0000950170-24-058192 | 10-Q | XBRL Viewer | Precision Biosciences INC

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Share-Based Compensation - Schedule of Employee and Nonemployee Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share-based compensation expense	$ 2,906	$ 4,092
Employee
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share-based compensation expense	2,488	3,555
Nonemployee
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share-based compensation expense	$ 418	$ 537

Warrants - Summary of Warrant Liability (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Warrants and Rights Note Disclosure [Abstract]
Beginning Balance	$ 0
Issuance of warrants	32,406
Change in fair value of warrant liability	(10,386)
Ending Balance	$ 22,020

Fair Value Measurements - Additional information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Investment in equity securities	$ (348,000)	$ (769,000)
Warrants outstanding	2,500,000
Imugene Convertible Note
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Investment in equity securities	$ (300,000)
Aggregate principal amount	$ 13,000,000
Debt instrument maturity date	Aug. 15, 2024
I E C U R E [Member] \| Equity Issuance Agreement [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Investment in equity securities	$ 0
March 2024 Public Offering
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrants outstanding	2,500,000
Maximum \| Revolving Credit Facility [Member] \| Seventh Amendment To Revolving Line [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Change in fair value of final payment fee	$ 100,000

Warrants - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 01, 2024	Dec. 31, 2023
Warrants and Rights Note Disclosure [Abstract]
Warrant description	The warrants issued in the March 2024 Public Offering are classified as a liability in accordance with ASC 815, since these warrants met the definition of a derivative instrument and did not qualify for equity classification. These warrant agreements include a fundamental transaction clause whereby, in the event that another person or entity becomes the beneficial owner of 50% of the outstanding shares of the Company's common stock, and if other conditions are met, the Company may be required to purchase the warrants from the holders by paying cash in an amount equal to the Black-Scholes value of the remaining unexercised portion of the warrants on the date of such fundamental transaction. This liability is subject to remeasurement at each balance sheet date until the warrants are exercised or expire, and any change in fair value is recognized in the Company’s condensed consolidated statements of operations.
Fair value of warrants	$ 22,020	$ 32,400	$ 0
Fair value adjustment of warrants	$ 10,386
Warrants outstanding	2,500,000

Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value Measurements Recurring - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets	$ 29,279	$ 29,550
Liabilities	22,240	215
Final Payment Fee
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities	220	215
Warrant Liability
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities	22,020
Imugene Convertible Note
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets	11,553	11,897
Investment in iECURE
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets	3,206	3,206
Level 1
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets	14,142	13,960
Level 2
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets	11,553	11,897
Liabilities	22,240	215
Level 2 \| Final Payment Fee
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities	220	215
Level 2 \| Warrant Liability
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities	22,020
Level 2 \| Imugene Convertible Note
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets	11,553	11,897
Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets	3,584	3,693
Level 3 \| Investment in iECURE
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets	3,206	3,206
Money Market Funds
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets	14,142	13,960
Money Market Funds \| Level 1
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets	14,142	13,960
Assets Held for Sale
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets	378	487
Assets Held for Sale \| Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets	$ 378	$ 487

Fair Value Measurements

3 Months Ended

Mar. 31, 2024

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract]

FAIR VALUE MEASUREMENTS

NOTE 2: FAIR VALUE MEASUREMENTS

The following represents assets and liabilities measured at fair value on a recurring basis by the Company (in thousands):


March 31, 2024	Fair Value		Level 1		Level 2		Level 3
Assets:
Money market funds	$	14,142	$	14,142	$	—	$	—
Investment in iECURE		3,206		—		—		3,206
Imugene convertible note		11,553		—		11,553		—
Assets held for sale		378		—		—		378
	$	29,279	$	14,142	$	11,553	$	3,584

Liabilities:
Final payment fee	$	220	$	—	$	220	$	—
Warrant liability	$	22,020	$	—	$	22,020	$	—
	$	22,240	$	—	$	22,240	$	—


December 31, 2023	Fair Value		Level 1		Level 2		Level 3
Assets:
Money market funds	$	13,960	$	13,960	$	—	$	—
Investment in iECURE		3,206		—		—		3,206
Imugene convertible note		11,897		—		11,897		—
Assets held for sale		487		—		—		487
	$	29,550	$	13,960	$	11,897	$	3,693

Liabilities:
Final payment fee	$	215	$	—	$	215	$	—
	$	215	$	—	$	215	$	—

The following represents a reconciliation of assets measured and carried at fair value on a recurring basis with the use of significant unobservable inputs (Level 3) for the three months ended March 31, 2024 (in thousands):


	Investment in iECURE			Assets held for sale
Balance December 31, 2023		$	3,206	$	487
Gains from changes in fair value included in earnings		—		—
Assets sold		—			109
Balance March 31, 2024		$	3,206	$	378

The carrying amounts of the Company’s accounts receivable, accounts payable, and accrued expenses and other current liabilities, approximate their respective fair values due to their short-term nature. The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis and to minimize the use of unobservable inputs when determining their fair value. The three tiers are defined as follows:

Level 1—Observable inputs based on unadjusted quoted prices in active markets for identical assets or liabilities

Level 2—Inputs, other than quoted prices in active markets, that are observable either directly or indirectly

Level 3—Unobservable inputs for which there is little or no market data, which require the Company to develop its own assumptions

Cash Equivalents

As of March 31, 2024 and December 31, 2023, the Company held cash equivalents which were composed of investments in money market funds. The Company classifies investments in money market funds within Level 1 of the fair value hierarchy as the prices are available from quoted prices in active markets.

Investment in iECURE

In August 2021, the Company entered into an Equity Issuance Agreement with iECURE, Inc. (“iECURE”), pursuant to which iECURE issued the Company common stock in iECURE (the “iECURE equity”) as additional consideration for a license to use the Company’s PCSK9-directed ARCUS nuclease to insert genes into the PCSK9 locus to develop treatments for four pre-specified rare genetic diseases. On issuance, the Company accounted for the iECURE equity at fair value under ASC 825, Financial Instruments. Accordingly, the Company adjusts the carrying value of the iECURE equity to fair value each reporting period with any changes in fair value recorded to other income (expense). There was no change in the fair value of the iECURE equity during the three months ended March 31, 2024.

The Company classifies the iECURE equity within Level 3 of the fair value hierarchy as the assessed fair value was based on significant unobservable inputs given iECURE equity is not traded on a public exchange.

Assets Held for Sale

The fair values of property, plant, and equipment held for sale are classified as Level 3 in the fair value hierarchy due to a mix of unobservable inputs utilized such as independent research in the market as well as actual quotes from market participants.

Imugene Convertible Note

As partial consideration for the assets acquired by Imugene in connection with the asset purchase agreement (the "Imugene Purchase Agreement"), Imugene issued to the Company convertible notes pursuant to the terms and conditions set forth in a convertible note subscription deed (collectively, the “Imugene Convertible Note”) in an aggregate principal amount of $13 million. The Imugene Convertible Note is non-interest bearing and matures on August 15, 2024 (the "Maturity Date"). On the Maturity Date, the Imugene Convertible Note must be redeemed with cash, converted into ordinary shares of Imugene Limited at a conversion price based on the 10-day volume weighted average price (“VWAP”) of Imugene Limited’s ordinary shares prior to the date of conversion, or partially redeemed with cash and partially converted into shares, at Imugene’s discretion. There was an assessed $0.3 million loss on the change in fair value of the Imugene Convertible Note during the three months ended March 31, 2024.

The Company classifies the Imugene Convertible Note within Level 2 of the fair value hierarchy as the assessed fair value is based on observable market inputs including the risk-free rate and the ordinary share price, volume, and volatility.

Final Payment Fee

The Company is required to pay a final payment fee upon maturity of the Revolving Line (as defined in Note 3, Debt, below). The final payment fee was determined to be a derivative under ASC 815, Derivatives and Hedging (“ASC 815”), therefore these fees were initially measured at fair value and recorded as debt discount to be amortized to interest expense over the term of the Revolving Line. Accordingly, the Company will adjust the carrying value of the final payment fee to fair value each reporting period with any changes in fair value recorded to other income (expense). There was an assessed loss on change in fair value of the final payment fee of less than $0.1 million during the three months ended March 31, 2024.

The Company classifies the final payment fee within Level 2 of the fair value hierarchy as the assessed fair value is based on observable market inputs including the Company’s current borrowing rate on the Revolving Line. The final payment fee is included in the other current liabilities within the condensed balance sheet as of March 31, 2024 and December 31, 2023.

Warrant Liability

As of March 31, 2024, warrants representing 2,500,000 shares of common stock issued in the March 2024 Public Offering were outstanding. These warrants are classified as a liability since the warrants meet the classification requirements for liability accounting pursuant to ASC 815. This liability is subject to remeasurement at each balance sheet date until the warrants are exercised or expire, and any change in fair value is recognized in the Company’s condensed consolidated statements of operations. The Company classifies the warrant liability within Level 2 of the fair value hierarchy as the assessed fair value is based on observable market inputs including the Company's stock price, risk-free rate, and volatility.

Share-Based Compensation - Summary of Activity of Option Plans (Details)	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Share-Based Payment Arrangement [Abstract]
Outstanding Option Shares, Beginning Balance	349,662
Option, Exercised	0
Option, Forfeited/canceled	(14,599)
Outstanding Option Shares, Ending Balance	335,063
Weighted-Average Exercise Price Outstanding at Beginning Balance \| $ / shares	$ 172.13
Weighted-Average Exercise Price, Forfeited/canceled \| $ / shares	250.94
Weighted-Average Exercise Price Outstanding at Ending Balance \| $ / shares	$ 168.7

Debt

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

DEBT

NOTE 3: DEBT

Revolving Line

Pursuant to the terms of the loan and security agreement with Banc of California (formerly known as Pacific Western Bank) the Company may request advances on a revolving line of credit of up to an aggregate principal of $30.0 million (as amended from time to time, the “Revolving Line”) at an annual interest rate equal to the greater of (a) 0.75% above the Prime rate (as defined in the

Revolving Line) and (b) 4.25%. As of March 31, 2024, the stated interest rate on the Revolving Line was 9.25% and the effective interest rate was 10.27%.

The Revolving Line maturity date is June 23, 2024 and all outstanding principal amounts are due upon maturity. The Company must also maintain an aggregate balance of unrestricted cash at Banc of California (not including amounts in certain specified accounts) equal to or greater than $10.0 million.

As of March 31, 2024 and December 31, 2023, $22.5 million in borrowings were outstanding under the Revolving Line and the unamortized debt discount balance was less than $0.1 million.

- Definition

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

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+ Details

Discontinued Operations (Tables)

3 Months Ended

Mar. 31, 2024

Discontinued Operations and Disposal Groups [Abstract]

Consolidated Financial Statements Presented as Discontinued Operations

The following table shows amounts included in assets and liabilities of discontinued operations, respectively, on the Company’s balance sheets as of March 31, 2024 and December 31, 2023:


	March 31, 2024		December 31, 2023
Current liabilities of discontinued operations
Accounts payable		—		158
Accrued compensation		—		—
Accrued research and development expenses		1,506		2,355
Lease liabilities		—		—
Total current liabilities of discontinued operations		1,506		2,513
Noncurrent liabilities of discontinued operations
Other liabilities		—		128
Total noncurrent liabilities of discontinued operations		—		128
Total liabilities of discontinued operations		1,506		2,641

The following table summarizes the results of operations of the Company’s discontinued operations for the three months ended March 31, 2024 and 2023:


	For the Three Months Ended March 31,
	2024		2023
Classes of expenses constituting loss from discontinued operations
Research and development expense		—		(11,110	)
Loss from discontinued operations related to classes of expenses		—		(11,110	)
Loss from discontinued operations		—		(11,110	)

The following table presents the significant non-cash items and proceeds from sales of assets related to discontinued operations for the three months ended March 31, 2024 and 2023 that are included in the accompanying statements of cash flows:


	For the Three Months Ended March 31,
	2024		2023
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		—		606
Share-based compensation		—		369

- Definition

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

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+ Details

Segment Reporting - Additional Information (Details)	3 Months Ended
Segment Reporting - Additional Information (Details)	Mar. 31, 2024 Segment
Segment Reporting [Abstract]
Number of reportable segments	1

Earnings Per Share - Schedule Of Basic And Diluted Net Loss Per Share Attributable To Common Stockholders (Parenthetical) (Details)	3 Months Ended
	Mar. 31, 2024 shares
Earnings Per Share [Abstract]
Antidilutive common share equivalents	3,007,564

Share-Based Compensation

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

SHARE-BASED COMPENSATION

NOTE 7: SHARE-BASED COMPENSATION

The Company previously granted stock options under its 2015 Stock Incentive Plan (the “2015 Plan”). As of March 31, 2024 there were 29,935 stock options outstanding under the 2015 Plan and no remaining stock options available to be granted under such plans.

On March 12, 2019, the Company’s board of directors adopted, and, on March 14, 2019 the Company’s stockholders approved, the Precision BioSciences, Inc. 2019 Incentive Award Plan (“2019 Plan”) and the 2019 Employee Stock Purchase Plan (“2019 ESPP”), both of which became effective on March 27, 2019.

