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Commitments
12 Months Ended
Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments

8. Commitments

Leases

The Company leases office and laboratory space in Wilmington, Delaware under a noncancelable lease (the “Chestnut Run Lease”). The premises includes approximately 81,000 rentable square feet and has an initial term of 162 months with 3 five-year extension options and certain expansion rights. Neither the option to extend nor the expansion rights were recognized as part of the Company's measurement of the ROU asset and operating lease liability as of December 31, 2024. Under the terms of the Chestnut Run Lease, the landlord provided an allowance towards the cost of completing tenant improvements for the premises. The Company concluded that the improvements resulting from both the landlord's build-out and the tenant improvements are the landlord's assets for accounting purposes. Costs incurred by the Company related to tenant improvements in excess of the landlord's allowance were treated as prepaid rent and increased the right-of-use asset on the commencement date. The discount rate used to account for the Company’s operating lease under ASC 842 is the Company’s estimated incremental borrowing rate of 15.0%. The Company's incremental borrowing rate reflects a collateralized borrowing with a similar term and amount as the Chestnut Run Lease.

 

In April 2024, the Company entered into a 12 month finance lease for equipment.

 

Lease cost for the year ended December 31, 2024 was $4.4 million, including $0.2 million of short-term lease cost. Lease cost for the year ended December 31, 2023 was $2.5 million, including $0.2 million of short-term lease cost.

 

Supplemental balance sheet and other information related to our operating and finance leases as of December 31, 2024 and December 31, 2023 were as follows:

 

(in thousands)

 

 

 

 

 

 

 

 

Leases

 

Classification

 

December 31, 2024

 

 

December 31, 2023

 

Assets

 

 

 

 

 

 

 

 

Operating

 

Operating lease right-of-use assets

 

$

28,699

 

 

$

30,412

 

Finance

 

Property and equipment, net

 

 

523

 

 

 

 

Total leased assets

 

 

 

$

29,222

 

 

$

30,412

 

Liabilities

 

 

 

 

 

 

 

 

Current:

 

 

 

 

 

 

 

 

Operating

 

Current liabilities, operating lease liability

 

$

2,492

 

 

$

1,481

 

Finance

 

Current liabilities, finance lease liability

 

 

208

 

 

 

 

Non-Current:

 

 

 

 

 

 

 

 

Operating

 

Operating lease liability

 

 

15,325

 

 

 

15,407

 

Total lease liabilities

 

 

 

$

18,025

 

 

$

16,888

 

 

 

 

 

 

 

 

 

 

Weighted-average discount rate

 

 

 

 

 

 

 

 

Operating lease

 

 

 

 

15.0

%

 

 

15.0

%

Finance lease

 

 

 

 

10.5

%

 

 

 

Weighted-average remaining lease term (years)

 

 

 

 

 

 

 

 

Operating lease

 

 

 

 

12.4

 

 

 

13.5

 

Finance lease

 

 

 

 

0.3

 

 

 

 

 

Supplemental cash flow information related to our leases for the twelve months ended December 31, 2024 and 2023 were as follows:

 

 

Year Ended December 31,

 

(in thousands)

 

2024

 

 

2023

 

Cash paid for amounts included in the measurement of lease liabilities:

 

 

 

 

 

 

Operating cash flows from operating lease

 

$

1,583

 

 

$

1,928

 

Operating cash flows from finance lease

 

30

 

 

 

 

Financing cash flows from finance lease

 

395

 

 

 

 

Non-cash transaction

 

 

 

 

 

 

Right-of-use asset obtained in exchange for lease obligations:

 

 

 

 

 

 

Operating lease

 

 

 

 

 

16,680

 

Finance lease

 

603

 

 

 

 

 

As of December 31, 2024 future minimum annual lease payments for operating and finance lease are as follows:

(in thousands)

 

Operating lease

 

 

Finance lease

 

2025

 

$

2,708

 

 

$

213

 

2026

 

 

2,973

 

 

 

-

 

2027

 

 

3,047

 

 

 

-

 

2028

 

 

3,124

 

 

 

-

 

2029

 

 

3,202

 

 

 

-

 

Thereafter

 

 

26,376

 

 

 

-

 

Total undiscounted lease payments

 

 

41,430

 

 

 

213

 

Less imputed interest

 

 

(23,613

)

 

 

(5

)

Lease liability

 

$

17,817

 

 

$

208

 

 

 

 

 

 

 

 

 

The Company paid a security deposit in the form of a letter of credit of $4.0 million which is included in the accompanying balance sheet as restricted cash as of December 31, 2024 and 2023. The security deposit may be reduced to $0.5 million over time in accordance with the terms of the Chestnut Run Lease.

