0000950170-23-039076 | 10-Q | XBRL Viewer

Income Taxes - Summary of Components of Expense for (Benefit) from Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Tax Disclosure [Abstract]
U.S. federal	$ 1,544	$ 221	$ 1,451	$ 50
U.S. state	637	71	601	19
Total current income tax benefit	2,181	292	2,052	69
U.S. federal	(486)	(114)	(718)	124
U.S. state	(201)	(47)	(297)	52
Total deferred income tax expense (benefit)	(687)	(161)	(1,015)	176
Total income tax expense (benefit)	$ 1,494	$ 131	$ 1,037	$ 245

- Definition

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

+ References + Details

Commitments and Contingencies	6 Months Ended
Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	6. Commitments and Contingencies Litigation On August 19, 2022, Kymab Limited, a subsidiary of Sanofi, filed a notice of opposition against the Company's EP3456190 patent (the "'190 patent"), entitled "Antibody Producing Transgenic Murine Animal," in the European Opposition Division of the European Patent Office (the "EPO"). The notice asserted, as applicable, the '190 patent is contrary to the provision of Article 123(2) EPC, Article 75(1) EPC and Article 100(c) EPC, and alleges the '190 patent lacks novelty and/or is obvious contrary to the provisions of Articles 54 and/or 56 EPC, and Article 100(a) EPC, and that the specification of the '190 patent does not provide sufficient disclosure of the subject matter of the inventions contravening Article 83 EPC and Article 100(b). On January 17, 2023, the Company timely filed a response before the European Opposition Division of the EPO contesting each of these assertions, with further oral proceedings scheduled to follow on January 18, 2024. On June 2, 2023, the European Opposition Division issued a non-binding preliminary decision finding the claims as granted in the '190 patent mostly fulfills the requirements of Art. 123(2) and Art. 76(1), that the opponent has failed to provide serious doubts substantiated by verifiable facts in support of an allegation that the '190 patent claims lack sufficiency of disclosure under Art. 100(b) and Art. 83, and that further issues of claim construction, novelty and inventive step are to be discussed during the oral proceedings. From time to time, the Company may be involved in various other claims and legal proceedings relating to claims arising out of the Company’s operations. The Company is not currently a party to any material legal proceedings.

Commitments and Contingencies

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

6. Commitments and Contingencies

Litigation

On August 19, 2022, Kymab Limited, a subsidiary of Sanofi, filed a notice of opposition against the Company's EP3456190 patent (the "'190 patent"), entitled "Antibody Producing Transgenic Murine Animal," in the European Opposition Division of the European Patent Office (the "EPO"). The notice asserted, as applicable, the '190 patent is contrary to the provision of Article 123(2) EPC, Article 75(1) EPC and Article 100(c) EPC, and alleges the '190 patent lacks novelty and/or is obvious contrary to the provisions of Articles 54 and/or 56 EPC, and Article 100(a) EPC, and that the specification of the '190 patent does not provide sufficient disclosure of the subject matter of the inventions contravening Article 83 EPC and Article 100(b). On January 17, 2023, the Company timely filed a response before the European Opposition Division of the EPO contesting each of these assertions, with further oral proceedings scheduled to follow on January 18, 2024. On June 2, 2023, the European Opposition Division issued a non-binding preliminary decision finding the claims as granted in the '190 patent mostly fulfills the requirements of Art. 123(2) and Art. 76(1), that the opponent has failed to provide serious doubts substantiated by verifiable facts in support of an allegation that the '190 patent claims lack sufficiency of disclosure under Art. 100(b) and Art. 83, and that further issues of claim construction, novelty and inventive step are to be discussed during the oral proceedings.

From time to time, the Company may be involved in various other claims and legal proceedings relating to claims arising out of the Company’s operations. The Company is not currently a party to any material legal proceedings.

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ (32,033)	$ (39,741)	$ (5,714)	$ (18,893)	$ (71,774)	$ (24,607)

- Definition

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

+ References

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+ Details

Subsequent Events - Additional Information (Details) $ in Millions	1 Months Ended
	Jul. 31, 2023 USD ($)
Subsequent Events \| Incyte
Subsequent Event [Line Items]
Milestone achieved recognized	$ 2.5

Income Taxes - Additional Information (Details) - Dutch Tax Law € in Millions	6 Months Ended
	Jun. 30, 2023 EUR (€)
Income Tax Disclosure [Line Items]
Taxable income that exceeds €1.0 million, percentage	50.00%
Maximum
Income Tax Disclosure [Line Items]
Future taxable income offset limit	€ 1.0
Minimum
Income Tax Disclosure [Line Items]
Future taxable income exceeding limit	€ 1.0