The 2019 Plan provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units and other share-based awards. The 2019 Plan had 204,588 stock options and 167,886 restricted stock units (“RSUs”) outstanding as of March 31, 2024.

The number of shares available for issuance under the 2019 Plan initially equaled 158,333 shares of common stock. The 2019 Plan provides for an annual increase to the number of shares of common stock available for issuance on the first day of each calendar year beginning January 1, 2020 and ending on and including January 1, 2029 by an amount equal to the lesser of (i) 4% of the aggregate number of shares of common stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares of common stock as determined by the board of directors. As of March 31, 2024, the aggregate number of shares available for issuance under the 2019 Plan has been increased by 534,177 pursuant to this provision. Any shares that are subject to awards outstanding under the Company’s 2006 Plan and 2015 Plan as of the effective date of the 2019 Plan that expire, lapse, or are terminated, exchanged for cash, surrendered, repurchased, or canceled without having been fully exercised or forfeited, to the extent

so unused, will become available for award grants under the 2019 Plan. As of March 31, 2024, 302,633 shares were available to be issued under the 2019 Plan.

Up to 17,500 shares of the Company’s common stock were initially reserved for issuance under the 2019 ESPP. The 2019 ESPP provides for an annual increase to the number of shares available for issuance on the first day of each calendar year beginning January 1, 2020 and ending on and including January 1, 2029 by an amount equal to the lesser of (i) 1% of the shares outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares as is determined by our board of directors. As of March 31, 2024, the aggregate number of shares available for issuance under the 2019 ESPP has been increased by 133,543 shares pursuant to this provision. The purchase price of the shares under the 2019 ESPP, in the absence of a contrary designation, will be 85% of the lower of the fair market value of our common stock on the first trading day of the offering period or on the purchase date. As of March 31, 2024, we had issued 42,117 shares under the 2019 ESPP. As of March 31, 2024, 108,926 shares were available to be issued under the 2019 ESPP. The Company recognized share-based compensation expense related to the ESPP of less than $0.1 million during the three months ended March 31, 2024 and 2023.

On August 9, 2021, the Company’s board of directors approved the adoption of the Precision BioSciences, Inc. 2021 Employment Inducement Incentive Award Plan (as amended, the “Inducement Award Plan”).

The Inducement Award Plan provides for the grant of non-qualified stock options, stock appreciation rights, restricted stock, RSUs and other share-based awards to newly hired employees who have not previously been an employee or member of the board, or an employee who is being rehired following a bona fide period of non-employment by the Company. No more than 300,000 shares of the Company’s common stock may be issued under the Inducement Award Plan. As of March 31, 2024, 192,006 shares were available to be issued under the Inducement Award Plan. The Inducement Award Plan had 100,540 stock options and no RSUs outstanding as of March 31, 2024.

The Company recorded employee and nonemployee share-based compensation expense as follows (in thousands):


	Three Months Ended March 31,
	2024		2023
Employee	$	2,488	$	3,555
Nonemployee		418		537
	$	2,906	$	4,092

Share-based compensation expense is included in the following line items in the condensed statements of operations (in thousands):


	Three Months Ended March 31,
	2024		2023
Research and development	$	760	$	1,266
General and administrative		2,146		2,826
	$	2,906	$	4,092

The following table summarizes activity in the Company’s stock option plans for the three months ended March 31, 2024:


	Outstanding Option Shares			Weighted-Average Exercise Price
Balance as of December 31, 2023		349,662		$	172.13
Granted		—			—
Exercised		—			—
Forfeited/canceled		(14,599	)		250.94
Balance as of March 31, 2024		335,063		$	168.70

There were no stock options exercised during the three months ended March 31, 2024. The intrinsic value of stock options exercised was less than $0.1 million during the three months ended March 31, 2023.

The fair value of each RSU was determined based on the closing market price of the Company’s common stock on the date of grant. The fair value of the RSUs will be recognized as expense over the requisite vesting period.

The following table summarizes the Company’s RSU activity for the three months ended March 31, 2024:


	RSU Awards			Weighted-Average Grant Date Fair Value
Unvested RSUs as of December 31, 2023		214,857		$	51.03
Granted		—			—
Forfeited		(110	)		52.74
Vested		(46,861	)		45.83
Unvested RSUs as of March 31, 2024		167,886		$	52.47

There was approximately $13.6 million of total unrecognized compensation cost related to unvested stock options and RSUs as of March 31, 2024, which is expected to be recognized over a weighted-average period of 1.6 years.

Discontinued Operations - Schedule of Assets and Liabilities of Discontinued Operations on Company's Balance Sheet (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current liabilities of discontinued operations
Total current liabilities of discontinued operations	$ 1,506	$ 2,513
Noncurrent liabilities of discontinued operations
Total noncurrent liabilities of discontinued operations		128
Cell Therapy Operations
Current liabilities of discontinued operations
Accounts payable		158
Accrued research and development expenses	1,506	2,355
Total current liabilities of discontinued operations	1,506	2,513
Noncurrent liabilities of discontinued operations
Other liabilities		128
Total noncurrent liabilities of discontinued operations		128
Total liabilities of discontinued operations	$ 1,506	$ 2,641

- Definition

Amount classified as liabilities attributable to disposal group held for sale or disposed of, expected to be disposed of within one year or the normal operating cycle, if longer.

+ References + Details

- Definition

Amount classified as liabilities attributable to disposal group held for sale or disposed of, expected to be disposed of beyond one year or the normal operating cycle, if longer.

+ References + Details

Discontinued Operations - Significant Non-cash Items and Proceeds from Sales of Assets Related to Discontinued Operations (Details) - Cell Therapy Operations $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	$ 606
Share-based compensation	$ 369

Debt - Additional Information (Details) - USD ($)	1 Months Ended	3 Months Ended	12 Months Ended
Debt - Additional Information (Details) - USD ($)	May 31, 2022	Mar. 31, 2024	Dec. 31, 2023	Jul. 31, 2022	May 31, 2021
Debt Instrument [Line Items]
Interest rate during period		9.25%
Effective interest rate		10.27%
Pacific Western Loan Agreement \| Revolving Credit Facility \| Maximum
Debt Instrument [Line Items]
Unamortized revolving line debt discount balance			$ 100,000
Banc of California Loan Agreement \| Revolving Credit Facility
Debt Instrument [Line Items]
Aggregate principal amount					$ 30,000,000.0
Borrowings		$ 22,500,000	$ 22,500,000
Banc of California Loan Agreement \| Revolving Credit Facility \| Maximum
Debt Instrument [Line Items]
Unamortized revolving line debt discount balance		$ 100,000
Seventh Amendment to Revolving Line \| Revolving Credit Facility
Debt Instrument [Line Items]
Basis point added to the prime rate	0.75%
Seventh Amendment to Revolving Line \| Revolving Credit Facility \| Minimum
Debt Instrument [Line Items]
Required balance of unrestricted cash at bank				$ 10,000,000.0
Interest rate during period	4.25%

Discontinued Operations

3 Months Ended

Mar. 31, 2024

Discontinued Operations and Disposal Groups [Abstract]

DISCONTINUED OPERATIONS

NOTE 8: DISCONTINUED OPERATIONS

The Company determined that the sale of its cell therapy operations qualified for discontinued operations accounting treatment in accordance with ASC 205-20.

The historical balance sheet and statements of operations of the Company and the related notes to the financial statements have been presented as discontinued operations in the financial statements and prior periods have been recast. Discontinued operations include the results of the Company’s historical cell therapy operations.

The following table shows amounts included in assets and liabilities of discontinued operations, respectively, on the Company’s balance sheets as of March 31, 2024 and December 31, 2023:


	March 31, 2024		December 31, 2023
Current liabilities of discontinued operations
Accounts payable		—		158
Accrued compensation		—		—
Accrued research and development expenses		1,506		2,355
Lease liabilities		—		—
Total current liabilities of discontinued operations		1,506		2,513
Noncurrent liabilities of discontinued operations
Other liabilities		—		128
Total noncurrent liabilities of discontinued operations		—		128
Total liabilities of discontinued operations		1,506		2,641

The following table summarizes the results of operations of the Company’s discontinued operations for the three months ended March 31, 2024 and 2023:


	For the Three Months Ended March 31,
	2024		2023
Classes of expenses constituting loss from discontinued operations
Research and development expense		—		(11,110	)
Loss from discontinued operations related to classes of expenses		—		(11,110	)
Loss from discontinued operations		—		(11,110	)


	For the Three Months Ended March 31,
	2024		2023
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		—		606
Share-based compensation		—		369

CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows used in operating activities:
Net income (loss)	$ 8,588	$ (25,060)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,143	1,953
Share-based compensation	2,906	4,092
Loss on disposal of assets	65	7
Non-cash interest expense	227	213
Amortization of right-of-use assets	284	325
Gain on changes in fair value	348	769
(Gain) loss from equity method investment	(1,713)	1,341
Amortization of discount on note receivable	(114)	(94)
Gain on change in fair value of warrant liability	(10,386)
Changes in operating assets and liabilities:
Prepaid expenses	(3,277)	(872)
Accounts receivable	511	26
Contract asset	(1,359)
Other assets and other current assets	(57)	(571)
Accounts payable	(2,102)	(559)
Other liabilities and other current liabilities	(5,837)	(4,516)
Deferred revenue	(7,945)	(8,032)
Lease liabilities	(263)	(486)
Net cash used in operating activities	(18,981)	(31,464)
Cash flows used in investing activities:
Purchases of property, equipment and software	(86)	(521)
Purchases of intangible assets		(200)
Proceeds from sale of equipment	60
Net cash used in investing activities	(26)	(721)
Cash flows provided by financing activities:
Proceeds from stock option exercises		30
Proceeds from employee stock purchase plan	112	266
Proceeds from offering of common stock and warrants, net of issuance costs	39,078	445
Proceeds from issuance of common stock to collaboration partners and licensees	905
Net cash provided by financing activities	40,095	741
Net increase (decrease) in cash and cash equivalents	21,088	(31,444)
Cash and cash equivalents—beginning of period	116,678	189,576
Cash and cash equivalents —end of period	137,766	158,132
Supplemental disclosures of cash flow information:
Property, equipment and software additions included in accounts payable and other current liabilities	6	43
Cash paid for interest	$ 526	$ 464

Elo Transaction

3 Months Ended

Mar. 31, 2024

Deconsolidation Of Subsidiary [Abstract]

Elo Transaction

NOTE 9: ELO TRANSACTION

On December 17, 2021, the Company and its then wholly-owned subsidiary, Elo Life Systems, Inc., entered into an agreement with a syndicate of investors, pursuant to which the Company contributed substantially all of the assets of Elo Life Systems, Inc. to a newly formed entity (the “Elo Transaction”). In connection with the Elo Transaction, the Company granted the newly formed entity (“Elo”) an exclusive license to certain of the Company’s intellectual property for use in non-medical applications with respect to plants, farm animals and certain other organisms. As consideration for the assets contributed and license granted by the Company to Elo, the Company received Common Stock in Elo and a $10.0 million promissory note payable from Elo (the “Note Receivable”).

Investment in Elo

It was determined that the Company possesses the ability to exercise significant influence over the operating and financial policies of Elo. Accordingly, the Company accounts for its investment in Elo under the equity method.

The Company owned approximately 37% of Elo’s voting shares outstanding as of December 31, 2023. In January 2024, Elo raised additional funding from its Series A-2 financing. The Company recognized a $2.7 million gain on dilution under the equity method and owned approximately 26% of Elo’s voting shares outstanding as of March 31, 2024. The Company’s proportionate share of Elo’s net loss for the three months ended March 31, 2024 and 2023 was $1.0 million and $1.3 million, respectively.

Note Receivable

The Note Receivable matures on the earlier of (i) December 1, 2028 or (ii) a Deemed Liquidation Event (as defined in the Elo’s Amended and Restated Certificate of Incorporation). The Note Receivable accrues interest at 2.00% per annum and is payable annually on December 17th.

As of March 31, 2024, the carrying value of the Note Receivable was $6.8 million including a $1.0 million decrease in the carrying value as a result of equity method investment losses. The remaining $3.2 million discount on the Note Receivable will be amortized to interest income over the life of the Note.

Commitments and Contingencies - Schedule of Future Lease Payments under Non-Cancelable Leases (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
2024 (excluding the three months ended March 31, 2024)	$ 1,426
2025	1,962
2026	2,019
2027	2,078
2028	2,140
2029 and beyond	1,269
Total lease payments	10,894
Less: imputed interest	2,301
Total operating lease liabilities	$ 8,593

Commitments and Contingencies

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 4: COMMITMENTS AND CONTINGENCIES

Litigation

The Company is subject to various legal matters and claims in the ordinary course of business. Although the results of legal proceedings and claims cannot be predicted with certainty, in the opinion of management, there are currently no such known matters that will have a material effect on the financial condition, results of operations or cash flows of the Company.

Servier Program Purchase Agreement

On April 9, 2021, the Company entered into a program purchase agreement (the “Program Purchase Agreement”) with Les Laboratoires Servier and Institut de Recherches Internationales Servier (collectively, “Servier”), pursuant to which the Company reacquired all of its global development and commercialization rights previously granted to Servier pursuant to the Development and Commercial License Agreement by and between Servier and the Company, dated February 24, 2016, as amended (the “Servier Agreement”), and mutually terminated the Servier Agreement.

