary Compensation Table

Base Salary. Base salaries are used to recognize the experience, skills, knowledge and responsibilities required of our named executive officers. Base salaries for our named executive officers typically are established through arm’s length negotiation at the time such executive officer is hired, taking into account the position for which the executive officer is being considered and the executive officer’s qualifications, prior experience and salary expectations. None of our named executive officers was party to an employment agreement that provided for automatic or scheduled increases in base salary. Historically, on an annual basis, our compensation committee reviewed and evaluated, with input from our chief executive officer (except with respect to his own compensation and performance), the need for adjustment of the base salaries of our executive officers based on changes and expected changes in the scope of an executive officer’s responsibilities, including promotions, the individual contributions made by and performance of the executive officer during the prior year and over a period of years, overall labor market conditions, our overall growth and development as a company and general salary trends in our industry and among our peer group and where the executive officer’s salary falls in the salary range presented by that data. No formulaic base salary increases are provided to our executive officers.

In 2022, we paid an annual base salary of $600,000 to Dr. Murray, $475,000 to Mr. Cole and $480,700 to Dr. Trehu. In 2021, we paid an annual base salary of $582,100 to Dr. Murray, $438,900 to Mr. Cole and $460,000 to Dr. Trehu. The base salary adjustments from 2021 to 2022 consisted of merit-based increases attributable to performance against corporate goals and achievement of individual goals, as well as adjustments for internal pay equity and the other factors described above.

Annual Bonus. Our board of directors or compensation committee typically establishes annual bonus targets based around a set of specified corporate goals for our named executive officers and conducts an annual performance review to determine the attainment of such goals. Under the terms of their respective employment agreements, each of our named executive officers was eligible to receive an annual cash bonus, as determined by our compensation committee or board of directors, with a target of a specified percentage of such officer's annual base salary earned in a calendar year, which percentage was subject to adjustment from time to time by our compensation committee or board of directors.

With respect to 2022, we awarded bonuses of $247,500, $144,210 and $142,500 to Dr. Murray, Mr. Cole and Dr. Trehu, respectively, based on our achievement of certain company goals and individual performance objectives. With respect to 2021, we awarded bonuses of $296,200, $162,500 and $170,500 to Dr. Murray, Mr. Cole and Dr. Trehu, respectively, based on achievement of certain company goals and certain individual performance objectives.

Equity Incentives. Our equity awards have generally taken the form of stock options and restricted stock units. Our past practice has been to make equity award grants to each of our executive officers upon commencement of employment, annually in conjunction with our review of individual performance, in connection with a promotion or as a special incentive. We base the exercise price of stock options on the closing price of our common stock on the date of grant and estimate the grant date fair value of stock options in accordance with ASC 718. Stock option grants made in connection with the commencement of employment typically vest as to 25% of the underlying shares on the first anniversary of the employment start date and in equal quarterly installments thereafter through the fourth anniversary of the employment start date. Annual stock option grants typically vest in equal quarterly installments over four years with vesting commencing on January 1 of the year of grant. Annual grants of restricted stock units typically vest in equal annual installments over three years with vesting commencing on or around January 1 of the year of grant. We determine the grant date fair value of restricted stock units in accordance with ASC 718.

In 2022, we granted options to purchase an aggregate of 175,000 shares of common stock and 87,500 restricted stock units to Dr. Murray, options to purchase an aggregate of 125,000 shares of common stock and 62,500 restricted stock units to Mr. Cole, and options to purchase an aggregate of 44,000 shares of common stock and 27,500 restricted stock units to Dr. Trehu. In 2021, we granted options to purchase an aggregate of 165,000 shares of common stock and 82,500 restricted stock units to Dr. Murray, options to purchase an aggregate of 53,400 shares of common stock and 26,700 restricted stock units to Mr. Cole, and options to purchase an aggregate of 44,500 shares of common stock and 22,250 restricted stock units to Dr. Trehu.

Employment Agreements. In connection with their respective hiring, we entered into employment agreements with each of our named executive officers (collectively, the “Employment Agreements”) pursuant to which such named executive officer was employed “at will,” meaning he, she or we were able to terminate the employment arrangement at any time. Such agreements established the named executive officer’s title, initial compensation arrangements, and eligibility for benefits made available to employees generally. On January 23, 2023, the Compensation Committee of our board of directors approved the amendment of

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each of the Employment Agreements to provide that, in the event of a termination of a named executive officer’s employment without cause by the Company that occurs at any point within a period of time beginning with the three months prior to the signing of a definitive agreement relating to a transaction that, if consummated, would constitute a change in control of the Company and ending on the closing of such transaction, such executive will be eligible to receive, following the closing of such transaction, an amount equal to (i) three months of such executive’s base salary (six months in the case of Dr. Murray) as in effect immediately prior to such termination; and (ii) a bonus for the year during which the termination occurs, calculated by multiplying such executive’s target bonus percentage by 12 months of his or her base salary (up to a total of eighteen months of his base salary, taking into account amounts paid upon termination, in the case of Dr. Murray). These severance payments would be in addition to any amounts such executive is eligible to receive under his or her Employment Agreement. On March 26, 2023, our board of directors approved amendments to each of the Employment Agreements providing that severance amounts payable upon termination of employment by Jounce for any reason other than for cause, death or disability (and not on a sale event) will become payable in a lump sum within sixty (60) days after the executive’s date of termination. As noted above, Dr. Murray and Dr. Trehu were terminated by Jounce other than for cause, death or disability effective April 1, 2023, and Mr. Cole was terminated by Jounce other than for cause, death or disability effective March 15, 2023, and each received the payments described in their original Employment Agreements as set forth below.

Dr. Richard Murray, Ph.D. During 2022, Dr. Murray’s Employment Agreement provided that, in connection with the termination of Dr. Murray’s employment by Jounce outside of a Sale Event Period (as defined in his Employment Agreement) and the effectiveness of a separation agreement and release executed by Dr. Murray, he is entitled to receive (i) an amount equal to the sum of (A) 12 months of his current base salary plus (B) a pro-rated portion of his target bonus, payable in substantially equal monthly installments over 12 months commencing within 60 days of the date of termination, and (ii) a monthly cash payment until the earlier of 12 months following termination or the end of Dr. Murray’s COBRA (as defined below) health continuation period in an amount equal to the amount of the monthly employer contribution that Jounce would have made to provide health insurance to Dr. Murray had he remained employed with us.

Hugh M. Cole. During 2022, Mr. Cole’s Employment Agreement provided that, in connection with the termination of Mr. Cole’s employment by Jounce outside of a Sale Event Period (as defined in his Employment Agreement) and the effectiveness of a separation agreement and release executed by Mr. Cole, he is entitled to receive (i) an amount equal to nine months of base salary, payable in substantially equal installments over nine months following the date of termination, and (ii) a monthly cash payment until the earlier of nine months following termination or the end of Mr. Cole’s COBRA health continuation period in an amount equal to the amount of the monthly employer contribution that Jounce would have made to provide health insurance to Mr. Cole had he remained employed with us.

Elizabeth G. Trehu, M.D. During 2022, Dr. Trehu’s Employment Agreement provided that, in connection with the termination of Dr. Trehu’s employment is by Jounce outside of a Sale Event Period (as defined in her Employment Agreement) and the effectiveness of a separation agreement and release executed by Dr. Trehu, she is entitled to receive (i) an amount equal to nine months of base salary, payable in substantially equal installments over nine months following the date of termination, and (ii) a monthly cash payment until the earlier of nine months following termination or the end of Dr. Trehu’s COBRA health continuation period in an amount equal to the amount of the monthly employer contribution that Jounce would have made to provide health insurance to Dr. Trehu had she remained employed with us.

Consulting Agreements. On February 22, 2023, each of Dr. Murray, Mr. Cole and Dr. Trehu entered into a one-year consulting agreement (each, a “Consulting Agreement”) with us pursuant to which each agreed to provide consulting services related to the consummation of a change of control transaction (the “Services”). In consideration for the provision of the Services, Dr. Murray is entitled to consulting fees of $550 per hour, each of Mr. Cole and Dr. Trehu is entitled to consulting fees of $400 per hour and each executive’s outstanding option awards will continue to vest during the term of the applicable Consulting Agreement. Each Consulting Agreement will automatically terminate upon the consummation of a transaction that constitutes a change of control, and may also be terminated by the Company upon ninety days’ notice or by the executive upon 14 days’ notice.

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Outstanding Equity Awards at 2022 Fiscal Year End

The following table sets forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2022.

	Option Awards						Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock that have not Vested (#)		Market Value of Shares or Units of Stock that have not Vested ($)(1)
Richard Murray, Ph.D.	665,169	—		$	0.48	7/13/2024
	165,954	—		$	2.36	7/15/2025
	54,200	—		$	4.02	12/8/2025
	182,926	—		$	9.56	10/24/2026
	200,000	—		$	23.98	2/1/2028
	117,196	7,814	(2)	$	4.40	2/1/2029
	103,131	46,879	(3)	$	6.55	2/3/2030
	65,625	84,375	(4)	$	11.89	2/1/2031
	6,562	8,438	(4)	$	12.67	2/3/2031
	32,812	142,188	(5)	$	7.56	2/1/2032
							167,504	(6)	$	185,929
Hugh Cole	190,000	—		$	16.89	8/31/2027
	70,500	—		$	23.98	2/1/2028
	36,718	2,782	(2)	$	4.40	2/1/2029
	36,250	18,750	(3)	$	6.55	2/3/2030
	23,362	30,038	(4)	$	11.89	2/1/2031
	10,312	74,688	(5)	$	7.56	2/1/2032
	2,500	37,500	(5)	$	2.97	8/1/2032
							90,300	(7)	$	100,233
Elizabeth G. Trehu	197,385	—		$	4.02	11/12/2025
	13,550	—		$	4.02	12/8/2025
	50,135	—		$	9.56	10/24/2026
	70,500	—		$	23.98	2/1/2028
	41,718	2,782	(2)	$	4.40	2/1/2029
	30,593	13,907	(3)	$	6.55	2/3/2030
	19,468	25,032	(4)	$	11.89	2/1/2031
	10,312	44,688	(5)	$	7.56	2/1/2032
							49,571	(8)	$	55,024

(1)The market value of the stock awards is determined by multiplying the number of shares subject to the award by $1.11, which was the closing price of our common stock on December 30, 2022, the last trading day of the fiscal year.

(2)This option vested in equal quarterly installments over four years from January 1, 2019 and was fully vested on January 1, 2023.

(3)The shares underlying this option vest in equal quarterly installments over four years from January 1, 2020.

(4)The shares underlying this option vest in equal quarterly installments over four years from January 1, 2021.

(5)The shares underlying this option vest in equal quarterly installments over four years from January 1, 2022.

(6)81,670 of the RSUs vested on January 6, 2023, and remaining RSUs vested on Dr. Murray’s termination on April 1, 2023.

(7)43,066 of the RSUs vested on January 6, 2023, and remaining RSUs vested on Mr. Cole’s termination on March 15, 2023.

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(8)24,000 of the RSUs vested on January 6, 2023, and remaining RSUs vested on Dr. Trehu’s termination on April 1, 2023.

Other Agreements

We have also entered into employee confidentiality, non-solicitation, non-competition and proprietary information agreements with each of our named executive officers. Under these agreements, each of our named executive officers has agreed (i) not to compete with us during his or her employment and for a period of 12 months after the termination of his or her employment, (ii) not to solicit our employees during his or her employment and for a period of 12 months after the termination of his or her employment, (iii) to protect our confidential and proprietary information, and (iv) to assign to us related intellectual property developed during the course of his or her employment.

401(k) Retirement Plan

We maintain a 401(k) retirement plan that is intended to be a tax-qualified defined contribution plan under Section 401(k) of the Internal Revenue Code, or the IRC. In general, all of our employees are eligible to participate promptly following commencement of their employment. The 401(k) plan includes a salary deferral arrangement pursuant to which participants may elect to reduce their current compensation by up to the statutorily prescribed limit, equal to $20,500 in 2022 plus an additional $6,500 catch-up contribution for employees over the age of 50, and have the amount of the reduction contributed to the 401(k) plan. We match 50% of an employee’s 401(k) contributions up to a maximum of 6% of the participant’s salary, subject to employer match limitations under the IRC.

Compensation Committee Interlocks and Insider Participation

In the fiscal year ended December 31, 2022, the members of our compensation committee were Barbara Duncan, Perry Karsen, Jigar Raythatha and Luisa Salter-Cid. None of our executive officers serves, or in the past has served, as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who concurrently serve as members of our board of directors or our compensation committee.

Director Compensation

Our board of directors has adopted a non-employee director compensation policy, designed to enable us to attract and retain, on a long-term basis, highly qualified non-employee directors. Under the policy, effective May 10, 2022, each director who is not an employee is paid cash compensation as set forth below:

	Annual Retainer
Board of Directors:
All non-employee members	$	40,000
Additional retainer for non-executive chairperson	$	30,000
Audit Committee:
Members	$	7,500
Additional retainer for chair	$	7,500
Compensation Committee:
Members	$	6,000
Additional retainer for chair	$	6,500
Nominating and Corporate Governance Committee:
Members	$	4,000
Additional retainer for chair	$	4,000
Science and Technology Committee:
Members	$	6,000
Additional retainer for chair	$	6,500

These fees are payable in four equal quarterly installments, provided that the amount of such payment will be prorated for any portion of such quarter that the director is not serving on our board of directors or any committee of the board of directors. We also reimburse our non-employee directors for reasonable travel and other expenses incurred in connection with attending our board of directors and committee meetings.

In addition, under our director compensation program, each non-employee director will receive an initial, one-time equity award of options to purchase 40,000 shares of our common stock, which will vest in equal quarterly installments over three

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years, subject to continued service as a member of the board of directors, upon his or her initial election to our board of directors. Each non-employee member of the board who has served on our board of directors for at least 270 days will receive, at the time of our annual meeting, an annual grant of options to purchase 20,000 shares of our common stock, which will vest in equal quarterly installments during the four quarters following the grant date, provided that if the following year’s annual meeting of stockholders occurs before the one-year anniversary of the grant date, the unvested portion of the option will vest as of the date of such annual meeting, subject to continued service as a member of the board of directors through such date. In addition, each non-employee member of the board who has served on our board of directors for at least six months but less than 270 days will receive, at the time of our annual meeting, an annual grant of options to purchase 15,000 shares of our common stock, which will vest in equal quarterly installments during the four quarters following the grant date, provided that if the following year’s annual meeting of stockholders occurs before the one-year anniversary of the grant date, the unvested portion of the option will vest as of the date of such annual meeting, subject to continued service as a member of the board of directors through such date. Lastly, each non-employee member of the board who has served on our board of directors for at least 90 days but less than six months will receive, at the time of our annual meeting, an annual grant of options to purchase 10,000 shares of our common stock, which will vest in equal quarterly installments during the four quarters following the grant date, provided that if the following year’s annual meeting of stockholders occurs before the one-year anniversary of the grant date, the unvested portion of the option will vest as of the date of such annual meeting, subject to continued service as a member of the board of directors through such date. Each of the foregoing grants are made under our 2017 Stock Option and Incentive Plan (the “2017 Plan”), are issued at exercise prices equal to the fair market value of our common stock on the date of grant and will vest in full upon the death or disability of the applicable director or upon a change in control. In addition, any stock options awarded to non-employee directors pursuant to our director compensation policy will be exercisable until the earlier of one year following the termination of the director's service on the board of directors or the original expiration date of the option.

2022 Director Compensation Table

The following table sets forth information regarding compensation earned by our non-employee directors during the year ended December 31, 2022. We do not provide any compensation to Dr. Murray, our former president and chief executive officer, for his service as a director. Dr. Murray’s compensation as an executive officer is set forth under “Executive Compensation—2022 Summary Compensation Table.”

Name	Fees Earned or Paid in Cash ($)(1)		Option Awards ($)(2)		Total ($)
Perry Karsen(3)	$	76,500	$	38,608	$	115,108
Luis Diaz, Jr., M.D.(4)	$	46,000	$	38,608	$	84,608
Barbara Duncan(5)	$	61,000	$	38,608	$	99,608
J. Duncan Higgons(6)	$	51,500	$	38,608	$	90,108
Robert Iannone, M.D., M.S.C.E.(7)	$	52,500	$	38,608	$	91,108
Robert Kamen, Ph.D.(8)	$	46,000	$	38,608	$	84,608
Jigar Raythatha(9)	$	71,993	$	38,608	$	110,601
Luisa Salter-Cid, Ph.D.(10)	$	49,838	$	38,608	$	88,446

(1)Amounts represent annual cash compensation for services on our board of directors rendered by each member of the board of directors.