Collaborations - Summary of Company's Collaboration Arrangements Earned in Period to Be Billed and Collected in Next Period (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Operating expenses:
Research and development	$ 28,298	$ 31,096	$ 63,163	$ 58,071
General and administrative	16,063	12,695	31,449	24,448
Total operating expenses	44,361	43,791	94,612	82,519
Incyte
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Upfront payments	4,325	4,230	8,541	8,632
Reimbursement revenue	1,335	2,250	2,701	4,214
Milestones	0	0	0	0
Other	0	0	0	0
Total collaboration revenue	5,660	7,480	13,743	13,846
Operating expenses:
Research and development	0	0	24	550
General and administrative	0	0	0	0
Total operating expenses	0	182	24	550
Revenue recognized in the period	4,325	4,230	8,541	8,632
Lilly
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Upfront payments	3,305	4,147	7,481	8,185
Reimbursement revenue	1,505	1,057	2,696	2,036
Milestones	0	0	0	0
Other	0	0	0	0
Total collaboration revenue	4,810	5,204	10,177	10,221
Operating expenses:
Research and development	0	0	0	0
General and administrative	0	0	0	0
Total operating expenses	0	0	0	0
Revenue recognized in the period	3,305	4,147	7,481	8,185
Other
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Upfront payments	0	0	0	222
Reimbursement revenue	0	0	0	0
Milestones	0	0	0	0
Other	6	0	0	0
Total collaboration revenue	6	0	0	0
Operating expenses:
Research and development	0	0	0	0
General and administrative	0	0	0	0
Total operating expenses	0	0	0	0
Revenue recognized in the period	0	0	0	222
Collaboration Agreement
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Upfront payments	7,630	8,377	16,022	17,039
Reimbursement revenue	2,840	3,307	5,397	6,250
Milestones	0	0	0	0
Other	6	0	0	0
Total collaboration revenue	10,476	12,684	23,975	24,339
Operating expenses:
Research and development	0	182	24	550
General and administrative	0	0	0	0
Total operating expenses	0	182	24	550
Revenue recognized in the period	$ 7,630	$ 8,377	$ 16,022	$ 17,039

Collaborations

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Collaborations

8. Collaborations

Lilly

On January 18, 2021, Eli Lilly and Company (“Lilly”) agreed to pay the Company a $40.0 million, non-refundable upfront payment, and purchased 706,834 common shares at a stated price per share of $28.295, for an aggregate purchase price of $20.0 million. The Company and Lilly agreed to collaborate with respect to the discovery and research of bispecific antibodies utilizing the Company’s proprietary Biclonics® bispecific technology platform. The collaboration encompasses up to three (3) independent programs directed to the generation of T-cell re-directing bispecific antibodies that bind CD3 and a tumor associated antigen target selected by Lilly to be the subject of each program.

The objective of each program is to develop a lead compound that Lilly would be able to continue to develop through clinical trials. Lilly agreed to fund the research activities the Company conducts for each program under an agreed research plan and budget. Lilly receives an exclusive, worldwide, royalty-bearing, sublicensable license, under certain patent rights and know-how to exploit certain compounds and products directed to designated targets in combination with targeting CD3, or directed to such designated target(s) alone as a monospecific antibody or monospecific antibody drug conjugate, subject to rights granted by Merus to third parties under one or more existing third party agreements. Merus retains all rights not granted to Lilly. Lilly has certain rights to replace selected targets, including the right to substitute a target selection after initial selection for a period of time. The Company may be entitled to further milestones and royalties in the future dependent on development and commercialization of any resulting product.

The initial term of the arrangement includes a three-year research term for the Company to perform research and development activities, subject to two extension terms of six months at Lilly’s discretion. While the arrangement may be terminated in its entirety or on a program-by-program basis at will by Lilly, there are no direct costs or penalties to Lilly to terminate the arrangement prior to the end of the initial term.

At inception of the arrangement, the Company identified a single performance obligation comprised of a combined delivery of a license and related activities, including research activities associated with a product candidate against the first target and the activities of the joint steering committee. The Company also identified two other combined performance obligations relating to options exercisable by Lilly to select a second and third target to advance a second and third product candidate against the selected targets through discovery and research.

The transaction price at inception was comprised of fixed consideration of $43.5 million that was derived from the $40.0 million upfront payment and $20.0 million share purchase proceeds, net of the fair value of shares of the shares delivered to Lilly of $16.5 million, and variable consideration associated with the funding of research services for the product candidate against the first target at inception. All other consideration under the arrangement was determined to be variable consideration and fully constrained at inception.

The fixed consideration was allocated equally amongst the three performance obligations and the variable consideration associated with each target was allocated to the performance obligation of each respective target. The equal allocation of the fixed consideration was based on the estimated standalone selling price of each performance obligation as each was materially the same.