The Program Purchase Agreement requires the Company to make certain payments to Servier based on the achievement of regulatory and commercial milestones for each product. Management assessed the likelihood of each of the regulatory and commercial milestones included in the Program Purchase Agreement in accordance with ASC 450, Contingencies. If the assessment of a contingency indicates that it is probable that the milestone will be achieved and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s condensed financial statements.

Accordingly, contingent liabilities of $10.0 million related to the Program Purchase Agreement are accrued and included in contract liabilities in the condensed balance sheets as of March 31, 2024 and December 31, 2023.

Leases

The Company has an operating lease for real estate in North Carolina and does not have any finance leases.

On October 16, 2023, the Company and Venable Historic, LLC, successor-in-interest to Venable Tenant, LLC (the “Landlord”), entered into a Tenth Amendment to Lease Agreement (the “Lease Amendment”), which amended certain terms of the Lease Agreement dated April 5, 2010, as amended (the “Original Lease”) with respect to the Company’s headquarters facilities located in Durham, North Carolina. Among other things, the Lease Amendment extends the term of the Original Lease for an additional period of five years commencing upon August 1, 2024 and up to and through July 31, 2029.

The Company has existing leases in which the non-lease components (e.g., common area maintenance, consumables, etc.) are paid separately from rent based on actual costs incurred and therefore are not included in the right-of-use assets and lease liabilities but rather are reflected as an expense in the period incurred.

The elements of lease expense were as follows:


	For the Three Months Ended March 31,
(in thousands)	2024			2023
Lease Cost
Operating lease cost	$	483		$	412
Short-term lease cost	189			184
Variable lease cost		81			244
Sublease income		(102	)	—
Total Lease Cost	$	651		$	840

Other Information
Operating cash flows used for operating leases		462			572
Operating right-of-use assets obtained in exchange for lease obligations	—			—
Operating lease liabilities arising from obtaining right-of-use assets	—			—

Operating Leases
Weighted-average remaining lease term (in years)		5.3			2.8

Operating Leases
Weighted-average discount rate		9.2	%		7.7	%

Pursuant to the Imugene Purchase Agreement, Imugene subleases from the Company space at the Company’s headquarters (the “Imugene Sublease”). As the Company is not relieved of its primary obligation to the lessor under the terms of the Imugene Sublease, the Company will continue to carry the related right-of-use assets and lease liabilities on its Condensed Balance Sheets and will net sublease income with lease cost in its condensed statements of operations.

Future lease payments under non-cancelable operating leases with terms of greater than one year as of March 31, 2024, were as follows:


(in thousands)	March 31, 2024
2024 (excluding the three months ended March 31, 2024)	$	1,426
2025		1,962
2026		2,019
2027		2,078
2028		2,140
2029 and beyond		1,269
Total lease payments		10,894
Less: imputed interest		2,301
Total operating lease liabilities	$	8,593

Guarantees

The Company agreed to act as a guarantor of Imugene’s assumption of the Company’s lease for its Manufacturing Center for Advanced Therapeutics (the “MCAT Lease”) through the lease expiration date of August 31, 2027. If Imugene (including any successor or assignee of Imugene) fails to pay rent due on the MCAT Lease, the lessor may have contractual recourse against the Company.

As of March 31, 2024, the Company’s guarantee consists of a contingent liability for aggregate minimum lease payments of approximately $5.4 million. No contract liability for the Company’s guarantee of Imugene’s performance on the MCAT Lease was recorded as of March 31, 2024, as it was not deemed probable that Imugene will be in default under the MCAT Lease.

Supply Agreements

The Company enters into contracts in the normal course of business with contract manufacturing organizations (“CMOs”) for the manufacture of clinical trial materials and contract research organizations (“CROs”) for clinical trial services. These agreements

provide for termination at the request of either party with less than one-year’s notice and are, therefore, cancelable contracts. If canceled, these agreements are not anticipated to have a material effect on the financial condition, results of operations, or cash flows of the Company.

Share-Based Compensation - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share-based compensation expense	$ 2,906	$ 4,092
Stock Option
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share-based compensation expense	2,906	4,092
Research and Development \| Stock Option
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share-based compensation expense	760	1,266
General and Administrative \| Stock Option
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share-based compensation expense	$ 2,146	$ 2,826

Elo Transaction - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Deconsolidation Of Subsidiary [Line Items]
Interest rate during period	9.25%
Carrying value of note receivable	$ 6,818		$ 4,990
Gain(Loss) from equity method investment	$ 1,713	$ (1,341)
Elo
Deconsolidation Of Subsidiary [Line Items]
Percentage of voting shares owned	26.00%		37.00%
Gain(Loss) from equity method investment	$ (1,000)	$ (1,300)
Gain on dilution under equity method	2,700
Promissory Note \| Elo
Deconsolidation Of Subsidiary [Line Items]
Notes received	$ 10,000
Debt instrument maturity date	Dec. 01, 2028
Interest rate during period	2.00%
Carrying value of note receivable	$ 6,800
Promissory note discount	3,200
Gain(Loss) from equity method investment	$ 1,000

Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The computations of basic and diluted net loss per share attributable to common stockholders are as follows:


	Three Months Ended March 31,
	2024		2023
Income (loss) from continuing operations (in thousands)	$	8,588	$	(13,950	)
Loss from discontinued operations (in thousands)	$	—	$	(11,110	)
Net income (loss) (in thousands)	$	8,588	$	(25,060	)

Basic weighted-average common shares		5,060,978		3,709,894
Dilutive impact of share-based awards		2,428		—
Diluted weighted-average common shares (1)		5,063,406		3,709,894

Basic net income (loss) per share:
Basic income (loss) from continuing operations		1.70		(3.76	)
Basic loss from discontinued operations	—			(2.99	)
Basic net income (loss) per share		1.70		(6.75	)

Diluted net income (loss) per share:
Diluted income (loss) from continuing operations		1.70		(3.76	)
Diluted loss from discontinued operations	—			(2.99	)
Diluted net income (loss) per share		1.70		(6.75	)

(1) 3,007,564 total common stock equivalents were excluded from the diluted weighted-average common shares calculation for the three months ended March 31, 2024 as their inclusion would have been anti-dilutive. For the three months ended March 31, 2023 all outstanding total common stock equivalents were excluded from the diluted calculation as their inclusion would have been anti-dilutive.

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2024

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract]

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

The following represents assets and liabilities measured at fair value on a recurring basis by the Company (in thousands):


March 31, 2024	Fair Value		Level 1		Level 2		Level 3
Assets:
Money market funds	$	14,142	$	14,142	$	—	$	—
Investment in iECURE		3,206		—		—		3,206
Imugene convertible note		11,553		—		11,553		—
Assets held for sale		378		—		—		378
	$	29,279	$	14,142	$	11,553	$	3,584

Liabilities:
Final payment fee	$	220	$	—	$	220	$	—
Warrant liability	$	22,020	$	—	$	22,020	$	—
	$	22,240	$	—	$	22,240	$	—


December 31, 2023	Fair Value		Level 1		Level 2		Level 3
Assets:
Money market funds	$	13,960	$	13,960	$	—	$	—
Investment in iECURE		3,206		—		—		3,206
Imugene convertible note		11,897		—		11,897		—
Assets held for sale		487		—		—		487
	$	29,550	$	13,960	$	11,897	$	3,693

Liabilities:
Final payment fee	$	215	$	—	$	215	$	—
	$	215	$	—	$	215	$	—

Summary of Financial Assets Measured at Fair Value on Recurring Basis Using Significant Unobservable Inputs


	Investment in iECURE			Assets held for sale
Balance December 31, 2023		$	3,206	$	487
Gains from changes in fair value included in earnings		—		—
Assets sold		—			109
Balance March 31, 2024		$	3,206	$	378

Commitments and Contingencies - Components of Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Lease Cost
Operating lease cost	$ 483	$ 412
Short-term lease cost	189	184
Variable lease cost	81	244
Sublease income	(102)
Total Lease Cost	651	840
Other Information
Operating cash flows used for operating leases	$ 462	$ 572
Weighted average remaining lease term (in years)	5 years 3 months 18 days	2 years 9 months 18 days
Weighted average discount rate	9.20%	7.70%

Collaboration and License Agreements

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

COLLABORATION AND LICENSE AGREEMENTS

NOTE 6: COLLABORATION AND LICENSE AGREEMENTS

TG Therapeutics

On January 7, 2024, the Company entered into a license agreement (the “TG License Agreement”) with TG Cell Therapy, Inc. (“TG Subsidiary”) and its parent company, TG Therapeutics, Inc. (“TG Parent” and, together with TG Subsidiary, “TG Therapeutics”), pursuant to which the Company granted TG Subsidiary certain exclusive and non-exclusive license rights to develop, manufacture, and commercialize the Company’s allogeneic CAR T therapy azer-cel for autoimmune diseases and other indications outside of cancer.

Under the TG License Agreement, the Company is entitled to receive an upfront cash payment of $10.0 million (the “TG Upfront Payment”). The TG Upfront Payment of $10.0 million is comprised of (i) a $5.25 million cash payment that was paid to the Company on February 5, 2024, (ii) a $2.25 million cash payment that was paid to the Company on February 5, 2024, in exchange for 97,360 shares of the Company’s common stock at a price of $23.10 per share, a 100% premium to the 30-day volume-weighted average price (“VWAP”) prior to the date of the TG License Agreement, and (iii) a deferred cash payment of $2.5 million due within 12 months following the date of the TG License Agreement, payable in exchange for such number of shares of the Company’s common stock determined based on a price per share equal to the greater of (A) a 100% premium to the VWAP of the Company’s common stock for the 30 trading days prior to the date of payment or (B) a minimum price of $11.1660 determined in accordance with Nasdaq Listing Rule 5635(d) (the “Minimum Price”).

The Company is also entitled to an additional cash payment of $7.5 million in the event that TG Therapeutics achieves a certain clinical milestone that is expected to be achieved in the near-term (the “Initial Milestone Payment”), and additional payments upon the achievement of additional specified milestones of up to $288.6 million (the “Additional TG Milestone Payments”). As described below, up to $10.0 million of the cash payments potentially payable to the Company are payable in exchange for the issuance to TG Subsidiary by the Company of shares of the Company’s common stock (the “Company Stock Issuances”). The Initial Milestone Payment of $7.5 million, if payable, will consist of (i) a $5.25 million cash milestone payment and (ii) a $2.25 million cash payment payable in exchange for such number of shares of the Company’s common stock determined based on a price per share equal to the greater of (A) a 100% premium to the VWAP of the Company’s common stock for the 30 trading days prior to the achievement of such milestone or (B) the Minimum Price.

The Additional TG Milestone Payments become due upon the achievement of certain milestones as specified in the TG License Agreement. Included within the Additional TG Milestone Payments is a potential payment of $3.0 million in connection with achievement of a milestone specified in the TG License Agreement, payable in exchange for such number of shares of the Company’s common stock determined based on a price per share equal to the greater of (A) a 100% premium to the VWAP of the Company’s common stock for the 30 trading days prior to the achievement of such milestone or (B) the Minimum Price.

Subject to the terms and conditions of the TG License Agreement, TG Therapeutics is permitted to pay up to 50% of the value of each Additional Milestone Payment (other than the Additional Milestone Payment described above that would, upon achievement, involve

the issuance of $3.0 million of shares of the Company’s common stock) in freely tradable shares of common stock of TG Parent, valued based on the VWAP of the TG Parent shares of common stock on Nasdaq for the 30 trading days prior to the achievement of the applicable milestone.

If a licensed product under the TG License Agreement is approved and sold, TG Therapeutics is also required to pay the Company tiered royalties ranging from high-single-digit to low-double-digit percentages on net sales of the licensed product. TG Therapeutics’ obligation to pay royalties to the Company expires on a country-by-country and licensed product-by-licensed product basis, upon the latest to occur of (i) the expiration of the last-to-expire valid claim in such country covering such licensed product; (ii) the expiration of any period of data, regulatory, or market exclusivity, or supplemental protection certificates (other than patents) covering the licensed product in such country; and (iii) a period of ten years following the first commercial sale of the respective licensed product in such country.

Unless earlier terminated, the TG License Agreement will remain in effect on a licensed product-by-licensed product and country-by-country basis until the expiration of a defined royalty term for each licensed product and country. The Company may terminate the TG License Agreement if TG Therapeutics fails to initiate certain development activities with respect to the licensed product by a specified date or ceases active development of the licensed product for a specified period of time. In addition, the Company may terminate the TG License Agreement if TG Therapeutics or any of its affiliates or sublicensees challenges the validity of any patents controlled by the Company. Each of the Company and TG Therapeutics may terminate the TG License Agreement (i) for material breach by the other party and a failure to cure such breach within the time period specified in the TG License Agreement or (ii) due to the other party’s insolvency.