(2)Amounts reflect the aggregate grant date fair value of option awards granted during the year in question calculated in accordance with the provisions of ASC 718. Such grant-date fair value does not take into account any estimated forfeitures related to service-vesting conditions. For information regarding assumptions underlying the valuation of option awards, see Note 2 and Note 10 to our audited consolidated financial statements appearing in our 2022 Annual Report on Form 10-K filed with the SEC on March 10, 2023. These amounts do not correspond to the actual value that may be recognized by the directors upon the vesting of the applicable awards.

(3)As of December 31, 2022, Mr. Karsen held options to purchase an aggregate of 172,790 shares of our common stock, which were vested with respect to 162,940 shares on such date.

(4)As of December 31, 2022, Dr. Diaz held options to purchase an aggregate of 104,363 shares of our common stock, which were vested with respect to 94,363 shares on such date.

(5)As of December 31, 2022, Ms. Duncan held options to purchase an aggregate of 125,761 shares of our common stock, which were vested with respect to 115,761 shares on such date.

(6)As of December 31, 2022, Mr. Higgons held options to purchase an aggregate of 87,655 shares of our common stock, which were vested with respect to 87,655 shares on such date. Mr. Higgons resigned as a member of our board of directors effective December 31, 2022.

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(7)As of December 31, 2022, Dr. Iannone, held options to purchase an aggregate of 74,950 shares of our common stock, which were vested with respect to 62,333 shares on such date.

(8)As of December 31, 2022, Dr. Kamen held options to purchase an aggregate of 91,490 shares of our common stock, which were vested with respect to 81,490 shares on such date.

(9)As of December 31, 2022, Mr. Raythatha held options to purchase an aggregate of 51,400 shares of our common stock, which were vested with respect to 23,083 shares on such date.

(10)As of December 31, 2022, Dr. Salter-Cid held options to purchase an aggregate of 59,250 shares of our common stock, which were vested with respect to 36,166 shares on such date.

Item 12. Security Ownership of Certain of Beneficial Owners and Management and Related Stockholder Matters

Equity Compensation Plan Information

The following table provides certain aggregate information with respect to all of our equity compensation plans in effect as of December 31, 2022:

	(a)		(b)			(c)
Plan Category	Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights			Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
Equity compensation plans approved by security holders(1)	9,304,890		$	8.37	(2)	4,023,334	(3) (4)
Equity compensation plans not approved by security holders	225,000	(5)	$	9.43		—
Total	9,529,890					4,023,334	(3) (4)

(1)These plans consist of our 2013 Stock Option and Grant Plan, or 2013 Plan, our 2017 Plan and 2017 Employee Stock Purchase Plan, or 2017 ESPP.

(2)This represents the weighted-average exercise price of outstanding stock options under our equity compensation plans. The calculation excludes 997,390 outstanding restricted stock units, which do not require the payment of any exercise price in connection with the vesting thereof.

(3)As of December 31, 2022, (i) 1,801,878 shares remained available for future issuance under our 2017 Plan and (ii) 2,221,456 shares remained available for future issuance under our 2017 ESPP. No shares have been available for issuance under the 2013 Plan as of the adoption of the 2017 Plan in January 2017. Our 2017 Plan has an evergreen provision that allows for an annual increase in the number of shares available for issuance under the 2017 Plan to be added on the first day of each fiscal year in an amount equal to 4% of the number of shares of our common stock outstanding on the immediately preceding December 31 or such lesser amount determined by our board of directors or the compensation committee of our board of directors. Our 2017 ESPP has an evergreen provision that allows for an annual increase in the number of shares available for issuance under the 2017 ESPP to be added on the first day of each fiscal year in an amount equal to 1% of the total number of shares of our common stock outstanding on the immediately preceding December 31 or such lesser amount determined by our board of directors or the compensation committee of our board of directors.

(4)This amount excludes 2,067,769 shares of common stock that became issuable under the 2017 Plan on January 1, 2023 and 516,942 shares of common stock that became issuable under the 2017 ESPP on January 1, 2023, in each case pursuant to the evergreen provisions of the 2017 Plan and 2017 ESPP.

(5)Represents 225,000 shares issuable upon the exercise of an inducement stock option award granted pursuant to the Nasdaq inducement grant exception. The inducement stock option award was granted as an inducement material to the employee's acceptance of employment with us in accordance with Nasdaq Listing Rule 5635(c)(4).

Principal Stockholders

The following table sets forth information with respect to the beneficial ownership of our common stock, as of April 21, 2023, unless otherwise noted below, by:

•each person known by us to beneficially own more than 5% of our common stock;

•each of our directors;

•each of our named executive officers; and

•all of our executive officers and directors as a group.

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The column entitled "Percent of Class" is based on a total of 52,635,468 shares of our common stock outstanding as of April 21, 2023.

The number of shares beneficially owned by each stockholder is determined under rules issued by the Securities and Exchange Commission and includes voting or investment power with respect to securities. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power. In computing the number of shares beneficially owned by an individual or entity and the percentage ownership of that person, shares of common stock subject to options, warrants, or other rights held by such person that are currently exercisable or will become exercisable within 60 days after April 21, 2023 are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person. Unless otherwise indicated, the address of all listed stockholders is 780 Memorial Drive, Cambridge, Massachusetts 02139. Each of the stockholders listed has sole voting and investment power with respect to the shares beneficially owned by the stockholder unless noted otherwise, subject to community property laws where applicable.

Name and Address of Beneficial Owner(1)	Amount and Nature of Beneficial Ownership	Percent of Class
5% Stockholders:
Gilead Sciences, Inc.(2)	5,539,727	10.52	%
Tang Capital Partners, LP(3)	5,300,087	10.07	%
Deep Track Capital, LP(4)	4,259,653	8.09	%
Tudor Capital Europe LLC(5)	3,160,841	6.01	%
Opaleye Management Inc.(6)	2,810,000	5.34	%
Named Executive Officers and Directors:
Richard Murray, Ph.D.(7)	1,851,419	3.41	%
Hugh M. Cole(8)	493,320	*
Elizabeth Trehu(9)	550,047	1.04	%
Luis Diaz, Jr., M.D.(10)	99,363	*
Barbara Duncan(11)	120,761	*
Robert Iannone, M.D., M.S.C.E.(12)	69,950	*
Robert Kamen, Ph.D.(13)	181,340	*
Perry A. Karsen(14)	172,790	*
Jigar Raythatha(15)	33,316	*
Luisa Salter-Cid, Ph.D.(16)	46,400	*
All executive officers and directors as a group (11 persons)(17)	4,190,648	7.82	%

*     Less than one percent.

(1)Unless otherwise indicated, the address for each beneficial owner is c/o Jounce Therapeutics, Inc., 780 Memorial Drive, Cambridge, MA 02139.

(2)Based solely on a Schedule 13G filed by Gilead Sciences, Inc. on October 26, 2020. Consists of 5,539,727 shares of common stock held by Gilead Sciences, Inc. The address of Gilead Sciences, Inc. is 333 Lakeside Drive, Foster City, California 94404.

(3)Based solely on a Schedule 13D/A filed by Tang Capital Partners, LP, Tang Capital Management, LLC, Kevin Tang, Concentra Biosciences, LLC and Concentra Merger Sub, Inc. on April 7, 2023. Each of Tang Capital Partners, LP, Tang Capital Management, LLC and Kevin Tang reports shared voting power and shared dispositive power with respect to 5,300,087 shares of common stock. Tang Capital Management, LLC is the general partner of Tang Capital Partners, LP; and Kevin Tang is the manager of Tang Capital Management, LLC. Concentra Biosciences, LLC, a Delaware limited liability company, is an affiliate of Tang Capital Partners, LP, and Mr. Tang is the Chief Executive Officer of Concentra Biosciences, LLC. Concentra Merger Sub, Inc. is a wholly-owned subsidiary of Concentra Biosciences, LLC. Neither of Concentra Biosciences, LLC nor Concentra Merger Sub, Inc. have voting or dispositive power over the 5,300,087 shares of common stock held by Tang Capital Partners, LP. The address of Tang Capital Partners, LP, Tang Capital Management, LLC, Kevin Tang, Concentra Biosciences, LLC and Concentra Merger Sub, Inc. is 4747 Executive Drive, Suite 210, San Diego, CA 92121.

(4)Based solely on a Schedule 13G/A filed by Deep Track Capital, LP, Deep Track Biotechnology Master Fund, Ltd. and David Kroin on February 14, 2023. Each of Deep Track Capital, LP, Deep Track Biotechnology Master Fund, Ltd. and David Kroin reports shared voting power and shared dispositive power with respect to 4,259,653 shares of common stock. The address of Deep Track Capital, LP and David Kroin is 200 Greenwich Ave., 3rd floor, Greenwich, CT 06830 and the address of Deep Track Biotechnology Master Fund, Ltd. is c/o Walkers Corporate Limited, 190 Elgin Ave, George Town, KY1-9001, Cayman Islands.

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(5)Based solely on a Form 8.3 filed by Tudor Capital Europe LLP dated April 3, 2023, submitted by Tudor Capital Europe LLP pursuant to the U.K. Takeover Code. The address of Tudor Capital Europe LLP is 10 New Burlington Street, London, W1S 3BE, United Kingdom.

(6)Based solely on a Schedule 13G filed by Opaleye, LP (“Opaleye”); Opaleye GP LLC, the general partner of Opaleye (“Opaleye GP”); and James Silverman, the manager of Opaleye GP LLC on April 12, 2023. Each of Opaleye, Opaleye GP and Mr. Silverman reports shared voting power and shared dispositive power with respect to 2,810,000 shares of common stock. The address of Opaleye, Opaleye GP and Mr. Silverman is One Boston Place, 26th Floor, Boston, MA 02108.

(7)Consists of (i) 188,778 shares of common stock and (ii) options to purchase 1,662,641 shares of common stock that are exercisable within 60 days of April 21, 2023.

(8)Consists of (i) 64,846 shares of common stock and (ii) options to purchase 428,474 shares of common stock that are exercisable within 60 days of April 21, 2023.

(9)Consists of (i) 95,603 shares of common stock and (ii) options to purchase 454,444 shares of common stock that are exercisable within 60 days of April 21, 2023.

(10)Consists of options to purchase 99,363 shares of common stock that are exercisable within 60 days of April 21, 2023.

(11)Consists of options to purchase 120,761 shares of common stock that are exercisable within 60 days of April 21, 2023.

(12)Consists of options to purchase 69,950 shares of common stock that are exercisable within 60 days of April 21, 2023.

(13)Consists of (i) 60,975 shares of common stock held by Dr. Kamen, (ii) 33,875 shares of common stock held by The Robert Kamen 2012 Irrevocable Trust, of which Dr. Kamen’s spouse serves as the trustee and (iii) options to purchase 86,490 shares of common stock that are exercisable within 60 days of April 21, 2023.

(14)Consists of (i) 5,000 shares of common stock and (ii) options to purchase 167,790 shares of common stock that are exercisable within 60 days of April 21, 2023.

(15)Consists of options to purchase 33,316 shares of common stock that are exercisable within 60 days of April 21, 2023.

(16)Consists of options to purchase 46,400 shares of common stock that are exercisable within 60 days of April 21, 2023.

(17)Includes options to purchase 3,688,604 shares of common stock that are exercisable within 60 days of April 21, 2023.

Board Diversity Matrix (as of April 28, 2023)

Total Number of Directors	8
	Female	Male
Part I: Gender Identity
Directors	2	6
Part II: Demographic Background
South Asian	0	1
Hispanic or Latinx	1	1
White	1	4

Item 13. Certain Relationships and Related Transactions and Director Independence

TRANSACTIONS WITH RELATED PERSONS

The following is a description of transactions since January 1, 2021 to which we have been a party, and in which any of our directors, executive officers and holders of more than 5% of our voting securities and affiliates of our directors, executive officers and holders of more than 5% of our voting securities, had or will have a direct or indirect material interest. We believe that all of the transactions described below were made on terms no less favorable to us than could have been obtained from unaffiliated third parties.

Merger Agreement with Concentra Biosciences, LLC

On March 26, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Concentra Biosciences, LLC, a Delaware limited liability company (“Concentra”), and Concentra Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Concentra (“Merger Sub”). The Merger Agreement provides for, among other

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things, (i) the acquisition of the Company by Concentra through a cash tender offer (the “Offer”) by Merger Sub for all of the Company’s outstanding shares of common stock, for: (A) $1.85 per share of common stock (the “Cash Consideration”), and (B) one contingent value right (a “CVR”) per share (together with the Cash Consideration, the “Offer Price”) and (ii) the merger of Merger Sub with and into the Company (the “Merger”) with the Company surviving the Merger. The aggregate Cash Consideration payable to the stockholders of the Company to be paid in the Offer is approximately $98 million.

The board of directors unanimously approved the Merger and the Merger Agreement and recommended that the stockholders of the Company accept the Offer and tender their shares of common stock pursuant to the Offer.

Concentra is an affiliate of Tang Capital Partners, LP, a Delaware limited partnership (“TCP”). The obligations of Concentra and Merger Sub under the Merger Agreement have been guaranteed by TCP, the sole member of Concentra, pursuant to an equity commitment and guarantee letter, dated as of March 26, 2023, subject to the terms and conditions set forth therein. TCP is a holder of more than 5% of our voting securities.

Gilead License Agreement and Stock Purchase Agreement

On August 31, 2020, we entered into an exclusive license agreement (the “Gilead License Agreement”) with Gilead Sciences, Inc. (“Gilead”), to license the GS-1811 (formerly JTX-1811) program to Gilead. Concurrently with executing the Gilead License Agreement, we and Gilead entered into a stock purchase agreement (the “Stock Purchase Agreement”), and a registration rights agreement (the “Gilead Registration Rights Agreement”). Following the closing of the stock purchase, Gilead became a holder of more than 5% of our voting securities.

In December 2022, we entered into an asset purchase and license amendment agreement with Gilead pursuant to which Gilead paid us $67.0 million in exchange for the elimination of all remaining financial obligations of Gilead to us under the Gilead License Agreement and for the transfer to Gilead of certain patents and know-how related to GS-1811 and related licensed products under the Gilead License Agreement.

Engagement Letter with Cowen and Company, LLC

In December 2022, we entered into an engagement letter with Cowen and Company, LLC (“TD Cowen”) to act as our financial advisor in connection with a strategic review process, including the Offer and the Merger. For its services, TD Cowen received an aggregate fee of $1.675 million upon consummation of the Gilead asset sale, license amendment and financial buyout. TD Cowen will receive an aggregate fee currently estimated to be approximately $3 million payable upon consummation of the Offer. In addition, we have agreed to reimburse TD Cowen’s expenses, including fees and expenses of counsel, and indemnify TD Cowen for certain liabilities, including liabilities under federal securities laws, that may arise out of TD Cowen’s engagement. TD Cowen is an affiliate of Cowen Financial Products LLC, which was a holder of more than 5% of our voting securities at the time we entered into the engagement letter with TD Cowen.

Agreements with Stockholders

Investors’ Rights Agreement

We entered into an amended and restated investors’ rights agreement, or the Investors’ Rights Agreement, dated as of April 17, 2015, and amended on August 1, 2016, with holders of our previously-outstanding preferred stock, including certain of our 5% stockholders and their affiliates and entities affiliated with certain of our officers and directors. Our obligations pursuant to the Investors’ Rights Agreement terminated in January 2022 on the fifth anniversary of our initial public offering.

Gilead Registration Rights Agreement

Under the Gilead Registration Rights Agreement, Gilead will have customary demand and piggyback registration rights to register the resale of the shares purchased pursuant to the Stock Purchase Agreement with the SEC. The Gilead Registration Rights Agreement requires us to pay certain expenses relating to such registrations, and we and Gilead have also agreed to indemnify each other under the registration statement from certain liabilities.

Employment Agreements

See the “Executive and Director Compensation—Narrative Disclosure to Summary Compensation Table” section of this proxy statement for a further discussion of these arrangements.