On February 12, 2021, the Company and Lilly completed the initial exchange of fixed consideration and transfer of common shares. The Company initially deferred $43.5 million allocated to the performance obligations to be recognized as revenue over time using a cost-to-cost measure of progress toward the development of a lead compound for each respective target, anticipated to be recognized as revenue within the initial research term, along with research funding. Development milestones, commercialization milestones and royalties are variable consideration, fully constrained, to be included in the transaction price for each performance obligation and recognized in future periods in accordance with the Company’s revenue recognition policy. The revenue recognized relating to each combined performance obligation is presented in the notes according to the source of consideration received (upfront, reimbursement revenue, milestone), reflective of their differing timing of receipt.

During the year ended December 31, 2022, Lilly substituted one of the target programs. The program timeline is expected to extend beyond the original research term. Under the current research plan, for the program to be completed in collaboration with Merus, Lilly would be required to extend the research term to 2025, subject to its discretion. The fee associated with an extension into 2025 is $0.5 million. As a result, the Company increased the transaction price for one of the programs by $0.5 million.

As of June 30, 2023, research activities were on-going, and no milestones have been achieved.

Incyte

On January 23, 2017, the Company completed the sale of shares and exchange of a license with Incyte Corporation (“Incyte”). The Company initially deferred $152.6 million of the transaction price allocated to the license and related performance obligation as deferred revenue, to be recognized as revenue over time as the primary benefit of the license to Incyte is access to the Company’s intellectual property covering its Biclonics® technology platform for the generation of potential product candidates. Development milestones, commercialization milestones and royalties are variable consideration, fully constrained, to be recognized in future periods in accordance with the Company’s revenue recognition policy. Cost reimbursements for research services are recognized as they are performed over time as these are considered a separate performance obligation.

In January 2022, the Company announced that Incyte elected to opt-out of its ex-U.S. development of MCLA-145, from the parties joint collaboration agreement executed in 2017. At inception of the collaboration, for the designated product candidate (MCLA-145), the Company retained the exclusive right to develop and commercialize products and product candidates in the United States, while Incyte obtained the exclusive right to develop and commercialize products and product candidates arising from such program outside the United States. For MCLA-145, the parties conducted and shared equally the costs of mutually agreed global development activities. Incyte’s opt-out of ex-U.S. rights to MCLA-145 provides the Company the exclusive right to develop and commercialize potential MCLA-145 products globally. Under the collaboration, Incyte continued to support the program for a limited time while ex-U.S. activities transitioned to the Company. Incyte will retain a right to a residual royalty of up to 4% on sales of future commercialization of MCLA-145, if approved.

During the three months ended March 31, 2023, the Company recognized a $2.5 million milestone from Incyte related to the initiation of a Phase 1 study with respect to a novel target pair program. There were no development or commercialization milestones achieved during the three months ended June 30, 2023.

Ono

In April 2014, the Company granted Ono Pharmaceutical Co., Ltd. (“Ono”) an exclusive, worldwide, royalty-bearing license, with the right to sublicense, research, test, make, use and market a limited number of bispecific antibody candidates based on the Company’s Biclonics® technology platform against two undisclosed targets directed to a particular undisclosed target combination.

On March 14, 2018, the Company granted Ono an exclusive, worldwide, royalty-bearing license, with the right to sublicense, research, test, make, use and market a limited number of bispecific antibody candidates based on the Company’s Biclonics® technology platform against two undisclosed targets directed to a particular undisclosed target combination. Ono agreed to pay the Company an upfront, non-refundable payment of €0.7 million. In addition, the Company was entitled to €0.3 million intended to compensate the Company for research services already completed upon entering into the agreement, and €0.2 million to be paid to the Company over time for full-time equivalent funding. The Company is entitled to research and development milestones in addition to potential royalties on future sales of any bispecific antibody candidate that may be approved. The Company identified performance obligations for: (1) provision of a license for the target combination, and (2) research and development services. The Company concluded that Ono would be able to develop and benefit from the license, independent of the research and development services. Certain of the research and development services are capable of being performed by third parties with an appropriate sub-license, and are recognized over time as these services are delivered. Milestone payments are fully constrained as variable consideration to be recognized in future periods in accordance with the Company’s revenue recognition policy.

Amounts related to the provision of the licenses were amortized over the intended period of use. There were no development or commercialization milestones achieved during the three months or six months ended June 30, 2023.

Simcere

In January 2018, the Company granted Simcere Pharmaceuticals Group (“Simcere”) an exclusive license to develop and commercialize up to three bispecific antibodies in China to be produced by Merus utilizing the Company’s Biclonics® technology platform (the “Simcere Agreement”). The Company received an upfront, non-refundable payment of $2.75 million, relating to three separate research programs.

At inception of the arrangement, the Company identified three performance obligations comprised of the combined delivery of a license and performance of research and development activities with respect to each program. The Company performed research and development activities to achieve candidate nomination. The Company concluded that these activities were not distinct from the underlying license for each program as Simcere would not be able to benefit from the license apart from research and development activities at this phase of development.