The Company assessed the TG License Agreement in accordance with ASC 606 and concluded that the promises in the TG License represent a transaction with a customer. The Company has concluded that the TG License Agreement contains the following promises: (i) the license to develop, manufacture, and commercialize non-oncological applications of azer-cel, (ii) deliver to TG Therapeutics a single batch of released clinical trial material (“CTM”) for azer-cel, (iii) designation of TG Therapeutics as the party with which Imugene must enter into a clinical supply agreement, and (iv) joint steering committee (“JSC”) participation. The designation of TG Therapeutics to Imugene and JSC participation were determined to be immaterial promises as the time commitment and related costs associated with performance are expected to be inconsequential to the total consideration in the contract. Accordingly, the Company concluded that the promise of the license and single batch of CTM are the two performance obligations.

The Company concluded the TG License Agreement represents functional intellectual property in accordance with ASC 606 as the Company will not be providing any additional services to TG Therapeutics outside of the right to use the licensed intellectual property and supply of CTM. During the three months ended March 31, 2024, the Company recognized revenue under the TG License Agreement of $7.0 million. Deferred revenue related to the TG License Agreement amounted to $0.9 million and a contract asset related to the TG License Agreement amounted to $1.4 million as of March 31, 2024.

Sale of Azer-cel CAR T Platform to Imugene for Cancer

On August 15, 2023, the Company entered into the Imugene Purchase Agreement. Pursuant to and simultaneously with the execution of the Imugene Purchase Agreement, on August 15, 2023 (the “Closing Date”), Imugene US acquired the Company’s manufacturing infrastructure used in the development and manufacture of azer-cel, including assuming the lease to the Company’s manufacturing facility and certain contracts of the Company with respect to the Company’s manufacturing facility, and related equipment, supplies, azer-cel clinical trial inventory and other assets related to the Company’s CAR T cell therapy platform. As part of the Imugene Purchase Agreement, Imugene US hired a number of employees of the Company who were associated with the Company’s historical CAR T cell therapy operations.

In consideration for the assets acquired under the Imugene Purchase Agreement, Imugene US assumed certain liabilities of the Company, paid the Company $8 million in cash, and issued to the Company the Imugene Convertible Note in an aggregate principal amount of $13 million. The Imugene Convertible Note is non-interest bearing and matures on the Maturity Date. On the Maturity Date, the Imugene Convertible Note will be redeemed with cash, converted into ordinary shares of Imugene Limited at a conversion price based on the 10-day VWAP of Imugene Limited’s ordinary shares prior to the date of conversion, or partially redeemed with cash and partially converted into shares, at Imugene’s discretion.

Additionally, the Company and Imugene US entered into a license agreement (the “Imugene License Agreement”) on the Closing Date, pursuant to which the Company granted Imugene US certain exclusive and non-exclusive license rights to develop, manufacture, and commercialize oncological applications of the Company’s allogeneic CAR T therapy, azer-cel, and up to three additional research product candidates directed to targets that Imugene US may nominate prior to the fifth anniversary of the effective date of the Imugene License Agreement, pursuant to the terms of the Imugene License Agreement.

In addition, under the Imugene License Agreement, the Company is eligible to receive milestone payments of up to an aggregate of $206 million for azer-cel, inclusive of a payment of $8 million in cash and equity upon successful completion of the Phase 1b dosing in the CAR T relapsed large B cell lymphoma (“LBCL”) patient population. For azer-cel, the Company is eligible to receive double-digit royalties on net sales. For up to three additional research programs to be developed by Imugene, the Company is eligible for up to $145 million in milestone payments and, if licensed products are approved and sold, tiered royalties ranging from the mid-single digit to low-double digit percentages on net sales of such licensed products. In addition, the Company is eligible to receive mid-single digit percentage-based fees for certain change of control transactions involving Imugene and for partnering transactions involving a licensed product. Imugene’s obligation to pay royalties to the Company expires on a country-by-country and licensed product-by-licensed product basis, upon the latest to occur of certain events related to expiration of patents, regulatory exclusivity or a period of ten years following the first commercial sale of the respective licensed product.

Unless earlier terminated, the Imugene License Agreement will remain in effect on a licensed product-by-licensed product and country-by-country basis until the expiration of a defined royalty term for each licensed product and country. The Company may terminate the entire Imugene License Agreement due to a challenge to its patents brought by Imugene and a breach by Imugene in any material respect of the Imugene License Agreement, the Imugene Purchase Agreement or any related transaction documents. The Company may also terminate the Imugene License Agreement with respect to azer-cel if Imugene fails to initiate certain development activities with respect to azer-cel by a specified date, if Imugene fails to expend certain amounts on the development of azer-cel or if Imugene ceases active development of azer-cel for a specified period of time. Either party may terminate the License Agreement (i) for material breach by the other party and a failure to cure such breach within the time period specified in the agreement or (ii) due to the other party’s insolvency.

The Company assessed the Imugene License Agreement in accordance with ASC 606 and concluded that the promises in the Imugene License Agreement represent a transaction with a customer. The Company has concluded that the Imugene License Agreement contains the following promises: (i) the license to develop, manufacture, and commercialize oncological applications of the azer-cel and up to three additional research product candidates and (ii) JSC participation. The JSC participation was determined to be an immaterial promise as the time commitment and related cost associated with performance of JSC participation is expected to be inconsequential to the total consideration in the contract. Accordingly, the Company concluded that the promise of the license is a single performance obligation.

The Company concluded the Imugene License Agreement represents functional intellectual property in accordance with ASC 606 given the Company will not be providing any additional services to Imugene outside of the right to use the licensed intellectual property. As of March 31, 2024, management has constrained all variable consideration related to milestone payments in the Imugene License Agreement given the level of uncertainty associated with achievement of the milestone payments. Accordingly, no revenue was recognized under the Imugene License Agreement during the three months ended March 31, 2024, and 2023.

Collaboration and License Agreement with Novartis

On June 14, 2022, the Company entered into a collaboration and license agreement (the “Novartis Agreement”) with Novartis Pharma AG (“Novartis”), which became effective on June 15, 2022 (the “Novartis Effective Date”), to collaborate to discover and develop in vivo gene editing products incorporating the Company’s custom ARCUS nucleases for the purpose of seeking to research and develop potential treatments for certain diseases (collectively referred to as licensed products). Any initial licensed products under the Novartis Agreement will be developed for the potential treatment of certain hemoglobinopathies, including sickle cell disease and beta thalassemia.

Pursuant to the terms of the Novartis Agreement, the Company will develop an ARCUS nuclease and conduct in vitro characterization for the licensed products, with Novartis then assuming responsibility for all subsequent development, manufacturing and commercialization activities. Novartis will receive an exclusive license for and be required to use commercially reasonable efforts to conduct all subsequent research, development, manufacture and commercialization activities with respect to the licensed products. The Company will initially develop a single, custom ARCUS nuclease for a defined “safe harbor” target site for insertion of specified therapeutic payloads in a patient’s genome (the “Initial Nuclease”) for Novartis to further develop as a potential in vivo treatment option for certain hemoglobinopathies, including sickle cell disease and beta thalassemia. Pursuant to the terms of the Novartis Agreement, Novartis may elect, subject to payment of a fee to the Company, to replace licensed products based on the Initial Nuclease with licensed products based on a second custom ARCUS nuclease the Company designs for gene editing of a specified human gene target associated with hemoglobinopathies (the “Replacement Nuclease”). Additionally, Novartis has the option, upon payment of a fee to the Company for each exercise of the option, to include licensed products utilizing the Initial Nuclease for insertion of up to three additional specified therapeutic payloads at the “safe harbor” target site, each intended to treat a particular genetic disease. The exercise period for such option ends on the earlier of (a) the fourth anniversary of the Novartis Effective Date and (b) the replacement of the Initial Nuclease with the Replacement Nuclease as described above.

In July 2022, the Company received a $50.0 million upfront cash payment under the Novartis Agreement. Additionally, on the Novartis Effective Date, Novartis made an equity investment in the Company’s common stock pursuant to a stock purchase agreement (the “Novartis Stock Purchase Agreement”) pursuant to which, on the Novartis Effective Date, the Company issued and sold to Novartis 413,581 shares of the Company’s common stock (the “Novartis Shares”) in a private placement transaction for an aggregate purchase price of $25.0 million, or approximately $60.30 per share. The price per share of the Company’s common stock under the Novartis Stock Purchase Agreement represented a 20% premium over the VWAP of the Company’s common stock over the 10 trading days preceding the execution date of the Novartis Stock Purchase Agreement. Management concluded that the Novartis Stock Purchase Agreement was to be combined with the Novartis Agreement for accounting purposes. Of the total $75.0 million upfront compensation, the Company applied equity accounting guidance to measure the $11.6 million recorded in equity upon the issuance of the Novartis Shares, and $63.4 million was identified as transaction price allocated to the revenue arrangement.

Pursuant to the Novartis Stock Purchase Agreement, subject to certain exceptions, Novartis may not sell the Novartis Shares without the Company’s approval for a period of two years following the Novartis Effective Date. In addition, for a period of two years following the Novartis Effective Date, Novartis and its affiliates may not (a) effect or otherwise participate in, directly or indirectly, any acquisition of any of our securities or material assets, any tender offer or exchange offer, merger or other business combination or change of control involving the Company, any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company, or any solicitation of proxies or consents to vote any of the Company’s securities or (b) act with any other person, or publicly disclose any intention, to do any of the foregoing. The Novartis Stock Purchase Agreement also contains customary representations, warranties, and covenants of both parties.

On the Novartis Effective Date, the Company and Novartis also entered into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company has agreed, within the time periods specified in the Registration Rights Agreement, to register the resale of the Novartis Shares on a registration statement to be filed with the SEC. The Registration Rights Agreement contains customary indemnification provisions, and all registration rights terminate in their entirety effective on the first date on which there cease to be any Registrable Securities (as defined in the Registration Rights Agreement) outstanding.

The Company will also be eligible to receive milestone payments of up to an aggregate of approximately $1.4 billion as well as certain research funding. If licensed products resulting from the collaboration are approved and sold, the Company will also be entitled to receive tiered royalties ranging from the mid-single digit to low-double digit percentages on net sales of licensed products, subject to customary potential reductions. Novartis’s obligation to pay royalties to us expires on a country-by-country and licensed product-by-licensed product basis, upon the latest to occur of certain events related to expiration of patents, regulatory exclusivity or a period of ten years following the first commercial sale of the licensed product.

Unless earlier terminated, the Novartis Agreement will remain in effect on a licensed product-by-licensed product and country-by-country basis until the expiration of a defined royalty term for each licensed product and country. Novartis has the right to terminate the Novartis Agreement without cause by providing advance notice to the Company. Either party may terminate the Novartis Agreement for material breach by the other party and a failure to cure such breach within the time period specified in the Novartis Agreement. The Company may also terminate the Novartis Agreement in the event that Novartis brings a challenge to its patents.

The Company assessed the Novartis Agreement in accordance with ASC 606 and concluded that the promises in the agreement represent transactions with a customer. The Company has determined that the promises associated with the research and development activities for each of the targets are not distinct because they are all based on the ARCUS proprietary genome editing platform. The Company has concluded that the Novartis Agreement contains the following promises: (i) license of intellectual property, (ii) performance of research and development (“R&D”) services, and (iii) JSC participation. The Company determined that the license of intellectual property and R&D services were not distinct from each other, as the license and R&D services are highly interdependent upon one another. The JSC participation was determined to be an immaterial promise as the time commitment and related cost associated with performance of JSC participation is expected to be inconsequential to the total consideration in the contract. As such, the Company determined that these promises should be combined into a single performance obligation.

The Company recognizes revenue from the $50.0 million upfront cash payment, $13.4 million allocated to the transaction price from the Novartis Stock Purchase Agreement, and variable consideration on an input method in the form of research effort relative to expected research effort at the completion of the performance obligation, which is based on the actual hours of research work performed relative to expected hours of research work to be incurred in the future to satisfy the performance obligation. Management will evaluate and adjust the total expected research effort for the performance obligation on a quarterly basis based upon actual research hours incurred to date relative to research hour forecasts. The transfer of control occurs over this time period and, in management’s judgment, is the best measure of progress towards satisfying the performance obligation.

During the three months ended March 31, 2024, and 2023, the Company recognized revenue under the Novartis Agreement of $4.5 million and $5.9 million, respectively. Deferred revenue related to the Novartis Agreement amounted to $28.1 million and $32.4

million as of March 31, 2024 and December 31, 2023, respectively, of which $1.3 million and $7.4 million, respectively, was included in current liabilities within the condensed balance sheets.

Development and License Agreement with Prevail

On November 19, 2020, the Company entered into a development and license agreement with Eli Lilly and Company (“Lilly”) to collaborate to discover and develop in vivo gene editing products incorporating the Company’s ARCUS nucleases to utilize ARCUS for the research and development of potential in vivo therapies for genetic disorders, which was subsequently assigned to Prevail Therapeutics Inc., a wholly-owned subsidiary of Eli Lilly and Company (“Prevail”), effective November 1, 2022 (the “Original Prevail Agreement”).

On June 30, 2023, the Company entered into an amended and restated development and license agreement (the “Prevail Agreement”) with Prevail. The Prevail Agreement amended and restated the Original Prevail Agreement. Pursuant to the terms of the Prevail Agreement, Prevail and the Company continued to collaborate on developing the Company’s ARCUS nucleases for the research and development of potential in vivo therapies for genetic disorders, including Duchenne muscular dystrophy, a liver-directed target, and a central nervous system directed target. Pursuant to the Prevail Agreement, manufacturing initial clinical trial material for the first licensed product, which was previously the Company’s responsibility to conduct at Prevail’s expense, instead became Prevail’s responsibility at Prevail’s expense. Prevail continued to be responsible for, and was required to use commercially reasonable efforts with respect to, conducting clinical development and commercialization activities for licensed products resulting from the collaboration. Prevail also retained the right to nominate up to three additional gene targets for genetic disorders over the initial nomination period of four years.