Indemnification of Officers and Directors

We have entered into agreements to indemnify our directors and executive officers. These agreements will, among other things, require us to indemnify these individuals for certain expenses (including attorneys' fees), judgments, fines and settlement amounts reasonably incurred by such person in any action or proceeding, including any action by or in our right, on account of

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any services undertaken by such person on behalf of our company or that person's status as a member of our board of directors to the maximum extent allowed under Delaware law. In addition, our amended and restated certificate of incorporation provides that we will indemnify our directors and officers to the fullest extent permitted by Delaware law.

Policies and Procedures for Related Party Transactions

We have adopted a written policy for related parties that requires all transactions between us and any executive officer, director, director nominee, holder of 5% or more of any class of our capital stock or any member of the immediate family of, or entities affiliated with, any of them, or any other related persons or their affiliates, in which the amount involved is equal to or greater than $120,000, be approved in advance by our audit committee. Any request for such a transaction must first be presented to our audit committee for review, consideration and approval. If advance review is by the Audit Committee is not feasible, then the transaction will be reviewed at the Audit Committee’s next regularly scheduled meeting. In approving or rejecting any such proposal, our audit committee is to consider the relevant facts and circumstances available and deemed relevant to the audit committee, including, but not limited to, the extent of the related party’s interest in the transaction, and whether the transaction is on terms no less favorable to us than terms we could have generally obtained from an unaffiliated third party under the same or similar circumstances. Any director who is a related party with respect to a transaction under review may not participate in the deliberations or vote of the audit committee on the approval of the transaction, except that such director shall provide all material information concerning such transaction to the audit committee.

CORPORATE GOVERNANCE

Director Independence

Rule 5605 of the Nasdaq Listing Rules requires a majority of a listed company's board of directors to be comprised of independent directors within one year of listing. In addition, the Nasdaq Listing Rules require that, subject to specified exceptions, each member of a listed company's audit, compensation and nominating and corporate governance committees be independent. Audit committee members must also satisfy independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and compensation committee members must also satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act. Under Rule 5605(a)(2), a director will only qualify as an “independent director” if, among other things, in the opinion of our board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries. In order to be considered independent for purposes of Rule 10C-1, the board must consider, for each member of a compensation committee of a listed company, all factors specifically relevant to determining whether a director has a relationship to such company which is material to that director's ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to: the source of compensation of the director, including any consulting, advisory or other compensatory fee paid by such company to the director; and whether the director is affiliated with the company or any of its subsidiaries or affiliates. Our board of directors annually reviews the composition of our board of directors and its committees and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our board of directors has determined that each of our directors, with the exception of Dr. Murray, is an “independent director” as defined under Nasdaq Listing Rules. Dr. Murray is not an independent director under these rules because he served as our president and chief executive officer until April 1, 2023. Our board of directors has also determined that Ms. Duncan and Messrs. Karsen and Raythatha, who comprise our audit committee, and Messrs. Karsen and Raythatha, Ms. Duncan and Dr. Salter-Cid, who comprise our compensation committee, satisfy the independence standards for such committees established by the SEC and the Nasdaq Listing Rules, as applicable. Our board of directors also determined that J. Duncan Higgons, a former director, was an “independent director” prior to his resignation from our board effective December 31, 2022. In making such determination, our board of directors considered the relationships that each such non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining independence, including the beneficial ownership of our capital stock by each non-employee director.

Director Qualifications and Board Composition

We believe that the background and qualifications of the members of our board of directors considered as a group should provide a breadth of backgrounds and experiences, both personally and professionally. Accordingly, although we do not have a formal policy regarding board diversity, our nominating and corporate governance committee seeks candidates that have broad experience and skills in areas important to the operation of our company, as well as diversity of age, tenure, gender, race, ethnicity, sexual orientation, and other unique characteristics. Our priority in selection of board members is identification of

14

members who will further the interests of our stockholders through their established records of professional accomplishment, the ability to contribute positively to the collaborative culture among our board members, knowledge of our business, understanding of the competitive landscape in which we operate and adherence to high ethical standards. Additionally, the nominating and corporate governance committee strives to maintain a diverse board reflecting a variety of skills, experiences, perspectives and backgrounds, as it believes that such diversity enhances the effectiveness of the board of directors in fulfilling its oversight role. All of our directors disclosed racial/ethnic demographic information. Currently, our board of directors includes two female directors and three directors who identify as racially/ethnically diverse.

Item 14. Principal Accountant Fees and Services

The following is a summary and description of fees incurred by Ernst & Young LLP for the fiscal years ended December 31, 2022 and 2021.

	Fiscal Year 2022(5)		Fiscal Year 2021(5)
Audit fees(1)	$	548,350	$	528,714
Audit-related fees(2)	—		—
Tax fees(3)	15,000		40,450
All other fees(4)	1,075		1,935
Total fees	$	564,425	$	571,099

(1)Audit fees consist of fees billed for professional services by Ernst & Young LLP for the audit of our consolidated financial statements, reviews of our interim financial statements, reviews of registration statements on Forms S-3 and S-8 and related services that are normally provided in connection with statutory and regulatory filings or engagements.

(2)Audit-related fees consist of fees billed for accounting consultations reasonably related to the performance of the audit or review of our consolidated financial statements.

(3)Tax fees consist of fees for professional services performed by Ernst & Young LLP with respect to tax compliance and tax advisory services.

(4)All other fees consist of licensing fees paid to Ernst & Young LLP for access to its proprietary accounting research database.

(5)All services and fee amounts were approved by the audit committee in accordance with the pre-approval policies and procedures described below.

Audit Committee Pre-Approval Policy and Procedures

The audit committee of our board of directors has adopted policies and procedures for the pre-approval of audit and non-audit services for the purpose of maintaining the independence of our independent auditor. We may not engage our independent auditor to render any audit or non-audit service unless either the service is approved in advance by the audit committee, or the engagement to render the service is entered into pursuant to the audit committee's pre-approval policies and procedures.

From time to time, our audit committee may pre-approve services that are expected to be provided to us by the independent auditor during the following 12 months. At the time such pre-approval is granted, the audit committee must identify the particular pre-approved services in detail by category of service and, at each regularly scheduled meeting of the audit committee following such approval, management or the independent auditor shall report to the audit committee regarding each service actually provided to us pursuant to such pre-approval. The audit committee has delegated to its chairman the authority to grant pre-approvals of audit or non-audit services to be provided by the independent auditor if time constraints require that such pre-approval occur prior to the audit committee's next scheduled meeting. Any approval of services by the chairman of the audit committee is reported to the committee at its next regularly scheduled meeting.

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Item 15. Exhibits and Financial Statement Schedules

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
31.1*	Certification of Principal Executive and Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
101*	The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) Consolidated Statements of Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows and (v) Notes to Consolidated Financial Statements
*	Filed herewith

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		JOUNCE THERAPEUTICS, INC.
Date: April 28, 2023	By:	/s/ Kim C. Drapkin
		Kim C. Drapkin
		President, Chief Financial Officer and Treasurer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.    

Signature	Title	Date
/s/ Kim C. Drapkin	President and Chief Financial Officer (Principal Executive, Financial and Accounting Officer)	April 28, 2023
Kim C. Drapkin
/s/ Jigar Raythatha	Chairman of the Board of Directors	April 28, 2023
Jigar Raythatha
/s/ Luis A. Diaz, Jr.	Director	April 28, 2023
Luis A. Diaz, Jr., M.D.
/s/ Barbara Duncan	Director	April 28, 2023
Barbara Duncan
/s/ Robert Iannone	Director	April 28, 2023
Robert Iannone, M.D., M.S.C.E.
/s/ Robert Kamen	Director	April 28, 2023
Robert Kamen, Ph.D.
/s/ Perry Karsen	Director	April 28, 2023
Perry Karsen
/s/ Richard Murray	Director	April 28, 2023
Richard Murray, Ph.D.
/s/ Luisa Salter-Cid	Director	April 28, 2023
Luisa Salter-Cid, Ph.D.

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Kim C. Drapkin, certify that:

1.I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K of Jounce Therapeutics, Inc.; and

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Date: April 28, 2023	By:	/s/ Kim C. Drapkin
		Kim C. Drapkin
		President, Chief Financial Officer and Treasurer
		(Principal Executive, Financial and Accounting Officer)

XML

Cover - USD ($)	12 Months Ended
	Dec. 31, 2022	Mar. 07, 2023	Jun. 30, 2022
Cover [Abstract]
Document Type	10-K/A
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-37998
Entity Registrant Name	JOUNCE THERAPEUTICS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	45-4870634
Entity Address, Address Line One	780 Memorial Drive
Entity Address, City or Town	Cambridge,
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02139
City Area Code	857
Local Phone Number	259‑3840
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	JNCE
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Entity Public Float			$ 125,400,228
Entity Common Stock, Shares Outstanding		52,635,468
Entity Central Index Key	0001640455
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Amendment Flag	true
Auditor Firm ID	42

XML

Audit Information	12 Months Ended
	Dec. 31, 2022
Audit Information [Abstract]
Auditor Name	Ernst & Young LLP
Auditor Location	Boston, Massachusetts

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 150,572	$ 95,529
Short-term investments	38,970	83,037
Prepaid expenses and other current assets	7,689	12,261
Total current assets	197,231	190,827
Property and equipment, net	3,721	4,882
Long-term investments	0	41,657
Operating lease right-of-use asset	8,596	11,877
Other non-current assets	3,002	3,453
Total assets	212,550	252,696
Current liabilities:
Accounts payable	2,095	1,674
Accrued expenses	17,145	13,467
Operating lease liability, current	4,150	3,695
Other current liabilities	178	62
Total current liabilities	23,568	18,898
Operating lease liability, net of current portion	5,870	9,993
Total liabilities	29,438	28,891
Commitments and contingencies (Note 13)
Stockholders’ equity:
Preferred stock, $0.001 par value: 5,000 shares authorized at December 31, 2022 and 2021; no shares issued or outstanding at December 31, 2022 and 2021	0	0
Common stock, $0.001 par value: 160,000 shares authorized at December 31, 2022 and 2021; 51,694 and 51,265 shares issued at December 31, 2022 and 2021, respectively; 51,694 and 51,265 shares outstanding at December 31, 2022 and 2021, respectively	51	51
Additional paid-in capital	476,530	465,865
Accumulated other comprehensive loss	(677)	(238)
Accumulated deficit	(292,792)	(241,873)
Total stockholders’ equity	183,112	223,805
Total liabilities and stockholders’ equity	$ 212,550	$ 252,696

XML

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Preferred stock, shares authorized (in shares)	5,000,000
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	160,000,000	160,000,000
Common stock, shares issued (in shares)	51,694,000	51,265,000
Common stock, shares outstanding (in shares)	51,694,000	51,265,000

XML

Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Revenue:
License and collaboration revenue—related party	$ 82,000	$ 26,907
Operating expenses:
Research and development	103,273	88,979
General and administrative	30,969	28,984
Total operating expenses	134,242	117,963
Operating loss	(52,242)	(91,056)
Other income, net	1,458	199
Loss before provision for income taxes	(50,784)	(90,857)
Provision for income taxes	135	15
Net loss	$ (50,919)	$ (90,872)
Net loss per share, basic (in dollars per share)	$ (0.99)	$ (1.82)
Net loss per share, diluted (in dollars per share)	$ (0.99)	$ (1.82)
Weighted-average common shares outstanding, basic (in shares)	51,676	49,931
Weighted-average common shares outstanding, diluted (in shares)	51,676	49,931
Comprehensive loss:
Net loss	$ (50,919)	$ (90,872)
Other comprehensive loss:
Unrealized loss on available-for-sale securities	(439)	(221)
Comprehensive loss	$ (51,358)	$ (91,093)

XML

Consolidated Statements of Stockholders’ Equity - USD ($) shares in Thousands, $ in Thousands	Total	At The Market Offering	Common Stock	Common Stock At The Market Offering	Additional Paid-In Capital	Additional Paid-In Capital At The Market Offering	Accumulated Other Comprehensive Loss	Accumulated Deficit
Beginning balance, common stock (in shares) at Dec. 31, 2020			41,729
Beginning balance at Dec. 31, 2020	$ 211,294		$ 42		$ 362,270		$ (17)	$ (151,001)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock (in shares)			5,750	3,156
Issuance of common stock	60,638	$ 30,221	$ 6	$ 3	60,632	$ 30,218
Exercise of stock options (in shares)			403
Exercise of stock options	1,268				1,268
Vesting of restricted stock awards and restricted stock units (in shares)			227
Vesting of restricted stock awards and restricted stock units	0
Stock-based compensation expense	11,477				11,477
Other comprehensive loss	(221)						(221)
Net loss	$ (90,872)							(90,872)
Ending balance, common stock (in shares) at Dec. 31, 2021	51,265		51,265
Ending balance at Dec. 31, 2021	$ 223,805		$ 51		465,865		(238)	(241,873)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)	71		71
Exercise of stock options	$ 392				392
Vesting of restricted stock awards and restricted stock units (in shares)			358
Vesting of restricted stock awards and restricted stock units	0
Stock-based compensation expense	10,273				10,273
Other comprehensive loss	(439)						(439)
Net loss	$ (50,919)							(50,919)
Ending balance, common stock (in shares) at Dec. 31, 2022	51,694		51,694
Ending balance at Dec. 31, 2022	$ 183,112		$ 51		$ 476,530		$ (677)	$ (292,792)

XML

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Operating activities:
Net loss	$ (50,919)	$ (90,872)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense	10,273	11,477
Depreciation expense	2,087	2,827
Net amortization of premiums and discounts on investments	903	921
Gain on sale of property and equipment	(103)	0
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	4,617	(7,331)
Other non-current assets	451	490
Accounts payable	421	(329)
Accrued expenses and other current liabilities	3,780	1,443
Deferred revenue—related party	0	(1,931)
Other liabilities	(387)	(189)
Net cash used in operating activities	(28,877)	(83,494)
Investing activities:
Purchases of investments	(24,928)	(130,272)
Proceeds from maturities of investments	109,325	70,131
Purchases of property and equipment	(919)	(373)
Net cash provided by (used in) by investing activities	83,478	(60,514)
Financing activities:
Proceeds from at the market offering, net of issuance costs	0	90,826
Proceeds from exercise of stock options	442	1,218
Net cash provided by financing activities	442	92,044
Net increase (decrease) in cash, cash equivalents and restricted cash	55,043	(51,964)
Cash, cash equivalents and restricted cash, beginning of period	96,799	148,763
Cash, cash equivalents and restricted cash, end of period	151,842	96,799
Non-cash investing and financing activities:
Purchases of property and equipment in accounts payable and accrued expenses	14	0
Stock option exercise receivables in prepaid expenses and other current assets	0	50
Supplemental cash flow information:
Cash paid for lease liabilities	4,668	4,896
Cash paid for income taxes	$ 17	$ 8

XML

Nature of Business

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Business

Nature of Business

Jounce Therapeutics, Inc. (the “Company”) is a clinical-stage immunotherapy company dedicated to transforming the treatment of cancer by developing therapies that enable the immune system to attack tumors and provide long-lasting benefits to patients. The Company is subject to a number of risks similar to those of other clinical-stage companies, including the need to develop commercially viable products; competition from other companies, many of which are larger and better capitalized; and the need to obtain adequate additional financing to fund the development of its products.

As of December 31, 2022, the Company had cash, cash equivalents, and investments of $189.5 million. The Company expects that its existing cash, cash equivalents and investments will enable it to fund its expected operating expenses and capital expenditure requirements for at least 12 months from March 10, 2023, the filing date of this Annual Report on Form 10-K. The Company expects to finance its future cash needs through a combination of equity or debt financings, collaborations, licensing arrangements and strategic alliances.

XML

Basis of Presentation and Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

The accompanying consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and generally accepted accounting principles in the United States of America (“GAAP”) as found in the Accounting Standards Codification (“ASC”) of the Financial Accounting Standards Board (“FASB”). These consolidated financial statements include the accounts of Jounce Therapeutics, Inc. and its wholly-owned subsidiary, Jounce Mass Securities, Inc. All intercompany transactions and balances have been eliminated in consolidation.