The transaction price under the arrangement comprised fixed consideration of $2.75 million. The transaction price was allocated to each separate performance obligation on a relative standalone fair value basis. The Company deferred the portion of the upfront payment allocated to the three performance obligations as deferred revenue, to be recognized over time. Compensation for research and development services prior to candidate nomination are allocated to each program performance obligation and also recognized over time. Development milestone payments allocated to each of the program performance obligations are constrained as variable consideration to be recognized in future periods in accordance with the Company’s revenue recognition policy.

The Company has achieved three milestones under this agreement and has received an aggregate of $1.8 million in milestone payments. In January 2022, the Company and Simcere terminated the Simcere Agreement, effective March 30, 2022.

Contract Assets and Liabilities

The following tables provide amounts by year indicated and by line item included in the Company's accompanying condensed consolidated financial statements attributable to transactions arising from its collaboration arrangements. The dollar amounts in the tables below are in thousands.


	Incyte			Lilly			Other			Total
CONTRACT ASSETS
Accounts receivable
Balance at January 1, 2023	$	—		$	—		$	1,068		$	1,068
Billings		6,031			2,041			68			8,140
Cash receipts		(6,031	)		(2,041	)		(1,133	)		(9,205	)
Adjustments		—			—			—			—
Foreign exchange		—			—			5			5
Balance at June 30, 2023	$	—		$	—		$	8		$	8

Unbilled receivables
Balance at January 1, 2023	$	1,986		$	808		$	189		$	2,983
Accrued receivables		5,162			2,716			—			7,878
Billings		(6,031	)		(2,041	)		—			(8,072	)
Adjustments		45			(7	)		—			38
Foreign exchange		—			—			1			1
Balance at June 30, 2023	$	1,162		$	1,476		$	190		$	2,828

CONTRACT LIABILITIES
Deferred revenue
Balance at January 1, 2023	$	52,059		$	16,130		$	—		$	68,189
Additions to contract consideration		—			—			—			—
Revenue recognized in the period		(8,541	)		(7,481	)		—			(16,022	)
Foreign exchange		930			256			—			1,186
Balance at June 30, 2023		44,448			8,905			—			53,353
Less: current portion		(17,316	)		(6,835	)		—			(24,151	)
Non-current balance at June 30, 2023	$	27,132		$	2,070		$	—		$	29,202

The balance of unbilled receivables predominantly represents reimbursement revenue under the Company’s collaboration arrangements earned in the period to be billed and collected in the next period, generally quarterly.

Contract Revenues and Expenses


	Three Months Ended June 30, 2023
	(In thousands)
	Third Party
	Incyte		Lilly		Other		Total
Upfront payments	$	4,325	$	3,305	$	—	$	7,630
Reimbursement revenue		1,335		1,505		—		2,840
Milestones		—		—		—		—
Other		—		—		6		6
Total collaboration revenue	$	5,660	$	4,810	$	6	$	10,476
Operating expenses:
Research and development expense	$	—	$	—	$	—	$	—
General and administrative expense		—		—		—		—
Total operating expenses from collaborations	$	—	$	—	$	—	$	—
Revenue recognized that was included in deferred revenue at the beginning of the period	$	4,325	$	3,305	$	—	$	7,630

	Three Months Ended June 30, 2022
	(In thousands)
	Third Party
	Incyte		Lilly		Other		Total
Upfront payments	$	4,230	$	4,147	$	—	$	8,377
Reimbursement revenue		2,250		1,057		—		3,307
Milestones		1,000		—		—		1,000
Other		—		—		—		—
Total collaboration revenue	$	7,480	$	5,204	$	—	$	12,684
Operating expenses:
Research and development expense	$	182	$	—	$	—	$	182
General and administrative expense		—		—		—		—
Total operating expenses from collaborations	$	182	$	—	$	—	$	182
Revenue recognized that was included in deferred revenue at the beginning of the period	$	4,230	$	4,147	$	—	$	8,377


	Six Months Ended June 30, 2023
	(In thousands)
	Third Party
	Incyte		Lilly		Other		Total
Upfront payments	$	8,541	$	7,481	$	—	$	16,022
Reimbursement revenue		2,701		2,696		—		5,397
Milestones		2,501		—		—		2,501
Other		—		—		55		55
Total collaboration revenue	$	13,743	$	10,177	$	55	$	23,975
Operating expenses:
Research and development expense	$	24	$	—	$	—	$	24
General and administrative expense		—		—		—		—
Total operating expenses from collaborations	$	24	$	—	$	—	$	24
Revenue recognized that was included in deferred revenue at the beginning of the period	$	8,541	$	7,481	$	—	$	16,022