On April 11, 2024, the Company received written notice from Prevail of its termination of the Prevail Agreement. Prevail’s notice informed the Company that Prevail was exercising its right pursuant to Section 15.3.2 of the Prevail Agreement to terminate the Prevail Agreement in its entirety without cause upon 90 days’ prior written notice to the Company. The Company subsequently exercised its rights to the return of the three programs. The termination will be effective on July 10, 2024.

In connection with the closing of the Original Prevail Agreement on January 6, 2021, the Company received an upfront cash payment of $100.0 million. Under the Prevail Agreement, the Company was also eligible to receive milestone payments of up to an aggregate of $390 million to $395 million per licensed product, a decrease from $420 million as provided in the Original Prevail Agreement, as well as nomination fees for additional and replacement targets and certain research funding. The terms of potential nomination fees for additional targets and royalties on worldwide net sales of licensed products for which the Company could have become eligible, as well as the terms of the Company’s right to elect to co-fund the clinical development of one licensed product under the Original Prevail Agreement, were not modified by the terms of the Prevail Agreement. If licensed products resulting from the collaboration had been approved and sold, the Company would also have been entitled to receive tiered royalties ranging from the mid-single digit percentages to the low-teens percentages on world-wide net sales of the licensed products, subject to customary potential reductions. Prevail’s obligation to pay royalties to the Company would have expired on a country-by-country and licensed product-by-licensed product basis, upon the latest to occur of certain events related to expiration of patents, regulatory exclusivity or a period of ten years following first commercial sale of the licensed product. Simultaneously with the entry into the Original Prevail Agreement, the Company and Lilly entered into a Share Purchase Agreement (the “Lilly Share Purchase Agreement”), pursuant to which Lilly purchased 125,406 shares of the Company’s common stock for a purchase price of $35.0 million. Management concluded that the Lilly Share Purchase Agreement was to be combined with the Original Prevail Agreement for accounting purposes. Of the total $135.0 million upfront compensation, the Company applied equity accounting guidance to measure the $27.7 million recorded in equity upon the issuance of the shares, and $107.3 million was identified as the transaction price allocated to the revenue arrangement.

The Company assessed this arrangement in accordance with ASC 606 and concluded that the promises in the agreement represent transactions with a customer. The Company has determined that the promises associated with the research and development activities for each of the targets are not distinct because they are all based on the ARCUS proprietary genome editing platform. The Company concluded that the agreement with Prevail contained the following promises: (i) license of intellectual property; (ii) performance of R&D services, (iii) JSC participation, and (iv) regulatory responsibilities. The Company determined that the license of intellectual property, R&D services, and regulatory responsibilities were not distinct from each other, as the license, R&D services, and regulatory responsibilities are highly interdependent upon one another. The JSC participation was determined to be an immaterial promise as the time commitment and related cost associated with performance of JSC participation is expected to be inconsequential to the total consideration in the contract. As such, the Company determined that these promises should be combined into a single performance obligation.

The Company recognized revenue from the $100.0 million upfront cash payment, $7.3 million allocated to the transaction price from the Lilly Share Purchase Agreement, and variable consideration on an input method in the form of research effort relative to expected research effort at the completion of the performance obligation, which was based on the actual time of R&D activities performed

relative to expected time to be incurred in the future to satisfy the performance obligation. Management evaluated and adjusted the total expected research effort for the performance obligation on a quarterly basis based upon actual research progress to date relative to research progress forecasts. The transfer of control occurs over this time period and, in management’s judgment, is the best measure of progress towards satisfying the performance obligation.

During the three months ended March 31, 2024 and 2023, the Company recognized revenue under the Prevail Agreement of $4.5 million and $2.9 million, respectively. Deferred revenue related to the Prevail Agreement amounted to $48.2 million and $52.7 million as of March 31, 2024 and December 31, 2023, respectively, of which $0.2 million and $4.7 million, respectively, was included in current liabilities within the condensed balance sheets.

Development and License Agreement with iECURE

In August 2021, the Company entered into a development and license agreement with iECURE (the “iECURE DLA”) under which iECURE was to advance the Company’s PBGENE-PCSK9 candidate through preclinical activities as well as a Phase 1 clinical trial in order to gain access to Precision’s PCSK9-directed ARCUS nuclease to develop four other pre-specified gene editing therapies for rare genetic diseases (the “PCSK9 License”), including ornithine transcarbamylase (“OTC”) deficiency, Citrullinemia Type 1, Phenylketonuria, and another program focused on liver disease. Simultaneously with the entry into the iECURE DLA, the Company and iECURE entered into an Equity Issuance Agreement (the “iECURE Equity Agreement”), pursuant to which iECURE issued the Company common stock in iECURE as additional consideration for the PCSK9 License. Management concluded that the iECURE Equity Agreement was to be combined with the iECURE DLA for accounting purposes. Additionally, the Company is eligible to receive milestone and mid-single digit to low double digit royalty payments on sales of iECURE products developed with ARCUS.

The Company adjusts the carrying value of the iECURE equity to fair value each reporting period with any changes in fair value recorded to other income (expense). There was no change in the fair value of the iECURE equity during the three months ended March 31, 2024. During the three months ended March 31, 2023, the Company recorded a $0.8 million decrease in the carrying value of its iECURE equity to adjust to fair value as a result of dilution from iECURE’s Series A-1 equity issued in such period.

License Agreement with Caribou

In February 2024, the Company announced it had granted Caribou Biosciences, Inc. (“Caribou”), a leading CRISPR genome-editing cell therapy company, a non-exclusive, worldwide license, with the right to sublicense, to one of the Company’s foundational cell therapy patent families for use with CRISPR-based therapies in the field of human therapeutics. Under the terms of the agreement, the Company received an upfront payment that has been recognized as revenue and, upon commercialization by Caribou, will receive royalties on net sales of licensed products. In addition, for each occurrence of certain strategic transactions involving Caribou, the Company is entitled to receive a specific tiered milestone payment.

Discontinued Operations - Summary of Results of Operations of Discontinued Operations (Details) - Cell Therapy Operations $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract]
Research and development expense	$ (11,110)
Loss from discontinued operations related to classes of expenses	(11,110)
Loss from discontinued operations	$ (11,110)

CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Revenue	$ 17,584	$ 8,780
Operating expenses
Research and development	13,343	11,048
General and administrative	8,428	11,086
Total operating expenses	21,771	22,134
Operating loss	(4,187)	(13,354)
Other income (expense):
Gain (loss) from equity method investment	1,713	(1,341)
Loss on changes in fair value	(348)	(769)
Gain on change in fair value of warrant liability	10,386
Interest expense	(574)	(522)
Interest income	1,663	2,043
Loss on disposal of assets	(65)	(7)
Total other income (expense)	12,775	(596)
Income (loss) from continuing operations	8,588	(13,950)
Loss from discontinued operations		(11,110)
Net income (loss)	$ 8,588	$ (25,060)
Net income (loss) per share - Basic	$ 1.7	$ (6.75)
Net income (loss) per share - Diluted	$ 1.7	$ (6.75)
Weighted average common shares outstanding - Basic	5,060,978	3,709,894
Weighted average common shares outstanding - Diluted	5,063,406	3,709,894

Share-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Stock-Based Compensation Expense

The Company recorded employee and nonemployee share-based compensation expense as follows (in thousands):


	Three Months Ended March 31,
	2024		2023
Employee	$	2,488	$	3,555
Nonemployee		418		537
	$	2,906	$	4,092

Schedule of Stock-Based Compensation Expense

Share-based compensation expense is included in the following line items in the condensed statements of operations (in thousands):


	Three Months Ended March 31,
	2024		2023
Research and development	$	760	$	1,266
General and administrative		2,146		2,826
	$	2,906	$	4,092

Summary of Activity of Option Plans

The following table summarizes activity in the Company’s stock option plans for the three months ended March 31, 2024:


	Outstanding Option Shares			Weighted-Average Exercise Price
Balance as of December 31, 2023		349,662		$	172.13
Granted		—			—
Exercised		—			—
Forfeited/canceled		(14,599	)		250.94
Balance as of March 31, 2024		335,063		$	168.70

Summary of Restricted Stock Unit Activity

The following table summarizes the Company’s RSU activity for the three months ended March 31, 2024:


	RSU Awards			Weighted-Average Grant Date Fair Value
Unvested RSUs as of December 31, 2023		214,857		$	51.03
Granted		—			—
Forfeited		(110	)		52.74
Vested		(46,861	)		45.83
Unvested RSUs as of March 31, 2024		167,886		$	52.47

Description of Business and Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business	Description of Business Precision BioSciences, Inc. (the “Company”) was incorporated on January 26, 2006 under the laws of the State of Delaware and is based in Durham, North Carolina. The Company is a gene editing company dedicated to improving life by developing in vivo therapies for genetic and infectious diseases with the application of the Company’s wholly-owned proprietary ARCUS genome editing platform. Since its inception, the Company has devoted substantially all of its efforts to research and development activities, recruiting skilled personnel, establishing its intellectual property portfolio and providing general and administrative support for these operations. The Company is subject to a number of risks similar to those of other companies conducting early-stage research and development of product candidates. Principal among these risks are dependence on key individuals and intellectual property, competition from other products and companies, and the technical risks associated with the successful research, development and clinical manufacturing of its product candidates. The Company’s success is dependent upon its ability to continue to raise additional capital in order to fund ongoing research and development, obtain regulatory approval of its products, successfully commercialize its products, generate revenue, meet its obligations, and, ultimately, attain profitable operations.
Discontinued Operations	Discontinued Operations In August 2023, the Company announced its strategic decision to operate as a single platform company focused exclusively on developing in vivo gene editing therapies with the completion of the sale of its chimeric antigen receptor (“CAR”) T infrastructure to Imugene Limited, an Australian corporation (“Imugene Limited”), and its wholly-owned subsidiary Imugene (USA) Inc. (“Imugene US”), a Nevada corporation (collectively, “Imugene”). Additionally, the Company licensed its lead allogeneic CAR T candidate for cancer, azercabtagene zapreleucel (“azer-cel”), to Imugene. Accordingly, the accompanying condensed financial statements have been recast for all periods presented to reflect the assets, liabilities and expenses related to the Company’s CAR T programs as discontinued operations (see Note 8, Discontinued Operations). The accompanying condensed financial statements are generally presented in conformity with the Company’s historical format.
Reverse Stock Split	Reverse Stock Split On February 13, 2024, the Company amended its amended and restated certificate of incorporation in order to effect a 1-for-30 reverse stock split of its outstanding shares of capital stock (the “Reverse Stock Split”). As a result of the Reverse Stock Split, every 30 shares of the Company’s common stock issued or outstanding were automatically reclassified into one new share of common stock, subject to the treatment of fractional shares as described below, without any action on the part of the holders. All historical share and per-share amounts reflected throughout the accompanying consolidated financial statements and other financial information in this Quarterly Report on Form 10-Q have been retroactively adjusted to reflect the Reverse Stock Split as if the split occurred as of the earliest period presented. The Reverse Stock Split did not affect the number of authorized shares of common stock or the par value of the common stock. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who would otherwise have been entitled to receive fractional shares as a result of the Reverse Stock Split were entitled to a cash payment in lieu thereof at a price equal to the fraction to which the stockholder would otherwise be entitled multiplied by the closing sales price per share of the common stock (as adjusted to give effect to the Reverse Stock Split) on The Nasdaq Capital Market on February 13, 2024, the last trading day immediately preceding the effective time of the Reverse Stock Split.
Revenue Recognition for Contracts with Customers	Revenue Recognition for Contracts with Customers The Company’s revenues are generated primarily through collaborative research, license, development and commercialization agreements. ASC 606, Revenue from Contracts with Customers (“ASC 606”) applies to all contracts with customers, except for contracts that are within the scope of other standards. Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the 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 entity satisfies a performance obligation. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company evaluates the performance obligations promised in the contract that are based on goods and services that will be transferred to the customer and determines whether those obligations are both (i) capable of being distinct and (ii) distinct in the context of the contract. Goods or services that meet these criteria are considered distinct performance obligations. If both these criteria are not met, the goods and services are combined into a single performance obligation. 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. Arrangements that include rights to additional goods or services that are exercisable at a customer’s discretion are generally considered options. The Company assesses if these options provide a material right to the customer and if so, these options are considered performance obligations. The exercise of a material right is accounted for as a contract modification for accounting purposes. The Company recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) each performance obligation is satisfied at a point in time or over time, and if over time this is based on the use of an output or input method. For the three months ended March 31, 2024, the Company did not record any cumulative catch-up adjustments on its contracts with customers. During the three months ended March 31, 2024, the Company recorded $9.0 million in revenue that was included in deferred revenue as of December 31, 2023. Invoices issued as stipulated in contracts prior to revenue recognition are recorded as deferred revenue. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue within current liabilities in the accompanying condensed balance sheets. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as noncurrent deferred revenue. Amounts recognized as revenue, but not yet invoiced are generally recognized as contract assets in the other current assets line item in the accompanying condensed balance sheets. Milestone Payments – If an arrangement includes development and regulatory milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the Company’s or the licensee’s control, such as regulatory approvals, are not considered probable of being achieved until those approvals are received and therefore revenue recognized is constrained as management is unable to assert that a reversal of revenue would not be probable. The transaction price is then allocated to each performance obligation on a relative standalone selling price basis, for which the Company recognizes revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, the Company re-evaluates the probability of achievement of such development milestones and any related constraint, and, if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect collaboration revenues and earnings in the period of adjustment. Royalties – For arrangements that include sales-based royalties, including milestone payments based on a level of sales, which are the result of a customer-vendor relationship and for which the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation linked to some or all of the royalty has been satisfied or partially satisfied. To date, the Company has not recognized any royalty revenue resulting from any of its licensing arrangements. Significant Financing Component – In determining the transaction price, the Company adjusts consideration for the effects of the time value of money if the timing of payments provides the Company with a significant benefit of financing. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the licensees and the transfer of the promised goods or services to the licensees will be one year or less. The Company assessed each of its revenue arrangements in order to determine whether a significant financing component exists and concluded that a significant financing component does not exist in any of its arrangements. Collaborative Arrangements – The Company has entered into collaboration agreements, which are within the scope of ASC 606, to discover, develop, manufacture and commercialize product candidates. The terms of these agreements typically contain multiple promises or obligations, which may include: (1) licenses, or options to obtain licenses, to use the Company’s technology, (2) research and development activities to be performed on behalf of the collaboration partner, and (3) in certain cases, services in connection with the manufacturing of preclinical and clinical material. Payments the Company receives under these arrangements typically include one or more of the following: non-refundable, upfront license fees; option exercise fees; funding of research and/or development efforts; clinical and development, regulatory, and sales milestone payments; and royalties on future product sales. The Company analyzes its collaboration arrangements to assess whether the collaboration agreements are within the scope of ASC 808, Collaborative Arrangements (“ASC 808”) to determine whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities. This assessment is performed throughout the life of the arrangement based on changes in the responsibilities of all parties in the arrangement. For collaboration arrangements within the scope of ASC 808 that contain multiple elements, the Company first determines which elements of the collaboration are deemed to be within the scope of ASC 808 and those that are more reflective of a vendor-customer relationship and, therefore, are within the scope of ASC 606. For elements of collaboration arrangements that are accounted for pursuant to ASC 808, an appropriate recognition method is determined and applied consistently, generally by analogy to ASC 606. For those elements of the arrangement that are accounted for pursuant to ASC 606, the Company applies the five-step model described above. For additional discussion of accounting for collaboration revenues, see Note 6, Collaboration and License Agreements.
Derivative Financial Instruments	Derivative Financial Instruments On March 1, 2024, the Company entered into an Underwriting Agreement with Guggenheim Securities, LLC (the “Underwriting Agreement”), relating to the offering, issuance and sale (the “March 2024 Public Offering”) of (a) 2,500,000 shares of the Company’s common stock, par value $0.000005 per share, and (b) warrants to purchase up to an aggregate of 2,500,000 shares of the Company’s common stock. The warrants entitle the holders to purchase up to an aggregate of 2,500,000 shares of common stock and have a five-year term and an exercise price of $20.00 per share. Each warrant is exercisable immediately upon issuance, subject to certain limitations on beneficial ownership. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480, Distinguishing Liabilities from Equity (“ASC 480”), and ASC 815, Derivatives and Hedging (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, will be re-assessed at the end of each reporting period. The warrants issued in the March 2024 Public Offering were recognized as derivative warrant liabilities in accordance with ASC 815. Accordingly, the Company recognized the warrant instruments as liabilities at fair value and will remeasure the instruments to fair value at each balance sheet date, with changes in fair value recognized in in the Company’s condensed statements of operations, until exercised or expiration. The fair value of the warrants were initially estimated using a Black-Scholes option pricing model. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.