Segment Information

Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision-maker in deciding how to allocate resources and assess performance. The Company and the Company’s chief operating decision maker, the Company’s chief executive officer, views the Company’s operations and manages its business as a single operating segment. The Company operates only in the United States.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, the Company’s management evaluates its estimates which include, but are not limited to, estimates related to revenue recognized, accrued expenses, stock-based compensation expense and income taxes. The Company bases its estimates on historical experience and other market specific or other relevant assumptions it believes to be reasonable under the circumstances. Actual results could differ from those estimates.

Fair Value of Financial Instruments

ASC Topic 820, Fair Value Measurement (“ASC 820”) establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances.

ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes between the following:

•Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

•Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

•Level 3 inputs are unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

Cash Equivalents

Cash equivalents are highly-liquid investments that are readily convertible into cash with original maturities of three months or less when purchased. These assets include investment in money market funds that invests in U.S. Treasury obligations.

Investments

Short-term investments consist of investments with maturities greater than ninety days and less than one year from the balance sheet date. Long-term investments consist of investments with maturities of greater than one year that are not expected to be used to fund current operations. The Company classifies all of its investments as available-for-sale securities. Accordingly, these investments are recorded at fair value. Realized gains and losses, amortization and accretion of discounts and premiums are included in “Other income, net”. Unrealized gains and losses on available-for-sale securities are included in “Other comprehensive income” as a component of stockholders’ equity until realized.

Property and Equipment

Property and equipment is recorded at cost and consists of laboratory equipment, furniture and office equipment, computer equipment, leasehold improvements. The Company capitalizes property and equipment that is acquired for research and development activities and that has alternate future use. Expenditures for maintenance and repairs are recorded to expense as incurred, whereas major betterments are capitalized as additions to property and equipment. Leasehold improvements are depreciated over the lesser of their useful life or the term of the lease. Depreciation is calculated over the estimated useful lives of the assets using the straight-line method.

Impairment of Long-lived Assets

The Company reviews its property and equipment whenever events or changes in circumstances indicate that the carrying value of certain assets might not be recoverable and recognizes an impairment loss when it is probable that an asset’s realizable value is less than the carrying value.

Leases

The Company accounts for leases in accordance with ASC Topic 842, Leases. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement. Leases with a term greater than one year are recognized on the balance sheet as right-of-use assets and short-term and long-term lease liabilities, as applicable. The Company does not recognize leases with terms of one year or less on the balance sheet. Options to renew a lease are not included in the Company’s initial lease term assessment unless there is reasonable certainty that the Company will renew. The Company monitors its plans to renew its material leases on a quarterly basis.

Operating lease liabilities and their corresponding right-of-use assets are initially recorded based on the present value of lease payments over the expected remaining lease term. Certain adjustments to the right-of-use asset may be required for items such as incentives received. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rate (“IBR”), which reflects the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, and in a similar economic environment.

The Company subsequently measures its lease liability at the present value of remaining lease payments, discounted using the IBR for the lease. The right-of-use asset is subsequently measured at the amount of the lease liability, adjusted for prepaid or accrued lease payments and the remaining balance of lease incentives received. The Company recognizes operating lease expense on a straight-line basis over the lease term.

Revenue Recognition

The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. In applying ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the promises and performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies the performance obligations. The Company only applies the five-step model to contracts when it is probable that it will collect the consideration to which it is entitled in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract, determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. As part of the assessment, the Company must develop assumptions that require judgment to determine the standalone selling price for each performance obligation identified in the contract. The Company uses key assumptions to determine the standalone selling price, which may include reimbursement rates for personnel costs, development timelines and probabilities of regulatory success. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is that the period between payment by the customer and the transfer of promised goods or services to the customer will be one year or less.

Arrangements that include upfront payments may require deferral of revenue recognition to a future period until obligations under these arrangements are fulfilled. The event-based milestone payments represent variable consideration, and the Company uses the “most-likely amount” method to estimate this variable consideration. Given the high degree of uncertainty around the occurrence of these events, the Company determined the milestone and other contingent amounts to be fully constrained until the uncertainty associated with these payments is resolved. Revenue will be recognized from sales-based royalty payments when or as the sales occur. The Company will re-evaluate the transaction price in each reporting period as uncertain events are resolved and other changes in circumstances occur. See Note 3, “License and Collaboration Revenue”, for further information on the Company’s application of ASC 606.

Research and Development Expenses

Expenditures relating to research and development are expensed as incurred. Research and development expenses include external expenses incurred under arrangements with third parties, academic and non-profit institutions and consultants; salaries and personnel-related costs, including non-cash stock-based compensation expense; license fees to acquire in-process technology and other expenses, which include direct and allocated expenses for laboratory, facilities and other costs. Non‑refundable advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made.

As part of the process of preparing the consolidated financial statements, the Company is required to estimate its accrued research and development expenses as of each balance sheet date. In accruing service fees, the Company estimates the time period over which services will be performed and the level of effort to be expended in each period. This process involves reviewing open contracts and purchase orders, communicating with internal personnel to identify services that have been performed on the Company’s behalf and estimating the level of service performed and the associated cost incurred for the service when the Company has not yet been invoiced or otherwise notified of the actual cost. The Company periodically confirms the accuracy of its estimates with its service providers and makes adjustments if necessary. The majority of the Company’s service providers invoice monthly in arrears for services performed or when contractual milestones are met. The financial terms of agreements with these service providers are subject to negotiation, vary from contract-to-contract and may result in uneven payment flows. In circumstances where amounts have been paid in excess of costs incurred, the Company records a prepaid expense.

Intellectual Property Expenses

The Company expenses costs associated with intellectual property-related matters as incurred and classifies such costs as general and administrative expenses within the consolidated statements of operations and comprehensive loss.

Stock-based Compensation

The Company accounts for stock-based payments in accordance with ASC Topic 718, Compensation—Stock Compensation. This guidance requires all stock-based payments to employees, including grants of employee stock options and restricted stock units (“RSUs”), to be recognized as expense in the consolidated statements of operations and comprehensive loss based on their grant date fair values. For stock options granted to employees and to members of the Company’s board of directors for their services on the board of directors, the Company estimates the grant date fair value of each stock option using the Black-Scholes option-pricing model. For RSUs granted to employees, the Company estimates the grant date fair value of each award using intrinsic value, which is based on the value of the underlying common stock less any purchase price. For stock-based payments subject to service-based vesting conditions, the Company recognizes stock-based compensation expense equal to the grant date fair value of stock-based payment on a straight-line basis over the requisite service period. 

The Black‑Scholes option pricing model requires the input of certain subjective assumptions, including (i) the calculation of expected term of the stock-based payment, (ii) the risk‑free interest rate, (iii) the expected stock price volatility and (iv) the expected dividend yield. The Company uses the simplified method as proscribed by SEC Staff Accounting Bulletin No. 107 to calculate the expected term for stock options granted to employees as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term. The Company determines the risk‑free interest rate based on a treasury instrument whose term is consistent with the expected term of the stock options. Because there had been no public market for the Company’s common stock prior to the Company’s initial public offering (“IPO”), there is a lack of Company‑specific historical and implied volatility data. Accordingly, the Company bases its estimates of expected volatility based on a combination of the Company’s own historical volatility and historical volatility of a group of publicly-traded companies with similar characteristics to itself, including stage of product development and therapeutic focus within the life sciences industry. Historical volatility is calculated over a period of time commensurate with the expected term of the stock-based payment. The Company uses an assumed dividend yield of zero as the Company has never paid dividends on its common stock, nor does it expect to pay dividends on its common stock in the foreseeable future. The Company accounts for forfeitures of all stock-based payments when such forfeitures occur.

Income Taxes

Income taxes are recorded in accordance with ASC Topic 740, Income Taxes, which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance against deferred tax assets is recorded if, based on the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

The Company accounts for uncertain tax positions using a more-likely-than-not threshold for recognizing and resolving uncertain tax positions. The evaluation of uncertain tax positions is based on factors, including, but not limited to, changes in the law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position.

Comprehensive Loss

Comprehensive loss is comprised of net loss and other comprehensive loss. Other comprehensive loss for all periods presented consists of unrealized losses and gains on available-for-sale securities.

Net Loss per Share

Basic net loss per share is calculated based upon the weighted-average number of common shares outstanding during the period, excluding outstanding stock options and RSUs that have been issued but are not yet vested. Diluted net loss per share is calculated based upon the weighted-average number of common shares outstanding during the period plus the dilutive impact of weighted-average common equivalent shares outstanding during the period. The potentially dilutive shares of common stock resulting from the assumed exercise of outstanding stock options and the assumed vesting of RSUs are determined under the treasury stock method.

Concentrations of Credit Risk and Off-Balance Sheet Risk

Financial instruments that potentially expose the Company to concentrations of credit risk primarily consist of cash, cash equivalents and investments. The Company maintains its cash and cash equivalent balances with high-quality financial institutions and, consequently, the Company believes that such funds are subject to minimal credit risk. At times, the Company’s cash and cash equivalents may be uninsured or in deposit accounts that exceed Federal Deposit Insurance Corporation limits. As of December 31, 2022, the Company had not experienced losses on these accounts and management believe the Company is not exposed to significant risk on such accounts. The Company’s cash equivalents and investments are comprised of money market funds that are invested in U.S. Treasury obligations, corporate debt securities, U.S. Treasury obligations and government agency securities. Credit risk in these securities is reduced as a result of the Company’s investment policy to limit the amount invested in any single issuer and to only invest in securities of a high credit quality. 

The Company has no significant off-balance sheet risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements.

Recent Accounting Pronouncements, Not Yet Adopted

In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This standard requires that credit losses be reported using an expected losses model rather than the incurred losses model that is currently used, and it establishes additional disclosure requirements related to credit risks. For available-for-sale debt securities with expected credit losses, this standard now requires allowances to be recorded instead of reducing the amortized cost of the investment. This ASU is effective for smaller reporting companies for fiscal years beginning after December 15, 2022, with early adoption permitted. Accordingly, the Company will adopt this standard effective January 1, 2023. The adoption of ASU 2016-13 is not expected to have a material impact on the Company’s financial position or results of operations upon adoption.

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License and Collaboration Revenue

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

License and Collaboration Revenue

License and Collaboration Revenue

Gilead Agreements

On August 31, 2020, the Company and Gilead Sciences, Inc. (“Gilead”) entered into an exclusive license agreement (the “Gilead License Agreement”) to license the Company’s GS-1811, formerly JTX-1811, program to Gilead, which became effective on October 16, 2020. Concurrently with the Gilead License Agreement, the Company and Gilead entered into a Stock Purchase Agreement and a Registration Rights Agreement. Pursuant to the Gilead License Agreement, which was determined to be a contract with a customer within the scope of ASC 606, the Company granted to Gilead a worldwide and exclusive license to develop, manufacture and commercialize GS-1811 and certain derivatives thereof (the “Licensed Products”). Gilead paid the Company a one-time, non-refundable upfront payment of $85.0 million in October 2020. The Company continued to develop GS-1811 during the initial development term, which included conducting activities defined within the agreement to advance GS-1811 through the clearance of an investigational new drug application (“IND”), which occurred in June 2021, after which the program transitioned to Gilead.

The Company assessed the promises under the Gilead License Agreement and concluded that the (i) delivery of a worldwide and exclusive license to develop, manufacture and commercialize GS-1811 (the “GS-1811 License”) and (ii) provision of certain research transition activities, specifically outlined within the Gilead License Agreement, related to the advancement of GS-1811 through the clearance of an IND and transition of the GS-1811 program to Gilead (the “Research and Transition Services”) are capable of being distinct and distinct within the context of the Gilead License Agreement. Based upon this evaluation, the Company concluded that its promise to deliver the GS-1811 License and promise to perform Research and Transition Services represented separate performance obligations in the Gilead License Agreement.

The Company also evaluated as possible variable consideration the milestones and royalties discussed above. With respect to clinical development and regulatory milestones, based upon the high degree of uncertainty and risk associated with these potential payments, the Company concluded that all such amounts should be fully constrained and are not included in the initial transaction price as the Company cannot conclude that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. As for royalties and sales milestones, the Company determined that the royalties and milestones relate solely to the GS-1811 License, which is a license of IP. Accordingly, the Company did not include any potential royalty or sales milestone amounts in the initial transaction price.

The Company allocated the transaction price to each performance obligation on a relative estimated standalone selling price basis. The Company developed the estimated standalone selling price for the GS-1811 License based on the present value of expected future cash flows associated with the license and related clinical development and regulatory milestones. In developing such estimate, the Company applied judgement in determining the timing needed to develop the Licensed Product, the probability of success, and the discount rate. The Company developed the estimated standalone selling price for the Research and Transition Services obligation based on the nature of the services to be performed and the Company’s best estimate of the length of time required to perform the services necessary to achieve clearance of an IND for the GS-1811 program.

The Company determined that the GS-1811 License was a functional license as the underlying IP has significant standalone functionality. In addition, the Company determined that October 16, 2020 represents (i) the date at which the Company made available the IP to Gilead and (ii) the beginning of the period during which Gilead is able to use and benefit from its right to use the IP. Based upon these considerations, the Company recognized the entirety of the initial transaction price allocated to the GS-1811 License performance obligation during the year ended December 31, 2020.

Further, the Company determined the input method under ASC 606 is the most appropriate method of revenue recognition for the Research and Transition Services performance obligation. The method of measuring progress towards delivery of the services incorporated actual internal and external costs incurred, relative to total internal and external costs expected to be incurred to satisfy the performance obligation. The period over which total costs were estimated reflected the Company’s best estimate of the period over which it would perform the Research and Transition Services to achieve clearance of an IND application of the GS-1811 program and transition the program to Gilead.

On October 31, 2022, the Company and Gilead entered into a letter agreement (the “2022 Letter Agreement”) to deem a $15.0 million clinical development and regulatory milestone under the Gilead Licensed Agreement earned. The Company determined that the 2022 Letter Agreement did not change the scope of performance obligations under the Gilead License Agreement as the $15.0 million milestone existed under the original agreement. The 2022 Letter Agreement is considered a contract modification accounted for as part of the Gilead License Agreement. Revenue was recognized upon contract execution.

In addition, on December 27, 2022, the Company and Gilead entered into the Asset Purchase and License Amendment Agreement (the “Gilead Purchase Agreement”), pursuant to which the Company sold its intellectual property (“IP”) related to GS-1811 to Gilead for $67.0 million and transferred to Gilead certain patents and know-how related to licensed products under the Gilead License Agreement. The purchase price represented consideration for the net present value of Gilead’s remaining financial obligations under the Gilead License Agreement, including any potential milestone payments and royalties, and agreement to cancel all future milestones and royalties under the Gilead License Agreement. The Company assessed the promises under the Gilead Purchase Agreement and determined that the transfer of all IP and know-how to Gilead for GS-1811 was the only distinct performance obligation in the contract modification and was satisfied upon contract execution.

During the year ended December 31, 2022, the Company recognized $82.0 million of license revenue — related party, $15.0 million of which related to the achievement of a clinical and development milestone under the 2022 Letter Agreement and Gilead License Agreement and $67.0 million of which related to the sale of GS-1811 under the Gilead Purchase Agreement. During the year ended December 31, 2021, the Company recognized $26.9 million of license and collaboration revenue — related party under the Gilead License Agreement, $25.0 million of which related to the achievement of a clinical development and regulatory milestone for FDA clearance of the IND for GS-1811 and $1.9 million of which related to the completion of research and transition services.

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Fair Value Measurements

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

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

The carrying amounts reflected in the consolidated balance sheets for cash, prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair values, due to their short-term nature.

Assets measured at fair value on a recurring basis as of December 31, 2022 were as follows (in thousands):

	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Money market funds, included in cash equivalents	$	150,572	$	150,572	$	—	$	—
Investments:
Corporate debt securities	15,016		—		15,016		—
U.S. Treasuries	16,183		16,183		—		—
Government agency securities	7,771		—		7,771		—
Totals	$	189,542	$	166,755	$	22,787	$	—

Assets measured at fair value on a recurring basis as of December 31, 2021 were as follows (in thousands):

	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Money market funds, included in cash equivalents	$	95,529	$	95,529	$	—	$	—
Investments:
Corporate debt securities	86,470		—		86,470		—
U.S. Treasuries	30,271		30,271		—		—
Government agency securities	7,953		—		7,953		—
Totals	$	220,223	$	125,800	$	94,423	$	—

There were no changes in valuation techniques during the years ended December 31, 2022 or 2021. There were no liabilities measured at fair value on a recurring basis as of December 31, 2022 or 2021.