	Six Months Ended June 30, 2022
	(In thousands)
	Third Party
	Incyte		Lilly		Other		Total
Upfront payments	$	8,632	$	8,185	$	222	$	17,039
Reimbursement revenue		4,214		2,036		—		6,250
Milestones		1,000		—		—		1,000
Other		—		—		50		50
Total collaboration revenue	$	13,846	$	10,221	$	272	$	24,339
Operating expenses:
Research and development expense	$	550	$	—	$	—	$	550
General and administrative expense		—		—		—		—
Total operating expenses from collaborations	$	550	$	—	$	—	$	550
Revenue recognized that was included in deferred revenue at the beginning of the period	$	8,632	$	8,185	$	222	$	17,039

Supplemental Balance Sheet Information (Tables)

6 Months Ended

Jun. 30, 2023

Balance Sheet Related Disclosures [Abstract]

Schedule of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following:


	June 30, 2023		December 31, 2022
	(In thousands)
Prepaid research and development expenses	$	6,730	$	6,372
Prepaid general and administrative expenses		5,489		2,940
Interest receivable		976		647
Other		2,048		2,204
Total	$	15,243	$	12,163

Summary of Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the following:


	June 30, 2023		December 31, 2022
	(In thousands)
Accrued research and development expenses	$	24,564	$	26,159
Accrued personnel costs		3,715		5,778
Accrued general and administrative expenses		2,790		3,615
Other		74		38
Total	$	31,143	$	35,590

Investments in Debt Securities

6 Months Ended

Jun. 30, 2023

Debt Securities [Abstract]

Investments in Debt Securities

3. Investments in Debt Securities

The following tables summarize the Company’s investments in debt securities and their presentation in the condensed consolidated balance sheet:


	June 30, 2023		December 31, 2022
	(in thousands)
Money market funds	$	8,158	$	18,404
Corporate paper and notes		139,544		126,102
U.S. government agency securities		56,632		34,364
U.S. treasuries		22,239		18,471
Total	$	226,573	$	197,341

Fair value of debt securities	$	225,650	$	196,345


	June 30, 2023		December 31, 2022
	(in thousands)
Cash equivalents	$	16,122	$	18,404
Current marketable securities		163,950		142,480
Non-current marketable securities		46,501		36,457
Total	$	226,573	$	197,341

The Company does not intend to sell and it is unlikely that the Company will be required to sell the above investments before recovery of their amortized cost bases, which may be at maturity. The Company determined that there was no material change in the credit risk of any of its investments.

The fair value of money market funds is determined based on publicly available market price for these funds (Level 1). The fair value of other debt securities is determined based on the publicly available inputs which includes a market price for the same or similar instruments adjusted for estimates in interest yield (Level 2).

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

The principal accounting policies applied in the preparation of these unaudited condensed consolidated financial statements are described in the Company’s audited financial statements as of and for the year ended December 31, 2022, and the notes thereto, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 28, 2023 (the “Annual Report on Form 10-K”). There have been no material changes in the Company’s significant accounting policies during the six months ended June 30, 2023.

Basis of Presentation

The Company prepared its unaudited consolidated condensed financial statements in compliance with generally accepted accounting principles in the U.S. ("U.S. GAAP"). Any reference in these notes to applicable guidance is meant to refer to authoritative U.S. GAAP as found in the Accounting Standards Codification ("ASC") and Accounting Standards Update ("ASU") of the Financial Accounting Standards Board ("FASB").

The unaudited condensed consolidated financial statements include the accounts of Merus N.V. and its wholly owned, controlled subsidiary, Merus US, Inc. All intercompany transactions and balances of subsidiaries have been eliminated in consolidation. In the opinion of management, these financial statements reflect all adjustments, all of which are of a normal and recurring nature, necessary for a fair presentation of the results for the reported interim periods. The Company considers events or transactions that occur after the balance sheet date but before the unaudited condensed consolidated financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The three months ended June 30, 2023 and 2022 are referred to as the second quarter of 2023 and 2022, respectively. The results of operations for interim periods are not necessarily indicative of results to be expected for the full year or any other interim period.

The unaudited condensed consolidated financial statements presented herein do not contain the required disclosures under U.S. GAAP for annual financial statements. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements and related notes as of and for the year ended December 31, 2022, included in the Annual Report on Form 10-K.

Going Concern

At each reporting period, the Company evaluates whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company is required to make certain additional disclosures if it concludes substantial doubt exists and it is not alleviated by the Company’s plans or when its plans alleviate substantial doubt about the Company’s ability to continue as a going concern.