- Definition

Disclosure of accounting policy for revenue from contract with customer.

+ References

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+ Details

Share-Based Compensation - Summary of Activity of RSUs (Details) - Restricted Stock Units	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unvested RSUs, Beginning Balance \| shares	214,857
Forfeited \| shares	(110)
Vested \| shares	(46,861)
Unvested RSUs, Ending Balance \| shares	167,886
Weighted-Average Grant Date Fair Value, Beginning Balance \| $ / shares	$ 51.03
Weighted-Average Grant Date Fair Value, Forfeited \| $ / shares	52.74
Weighted-Average Grant Date Fair Value, Vested \| $ / shares	45.83
Weighted-Average Grant Date Fair Value, Ending Balance \| $ / shares	$ 52.47

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

Collaboration and License Agreements - Additional Information (Details) - USD ($)					1 Months Ended	3 Months Ended
	Jan. 07, 2024	Aug. 15, 2023	Jun. 14, 2022	Jan. 06, 2021	Jul. 31, 2022	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Collaboration and License Agreements [Line items]
Contract asset						$ 1,359,000
Revenue						17,584,000	$ 8,780,000
Deferred revenue						$ 2,406,000		$ 12,035,000
Common stock, shares issued						6,943,254		4,191,053
Prepaid expenses						$ 9,254,000		$ 5,977,000
Research and development						13,343,000	11,048,000
Revenue recorded included in deferred revenue						9,000,000
TG License
Collaboration and License Agreements [Line items]
Contract asset						1,400,000
Imugene
Collaboration and License Agreements [Line items]
Milestone payments to be received for additional targets		$ 206,000,000
Revenue						0	0
Cash received from sale of business		8,000,000
Aggregate principal amount		13,000,000
Imugene \| Maximum
Collaboration and License Agreements [Line items]
Milestone payments to be received for additional targets		$ 145,000,000
Research and Development Arrangement
Collaboration and License Agreements [Line items]
Percentage of premium over the volume-weighted-average-price of the company’s common stock	100.00%
Additional cash payment	$ 2,250,000
Initial milestone payment	7,500,000
Cash milestone payment	5,250,000
Research and Development Arrangement \| Current Liabilities
Collaboration and License Agreements [Line items]
Deferred revenue						1,300,000		7,400,000
Research and Development Arrangement \| Novartis Pharma AG
Collaboration and License Agreements [Line items]
Upfront cash payment			$ 50,000,000
Milestone payments to be received for additional targets			$ 1,400,000,000
Obligation to pay royalties expiry date			10 years
Transaction price from the Stock Purchase Agreement			$ 13,400,000
Revenue						4,500,000	5,900,000
Deferred revenue related to agreement						$ 28,100,000		32,400,000
Research and Development Arrangement \| Novartis Pharma AG \| Stock Purchase Agreement
Collaboration and License Agreements [Line items]
Upfront cash payment					$ 50,000,000
Sale of stock, number of shares issued in transaction			413,581
Aggregate purchase price			$ 25,000,000
Sale of stock, price per share			$ 60.3
Percentage of premium over the volume-weighted-average-price of the company’s common stock			20.00%
Upfront Compensation			$ 75,000,000
Equity upon the issuance of the shares			11,600,000
Transaction price allocated to the revenue arrangement			$ 63,400,000
Sale of stock, description of transaction						Pursuant to the Novartis Stock Purchase Agreement, subject to certain exceptions, Novartis may not sell the Novartis Shares without the Company’s approval for a period of two years following the Novartis Effective Date. In addition, for a period of two years following the Novartis Effective Date, Novartis and its affiliates may not (a) effect or otherwise participate in, directly or indirectly, any acquisition of any of our securities or material assets, any tender offer or exchange offer, merger or other business combination or change of control involving the Company, any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company, or any solicitation of proxies or consents to vote any of the Company’s securities or (b) act with any other person, or publicly disclose any intention, to do any of the foregoing. The Novartis Stock Purchase Agreement also contains customary representations, warranties, and covenants of both parties.
Research and Development Arrangement \| iECURE
Collaboration and License Agreements [Line items]
Carrying value of fair value						$ 0	800,000
Research and Development Arrangement \| TG License
Collaboration and License Agreements [Line items]
Upfront cash payment	10,000,000
Additional cash payment	$ 5,250,000
First additional cash payment date	Feb. 05, 2024
Additional cash payment	$ 2,250,000
Second additional cash payment date	Feb. 05, 2024
Sale of stock, number of shares issued in transaction	97,360
Sale of stock, price per share	$ 23.1
Percentage of premium over the volume-weighted-average-price of the company’s common stock	100.00%
Deferred cash payments	$ 2,500,000
Shares issued price per share	$ 11.166
Additional cash payment	$ 7,500,000
Percentage of value of each additional milestone payment	50.00%
Equity upon the issuance of the shares	$ 3,000,000
Milestone payments to be received for additional targets	3,000,000
Cash payable in exchange for the issuance of stock	10,000,000
Revenue						7,000,000
Deferred revenue related to agreement						900,000
Research and Development Arrangement \| TG License \| Maximum
Collaboration and License Agreements [Line items]
Milestone payments to be received for additional targets	$ 288,600,000
Research and Development Arrangement \| Prevail
Collaboration and License Agreements [Line items]
Upfront cash payment				$ 100,000,000
Milestone payments to be received for additional targets				420,000,000
Transaction price from the Stock Purchase Agreement				7,300,000
Revenue						4,500,000	$ 2,900,000
Deferred revenue related to agreement						48,200,000		52,700,000
Research and Development Arrangement \| Prevail \| Maximum
Collaboration and License Agreements [Line items]
Milestone payments to be received for additional targets				395,000,000
Research and Development Arrangement \| Prevail \| Minimum
Collaboration and License Agreements [Line items]
Milestone payments to be received for additional targets				390,000,000
Research and Development Arrangement \| Prevail \| Current Liabilities
Collaboration and License Agreements [Line items]
Deferred revenue						$ 200,000		$ 4,700,000
Research and Development Arrangement \| Prevail \| Stock Purchase Agreement
Collaboration and License Agreements [Line items]
Upfront Compensation				135,000,000
Equity upon the issuance of the shares				27,700,000
Transaction price allocated to the revenue arrangement				$ 107,300,000
Common stock, shares issued				125,406
Proceeds from offering of common stock, net of issuance costs				$ 35,000,000

Stockholders' Equity

3 Months Ended

Mar. 31, 2024

Stockholders' Equity Note [Abstract]

STOCKHOLDERS' EQUITY

NOTE 5: STOCKHOLDERS’ EQUITY

Capital Structure

As a result of the Reverse Stock Split, every 30 shares of the Company’s common stock issued or outstanding were automatically reclassified into one new share of common stock, subject to the treatment of fractional shares as described below, without any action on the part of the holders. The Reverse Stock Split did not affect the number of authorized shares of common stock or the par value of the common stock.

On March 1, 2024, the Company entered into the Underwriting Agreement relating to the March 2024 Public Offering of (a) 2,500,000 shares of the Company’s common stock, par value $0.000005 per share, and (b) warrants to purchase up to an aggregate of 2,500,000 shares of the Company’s common stock. The warrants entitle the holders to purchase up to an aggregate of 2,500,000 shares of common stock and have a five-year term and an exercise price of $20.00 per share. Each warrant is exercisable immediately upon issuance, subject to certain limitations on beneficial ownership. The price to the public in the March 2024 Public Offering was $16.00 per share of common stock and accompanying warrants, which resulted in $37.0 million of net proceeds to the Company after deducting the underwriting discount and offering expenses of $3.0 million.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Section 50
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Fair Value Measurements - Summary of Financial Assets Measured at Fair Value on Recurring Basis Using Significant Unobservable Inputs (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Balance December 31, 2023	$ 3,206
Investment, Type [Extensible Enumeration]	Investment In I E C U R E [Member]	Investment In I E C U R E [Member]
Balance March 31, 2024	$ 3,206
Assets Held for Sale
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Balance December 31, 2023	487
Assets sold	109
Balance March 31, 2024	$ 378

- Definition

Indicates type of investment. Includes, but is not limited to, common stock, preferred stock, convertible security, fixed income security, government security, option purchased, warrant, loan participation and assignment, commercial paper, bankers' acceptance, certificates of deposit, short-term security, repurchase agreement, and other investment company.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Warrants

3 Months Ended

Mar. 31, 2024

Warrants and Rights Note Disclosure [Abstract]

WARRANTS

NOTE 13: WARRANTS

The warrants issued in the March 2024 Public Offering are classified as a liability in accordance with ASC 815, since these warrants met the definition of a derivative instrument and did not qualify for equity classification. These warrant agreements include a fundamental transaction clause whereby, in the event that another person or entity becomes the beneficial owner of 50% of the outstanding shares of the Company's common stock, and if other conditions are met, the Company may be required to purchase the warrants from the holders by paying cash in an amount equal to the Black-Scholes value of the remaining unexercised portion of the warrants on the date of such fundamental transaction. This liability is subject to remeasurement at each balance sheet date until the warrants are exercised or expire, and any change in fair value is recognized in the Company’s condensed consolidated statements of operations.