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Investments

12 Months Ended

Dec. 31, 2022

Investments, Debt and Equity Securities [Abstract]

Investments

Investments

Short-term investments consist of investments with maturities greater than ninety days and less than one year from the balance sheet date. Long-term investments consist of investments with maturities of greater than one year that are not expected to be used to fund current operations. The Company classifies all of its investments as available-for-sale securities. Accordingly, these investments are recorded at fair value. Realized gains and losses, amortization and accretion of discounts and premiums are included in other income, net. Unrealized gains and losses on available-for-sale securities are included in other comprehensive income as a component of stockholders’ equity until realized.

Cash equivalents, short-term investments and long-term investments as of December 31, 2022 were comprised as follows (in thousands):

	December 31, 2022
	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Cash equivalents and short-term investments:
Money market funds, included in cash equivalents	$	150,572	$	—	$	—	$	150,572
Corporate debt securities	15,173		—		(157)		15,016
U.S. Treasuries	16,532		—		(349)		16,183
Government agency securities	7,942		—		(171)		7,771
Total cash equivalents and short-term investments	190,219		—		(677)		189,542
Total cash equivalents and investments	$	190,219	$	—	$	(677)	$	189,542

Cash equivalents, short-term investments and long-term investments as of December 31, 2021 were comprised as follows (in thousands):

	December 31, 2021
	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Cash equivalents and short-term investments:
Money market funds, included in cash equivalents	$	95,529	$	—	$	—	$	95,529
Corporate debt securities	69,316		—		(34)		69,282
U.S. Treasuries	13,777		—		(22)		13,755
Total cash equivalents and short-term investments	178,622		—		(56)		178,566
Long-term investments:
Corporate debt securities	17,276		—		(88)		17,188
U.S. Treasuries	16,580		—		(64)		16,516
Government agency securities	7,983		—		(30)		7,953
Total long-term investments	41,839		—		(182)		41,657
Total cash equivalents and investments	$	220,461	$	—	$	(238)	$	220,223

As of December 31, 2022, there were no securities that were in an unrealized loss position for less than twelve months. As of December 31, 2021, the aggregate fair value of securities that were in an unrealized loss position for less than twelve months was $86.7 million. As of December 31, 2022 and 2021, the aggregate fair value of securities that were in an unrealized loss position for more than twelve months was $39.0 million and $4.8 million, respectively. As of December 31, 2022, the Company did not intend to sell, and would not be more likely than not required to sell, the securities in an unrealized loss position before recovery of their amortized cost bases. Furthermore, the Company determined that there was no material change in the credit risk of these securities. As a result, the Company determined it did not hold any securities with any other-than-temporary impairment as of December 31, 2022.

There were no realized gains and losses on available-for-sale securities during the year ended December 31, 2022 and 2021

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Restricted Cash

12 Months Ended

Dec. 31, 2022

Cash and Cash Equivalents [Abstract]

Restricted Cash

Restricted Cash

As of both December 31, 2022 and 2021, the Company maintained non-current restricted cash of $1.3 million. This amount is included within “Other non-current assets” in the accompanying consolidated balance sheets and is comprised solely of a security deposit required pursuant to the lease for the Company’s corporate headquarters.

The following table provides a reconciliation of cash, cash equivalents and restricted cash that sums to the total of the same such amounts shown in the consolidated statements of cash flows (in thousands):

	Year Ended December 31, 2022				Year Ended December 31, 2021
	Beginning of Period		End of Period		Beginning of Period		End of Period
Cash and cash equivalents	$	95,529	$	150,572	$	147,493	$	95,529
Restricted cash	1,270		1,270		1,270		1,270
Cash, cash equivalents and restricted cash	$	96,799	$	151,842	$	148,763	$	96,799

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Property and Equipment, Net

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

Property and Equipment, Net

Property and equipment, net as of December 31, 2022 and 2021 was comprised as follows (in thousands):

	Estimated Useful Life (in Years)	December 31,
		2022		2021
Laboratory equipment	5	$	11,620	$	11,616
Furniture and office equipment	4	1,086		1,086
Computer equipment	3	1,649		1,641
Leasehold improvements	Shorter of useful life or remaining lease term	8,769		8,609
Total property and equipment, gross		23,124		22,952
Less: accumulated depreciation		(19,403)		(18,070)
Total property and equipment, net		$	3,721	$	4,882

Depreciation expense for the years ended December 31, 2022 and 2021 was $2.1 million and $2.8 million, respectively.

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Accrued Expenses

12 Months Ended

Dec. 31, 2022

Payables and Accruals [Abstract]

Accrued Expenses

Accrued Expenses

Accrued expenses as of December 31, 2022 and 2021 were comprised as follows (in thousands):

	December 31,
	2022		2021
Employee compensation and benefits	$	6,204	$	6,844
External research and professional services	10,496		6,252
Lab consumables and other	445		371
Total accrued expenses	$	17,145	$	13,467

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Common Stock and Preferred Stock

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Common Stock and Preferred Stock

Common Stock and Preferred Stock

Common Stock

The Company is authorized to issue 160,000,000 shares of common stock. Holders of common stock are entitled to one vote per share. Holders of common stock are entitled to receive dividends, if and when declared by the board of directors.

On December 17, 2019, the Company entered into a Sales Agreement with Cowen and Company, LLC (“Cowen”) pursuant to which the Company could offer and sell shares of its common stock with an aggregate offering price of up to $50.0 million under an “at the market” offering program (the “2019 ATM Offering”). The Sales Agreement provided that Cowen will be entitled to a sales commission equal to 3.0% of the gross sales price per share of all shares sold under the ATM Offering. During the first quarter of 2021, the Company sold an aggregate of 3,156,200 shares at an average price of $9.87 per share for net proceeds of $30.2 million, which completed the sale of all available amounts under the 2019 ATM Offering.

In addition, during the first quarter of 2021, the Company completed a follow-on public offering of its common stock, selling an aggregate of 5,750,000 shares of common stock at a public offering price of $11.25 per share for net proceeds of $60.6 million, after deducting underwriting discounts and commissions and offering fees.

On November 4, 2021, the Company entered into a new Sales Agreement with Cowen (the “2021 Sales Agreement”), pursuant to which the Company may offer and sell shares of our common stock with an aggregate offering price of up to $75.0 million under an ATM offering program (the “2021 ATM Offering”). The 2021 Sales Agreement provides that Cowen will be entitled to a sales commission equal to 3.0% of the gross sales price per share of all shares sold under the 2021 ATM Offering. No sales were made under the 2021 ATM Offering during the year ended December 31, 2022 and 2021.

Preferred Stock

The Company is authorized to issue 5,000,000 shares of undesignated preferred stock in one or more series. As of December 31, 2022, no shares of preferred stock were issued or outstanding.

Shares Reserved for Future Issuance

As of December 31, 2022 and 2021, the Company had reserved for future issuance the following number of shares of common stock (in thousands):

	December 31,
	2022	2021
Shares reserved for vesting of restricted stock units	997	833
Shares reserved for exercises of outstanding stock options	8,533	7,629
Shares reserved for future issuances under the 2017 Stock Option and Incentive Plan	1,802	1,258
Total shares reserved for future issuance	11,332	9,720

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Stock-based Compensation

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Stock-based Compensation

Stock-based Compensation

2013 Stock Option and Grant Plan

In February 2013, the board of directors adopted and the Company’s stockholders approved the 2013 Stock Option and Grant Plan (the “2013 Plan”), as amended and restated, under which it could grant incentive stock options (“ISOs”), non-qualified stock options, restricted stock awards (“RSAs”) and restricted stock units (“RSUs”) to eligible employees, officers, directors, and consultants. The 2013 Plan was subsequently amended in January 2015, April 2015, July 2015, March 2016 and October 2016 to allow for the issuance of additional shares of common stock.

2017 Stock Option and Incentive Plan

In January 2017, the board of directors adopted and the Company’s stockholders approved the 2017 Stock Option and Incentive Plan (the “2017 Plan”), which became effective immediately prior to the effectiveness of the Company’s IPO. Upon the adoption of the 2017 Plan, no further awards will be granted under the 2013 Plan.

The 2017 Plan provides for the grant of ISOs, non-qualified stock options, RSAs, RSUs, stock appreciation rights and other stock-based awards. The Company’s employees, officers, directors and consultants and advisors are eligible to receive awards under the 2017 Plan. The terms of awards, including vesting requirements, are determined by the board of directors, subject to the provisions of the 2017 Plan.

The Company initially registered 1,753,758 shares of common stock under the 2017 Plan, which was comprised of (i) 1,510,000 shares of common stock reserved for issuance under the 2017 Plan, plus (ii) 243,758 shares of common stock originally reserved for issuance under the 2013 Plan that became available for issuance under the 2017 Plan upon the completion of the Company’s IPO. The 2017 Plan also provides that an additional number of shares will automatically be added to the shares authorized for issuance under the 2017 Plan on January 1, 2018 and each January 1st thereafter. The number of shares added each year will be equal to the lesser of (i) 4% of the outstanding shares on the immediately preceding December 31st or (ii) such amount as determined by the compensation committee of the board of directors. Effective January 1, 2021 and 2022, 1,669,162 and 2,050,601 additional shares, respectively, were automatically added to the shares authorized for issuance under the 2017 Plan.

As of December 31, 2022, there were 1,801,878 shares available for future issuance under the 2017 Plan.

Inducement Stock Options

The Company may grant, upon approval by the compensation committee of the board of directors, awards, including options to purchase shares of common stock, as an inducement to employment in accordance with Nasdaq Listing Rule 5635(c)(4). The securities are issued pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended, relating to transactions by an issuer not involving any public offering. These options are subject to substantially the same terms as options issued pursuant to the 2017 Plan. During the second quarter of 2021, the Company granted an option to purchase 225,000 shares of common stock as an inducement award.

2017 Employee Stock Purchase Plan

In January 2017, the board of directors adopted and the Company’s stockholders approved the 2017 Employee Stock Purchase Plan (the “2017 ESPP”), which became effective upon the closing of the Company’s IPO. The Company initially reserved 302,000 shares of common stock for future issuance under the 2017 ESPP. The 2017 ESPP also provides that an additional number of shares will automatically be added to the shares authorized for issuance under the 2017 ESPP on January 1, 2018 and each January 1st thereafter through January 1, 2027. The number of shares added each year will be equal to the lesser of (i) 1% of the outstanding shares on the immediately preceding December 31st, (ii) 603,000 shares or (iii) such amount as determined by the Compensation Committee of the board of directors. Effective January 1, 2021 and 2022, 417,290 and 512,650 additional shares, respectively, were automatically added to the shares authorized for issuance under the 2017 ESPP. No offering periods under the 2017 ESPP had been initiated as of December 31, 2022.

Stock-based Compensation Expense

Total stock-based compensation expense recognized in the consolidated statements of operations and comprehensive (loss) income for the years ended December 31, 2022 and 2021 was as follows (in thousands):

	Year Ended December 31,
	2022		2021
Research and development	$	5,168	$	5,560
General and administrative	5,105		5,917
Total stock-based compensation expense	$	10,273	$	11,477

RSU Activity

The Company has also granted RSUs to its employees under the 2017 Plan. The following table summarizes RSU activity for the year ended December 31, 2022 (in thousands, except per share amounts):

	RSUs	Weighted-Average Grant Date Fair Value per Share
Unvested as of December 31, 2021	833	$	9.13
Issued	685	$	7.11
Vested	(358)	$	8.15
Cancelled	(163)	$	8.27
Unvested as of December 31, 2022	997	$	8.23

The aggregate fair value of RSUs vested during the year ended December 31, 2022, based upon the fair values of the stock underlying the RSUs on the day of vesting, was $2.7 million. The aggregate fair value of RSUs vested during the year ended December 31, 2021, based upon the fair values of the stock underlying the RSUs on the day of vesting, was $1.5 million.

As of December 31, 2022, there was unrecognized stock-based compensation expense related to unvested RSUs of $4.4 million, which the Company expects to recognize over a weighted-average period of approximately 1.5 years.

Stock Option Activity

The fair value of stock options granted to employees and directors during the years ended December 31, 2022 and 2021 was calculated on the date of grant using the following weighted-average assumptions:

	Year Ended December 31,
	2022		2021
Risk-free interest rate	2.1	%	0.8	%
Expected dividend yield	—	%	—	%
Expected term (in years)	6.0		6.0
Expected volatility	81.0	%	81.9	%

Using the Black-Scholes option pricing model, the weighted-average grant date fair value of stock options granted to employees and directors during the years ended December 31, 2022 and 2021 was $4.47 and $7.05 per share, respectively.

The following table summarizes changes in stock option activity during the year ended December 31, 2022 (in thousands, except per share amounts):

	Options	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Outstanding at December 31, 2021	7,629	$	8.87	6.4	$	16,881
Granted	1,795	$	6.42
Exercised	(71)	$	5.49
Cancelled	(820)	$	9.02
Outstanding at December 31, 2022	8,533	$	8.37	6.0	$	434
Exercisable at December 31, 2022	6,033	$	8.68	4.9	$	423

The aggregate intrinsic value of stock options exercised during the years ended December 31, 2022 and 2021 was $0.1 million and $3.0 million, respectively.

As of December 31, 2022, there was unrecognized stock-based compensation expense related to unvested stock options of $11.6 million, which the Company expects to recognize over a weighted-average period of approximately 2.4 years.

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Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The provision for income taxes for the years ended December 31, 2022 and 2021 was comprised as follows (in thousands):

	Year Ended December 31,
	2022		2021
Current taxes:
Federal	$	108	$	—
State	27		15
Total current taxes	135		15
Deferred taxes:
Federal	—		—
State	—		—
Total deferred taxes	—		—
Total provision for income taxes	$	135	$	15

A reconciliation of the federal statutory income tax rate to the Company’s effective tax rate is as follows:

	Year Ended December 31,
	2022		2021
Income tax computed at federal statutory tax rate	21.0	%	21.0	%
State taxes, net of federal benefit	7.9	%	6.9	%
Tax credit carryforwards	10.3	%	3.5	%
Permanent items	(1.8)	%	(0.7)	%
Change in valuation allowance	(36.8)	%	(30.7)	%
Other	(0.9)	%	—	%
Effective tax rate	(0.3)	%	—	%

The principal components of the Company’s deferred tax assets and liabilities as of December 31, 2022 and 2021 were comprised as follows (in thousands):

	December 31,
	2022		2021
Deferred tax assets:
Net operating loss carryforwards	$	32,902	$	45,590
Tax credit carryforwards	31,302		25,327
Capitalized research and development	24,878		—
Operating lease liability	2,737		3,739
Intangibles	920		960
Accrued expenses and other	1,588		1,843
Unrealized loss on available-for-sale securities	17		17
Depreciation	756		583
Stock-based compensation	5,840		5,207
Total deferred tax assets	100,940		83,266
Less: valuation allowance	(98,592)		(80,022)
Net deferred tax assets	2,348		3,244
Deferred tax liabilities:
Operating lease right-of-use asset	(2,348)		(3,244)
Depreciation	—		—
Total deferred tax liabilities	(2,348)		(3,244)
Net deferred taxes	$	—	$	—

As of December 31, 2022, the Company had federal and state net operating loss (“NOL”) carryforwards of $120.4 million and $120.6 million, respectively. Federal NOLs generated through the year ended December 31, 2017 expire at various dates from 2032 through 2037, and federal NOLs of $113.0 million generated in years beginning after December 31, 2017 may be carried forward indefinitely. State NOLs expire at various dates from 2035 through 2041. As of December 31, 2022, the Company had federal research and development tax credit carryforwards of $24.1 million which expire at various dates from 2034 through 2042. In addition, as of December 31, 2022, the Company had state research and development and investment tax credit carryforwards of $9.1 million and $0.1 million, respectively. The state research and development tax credit carryforwards expire at various dates from 2030 through 2037 and the state investment tax credit carryforward indefinitely.