The Company’s evaluation entails analyzing prospective operating budgets and forecasts for expectations of the Company’s cash needs, and comparing those needs to the current cash, cash equivalent and marketable security balances. After considering the Company’s current research and development plans and the timing expectations related to the progress of its clinical-stage programs and its plans to pursue commercialization of any antibody candidate, if approved, and after considering its existing cash, cash

equivalents and marketable securities as of June 30, 2023, the Company did not identify conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date these financial statements were issued. Additional details of the Company’s cash runway are described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

New Accounting Pronouncements

The Company considers the applicability and impact of any recent Accounting Standards Update ("ASU") issued by the Financial Accounting Standards Board ("FASB"). Based on the assessment, the ASUs were determined to be either not applicable or are expected to have minimal impact on the Company's condensed consolidated financial statements.

Supplemental Balance Sheet Information - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Prepaid Expense and Other Assets, Current [Abstract]
Prepaid research and development expenses	$ 6,730	$ 6,372
Prepaid general and administrative expenses	5,489	2,940
Interest receivable	976	647
Other	2,048	2,204
Total	$ 15,243	$ 12,163

Insider Trading Arrangements	6 Months Ended
Insider Trading Arrangements	Jun. 30, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) $ in Thousands	Total	Public Offerings, Net of Underwriting Discounts and Commissions and Offering Cost [Member]	Common Stock [Member]	Common Stock [Member] Public Offerings, Net of Underwriting Discounts and Commissions and Offering Cost [Member]	Additional Paid-In Capital [Member]	Additional Paid-In Capital [Member] Public Offerings, Net of Underwriting Discounts and Commissions and Offering Cost [Member]	Accumulated Deficit [Member]	Accumulated Other Comprehensive Income (Loss) [Member]
Beginning balance at Dec. 31, 2021	$ 316,201		$ 4,481		$ 787,869		$ (466,928)	$ (9,221)
Beginning balance, shares at Dec. 31, 2021			43,467,052
Exercise of stock options and vesting of restricted stock units	879		$ 8		871
Exercise of stock options and vesting of restricted stock units, shares			82,273
Stock-based compensation	5,334				5,334
Currency translation adjustment	(6,048)							(6,048)
Net loss	(18,893)						(18,893)
Ending balance at Mar. 31, 2022	297,473		$ 4,489		794,074		(485,821)	(15,269)
Ending balance, shares at Mar. 31, 2022			43,549,325
Beginning balance at Dec. 31, 2021	316,201		$ 4,481		787,869		(466,928)	(9,221)
Beginning balance, shares at Dec. 31, 2021			43,467,052
Currency translation adjustment	(25,969)
Net loss	(24,607)
Ending balance at Jun. 30, 2022	326,609		$ 4,711		848,623		(491,535)	(35,190)
Ending balance, shares at Jun. 30, 2022			45,866,820
Beginning balance at Mar. 31, 2022	297,473		$ 4,489		794,074		(485,821)	(15,269)
Beginning balance, shares at Mar. 31, 2022			43,549,325
Issuance of common stock		$ 47,925		$ 220		$ 47,705
Issuance of common stock, shares				2,298,906
Exercise of stock options and vesting of restricted stock units	184		$ 2		182
Exercise of stock options and vesting of restricted stock units, shares			18,589
Stock-based compensation	6,662				6,662
Currency translation adjustment	(19,921)							(19,921)
Net loss	(5,714)						(5,714)
Ending balance at Jun. 30, 2022	326,609		$ 4,711		848,623		(491,535)	(35,190)
Ending balance, shares at Jun. 30, 2022			45,866,820
Beginning balance at Dec. 31, 2022	247,055		$ 4,751		870,874		(598,122)	(30,448)
Beginning balance, shares at Dec. 31, 2022			46,310,589
Exercise of stock options and vesting of restricted stock units	217		$ 3		214
Exercise of stock options and vesting of restricted stock units, shares			30,592
Stock-based compensation	5,750				5,750
Currency translation adjustment	4,242							4,242
Net loss	(39,741)						(39,741)
Ending balance at Mar. 31, 2023	217,523		$ 4,754		876,838		(637,863)	(26,206)
Ending balance, shares at Mar. 31, 2023			46,341,181
Beginning balance at Dec. 31, 2022	247,055		$ 4,751		870,874		(598,122)	(30,448)
Beginning balance, shares at Dec. 31, 2022			46,310,589
Currency translation adjustment	3,737
Net loss	(71,774)
Ending balance at Jun. 30, 2023	257,405		$ 5,099		948,913		(669,896)	(26,711)
Ending balance, shares at Jun. 30, 2023			49,853,659
Beginning balance at Mar. 31, 2023	217,523		$ 4,754		876,838		(637,863)	(26,206)
Beginning balance, shares at Mar. 31, 2023			46,341,181
Issuance of common stock		$ 63,719		$ 322		$ 63,397
Issuance of common stock, shares				3,272,280
Exercise of stock options and vesting of restricted stock units	2,248		$ 23		2,225
Exercise of stock options and vesting of restricted stock units, shares			240,198
Stock-based compensation	6,453				6,453
Currency translation adjustment	(505)							(505)
Net loss	(32,033)						(32,033)
Ending balance at Jun. 30, 2023	$ 257,405		$ 5,099		$ 948,913		$ (669,896)	$ (26,711)
Ending balance, shares at Jun. 30, 2023			49,853,659

- Definition

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

+ References

+ Details

- Definition

Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.