The warrants were recorded at their fair value of $32.4 million at issuance based on the Black-Scholes option-pricing model. The following assumptions were used to estimate the fair value of the warrants at issuance:


Estimated dividend yield		0.00	%
Weighted-average expected stock price volatility		89.03	%
Weighted-average risk-free interest rate		4.17	%
Expected term (in years)		5.00
Weighted-average fair value per option	$	12.96

The fair value adjustment as of March 31, 2024 was $10.4 million using the Black-Scholes option-pricing model. As of March 31, 2024 all of the 2,500,000 warrants are outstanding. The Company estimated the fair value of the warrant liability using the following assumptions as of March 31, 2024:


Estimated dividend yield		0.00	%
Weighted-average expected stock price volatility		89.61	%
Weighted-average risk-free interest rate		4.22	%
Expected term (in years)		4.92
Weighted-average fair value per option	$	8.81

The following table summarizes the Company’s warrant liability (in thousands):


	Warrant Liability
Balance at January 1, 2024	$	—
Issuance of warrants		32,406
Change in fair value of warrant liability		(10,386	)
Balance at March 31, 2024	$	22,020

CONDENSED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 137,766	$ 116,678
Accounts receivable	390	901
Prepaid expenses	9,254	5,977
Convertible note receivable	11,553	11,897
Assets held for sale	378	487
Contract asset	1,359
Other current assets	128	419
Total current assets	160,828	136,359
Property, equipment, and software—net	5,286	6,338
Intangible assets—net	386	400
Right-of-use assets—net	7,979	8,263
Investment in equity securities	3,206	3,206
Note receivable—net	6,818	4,990
Other assets	238	225
Total assets	184,741	159,781
Current liabilities:
Accounts payable	1,136	2,968
Accrued compensation	1,220	4,978
Accrued research and development expenses	656	1,557
Deferred revenue	2,406	12,035
Loan payable-net	22,460	22,412
Lease liabilities	1,182	1,133
Other current liabilities	2,772	2,391
Current liabilities of discontinued operations	1,506	2,513
Total current liabilities	33,338	49,987
Deferred revenue	74,766	73,082
Lease liabilities	7,411	7,723
Warrant liability	22,020
Contract liabilities	10,000	10,000
Noncurrent liabilities of discontinued operations		128
Total liabilities	147,535	140,920
Commitments and contingencies (Note 4)
Stockholders’ equity:
Preferred stock, $0.0001 par value- 10,000,000 shares authorized as of March 31, 2024 and December 31, 2023; no shares issued and outstanding as of March 31, 2024 and December 31, 2023
Common stock; $0.000005 par value - 200,000,000 shares authorized as of March 31, 2024 and December 31,2023; 6,943,254 shares issued and 6,916,239 shares outstanding as of March 31, 2024; 4,191,053 shares issued and 4,164,038 shares outstanding as of December 31, 2023	1	1
Additional paid-in capital	519,200	509,443
Accumulated deficit	(481,043)	(489,631)
Treasury stock	(952)	(952)
Total stockholders’ equity	37,206	18,861
Total liabilities and stockholders’ equity	$ 184,741	$ 159,781

Subsequent Events

3 Months Ended

Mar. 31, 2024

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 14: SUBSEQUENT EVENTS

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Treasury Stock
Beginning balance at Dec. 31, 2022	$ 60,433	$ 1	$ 489,696	$ (428,312)	$ (952)
Beginning balance, Shares at Dec. 31, 2022		3,725,689
Stock option exercises	30		30
Stock option exercises, Shares		1,718
Issuance of common stock under employee stock purchase plan	266		266
Issuance of common stock under employee stock purchase plan, Shares		9,303
Share-based compensation expense	4,092		4,092
Proceeds from issuance of common stock, net of issuance cost	416		416
Proceeds from issuance of common stock, net of issuance cost, Shares		18,012
Restricted stock units vested, Shares		16,717
Net loss	(25,060)			(25,060)
Ending balance at Mar. 31, 2023	40,177	$ 1	494,500	(453,372)	(952)
Ending balance, Shares at Mar. 31, 2023		3,771,439
Beginning balance at Dec. 31, 2023	$ 18,861	$ 1	509,443	(489,631)	(952)
Beginning balance, Shares at Dec. 31, 2023	4,191,053	4,191,053
Stock option exercises, Shares	0
Issuance of common stock under employee stock purchase plan	$ 112		112
Issuance of common stock under employee stock purchase plan, Shares		9,037
Share-based compensation expense	2,906		2,906
Proceeds from issuance of common stock to collaboration partners and licensees	905		905
Proceeds from issuance of common stock to collaboration partners and licensees, Shares		97,360
Proceeds from issuance of common stock and warrants through underwritten offering, net of issuance cost	4,610		4,610
Proceeds from issuance of common stock and warrants through underwritten offering, net of issuance cost, Shares		2,500,000
Proceeds from issuance of common stock through ATM facility, net of issuance cost	1,224		1,224
Proceeds from issuance of common stock through ATM facility, net of issuance cost, Shares		98,943
Restricted stock units vested, Shares		46,861
Net loss	8,588			8,588
Ending balance at Mar. 31, 2024	$ 37,206	$ 1	$ 519,200	$ (481,043)	$ (952)
Ending balance, Shares at Mar. 31, 2024	6,943,254	6,943,254

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2024	May 03, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Entity Registrant Name	PRECISION BIOSCIENCES INC
Entity Central Index Key	0001357874
Trading Symbol	DTIL
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Common Stock, Shares Outstanding		6,925,598
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Shell Company	false
Entity Ex Transition Period	false
Entity File Number	001-38841
Entity Tax Identification Number	20-4206017
Entity Address, Address Line One	302 East Pettigrew St.
Entity Address, Address Line Two	Suite A-100
Entity Address, City or Town	Durham
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	27701
City Area Code	919
Local Phone Number	314-5512
Title of 12(b) Security	Common Stock, par value $0.000005 per share
Security Exchange Name	NASDAQ
Entity Incorporation, State or Country Code	DE
Document Quarterly Report	true
Document Transition Report	false

Earnings Per Share - Schedule Of Basic And Diluted Net Loss Per Share Attributable To Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Earnings Per Share [Abstract]
Income (loss) from continuing operations (in thousands)	$ 8,588	$ (13,950)
Loss from discontinued operations (in thousands)		(11,110)
Net income (loss)	$ 8,588	$ (25,060)
Basic weighted-average common shares	5,060,978	3,709,894
Dilutive impact of share-based awards	2,428
Diluted weighted-average common shares	5,063,406	3,709,894
Basic net income (loss) per share:
Basic income (loss) from continuing operations	$ 1.7	$ (3.76)
Basic loss from discontinued operations		(2.99)
Net income (loss) per share - Basic	1.7	(6.75)
Diluted net income (loss) per share:
Diluted income (loss) from continuing operations	1.7	(3.76)
Diluted loss from discontinued operations		(2.99)
Net income (loss) per share - Diluted	$ 1.7	$ (6.75)

Description of Business and Summary of Significant Accounting Policies - Additional Information (Details)			3 Months Ended
	Mar. 01, 2024 $ / shares shares	Feb. 13, 2024	Mar. 31, 2024 USD ($) $ / shares shares	Dec. 31, 2023 $ / shares shares
Description Of Business And Summary Of Significant Accounting Policies [Line Items]
Date of incorporation			Jan. 26, 2006
Stock split, conversion ratio		30
Cumulative catch-up adjustments \| $			$ 0
Revenue recorded included in deferred revenue \| $			$ 9,000,000
Common stock, par value \| $ / shares			$ 0.000005	$ 0.000005
Common stock, shares issued			6,943,254	4,191,053
Underwriting Agreement \| March 2024 Public Offering
Description Of Business And Summary Of Significant Accounting Policies [Line Items]
Number of shares issued	2,500,000
Common stock, par value \| $ / shares	$ 0.000005
Common stock, shares issued	2,500,000
Warrants expire year	5 years
Exercise price per share \| $ / shares	$ 20
Underwriting Agreement \| March 2024 Public Offering \| Maximum
Description Of Business And Summary Of Significant Accounting Policies [Line Items]
Warrants to purchase common stock	2,500,000

Warrants - Schedule of Estimated Fair Value of Warrants (Details)	Mar. 31, 2024	Mar. 01, 2024
Estimated Dividend Yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants assumptions	0	0
Weighted-Average Expected Stock Price Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants assumptions	89.61	89.03
Weighted-Average Risk-Free Interest Rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants assumptions	4.22	4.17
Expected Term (in years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants assumptions	4.92	5
Weighted-Average Fair Value Per Option
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants assumptions	8.81	12.96

Income Taxes - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Mar. 31, 2024
Income Tax Disclosure [Line Items]
Uncertain tax positions		$ 0
Forecast
Income Tax Disclosure [Line Items]
Effective income tax rate	0.00%

Segment Reporting

3 Months Ended

Mar. 31, 2024

Segment Reporting [Abstract]

SEGMENT REPORTING

NOTE 12: SEGMENT REPORTING

The Company has determined that the Chief Executive Officer (“CEO”) is the Company’s chief operating decision maker (“CODM”) as the CEO makes decisions as it relates to allocation of resources and key market strategies. The CODM reviews financial information presented on an aggregated basis. Additionally, resource allocation and key market strategy decisions are made by the CODM based on aggregated results. As such, it was concluded that the Company operates as one segment.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

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+ Details

Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Lease Payments under Non-Cancelable Leases

Future lease payments under non-cancelable operating leases with terms of greater than one year as of March 31, 2024, were as follows:


(in thousands)	March 31, 2024
2024 (excluding the three months ended March 31, 2024)	$	1,426
2025		1,962
2026		2,019
2027		2,078
2028		2,140
2029 and beyond		1,269
Total lease payments		10,894
Less: imputed interest		2,301
Total operating lease liabilities	$	8,593

Components of Lease Expense

The elements of lease expense were as follows:


	For the Three Months Ended March 31,
(in thousands)	2024			2023
Lease Cost
Operating lease cost	$	483		$	412
Short-term lease cost	189			184
Variable lease cost		81			244
Sublease income		(102	)	—
Total Lease Cost	$	651		$	840

Other Information
Operating cash flows used for operating leases		462			572
Operating right-of-use assets obtained in exchange for lease obligations	—			—
Operating lease liabilities arising from obtaining right-of-use assets	—			—

Operating Leases
Weighted-average remaining lease term (in years)		5.3			2.8

Operating Leases
Weighted-average discount rate		9.2	%		7.7	%

Commitments and Contingencies - Additional Information (Details) - USD ($)		3 Months Ended
	Oct. 16, 2023	Mar. 31, 2024	Dec. 31, 2023
Commitments And Contingencies [Line Items]
Additional extension of lease period	5 years
Operating lease, option to extend	true
Additional lease start date	Aug. 01, 2024
Additional lease expiration date	Jul. 31, 2029
Contingent liability for aggregate minimum lease payments		$ 5,400,000
Contract Liabilities
Commitments And Contingencies [Line Items]
Contract liabilities		$ 10,000,000	$ 10,000,000
Supply Agreements
Commitments And Contingencies [Line Items]
Agreement termination notice period		1 year
Imugene
Commitments And Contingencies [Line Items]
Lease expiration date		Aug. 31, 2027
Guarantor contract liability		$ 0

Warrants (Tables)

3 Months Ended

Mar. 31, 2024

Warrants and Rights Note Disclosure [Abstract]

Schedule of Estimated Fair Value of Warrants

The following assumptions were used to estimate the fair value of the warrants at issuance:


Estimated dividend yield		0.00	%
Weighted-average expected stock price volatility		89.03	%
Weighted-average risk-free interest rate		4.17	%
Expected term (in years)		5.00
Weighted-average fair value per option	$	12.96

The Company estimated the fair value of the warrant liability using the following assumptions as of March 31, 2024:


Estimated dividend yield		0.00	%
Weighted-average expected stock price volatility		89.61	%
Weighted-average risk-free interest rate		4.22	%
Expected term (in years)		4.92
Weighted-average fair value per option	$	8.81

Summary of Warrant Liability

The following table summarizes the Company’s warrant liability (in thousands):


	Warrant Liability
Balance at January 1, 2024	$	—
Issuance of warrants		32,406
Change in fair value of warrant liability		(10,386	)
Balance at March 31, 2024	$	22,020

Earnings Per Share

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

EARNINGS PER SHARE

NOTE 11: EARNINGS PER SHARE

The Company calculates basic net income (loss) per share by dividing net loss for each respective period by the weighted-average number of common shares outstanding for each respective period. The Company computes diluted net income (loss) per share after giving consideration to the dilutive effect of unvested RSUs, stock options, unsettled ESPP contributions, and warrants that are outstanding during the period, except where such securities would be anti-dilutive.