Management has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets, which primarily pertain to NOL carryforwards, tax credit carryforwards, the Company’s operating lease liability and stock-based compensation. Management has determined that it is more likely than not that the Company will not realize the benefits of its deferred tax assets, and as a result, a valuation allowance of $98.6 million has been established at December 31, 2022. The increase in the valuation allowance of $18.6 million during the year ended December 31, 2022 was primarily due to capitalization of research and development expense made effective on January 1, 2022 and was part of the Tax Cuts and Jobs Act of 2017 requiring taxpayers to capitalize research and development expenses an amortize them over a five year period, and taxable net income related to increased license revenue under agreements with Gilead during the year ended December 31, 2022 as compared to the year ended December 31, 2021.

NOL and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service (“IRS”) and may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50% as defined under Sections 382 and 383 in the Internal Revenue Code of 1986, as amended (“IRC”). This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the Company’s value immediately prior to the ownership change.

The Company had no unrecognized tax benefits as of either December 31, 2022 or 2021. During the year ended December 31, 2017, the Company completed a study of its research and development credit carryforwards generated during the years ended December 31, 2016 and 2015. The Company has not conducted a study of its research and development credit carryforwards generated during any subsequent years. This study may result in an adjustment to the Company’s research and development credit carryforwards; however, until a study is completed and any adjustment is known, no amounts are being presented as an uncertain tax position. A full valuation allowance has been provided against the Company’s research and development credit carryforwards, and if an adjustment is required, this adjustment would be offset by an adjustment to the valuation allowance. Thus, there would be no impact to the consolidated statements of operations and comprehensive loss if an adjustment were required.

Interest and penalty charges, if any, related to income taxes would be classified as a component of the provision for income taxes in the consolidated statements of operations and comprehensive loss. As of December 31, 2022, the Company has not incurred any material interest or penalty charges.

The Company files income tax returns in the United States federal tax jurisdiction and the Massachusetts state tax jurisdiction. Since the Company is in a loss carryforward position, it is generally subject to examination by federal and state tax authorities for all tax years in which a loss carryforward is available.

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Related-party Transactions	12 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
Related-party Transactions	Related-party TransactionsIn August 2020, the Company entered into the Gilead License Agreement and Stock Purchase Agreement under which it received a non-refundable upfront payment of $85.0 million and cash consideration of $35.0 million for Gilead’s purchase of 5,539,727 shares of the Company’s common stock. During the year ended December 31, 2022, the Company recognized $82.0 million in revenue under agreements with Gilead and had no reimbursable expenses due from Gilead. During the year ended December 31, 2021, the Company recognized $26.9 million in revenue under these arrangements and recorded less than $0.1 million of reimbursement expenses due from Gilead within prepaid expenses and other current assets in the accompanying consolidated balance sheets.

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Corporate Headquarters Lease

In November 2016, the Company entered into an operating lease agreement (the “Corporate Headquarters Lease”) to occupy 51,000 square feet of laboratory and office space in Cambridge, Massachusetts. This facility serves as the Company’s corporate headquarters. The lease term began on November 1, 2016 and extends to March 31, 2025. The Company has the option to extend the lease term for one consecutive five-year period, at the market rate, by giving the landlord written notice of its election to exercise the extension at least twelve months prior to the original expiration of the lease term. The Company provided the landlord with a security deposit in the form of a letter of credit in the amount of $1.3 million, which is recorded as restricted cash and included within “Other non-current assets” in the consolidated balance sheets. The Corporate Headquarters Lease also provided the Company with a tenant improvement allowance of $0.5 million. Leasehold improvements related to this facility are being amortized over the shorter of their useful life or the lease term.

The Company recorded a right-of-use asset and a corresponding lease liability on the consolidated balance sheets as of December 31, 2022 and 2021. As there is no rate implicit in the Corporate Headquarters Lease, the Company estimated its incremental borrowing rate based upon a synthetic credit rating and yield curve analysis. Based upon this analysis, the Company calculated a discount rate of 8.0% for the Corporate Headquarters Lease.

As of December 31, 2022, the future minimum lease payments due under the operating lease for the Company’s corporate headquarters are as follows (in thousands):

	Amount
2023	$	4,802
2024	4,938
2025	1,252
Total remaining minimum rental payments	10,992
Less: effect of discounting	(972)
Total lease liability	$	10,020

The Company recorded operating lease expense for the Corporate Headquarters Lease of $4.3 million for the year ended December 31, 2022 and $4.3 million for the year ended December 31, 2021. As of December 31, 2022, the remaining lease term of the Corporate Headquarters Lease was 2.3 years. The Company presents changes in its right-of-use asset and lease liability on a combined net basis within “Other liabilities” in the consolidated statements of cash flows.

License and Collaboration Agreements

The Company has entered into various license agreements for certain technology. The Company could be required to make aggregate technical, clinical development and regulatory milestone payments of up to $7.5 million and low single-digit royalty payments based on a percentage of net sales of licensed products. As of December 31, 2022, the Company had made $1.0 million in aggregate milestone payments under these license agreements. The Company may cancel these agreements at any time by providing 30 to 90 days’ notice to the licensors, and all payments not previously due would no longer be owed.

The Company has also entered into collaboration agreements with various third parties for research services and access to proprietary technology platforms. Under these collaboration agreements, the Company could be required to make aggregate technical, clinical development and regulatory milestones payments ranging from $12.5 million to $12.9 million per product candidate and low single-digit royalty payments based on a percentage of net sales on a product-by-product basis. As of December 31, 2022, the Company had made $1.8 million in aggregate milestone payments under these collaboration agreements.

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401(k) Savings Plan	12 Months Ended
	Dec. 31, 2022
Retirement Benefits [Abstract]
401(k) Savings Plan	401(k) Savings PlanThe Company has a defined-contribution savings plan under Section 401(k) of the IRC (the “401(k) Plan”). The 401(k) Plan covers all employees who meet defined minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pretax basis. Beginning on January 1, 2018, the Company matches 50% of an employee’s 401(k) contributions up to a maximum of 6% of the participant’s salary, subject to employer match limitations under the IRC. As such, the Company made $0.8 million and $0.7 million in contributions to the 401(k) Plan for the years ended December 31, 2022 and 2021, respectively.

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Net Loss per Share

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Net Loss per Share

Net Loss per Share

The following weighted-average amounts were excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive (in thousands):

	Year Ended December 31,
	2022	2021
Outstanding stock options	8,566	7,388
Unvested RSUs	988	791
Total	9,554	8,179

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Subsequent Events

12 Months Ended

Dec. 31, 2022

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

On February 22, 2023, the Company announced that it was reducing its workforce by approximately 57% of its current headcount to preserve its cash resources. The workforce reduction will take place during the first quarter of 2023. As a result of these actions, the Company expects to incur one-time non recurring restructuring costs, primarily consisting of salary payable during applicable notice periods and severance, non-cash stock-based compensation expense, and other benefits.

On February 23, 2023, the Company and Redx Pharma plc (“Redx”) issued an announcement disclosing the agreed terms of a proposed all share merger transaction for the entire issued and to be issued share capital of Redx to be effected by means of a court sanctioned scheme of arrangement (“Scheme”) under Part 26 of the U.K. Company Act 2006, immediately preceded by a merger transaction between RM Special Holdings 3, LLC, an entity controlled by Redmile, and the Company and one of its wholly-owned subsidiaries. Under the terms of the Business Combination, immediately following completion of the Business Combination, including conversion of the convertible loan notes held by shareholders of Redx, Redx shareholders are expected to own, on a fully diluted basis based on the parties’ share capital as of February 22, 2023, approximately 63% and Jounce shareholders are expected to own approximately 37% of the share capital of the combined group. Completion of the Business Combination is subject to certain closing conditions, including, among others, (i) the approval of the Scheme by a majority in number of Redx’s shareholders present and voting (and entitled to vote) at the meeting(s) of Redx’s shareholders, representing not less than 75 percent in value of the Redx shares held by such shareholders (or the relevant class or classes thereof), (ii) the sanction of the Scheme by the High Court of Justice of England and Wales, (iii) the approval of the issuance of common stock by the Company’s stockholders in connection with the Business Combination, and (iv) the Scheme becoming effective no later than July 31, 2023, which date may be extended by mutual agreement of the parties. Subject to the approval of the Company’s stockholders, the Company intends to conduct a 5:1 reverse stock split of our common stock in conjunction with the Business Combination. The completion of the Business Combination is expected in the second quarter of 2023. There is no assurance that the Business Combination will be consummated on the proposed terms, timing or at all.

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Basis of Presentation and Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation and ConsolidationThe accompanying consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and generally accepted accounting principles in the United States of America (“GAAP”) as found in the Accounting Standards Codification (“ASC”) of the Financial Accounting Standards Board (“FASB”).

Principles of Consolidation

These consolidated financial statements include the accounts of Jounce Therapeutics, Inc. and its wholly-owned subsidiary, Jounce Mass Securities, Inc. All intercompany transactions and balances have been eliminated in consolidation.

Segment Information

Segment Information

Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision-maker in deciding how to allocate resources and assess performance. The Company and the Company’s chief operating decision maker, the Company’s chief executive officer, views the Company’s operations and manages its business as a single operating segment. The Company operates only in the United States.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, the Company’s management evaluates its estimates which include, but are not limited to, estimates related to revenue recognized, accrued expenses, stock-based compensation expense and income taxes. The Company bases its estimates on historical experience and other market specific or other relevant assumptions it believes to be reasonable under the circumstances. Actual results could differ from those estimates.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

ASC Topic 820, Fair Value Measurement (“ASC 820”) establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances.

ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes between the following:

•Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

•Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

•Level 3 inputs are unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

Cash Equivalents

Cash Equivalents

Cash equivalents are highly-liquid investments that are readily convertible into cash with original maturities of three months or less when purchased. These assets include investment in money market funds that invests in U.S. Treasury obligations.

Investments

Investments

Short-term investments consist of investments with maturities greater than ninety days and less than one year from the balance sheet date. Long-term investments consist of investments with maturities of greater than one year that are not expected to be used to fund current operations. The Company classifies all of its investments as available-for-sale securities. Accordingly, these investments are recorded at fair value. Realized gains and losses, amortization and accretion of discounts and premiums are included in “Other income, net”. Unrealized gains and losses on available-for-sale securities are included in “Other comprehensive income” as a component of stockholders’ equity until realized.

Property and Equipment

Property and Equipment

Property and equipment is recorded at cost and consists of laboratory equipment, furniture and office equipment, computer equipment, leasehold improvements. The Company capitalizes property and equipment that is acquired for research and development activities and that has alternate future use. Expenditures for maintenance and repairs are recorded to expense as incurred, whereas major betterments are capitalized as additions to property and equipment. Leasehold improvements are depreciated over the lesser of their useful life or the term of the lease. Depreciation is calculated over the estimated useful lives of the assets using the straight-line method.

Impairment of Long-lived Assets

Impairment of Long-lived AssetsThe Company reviews its property and equipment whenever events or changes in circumstances indicate that the carrying value of certain assets might not be recoverable and recognizes an impairment loss when it is probable that an asset’s realizable value is less than the carrying value.

Leases

Leases

The Company accounts for leases in accordance with ASC Topic 842, Leases. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement. Leases with a term greater than one year are recognized on the balance sheet as right-of-use assets and short-term and long-term lease liabilities, as applicable. The Company does not recognize leases with terms of one year or less on the balance sheet. Options to renew a lease are not included in the Company’s initial lease term assessment unless there is reasonable certainty that the Company will renew. The Company monitors its plans to renew its material leases on a quarterly basis.

Operating lease liabilities and their corresponding right-of-use assets are initially recorded based on the present value of lease payments over the expected remaining lease term. Certain adjustments to the right-of-use asset may be required for items such as incentives received. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rate (“IBR”), which reflects the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, and in a similar economic environment.

The Company subsequently measures its lease liability at the present value of remaining lease payments, discounted using the IBR for the lease. The right-of-use asset is subsequently measured at the amount of the lease liability, adjusted for prepaid or accrued lease payments and the remaining balance of lease incentives received. The Company recognizes operating lease expense on a straight-line basis over the lease term.

Revenue Recognition

Revenue Recognition

The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. In applying ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the promises and performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies the performance obligations. The Company only applies the five-step model to contracts when it is probable that it will collect the consideration to which it is entitled in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract, determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. As part of the assessment, the Company must develop assumptions that require judgment to determine the standalone selling price for each performance obligation identified in the contract. The Company uses key assumptions to determine the standalone selling price, which may include reimbursement rates for personnel costs, development timelines and probabilities of regulatory success. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is that the period between payment by the customer and the transfer of promised goods or services to the customer will be one year or less.

Arrangements that include upfront payments may require deferral of revenue recognition to a future period until obligations under these arrangements are fulfilled. The event-based milestone payments represent variable consideration, and the Company uses the “most-likely amount” method to estimate this variable consideration. Given the high degree of uncertainty around the occurrence of these events, the Company determined the milestone and other contingent amounts to be fully constrained until the uncertainty associated with these payments is resolved. Revenue will be recognized from sales-based royalty payments when or as the sales occur. The Company will re-evaluate the transaction price in each reporting period as uncertain events are resolved and other changes in circumstances occur.

Research and Development Expenses

Research and Development Expenses

Expenditures relating to research and development are expensed as incurred. Research and development expenses include external expenses incurred under arrangements with third parties, academic and non-profit institutions and consultants; salaries and personnel-related costs, including non-cash stock-based compensation expense; license fees to acquire in-process technology and other expenses, which include direct and allocated expenses for laboratory, facilities and other costs. Non‑refundable advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made.

As part of the process of preparing the consolidated financial statements, the Company is required to estimate its accrued research and development expenses as of each balance sheet date. In accruing service fees, the Company estimates the time period over which services will be performed and the level of effort to be expended in each period. This process involves reviewing open contracts and purchase orders, communicating with internal personnel to identify services that have been performed on the Company’s behalf and estimating the level of service performed and the associated cost incurred for the service when the Company has not yet been invoiced or otherwise notified of the actual cost. The Company periodically confirms the accuracy of its estimates with its service providers and makes adjustments if necessary. The majority of the Company’s service providers invoice monthly in arrears for services performed or when contractual milestones are met. The financial terms of agreements with these service providers are subject to negotiation, vary from contract-to-contract and may result in uneven payment flows. In circumstances where amounts have been paid in excess of costs incurred, the Company records a prepaid expense.

Intellectual Property Expenses

Intellectual Property Expenses

The Company expenses costs associated with intellectual property-related matters as incurred and classifies such costs as general and administrative expenses within the consolidated statements of operations and comprehensive loss.

Stock-based Compensation

Stock-based Compensation

The Company accounts for stock-based payments in accordance with ASC Topic 718, Compensation—Stock Compensation. This guidance requires all stock-based payments to employees, including grants of employee stock options and restricted stock units (“RSUs”), to be recognized as expense in the consolidated statements of operations and comprehensive loss based on their grant date fair values. For stock options granted to employees and to members of the Company’s board of directors for their services on the board of directors, the Company estimates the grant date fair value of each stock option using the Black-Scholes option-pricing model. For RSUs granted to employees, the Company estimates the grant date fair value of each award using intrinsic value, which is based on the value of the underlying common stock less any purchase price. For stock-based payments subject to service-based vesting conditions, the Company recognizes stock-based compensation expense equal to the grant date fair value of stock-based payment on a straight-line basis over the requisite service period. 

The Black‑Scholes option pricing model requires the input of certain subjective assumptions, including (i) the calculation of expected term of the stock-based payment, (ii) the risk‑free interest rate, (iii) the expected stock price volatility and (iv) the expected dividend yield. The Company uses the simplified method as proscribed by SEC Staff Accounting Bulletin No. 107 to calculate the expected term for stock options granted to employees as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term. The Company determines the risk‑free interest rate based on a treasury instrument whose term is consistent with the expected term of the stock options. Because there had been no public market for the Company’s common stock prior to the Company’s initial public offering (“IPO”), there is a lack of Company‑specific historical and implied volatility data. Accordingly, the Company bases its estimates of expected volatility based on a combination of the Company’s own historical volatility and historical volatility of a group of publicly-traded companies with similar characteristics to itself, including stage of product development and therapeutic focus within the life sciences industry. Historical volatility is calculated over a period of time commensurate with the expected term of the stock-based payment. The Company uses an assumed dividend yield of zero as the Company has never paid dividends on its common stock, nor does it expect to pay dividends on its common stock in the foreseeable future. The Company accounts for forfeitures of all stock-based payments when such forfeitures occur.