+ References + Details

- Definition

Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

+ References

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+ Details

Employee Benefits

6 Months Ended

Jun. 30, 2023

Retirement Benefits [Abstract]

Employee Benefits

10. Employee Benefits

Stock-Based Compensation

Stock-based compensation expense is classified in the condensed consolidated statements of operations and comprehensive loss as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(In thousands)				(In thousands)
Research and development	$	3,042	$	2,885	$	5,900	$	5,335
General and administrative		3,411		3,777		6,303		6,661
Total	$	6,453	$	6,662	$	12,203	$	11,996

The weighted-average grant date fair value of options, estimated as of the grant date using the Black Scholes option pricing model was $11.64 per option for the 2,610,332 options granted during the six months ended June 30, 2023. The following assumptions were used to estimate the fair value of the options granted during the six months ended June 30, 2023.


Volatility	68.3	%
Risk-free interest rate	3.6	%
Expected holding period (in years)	6.2
Dividend yield	-

Executive Settlement

In April 2020, Mark Throsby, Ph.D. resigned as the Executive Vice President and Chief Scientific Officer of the Company effective July 31, 2020. In connection with his departure, Mr. Throsby entered into a Settlement Agreement with the Company, pursuant to which Mr. Throsby received a severance payment equal to 8 months of his annual salary and amortized bonus aggregating approximately $0.3 million. Further, subject to Mr. Throsby’s continued compliance with the terms and conditions of the Settlement Agreement, Mr. Throsby’s unvested equity awards continued to vest until October 31, 2020 as if Mr. Throsby had continued in full time service with the Company through such date. The post-termination exercise period of Mr. Throsby's options was extended to March 31, 2021. The Company incrementally recognized $0.1 million in respect of the severance payment and a net reversal of $0.4 million of stock-based compensation expense in respect of share-based payments in research and development expense in the consolidated statement of operations in the prior year.

In March 2021, the Company and Mr. Throsby amended the Settlement Agreement and a Consulting Agreement, extending the post-termination expiration period of his outstanding options to extend to October 31, 2021, three months following his performance of certain consulting services through July 31, 2021. As a result, additional compensation cost of $0.2 million was recognized for the quarter ended March 31, 2021. In July 2021, the Company and Mr. Throsby entered into the 2nd Amendment to the Consulting Agreement, extending Mr. Throsby’s consulting services period to February 28, 2022, extending the post-termination period of his outstanding options to May 2022. As the modification occurred in Mr. Throsby’s post-employment period, the options cease to be within the scope of ASC 718 and are recharacterized as an issuance of a standalone derivative instrument. The Company recognized a $0.4 million net gain associated with the derivative instrument included as other income in the statement of operations for the three months ended March 31, 2022. The Company did not recognize any further gains or expenses during the three months ended June 30, 2023 and the Company does not expect to incur any further expenses as Mr. Throsby's option to exercise expired in May 2022.

Employee Benefits - Additional Information (Details) - USD ($)	1 Months Ended	3 Months Ended			6 Months Ended	12 Months Ended
	Apr. 30, 2020	Jun. 30, 2023	Mar. 31, 2022	Mar. 31, 2021	Jun. 30, 2023	Dec. 31, 2020
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Weighted-average fair value of options granted					$ 11.64
Share-based payment award, fair value assumptions, method used					Black Scholes option pricing model
Number of options granted					2,610,332
Severance payment						$ 100,000
Additional compensation cost				$ 200,000
Net gain associated with the derivative instrument		$ 0	$ 400,000
Derivative, Gain, Statement of Income or Comprehensive Income [Extensible Enumeration]			Nonoperating Income (Expense)
Research and Development
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Net reversal of stock-based compensation expense						$ 400,000
Postemployment Retirement Benefits
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Executive settlements, cash compensation paid	$ 300,000

Income Taxes (Tables)

6 Months Ended

Jun. 30, 2023

Income Tax Disclosure [Abstract]

Summary of Components of Expense for (Benefit) from Income Taxes

The components of the income tax expense (benefit) from continuing operations are as follows:


	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
	(In thousands)						(In thousands)
U.S. federal	$	1,544		$	221		$	1,451		$	50
U.S. state		637			71			601			19
Total current income tax benefit	$	2,181		$	292		$	2,052		$	69