The computations of basic and diluted net loss per share attributable to common stockholders are as follows:


	Three Months Ended March 31,
	2024		2023
Income (loss) from continuing operations (in thousands)	$	8,588	$	(13,950	)
Loss from discontinued operations (in thousands)	$	—	$	(11,110	)
Net income (loss) (in thousands)	$	8,588	$	(25,060	)

Basic weighted-average common shares		5,060,978		3,709,894
Dilutive impact of share-based awards		2,428		—
Diluted weighted-average common shares (1)		5,063,406		3,709,894

Basic net income (loss) per share:
Basic income (loss) from continuing operations		1.70		(3.76	)
Basic loss from discontinued operations	—			(2.99	)
Basic net income (loss) per share		1.70		(6.75	)

Diluted net income (loss) per share:
Diluted income (loss) from continuing operations		1.70		(3.76	)
Diluted loss from discontinued operations	—			(2.99	)
Diluted net income (loss) per share		1.70		(6.75	)

Stockholders' Equity - Additional Information (Details) $ / shares in Units, $ in Millions	Mar. 01, 2024 USD ($) $ / shares shares	Feb. 13, 2024 shares	Mar. 31, 2024 $ / shares shares	Dec. 31, 2023 $ / shares shares
Class of Stock [Line Items]
Stock split, conversion ratio		30
Common stock, par value \| $ / shares			$ 0.000005	$ 0.000005
Common stock, shares issued			6,943,254	4,191,053
Underwriting Agreement \| March 2024 Public Offering
Class of Stock [Line Items]
Number of shares issued	2,500,000
Common stock, par value \| $ / shares	$ 0.000005
Common stock, shares issued	2,500,000
Warrants expire year	5 years
Exercise price per share \| $ / shares	$ 20
Shares issued price per share \| $ / shares	$ 16
Proceeds from stock plans \| $	$ 37.0
Offering expense \| $	$ 3.0
Underwriting Agreement \| March 2024 Public Offering \| Maximum
Class of Stock [Line Items]
Warrants to purchase common stock	2,500,000
Reverse Stock Split
Class of Stock [Line Items]
Number of shares issued		30

CONDENSED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.000005	$ 0.000005
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	6,943,254	4,191,053
Common stock, shares outstanding	6,916,239	4,164,038

Description of Business and Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 1: DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

Precision BioSciences, Inc. (the “Company”) was incorporated on January 26, 2006 under the laws of the State of Delaware and is based in Durham, North Carolina. The Company is a gene editing company dedicated to improving life by developing in vivo therapies for genetic and infectious diseases with the application of the Company’s wholly-owned proprietary ARCUS genome editing platform.

Since its inception, the Company has devoted substantially all of its efforts to research and development activities, recruiting skilled personnel, establishing its intellectual property portfolio and providing general and administrative support for these operations. The Company is subject to a number of risks similar to those of other companies conducting early-stage research and development of product candidates. Principal among these risks are dependence on key individuals and intellectual property, competition from other products and companies, and the technical risks associated with the successful research, development and clinical manufacturing of its product candidates. The Company’s success is dependent upon its ability to continue to raise additional capital in order to fund ongoing research and development, obtain regulatory approval of its products, successfully commercialize its products, generate revenue, meet its obligations, and, ultimately, attain profitable operations.

Unaudited Interim Financial Information

The accompanying unaudited condensed financial statements and notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in the annual financial statements, prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”), have been condensed or omitted pursuant to those rules and regulations. These unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 27, 2024.

The unaudited condensed financial statements have been prepared on the same basis as the audited financial statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair presentation of the Company’s condensed financial position as of March 31, 2024 and condensed results of operations for the three months ended March 31, 2024 and 2023 and the condensed cash flows for the three months ended March 31, 2024 and 2023, have been made. The Company’s condensed results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2024.

Discontinued Operations

In August 2023, the Company announced its strategic decision to operate as a single platform company focused exclusively on developing in vivo gene editing therapies with the completion of the sale of its chimeric antigen receptor (“CAR”) T infrastructure to Imugene Limited, an Australian corporation (“Imugene Limited”), and its wholly-owned subsidiary Imugene (USA) Inc. (“Imugene US”), a Nevada corporation (collectively, “Imugene”). Additionally, the Company licensed its lead allogeneic CAR T candidate for cancer, azercabtagene zapreleucel (“azer-cel”), to Imugene.

Accordingly, the accompanying condensed financial statements have been recast for all periods presented to reflect the assets, liabilities and expenses related to the Company’s CAR T programs as discontinued operations (see Note 8, Discontinued Operations). The accompanying condensed financial statements are generally presented in conformity with the Company’s historical format.

Reverse Stock Split

On February 13, 2024, the Company amended its amended and restated certificate of incorporation in order to effect a 1-for-30 reverse stock split of its outstanding shares of capital stock (the “Reverse Stock Split”). As a result of the Reverse Stock Split, every 30 shares of the Company’s common stock issued or outstanding were automatically reclassified into one new share of common stock, subject to the treatment of fractional shares as described below, without any action on the part of the holders. All historical share and per-share amounts reflected throughout the accompanying consolidated financial statements and other financial information in this Quarterly Report on Form 10-Q have been retroactively adjusted to reflect the Reverse Stock Split as if the split occurred as of the earliest period presented. The Reverse Stock Split did not affect the number of authorized shares of common stock or the par value of the common stock. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who would otherwise have been entitled to receive fractional shares as a result of the Reverse Stock Split were entitled to a cash payment in lieu thereof at a price equal to the fraction to which the stockholder would otherwise be entitled multiplied by the closing sales price per share of the common stock (as adjusted to give effect to the Reverse Stock Split) on The Nasdaq Capital Market on February 13, 2024, the last trading day immediately preceding the effective time of the Reverse Stock Split.

Summary of Significant Accounting Policies

The Company’s complete listing of significant accounting policies is set forth in Note 1, Description of Business and Summary of Significant Accounting Policies, to the Notes to Condensed Financial Statements on its Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Revenue Recognition for Contracts with Customers

The Company’s revenues are generated primarily through collaborative research, license, development and commercialization agreements.

ASC 606, Revenue from Contracts with Customers (“ASC 606”) applies to all contracts with customers, except for contracts that are within the scope of other standards. Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the 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 entity satisfies a performance obligation.

At contract inception, once the contract is determined to be within the scope of ASC 606, the Company evaluates the performance obligations promised in the contract that are based on goods and services that will be transferred to the customer and determines whether those obligations are both (i) capable of being distinct and (ii) distinct in the context of the contract. Goods or services that meet these criteria are considered distinct performance obligations. If both these criteria are not met, the goods and services are combined into a single performance obligation. 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. Arrangements that include rights to additional goods or services that are exercisable at a customer’s discretion are generally considered options. The Company assesses if these options provide a material right to the customer and if so, these options are considered performance obligations. The exercise of a material right is accounted for as a contract modification for accounting purposes.

The Company recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) each performance obligation is satisfied at a point in time or over time, and if over time this is based on the use of an output or input method. For the three months ended March 31, 2024, the Company did not record any cumulative catch-up adjustments on its contracts with customers. During the three months ended March 31, 2024, the Company recorded $9.0 million in revenue that was included in deferred revenue as of December 31, 2023.

Invoices issued as stipulated in contracts prior to revenue recognition are recorded as deferred revenue. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue within current liabilities in the accompanying condensed balance sheets. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as noncurrent deferred

revenue. Amounts recognized as revenue, but not yet invoiced are generally recognized as contract assets in the other current assets line item in the accompanying condensed balance sheets.

Milestone Payments – If an arrangement includes development and regulatory milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the Company’s or the licensee’s control, such as regulatory approvals, are not considered probable of being achieved until those approvals are received and therefore revenue recognized is constrained as management is unable to assert that a reversal of revenue would not be probable. The transaction price is then allocated to each performance obligation on a relative standalone selling price basis, for which the Company recognizes revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, the Company re-evaluates the probability of achievement of such development milestones and any related constraint, and, if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect collaboration revenues and earnings in the period of adjustment.

Royalties – For arrangements that include sales-based royalties, including milestone payments based on a level of sales, which are the result of a customer-vendor relationship and for which the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation linked to some or all of the royalty has been satisfied or partially satisfied. To date, the Company has not recognized any royalty revenue resulting from any of its licensing arrangements.

Significant Financing Component – In determining the transaction price, the Company adjusts consideration for the effects of the time value of money if the timing of payments provides the Company with a significant benefit of financing. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the licensees and the transfer of the promised goods or services to the licensees will be one year or less. The Company assessed each of its revenue arrangements in order to determine whether a significant financing component exists and concluded that a significant financing component does not exist in any of its arrangements.

Collaborative Arrangements – The Company has entered into collaboration agreements, which are within the scope of ASC 606, to discover, develop, manufacture and commercialize product candidates. The terms of these agreements typically contain multiple promises or obligations, which may include: (1) licenses, or options to obtain licenses, to use the Company’s technology, (2) research and development activities to be performed on behalf of the collaboration partner, and (3) in certain cases, services in connection with the manufacturing of preclinical and clinical material. Payments the Company receives under these arrangements typically include one or more of the following: non-refundable, upfront license fees; option exercise fees; funding of research and/or development efforts; clinical and development, regulatory, and sales milestone payments; and royalties on future product sales.

The Company analyzes its collaboration arrangements to assess whether the collaboration agreements are within the scope of ASC 808, Collaborative Arrangements (“ASC 808”) to determine whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities. This assessment is performed throughout the life of the arrangement based on changes in the responsibilities of all parties in the arrangement. For collaboration arrangements within the scope of ASC 808 that contain multiple elements, the Company first determines which elements of the collaboration are deemed to be within the scope of ASC 808 and those that are more reflective of a vendor-customer relationship and, therefore, are within the scope of ASC 606. For elements of collaboration arrangements that are accounted for pursuant to ASC 808, an appropriate recognition method is determined and applied consistently, generally by analogy to ASC 606. For those elements of the arrangement that are accounted for pursuant to ASC 606, the Company applies the five-step model described above.

For additional discussion of accounting for collaboration revenues, see Note 6, Collaboration and License Agreements.

Derivative Financial Instruments

On March 1, 2024, the Company entered into an Underwriting Agreement with Guggenheim Securities, LLC (the “Underwriting Agreement”), relating to the offering, issuance and sale (the “March 2024 Public Offering”) of (a) 2,500,000 shares of the Company’s common stock, par value $0.000005 per share, and (b) warrants to purchase up to an aggregate of 2,500,000 shares of the Company’s common stock. The warrants entitle the holders to purchase up to

an aggregate of 2,500,000 shares of common stock and have a five-year term and an exercise price of $20.00 per share. Each warrant is exercisable immediately upon issuance, subject to certain limitations on beneficial ownership.

The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480, Distinguishing Liabilities from Equity (“ASC 480”), and ASC 815, Derivatives and Hedging (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, will be re-assessed at the end of each reporting period.

The warrants issued in the March 2024 Public Offering were recognized as derivative warrant liabilities in accordance with ASC 815. Accordingly, the Company recognized the warrant instruments as liabilities at fair value and will remeasure the instruments to fair value at each balance sheet date, with changes in fair value recognized in in the Company’s condensed statements of operations, until exercised or expiration. The fair value of the warrants were initially estimated using a Black-Scholes option pricing model. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.

Income Taxes

3 Months Ended

Mar. 31, 2024

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 10: Income Taxes

The Company estimates an annual effective tax rate of 0% for the year ending December 31, 2024. While the Company had net income under GAAP for the three months ended March 31, 2024, it is still operating at a taxable loss for such period and is forecasting additional losses through the remainder of the year ending December 31, 2024, resulting in an estimated net loss for both financial statement and tax purposes for the year ending December 31, 2024. Therefore, no federal or state income taxes are expected and none have been recorded at this time. Income taxes have been accounted for using the liability method.

Due to the Company’s history of losses since inception, there is not enough evidence at this time to support that the Company will generate future income of a sufficient amount and nature to utilize the benefits of its net deferred tax assets. Accordingly, the deferred tax assets have been reduced by a full valuation allowance, since the Company does not currently believe that realization of its deferred tax assets is more likely than not.

As of March 31, 2024, the Company had no uncertain tax positions that required the establishment of a reserve.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Share-Based Compensation - Additional Information (Details) - USD ($)		3 Months Ended
	Mar. 12, 2019	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Options outstanding		335,063		349,662
Share based compensation expense		$ 2,906,000	$ 4,092,000
Stock options exercised		0
Unrecognized compensation cost		$ 13,600,000
Weighted-average period for recognition of compensation cost		1 year 7 months 6 days
Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Intrinsic value of Stock options exercised			100,000
Restricted Stock Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
RSU outstanding		167,886		214,857
ESPP \| Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share based compensation expense		$ 100,000	$ 100,000
2015 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Options outstanding		29,935
Remaining shares available to be granted		0
2019 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Options outstanding		204,588
Number of shares available for issuance	158,333	534,177
Number of shares available to be issued		302,633
Allowed annual percentage increase in shares authorized as percentage of outstanding shares of common stock	4.00%
2019 Plan \| Restricted Stock Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
RSU outstanding		167,886
2019 ESPP
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Remaining shares available to be granted		108,926
Allowed annual percentage increase in shares authorized as percentage of outstanding shares of common stock	1.00%
Increase in common stock available for issuance		133,543
Purchase of common stock through payroll deductions expressed in percentage of fair market value	85.00%
Total number of shares issued under 2019 ESPP		42,117
2019 ESPP \| Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Remaining shares available to be granted	17,500
Inducement Award Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Options outstanding		100,540
Number of shares available for issuance		192,006
Inducement Award Plan \| Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Maximum shares allowed to be issued under ESPP		300,000
Inducement Award Plan \| Restricted Stock Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
RSU outstanding		0