Income Taxes

Income Taxes

Income taxes are recorded in accordance with ASC Topic 740, Income Taxes, which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance against deferred tax assets is recorded if, based on the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

The Company accounts for uncertain tax positions using a more-likely-than-not threshold for recognizing and resolving uncertain tax positions. The evaluation of uncertain tax positions is based on factors, including, but not limited to, changes in the law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position.

Comprehensive Loss

Comprehensive Loss

Comprehensive loss is comprised of net loss and other comprehensive loss. Other comprehensive loss for all periods presented consists of unrealized losses and gains on available-for-sale securities.

Net Loss per Share

Net Loss per ShareBasic net loss per share is calculated based upon the weighted-average number of common shares outstanding during the period, excluding outstanding stock options and RSUs that have been issued but are not yet vested. Diluted net loss per share is calculated based upon the weighted-average number of common shares outstanding during the period plus the dilutive impact of weighted-average common equivalent shares outstanding during the period. The potentially dilutive shares of common stock resulting from the assumed exercise of outstanding stock options and the assumed vesting of RSUs are determined under the treasury stock method.

Concentrations of Credit Risk

Concentrations of Credit Risk and Off-Balance Sheet RiskFinancial instruments that potentially expose the Company to concentrations of credit risk primarily consist of cash, cash equivalents and investments. The Company maintains its cash and cash equivalent balances with high-quality financial institutions and, consequently, the Company believes that such funds are subject to minimal credit risk. At times, the Company’s cash and cash equivalents may be uninsured or in deposit accounts that exceed Federal Deposit Insurance Corporation limits. As of December 31, 2022, the Company had not experienced losses on these accounts and management believe the Company is not exposed to significant risk on such accounts. The Company’s cash equivalents and investments are comprised of money market funds that are invested in U.S. Treasury obligations, corporate debt securities, U.S. Treasury obligations and government agency securities. Credit risk in these securities is reduced as a result of the Company’s investment policy to limit the amount invested in any single issuer and to only invest in securities of a high credit quality.

Off-Balance Sheet Risk

The Company has no significant off-balance sheet risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements.

Recent Accounting Pronouncements, Not Yet Adopted

Recent Accounting Pronouncements, Not Yet AdoptedIn June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This standard requires that credit losses be reported using an expected losses model rather than the incurred losses model that is currently used, and it establishes additional disclosure requirements related to credit risks. For available-for-sale debt securities with expected credit losses, this standard now requires allowances to be recorded instead of reducing the amortized cost of the investment. This ASU is effective for smaller reporting companies for fiscal years beginning after December 15, 2022, with early adoption permitted. Accordingly, the Company will adopt this standard effective January 1, 2023. The adoption of ASU 2016-13 is not expected to have a material impact on the Company’s financial position or results of operations upon adoption.

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Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Assets Measured at Fair Value

Assets measured at fair value on a recurring basis as of December 31, 2022 were as follows (in thousands):

	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Money market funds, included in cash equivalents	$	150,572	$	150,572	$	—	$	—
Investments:
Corporate debt securities	15,016		—		15,016		—
U.S. Treasuries	16,183		16,183		—		—
Government agency securities	7,771		—		7,771		—
Totals	$	189,542	$	166,755	$	22,787	$	—

Assets measured at fair value on a recurring basis as of December 31, 2021 were as follows (in thousands):

	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Money market funds, included in cash equivalents	$	95,529	$	95,529	$	—	$	—
Investments:
Corporate debt securities	86,470		—		86,470		—
U.S. Treasuries	30,271		30,271		—		—
Government agency securities	7,953		—		7,953		—
Totals	$	220,223	$	125,800	$	94,423	$	—

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Investments (Tables)

12 Months Ended

Dec. 31, 2022

Investments, Debt and Equity Securities [Abstract]

Schedule of Available-for-sale Securities by Security Type

Cash equivalents, short-term investments and long-term investments as of December 31, 2022 were comprised as follows (in thousands):

	December 31, 2022
	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Cash equivalents and short-term investments:
Money market funds, included in cash equivalents	$	150,572	$	—	$	—	$	150,572
Corporate debt securities	15,173		—		(157)		15,016
U.S. Treasuries	16,532		—		(349)		16,183
Government agency securities	7,942		—		(171)		7,771
Total cash equivalents and short-term investments	190,219		—		(677)		189,542
Total cash equivalents and investments	$	190,219	$	—	$	(677)	$	189,542

Cash equivalents, short-term investments and long-term investments as of December 31, 2021 were comprised as follows (in thousands):

	December 31, 2021
	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Cash equivalents and short-term investments:
Money market funds, included in cash equivalents	$	95,529	$	—	$	—	$	95,529
Corporate debt securities	69,316		—		(34)		69,282
U.S. Treasuries	13,777		—		(22)		13,755
Total cash equivalents and short-term investments	178,622		—		(56)		178,566
Long-term investments:
Corporate debt securities	17,276		—		(88)		17,188
U.S. Treasuries	16,580		—		(64)		16,516
Government agency securities	7,983		—		(30)		7,953
Total long-term investments	41,839		—		(182)		41,657
Total cash equivalents and investments	$	220,461	$	—	$	(238)	$	220,223

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Restricted Cash (Tables)

12 Months Ended

Dec. 31, 2022

Cash and Cash Equivalents [Abstract]

Schedule of Cash and Cash Equivalents

The following table provides a reconciliation of cash, cash equivalents and restricted cash that sums to the total of the same such amounts shown in the consolidated statements of cash flows (in thousands):

	Year Ended December 31, 2022				Year Ended December 31, 2021
	Beginning of Period		End of Period		Beginning of Period		End of Period
Cash and cash equivalents	$	95,529	$	150,572	$	147,493	$	95,529
Restricted cash	1,270		1,270		1,270		1,270
Cash, cash equivalents and restricted cash	$	96,799	$	151,842	$	148,763	$	96,799

Restrictions on Cash and Cash Equivalents

The following table provides a reconciliation of cash, cash equivalents and restricted cash that sums to the total of the same such amounts shown in the consolidated statements of cash flows (in thousands):

	Year Ended December 31, 2022				Year Ended December 31, 2021
	Beginning of Period		End of Period		Beginning of Period		End of Period
Cash and cash equivalents	$	95,529	$	150,572	$	147,493	$	95,529
Restricted cash	1,270		1,270		1,270		1,270
Cash, cash equivalents and restricted cash	$	96,799	$	151,842	$	148,763	$	96,799

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Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Property and equipment, net as of December 31, 2022 and 2021 was comprised as follows (in thousands):

	Estimated Useful Life (in Years)	December 31,
		2022		2021
Laboratory equipment	5	$	11,620	$	11,616
Furniture and office equipment	4	1,086		1,086
Computer equipment	3	1,649		1,641
Leasehold improvements	Shorter of useful life or remaining lease term	8,769		8,609
Total property and equipment, gross		23,124		22,952
Less: accumulated depreciation		(19,403)		(18,070)
Total property and equipment, net		$	3,721	$	4,882

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Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2022

Payables and Accruals [Abstract]

Schedule of Accrued Expenses

Accrued expenses as of December 31, 2022 and 2021 were comprised as follows (in thousands):

	December 31,
	2022		2021
Employee compensation and benefits	$	6,204	$	6,844
External research and professional services	10,496		6,252
Lab consumables and other	445		371
Total accrued expenses	$	17,145	$	13,467

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Common Stock and Preferred Stock (Tables)

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Schedule of Stock by Class

As of December 31, 2022 and 2021, the Company had reserved for future issuance the following number of shares of common stock (in thousands):

	December 31,
	2022	2021
Shares reserved for vesting of restricted stock units	997	833
Shares reserved for exercises of outstanding stock options	8,533	7,629
Shares reserved for future issuances under the 2017 Stock Option and Incentive Plan	1,802	1,258
Total shares reserved for future issuance	11,332	9,720

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Stock-based Compensation (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Schedule of Stock-Based Compensation Expense

Total stock-based compensation expense recognized in the consolidated statements of operations and comprehensive (loss) income for the years ended December 31, 2022 and 2021 was as follows (in thousands):

	Year Ended December 31,
	2022		2021
Research and development	$	5,168	$	5,560
General and administrative	5,105		5,917
Total stock-based compensation expense	$	10,273	$	11,477

Schedule of Restricted Stock and Restricted Stock Units Activity

The Company has also granted RSUs to its employees under the 2017 Plan. The following table summarizes RSU activity for the year ended December 31, 2022 (in thousands, except per share amounts):

	RSUs	Weighted-Average Grant Date Fair Value per Share
Unvested as of December 31, 2021	833	$	9.13
Issued	685	$	7.11
Vested	(358)	$	8.15
Cancelled	(163)	$	8.27
Unvested as of December 31, 2022	997	$	8.23

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions

The fair value of stock options granted to employees and directors during the years ended December 31, 2022 and 2021 was calculated on the date of grant using the following weighted-average assumptions:

	Year Ended December 31,
	2022		2021
Risk-free interest rate	2.1	%	0.8	%
Expected dividend yield	—	%	—	%
Expected term (in years)	6.0		6.0
Expected volatility	81.0	%	81.9	%

Schedule of Stock Options, Activity

The following table summarizes changes in stock option activity during the year ended December 31, 2022 (in thousands, except per share amounts):

	Options	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Outstanding at December 31, 2021	7,629	$	8.87	6.4	$	16,881
Granted	1,795	$	6.42
Exercised	(71)	$	5.49
Cancelled	(820)	$	9.02
Outstanding at December 31, 2022	8,533	$	8.37	6.0	$	434
Exercisable at December 31, 2022	6,033	$	8.68	4.9	$	423

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Summary of Components of the Provision for Income Taxes

The provision for income taxes for the years ended December 31, 2022 and 2021 was comprised as follows (in thousands):

	Year Ended December 31,
	2022		2021
Current taxes:
Federal	$	108	$	—
State	27		15
Total current taxes	135		15
Deferred taxes:
Federal	—		—
State	—		—
Total deferred taxes	—		—
Total provision for income taxes	$	135	$	15

Reconciliation of the Federal Statutory Income Tax Rate to the Effective Tax Rate

A reconciliation of the federal statutory income tax rate to the Company’s effective tax rate is as follows:

	Year Ended December 31,
	2022		2021
Income tax computed at federal statutory tax rate	21.0	%	21.0	%
State taxes, net of federal benefit	7.9	%	6.9	%
Tax credit carryforwards	10.3	%	3.5	%
Permanent items	(1.8)	%	(0.7)	%
Change in valuation allowance	(36.8)	%	(30.7)	%
Other	(0.9)	%	—	%
Effective tax rate	(0.3)	%	—	%

Schedule of Components of Deferred Tax Assets and Liabilities

The principal components of the Company’s deferred tax assets and liabilities as of December 31, 2022 and 2021 were comprised as follows (in thousands):

	December 31,
	2022		2021
Deferred tax assets:
Net operating loss carryforwards	$	32,902	$	45,590
Tax credit carryforwards	31,302		25,327
Capitalized research and development	24,878		—
Operating lease liability	2,737		3,739
Intangibles	920		960
Accrued expenses and other	1,588		1,843
Unrealized loss on available-for-sale securities	17		17
Depreciation	756		583
Stock-based compensation	5,840		5,207
Total deferred tax assets	100,940		83,266
Less: valuation allowance	(98,592)		(80,022)
Net deferred tax assets	2,348		3,244
Deferred tax liabilities:
Operating lease right-of-use asset	(2,348)		(3,244)
Depreciation	—		—
Total deferred tax liabilities	(2,348)		(3,244)
Net deferred taxes	$	—	$	—

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Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Lease Payments Due Under the Corporate Headquarters Lease

As of December 31, 2022, the future minimum lease payments due under the operating lease for the Company’s corporate headquarters are as follows (in thousands):

	Amount
2023	$	4,802
2024	4,938
2025	1,252
Total remaining minimum rental payments	10,992
Less: effect of discounting	(972)
Total lease liability	$	10,020

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Net Loss per Share (Tables)

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Schedule of Antidilutive Securities Excluded from Computation of Net Income (Loss) per Share

The following weighted-average amounts were excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive (in thousands):

	Year Ended December 31,
	2022	2021
Outstanding stock options	8,566	7,388
Unvested RSUs	988	791
Total	9,554	8,179

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Nature of Business (Details) $ in Millions	12 Months Ended
	Dec. 31, 2022 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash, cash equivalents, and marketable securities	$ 189.5
Duration of funding requirement	12 months

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License and Collaboration Revenue - Narrative (Details) - USD ($) $ in Thousands			1 Months Ended		12 Months Ended
	Dec. 27, 2022	Oct. 31, 2022	Oct. 31, 2020	Aug. 31, 2020	Dec. 31, 2022	Dec. 31, 2021
Research and Development Arrangement, Contract to Perform for Others [Line Items]
License and collaboration revenue—related party					$ 82,000	$ 26,907
GS-1811 License | Gilead Purchase Agreement
Research and Development Arrangement, Contract to Perform for Others [Line Items]
License and collaboration revenue—related party	$ 67,000
Gilead Transaction Agreements
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Non-refundable upfront payment received for research agreement			$ 85,000
Gilead Transaction Agreements | Gilead Transaction Agreements | Gilead Sciences, Inc.
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Non-refundable upfront payment received for research agreement				$ 85,000
License and collaboration revenue—related party					$ 82,000	26,900
Gilead Transaction Agreements | GS-1811 License
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Milestone achievement earned		$ 15,000
License and collaboration revenue—related party						25,000
Gilead Transaction Agreements | Research and Transition Services
Research and Development Arrangement, Contract to Perform for Others [Line Items]
License and collaboration revenue—related party						$ 1,900

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Fair Value Measurements - Assets Measured at Fair Value (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Fair Value, Measurements, Recurring
Investments:
Totals	$ 189,542,000	$ 220,223,000
Liabilities measured at fair value	0	0
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1)
Investments:
Totals	166,755,000	125,800,000
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2)
Investments:
Totals	22,787,000	94,423,000
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3)
Investments:
Totals	0	0
Corporate debt securities | Fair Value, Measurements, Recurring
Investments:
Available-for-sale debt securities, fair value	15,016,000	86,470,000
Corporate debt securities | Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1)
Investments:
Available-for-sale debt securities, fair value	0	0
Corporate debt securities | Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2)
Investments:
Available-for-sale debt securities, fair value	15,016,000	86,470,000
Corporate debt securities | Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3)
Investments:
Available-for-sale debt securities, fair value	0	0
U.S. Treasuries | Fair Value, Measurements, Recurring
Investments:
Available-for-sale debt securities, fair value	16,183,000	30,271,000
U.S. Treasuries | Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1)
Investments:
Available-for-sale debt securities, fair value	16,183,000	30,271,000
U.S. Treasuries | Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2)
Investments:
Available-for-sale debt securities, fair value	0	0
U.S. Treasuries | Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3)
Investments:
Available-for-sale debt securities, fair value	0	0
Government agency securities | Fair Value, Measurements, Recurring
Investments:
Available-for-sale debt securities, fair value	7,771,000	7,953,000
Government agency securities | Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1)
Investments:
Available-for-sale debt securities, fair value	0	0
Government agency securities | Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2)
Investments:
Available-for-sale debt securities, fair value	7,771,000	7,953,000
Government agency securities | Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3)
Investments:
Available-for-sale debt securities, fair value	0	0
Money market funds, included in cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market funds, included in cash equivalents	150,572,000	95,529,000
Money market funds, included in cash equivalents | Fair Value, Measurements, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market funds, included in cash equivalents	150,572,000	95,529,000
Money market funds, included in cash equivalents | Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market funds, included in cash equivalents	150,572,000	95,529,000
Money market funds, included in cash equivalents | Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market funds, included in cash equivalents	0	0
Money market funds, included in cash equivalents | Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market funds, included in cash equivalents	$ 0	$ 0