In connection with the Company’s expansion of operations in the State of Delaware, the Company was approved for a grant from the State of Delaware in 2021 that will provide up to $2.4 million in reimbursements over three years for the development of lab space and up to $3.1 million to increase jobs in Delaware to meet specific targeted levels through 2023, which was extended to 2026 during the second quarter of 2024. During the third quarter of 2022, the Company was approved for an additional grant from the State of Delaware for the development of lab space in the amount of $1.0 million. In 2022, the Company received cash grants of $3.4 million from the State of Delaware for the development of lab space. The Company has met the minimum requirements stated in the grant agreement in order to not be required to pay back any portion of the $3.4 million disbursed. The Company deferred the recognition of these grant funds as they relate to capitalized costs and has classified them as long-term liabilities in the accompanying balance sheet. The Company recognizes the grant funds in other income over the length of the lease term. Additionally, if the Company leaves the State of Delaware within five years of the disbursement, the Company is required to return an amount equal to the amount of grant funds disbursed on a pro-rated basis. During the year ended December 31, 2024, the Company recognized $0.2 million of other income related to this grant.

Employment Agreements

The Company entered into employment agreements with key personnel providing for compensation and severance in certain circumstances, as defined in the respective employment agreements.

401(k) Defined Contribution Plan

The Company sponsors a 401(k) defined‑contribution plan covering all employees. Participants are permitted to contribute up to 100% of their eligible annual pretax compensation up to an established federal limit on aggregate participant contributions. The Company provides a match with a maximum amount of 3% of the participant’s compensation. During the years ended December 31, 2024 and 2023 the Company made matching contributions of $0.8 million and $0.7 million, respectively.

License Agreement

In May 2024, the Company and Pathos AI, Inc. ("Pathos") entered into a license agreement under which the Company granted to Pathos an exclusive, sublicensable, world-wide license to its selective, brain-penetrant PRMT5 inhibitor, PRT811. Under the terms of the license agreement, the Company received a $3.0 million upfront, non-refundable payment. The agreement also included a near term $4.0 million payment due to the Company upon the earlier of 180 days following the effective date of the license agreement or the execution of a quality agreement between the parties pursuant to which the Company will transfer title to certain quantities of Active Pharmaceutical Ingredient (“API”). In addition, the Company may receive potential developmental milestone payments up to $37.0 million, potential sales milestone payments up to $100 million and a range of high single-digit to low double-digit royalties on PRT811 global net sales.

The Company assessed the license agreement with Pathos in accordance with ASC 606 and concluded that Pathos is a customer. The license agreement with Pathos includes the transfer of the following goods or services: (i) exclusive license to PRT811, (ii) transfer of licensed know-how and materials (i.e. datasets, regulatory and manufacturing documents, etc.), (iii) participation in a Joint Communication Committee ("JCC"), and (iv) execution of a quality agreement pursuant to which the Company will transfer title to certain API. The Company evaluated all of the promised goods or services within the contract and determined which goods and services were separate performance obligations. The Company determined that Pathos could not benefit from the license separately from the related know-how and materials, and accordingly, they represent one combined performance obligation. The execution of a quality agreement pursuant to which the Company will transfer title to certain API was identified as a separate performance obligation. The Company also determined the participation in the JCC is immaterial in the context of the license agreement as the Company has no decision-making ability through its participation in the JCC.

The transaction price is allocated to the performance obligations based upon their relative standalone selling prices, which were estimated for (i) the exclusive license and know-how and materials at $3.0 million using an adjusted market

approach and (ii) execution of a quality agreement pursuant to which the Company will transfer title to certain API at $4.0 million using a cost plus margin approach.

With respect to the accounting principles identified above, each performance obligation will be recognized at a point in time. The Company determined that the performance obligation for the license and transfer of related know-how and materials would be fully satisfied when the license is granted and key know-how and materials are transferred to Pathos as that is the point at which Pathos can fully use and benefit from the license to PRT811. The performance obligation for the execution of a quality agreement pursuant to which the Company will transfer title to certain API will be satisfied when the legal title to the API is transferred. During 2024, the Company satisfied both performance obligations, resulting in $7.0 million of revenue recognized in the statement of operations for the year ended December 31, 2024.

Research Collaboration Agreement

In November 2023, the Company entered into a multi-year, multi-program agreement with AbCellera to jointly discover, develop, and commercialize novel oncology medicines for up to five programs. Under the terms of the agreement, AbCellera will lead manufacturing activities and the Company will lead clinical development and global commercialization, subject to AbCellera’s option to co-promote any resulting commercial products in the United States. If, at any point one party in the collaboration opts-out of future co-development cost sharing, that party will be entitled to a royalty from commercialization of the collaboration target, dependent on the proportion of their co-development contributions compared to the total development costs of a target as defined within the agreement. The Company concluded that the agreement with AbCellera will be accounted for under the scope of ASC 808 as both parties will actively participate in joint operating activities and are exposed to significant risks and rewards. Under ASC 808, certain transactions between collaborative arrangement participants should follow the accounting for revenue under ASC 606 when the collaborative arrangement participant is a customer for a distinct good or service. The Company determined that the co-development arrangement, as defined in its agreement with AbCellera, does not meet the definition of a customer as defined by ASC 606. As a result, these activities will be accounted for as research and development costs. Costs related to the AbCellera collaboration were not material for the years ended December 31, 2024 and 2023.

Other Research and Development Arrangements

The Company enters into agreements with CROs to assist in the performance of research and development activities. Expenditures to CROs will represent a significant cost in clinical development for the Company.