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Investments - Schedule of Investments (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Debt Securities, Available-for-sale, Fair Value to Amortized Cost [Abstract]
Unrealized Gains	$ 0	$ 0
Unrealized Losses	(677)	(238)
Cash equivalents, short-term and long-term investments, carrying value	190,219	220,461
Cash equivalents, short-term and long-term investments, fair vale disclosure	189,542	220,223
Short-term Investments
Debt Securities, Available-for-sale, Fair Value to Amortized Cost [Abstract]
Unrealized Gains	0	0
Unrealized Losses	(677)	(56)
Total cash equivalents and short-term investments, carrying value	190,219	178,622
Total cash equivalents and short-term investments, fair value	189,542	178,566
Short-term Investments | Corporate debt securities
Debt Securities, Available-for-sale, Fair Value to Amortized Cost [Abstract]
Available-for-sale debt securities, amortized cost basis	15,173	69,316
Unrealized Gains	0	0
Unrealized Losses	(157)	(34)
Available-for-sale debt securities, fair value	15,016	69,282
Short-term Investments | U.S. Treasuries
Debt Securities, Available-for-sale, Fair Value to Amortized Cost [Abstract]
Available-for-sale debt securities, amortized cost basis	16,532	13,777
Unrealized Gains	0	0
Unrealized Losses	(349)	(22)
Available-for-sale debt securities, fair value	16,183	13,755
Short-term Investments | Government agency securities
Debt Securities, Available-for-sale, Fair Value to Amortized Cost [Abstract]
Available-for-sale debt securities, amortized cost basis	7,942
Unrealized Gains	0
Unrealized Losses	(171)
Available-for-sale debt securities, fair value	7,771
Long-term Investments
Debt Securities, Available-for-sale, Fair Value to Amortized Cost [Abstract]
Available-for-sale debt securities, amortized cost basis		41,839
Unrealized Gains		0
Unrealized Losses		(182)
Available-for-sale debt securities, fair value		41,657
Long-term Investments | Corporate debt securities
Debt Securities, Available-for-sale, Fair Value to Amortized Cost [Abstract]
Available-for-sale debt securities, amortized cost basis		17,276
Unrealized Gains		0
Unrealized Losses		(88)
Available-for-sale debt securities, fair value		17,188
Long-term Investments | U.S. Treasuries
Debt Securities, Available-for-sale, Fair Value to Amortized Cost [Abstract]
Available-for-sale debt securities, amortized cost basis		16,580
Unrealized Gains		0
Unrealized Losses		(64)
Available-for-sale debt securities, fair value		16,516
Long-term Investments | Government agency securities
Debt Securities, Available-for-sale, Fair Value to Amortized Cost [Abstract]
Available-for-sale debt securities, amortized cost basis		7,983
Unrealized Gains		0
Unrealized Losses		(30)
Available-for-sale debt securities, fair value		7,953
Money market funds, included in cash equivalents
Debt Securities, Available-for-sale [Line Items]
Cash equivalents at carrying value	150,572	95,529
Cash equivalents at fair value	150,572	95,529
Debt Securities, Available-for-sale, Fair Value to Amortized Cost [Abstract]
Unrealized Gains	0	0
Unrealized Losses	$ 0	$ 0

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Investments - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Investments, Debt and Equity Securities [Abstract]
Aggregate fair value of securities in an unrealized loss position for less than twelve months	$ 0	$ 86,700,000
Aggregate fair value of securities in an unrealized loss position for more that twelve months	39,000,000	4,800,000
Realized gains or losses on available-for-sale securities	$ 0	$ 0

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Restricted Cash - Narrative (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Cash and Cash Equivalents [Abstract]
Non-current restricted cash	$ 1.3	$ 1.3

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Restricted Cash - Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash and Cash Equivalents [Abstract]
Cash and cash equivalents	$ 150,572	$ 95,529	$ 147,493
Restricted cash	1,270	1,270	1,270
Cash, cash equivalents and restricted cash	$ 151,842	$ 96,799	$ 148,763

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Property and Equipment, Net - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	$ 23,124	$ 22,952
Less: accumulated depreciation	(19,403)	(18,070)
Total property and equipment, net	$ 3,721	4,882
Laboratory equipment
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in Years)	5 years
Total property and equipment, gross	$ 11,620	11,616
Furniture and office equipment
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in Years)	4 years
Total property and equipment, gross	$ 1,086	1,086
Computer equipment
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in Years)	3 years
Total property and equipment, gross	$ 1,649	1,641
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	$ 8,769	$ 8,609

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Property and Equipment, Net - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 2,087	$ 2,827

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Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Employee compensation and benefits	$ 6,204	$ 6,844
External research and professional services	10,496	6,252
Lab consumables and other	445	371
Total accrued expenses	$ 17,145	$ 13,467

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Common Stock and Preferred Stock - Narrative (Details) $ / shares in Units, $ in Millions			3 Months Ended
	Nov. 04, 2021 USD ($)	Dec. 17, 2019 USD ($)	Mar. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2022 vote shares	Dec. 31, 2021 shares
Subsidiary, Sale of Stock [Line Items]
Common stock, shares authorized (in shares) | shares				160,000,000	160,000,000
Common stock, votes per share | vote				1
Sale of stock, number of shares issued (in shares) | shares			3,156,200
Sale of stock, price per share (USD per share) | $ / shares			$ 9.87
Proceeds from stock offering, net | $			$ 30.2
Preferred stock, shares authorized (in shares) | shares				5,000,000
2019 ATM Offering
Subsidiary, Sale of Stock [Line Items]
Aggregate offering price shares | $		$ 50.0
Sales commission percentage		3.00%
Public Offering, March 2021
Subsidiary, Sale of Stock [Line Items]
Sale of stock, number of shares issued (in shares) | shares			5,750,000
Sale of stock, price per share (USD per share) | $ / shares			$ 11.25
Proceeds from stock offering, net | $			$ 60.6
2021 ATM Offering
Subsidiary, Sale of Stock [Line Items]
Aggregate offering price shares | $	$ 75.0
Sales commission percentage	3.00%

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Common Stock and Preferred Stock - Shares Reserved for Future Issuance (Details) - shares	Dec. 31, 2022	Dec. 31, 2021	Jan. 31, 2017
Conversion of Stock [Line Items]
Common stock reserved for potential conversion (in shares)	11,332,000	9,720,000	1,753,758
Shares reserved for vesting of restricted stock units
Conversion of Stock [Line Items]
Common stock reserved for potential conversion (in shares)	997,000	833,000
Shares reserved for exercises of outstanding stock options
Conversion of Stock [Line Items]
Common stock reserved for potential conversion (in shares)	8,533,000	7,629,000
Shares reserved for future issuances under the 2017 Stock Option and Incentive Plan
Conversion of Stock [Line Items]
Common stock reserved for potential conversion (in shares)	1,802,000	1,258,000

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Stock-based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions			3 Months Ended	12 Months Ended
	Jan. 01, 2022	Jan. 01, 2021	Jun. 30, 2021	Dec. 31, 2022	Dec. 31, 2021	Jan. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares of common stock eligible to be purchased (in shares)				11,332,000	9,720,000	1,753,758
Additional shares authorized (in shares)	512,650
Granted (in shares)				1,795,000
Weighted average fair value of options granted (in dollars per share)				$ 4.47	$ 7.05
Intrinsic value of stock options exercised				$ 0.1	$ 3.0
Unrecognized stock-based compensation expense, options				$ 11.6
Inducement Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)			225,000
Unvested RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares of common stock eligible to be purchased (in shares)				997,000	833,000
Aggregate fair value of awards vested in period				$ 2.7
Shares vested (in shares)				358,000	1,500,000
Unrecognized stock-based compensation expense				$ 4.4
Remaining weighted average vesting period				1 year 6 months
Employee Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Remaining weighted average vesting period				2 years 4 months 24 days
2013 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares of common stock reserved for issuance (in shares)						0
Shares of common stock eligible to be purchased (in shares)						243,758
2017 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares of common stock reserved for issuance (in shares)				1,801,878
Shares of common stock eligible to be purchased (in shares)						1,510,000
Percent of outstanding shares able to be added each year						4.00%
Additional shares authorized (in shares)	2,050,601	1,669,162
2017 Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares of common stock eligible to be purchased (in shares)						302,000
Percent of outstanding shares able to be added each year						1.00%
Additional shares authorized (in shares)		417,290
Shares of common stock to determine number of additional shares (in shares)						603,000

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Stock-based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 10,273	$ 11,477
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	5,168	5,560
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 5,105	$ 5,917

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Stock-based Compensation - RSU Activity (Details) - Unvested RSUs - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
RSUs
Beginning unvested balance (in shares)	833,000
Issued (in shares)	685,000
Vested (in shares)	(358,000)	(1,500,000)
Cancelled (in shares)	(163,000)
Ending unvested balance (in shares)	997,000	833,000
Weighted-Average Grant Date Fair Value per Share
Beginning unvested balance (in dollars per share)	$ 9.13
Issued (in dollars per share)	7.11
Vested (in dollars per share)	8.15
Cancelled (in dollars per share)	8.27
Ending unvested balance (in dollars per share)	$ 8.23	$ 9.13

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Stock-based Compensation - Weighted Average Assumptions (Details) - Employee Stock Option	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate	2.10%	0.80%
Expected dividend yield	0.00%	0.00%
Expected term (in years)	6 years	6 years
Expected volatility	81.00%	81.90%

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Stock-based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Options
Beginning outstanding balance (in shares)	7,629
Granted (in shares)	1,795
Exercised (in shares)	(71)
Cancelled (in shares)	(820)
Ending outstanding balance (in shares)	8,533	7,629
Exercisable (in shares)	6,033
Weighted-Average Exercise Price
Beginning outstanding balance (in dollars per share)	$ 8.87
Granted (in dollars per share)	6.42
Exercised (in dollars per share)	5.49
Cancelled (in dollars per share)	9.02
Ending outstanding balance (in dollars per share)	8.37	$ 8.87
Exercisable (in dollars per share)	$ 8.68
Weighted-Average Remaining Contractual Term (in years)
Remaining contractual life, outstanding	6 years	6 years 4 months 24 days
Remaining contractual life, exercisable	4 years 10 months 24 days
Aggregate intrinsic value, outstanding	$ 434	$ 16,881
Aggregate intrinsic value, exercisable	$ 423

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Income Taxes - Schedule of Components of Income Tax Provision (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Current taxes:
Federal	$ 108	$ 0
State	27	15
Total current taxes	135	15
Deferred taxes:
Federal	0	0
State	0	0
Total deferred taxes	0	0
Total provision for income taxes	$ 135	$ 15

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Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Income tax computed at federal statutory tax rate	21.00%	21.00%
State taxes, net of federal benefit	7.90%	6.90%
Tax credit carryforwards	10.30%	3.50%
Permanent items	(1.80%)	(0.70%)
Change in valuation allowance	(36.80%)	(30.70%)
Other	(0.90%)	0.00%
Effective tax rate	(0.30%)	0.00%

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Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Net operating loss carryforwards	$ 32,902	$ 45,590
Tax credit carryforwards	31,302	25,327
Capitalized research and development	24,878	0
Operating lease liability	2,737	3,739
Intangibles	920	960
Accrued expenses and other	1,588	1,843
Unrealized loss on available-for-sale securities	17	17
Depreciation	756	583
Stock-based compensation	5,840	5,207
Total deferred tax assets	100,940	83,266
Less: valuation allowance	(98,592)	(80,022)
Net deferred tax assets	2,348	3,244
Deferred tax liabilities:
Operating lease right-of-use asset	(2,348)	(3,244)
Depreciation	0	0
Total deferred tax liabilities	(2,348)	(3,244)
Net deferred taxes	$ 0	$ 0

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Income Taxes - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2017
Operating Loss Carryforwards [Line Items]
Valuation allowance	$ 98,592,000	$ 80,022,000
Increase in deferred tax asset valuation allowance	18,600,000
Unrecognized tax benefits	0	$ 0
Interest and penalty charges incurred	0
Federal Tax Authority
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	120,400,000		$ 113,000,000
State and Local Jurisdiction
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	120,600,000
Research and Development Tax Credit Carryforwards | Federal Tax Authority
Operating Loss Carryforwards [Line Items]
Tax credit carryforwards	24,100,000
Research and Development Tax Credit Carryforwards | State and Local Jurisdiction
Operating Loss Carryforwards [Line Items]
Tax credit carryforwards	9,100,000
Investment Tax Credit Carryforwards | State and Local Jurisdiction
Operating Loss Carryforwards [Line Items]
Tax credit carryforwards	$ 100,000

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Related-party Transactions - Narrative (Details) - USD ($) $ in Thousands	1 Months Ended		3 Months Ended	12 Months Ended
	Oct. 31, 2020	Aug. 31, 2020	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Related Party Transaction [Line Items]
Proceeds from IPO, net of discounts, commissions, and other offering expenses			$ 30,200
Sale of stock, number of shares issued (in shares)			3,156,200
License and collaboration revenue—related party				$ 82,000	$ 26,907
Gilead Transaction Agreements
Related Party Transaction [Line Items]
Non-refundable upfront payment received for research agreement	$ 85,000
Gilead Sciences, Inc. | Gilead Transaction Agreements | Gilead Transaction Agreements
Related Party Transaction [Line Items]
Non-refundable upfront payment received for research agreement		$ 85,000
License and collaboration revenue—related party				$ 82,000	26,900
Reimbursable expenses due from related party					$ 100
Gilead Sciences, Inc. | Gilead Transaction Agreements | Gilead Stock Purchase Agreement
Related Party Transaction [Line Items]
Proceeds from IPO, net of discounts, commissions, and other offering expenses		$ 35,000
Gilead Sciences, Inc. | Gilead Transaction Agreements | Common Stock | Gilead Stock Purchase Agreement
Related Party Transaction [Line Items]
Sale of stock, number of shares issued (in shares)		5,539,727

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Commitments and Contingencies - Narrative (Details) ft² in Thousands, $ in Millions	1 Months Ended	12 Months Ended
	Nov. 30, 2016 USD ($) ft² extensionPeriod	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Loss Contingencies [Line Items]
Lease space occupied (in square feet) | ft²	51
Number of consecutive extension periods | extensionPeriod	1
Renewal term	5 years
Renewal notice period	12 months
Security deposit, in form of letter of credit	$ 1.3
Tenant improvement allowance	$ 0.5
Discount rate		8.00%
Operating lease expense		$ 4.3	$ 4.3
Remaining lease term		2 years 3 months 18 days
Costs incurred, third party agreements		$ 1.8
Minimum
Loss Contingencies [Line Items]
Cancellation notice period, technology agreements		30 days
Potential costs, third party agreements		$ 12.5
Maximum
Loss Contingencies [Line Items]
Cancellation notice period, technology agreements		90 days
Potential costs, third party agreements		$ 12.9
License And Collaboration Agreements | Maximum
Loss Contingencies [Line Items]
Potential costs, technology agreements		7.5
Costs incurred, technology agreements		$ 1.0

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Commitments and Contingencies - Future Minimum Lease Payments (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2023	$ 4,802
2024	4,938
2025	1,252
Total remaining minimum rental payments	10,992
Less: effect of discounting	(972)
Total lease liability	$ 10,020

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401(k) Savings Plan - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Defined Contribution Plan Disclosure [Line Items]
Percent match	50.00%
Contributions to plan	$ 0.8	$ 0.7
Maximum
Defined Contribution Plan Disclosure [Line Items]
Maximum percent for match	6.00%

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Net Loss per Share - Share Schedule of Antidilutive Securities Excluded from Computation of Net Income (Loss) per Share (Details) - shares shares in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of net loss per share (in shares)	9,554	8,179
Outstanding stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of net loss per share (in shares)	8,566	7,388
Unvested RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of net loss per share (in shares)	988	791

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Subsequent Events (Details)		3 Months Ended	5 Months Ended
	Feb. 22, 2023	Jun. 30, 2023	Jul. 31, 2023	Feb. 23, 2023
Scenario, Forecast | Redex Pharma plc
Subsequent Event [Line Items]
Reverse stock split ratio		0.2
Scenario, Forecast | Redx Shareholders | Redex Pharma plc
Subsequent Event [Line Items]
Minimum Redx shareholder vote required for approval of the Business Combination (percent)			7500.00%
Subsequent Event
Subsequent Event [Line Items]
Workforce headcount percentage'	57.00%
Subsequent Event | Redx Shareholders | Redex Pharma plc
Subsequent Event [Line Items]
Business acquisition acquired percentage				63.00%
Subsequent Event | Jounce Shareholders | Redex Pharma plc
Subsequent Event [Line Items]
Business acquisition acquired percentage				37.00%