U.S. federal	$	(486	)	$	(114	)	$	(718	)	$	124
U.S. state		(201	)		(47	)		(297	)		52
Total deferred income tax expense (benefit)	$	(687	)	$	(161	)	$	(1,015	)	$	176

Total income tax expense (benefit)	$	1,494		$	131		$	1,037		$	245

Supplemental Balance Sheet Information

6 Months Ended

Jun. 30, 2023

Balance Sheet Related Disclosures [Abstract]

Supplemental Balance Sheet Information

4. Supplemental Balance Sheet Information

Prepaid expenses and other current assets consisted of the following:


	June 30, 2023		December 31, 2022
	(In thousands)
Prepaid research and development expenses	$	6,730	$	6,372
Prepaid general and administrative expenses		5,489		2,940
Interest receivable		976		647
Other		2,048		2,204
Total	$	15,243	$	12,163

Accrued expenses and other liabilities consisted of the following:


	June 30, 2023		December 31, 2022
	(In thousands)
Accrued research and development expenses	$	24,564	$	26,159
Accrued personnel costs		3,715		5,778
Accrued general and administrative expenses		2,790		3,615
Other		74		38
Total	$	31,143	$	35,590

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Total revenue	$ 10,476	$ 12,684	$ 23,975	$ 24,339
Operating expenses:
Research and development	28,298	31,096	63,163	58,071
General and administrative	16,063	12,695	31,449	24,448
Total operating expenses	44,361	43,791	94,612	82,519
Operating loss	(33,885)	(31,107)	(70,637)	(58,180)
Other income, net:
Interest income, net	2,795	316	4,790	422
Foreign exchange gains (loss)	551	24,607	(4,890)	32,337
Other gains, net	0	601	0	1,059
Total other income (loss), net	3,346	25,524	(100)	33,818
Net loss before income taxes	(30,539)	(5,583)	(70,737)	(24,362)
Income tax expense	1,494	131	1,037	245
Net loss	(32,033)	(5,714)	(71,774)	(24,607)
Other comprehensive loss:
Currency translation adjustment	(505)	(19,921)	3,737	(25,969)
Comprehensive loss	$ (32,538)	$ (25,635)	$ (68,037)	$ (50,576)
Net loss per share attributable to common stockholders:
Basic	$ (0.66)	$ (0.13)	$ (1.52)	$ (0.56)
Diluted	$ (0.66)	$ (0.13)	$ (1.52)	$ (0.56)
Weighted-average common shares outstanding:
Basic	48,321,708	43,636,337	47,328,259	43,781,195
Diluted	48,321,708	43,636,337	47,328,259	43,781,195
Collaboration Revenue [Member]
Total revenue from contracts with customers	$ 10,476	$ 12,684	$ 23,975	$ 24,339

Employee Benefits - Summary of Assumptions Used to Estimate Fair Value of Options Granted (Details)	6 Months Ended
	Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]
Volatility	68.30%
Risk-free interest rate	3.60%
Expected holding period (in years)	6 years 2 months 12 days

Leases (Tables)

6 Months Ended

Jun. 30, 2023

Leases [Abstract]

Summary of Components of Lease Cost

The components of lease expense for the three and six months ended June 30, 2023 and 2022 are as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(In thousands)				(In thousands)
Lease cost
Operating lease cost	$	514	$	730	$	1,226	$	1,115
Variable lease cost		56		123		84		199
Total lease cost included in operating expenses	$	570	$	853	$	1,310	$	1,314
Other information
Cash paid for amounts included in the measurement of lease liabilities included in operating cash flows	$	542	$	749	$	1,284	$	1,148

Common Stock - Additional Information (Details) - USD ($)		1 Months Ended	3 Months Ended	12 Months Ended
	May 22, 2023	May 31, 2021	Jun. 30, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Common stock, value, issued			$ 5,099,000	$ 4,751,000
Common shares, issued			49,853,659	46,310,589
Sales Agreement
Class of Stock [Line Items]
Common shares, issued				2,720,846
Common shares, sold			3,272,280
Gross proceeds, before deducting sales agent commissions			$ 65,500,000	$ 59,500,000
Sales agent commissions				$ 1,700,000
Net proceeds, after deducting sales agent fees	$ 124,900,000		$ 63,800,000
Sales Agreement \| Maximum
Class of Stock [Line Items]
Stock sale agreement authorized amount	$ 125,000,000	$ 125,000,000
Underwriting commissions rate of gross proceeds of shares sold		3.00%

Employee Benefits - Summary of Stock-based Compensation Expense Classified in Condensed Consolidated Statements of Operations and Comprehensive Loss (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total	$ 6,453	$ 6,662	$ 12,203	$ 11,996
Research and Development
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total	3,042	2,885	5,900	5,335
General and Administrative
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total	$ 3,411	$ 3,777	$ 6,303	$ 6,661

- 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 2
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Subparagraph (c)(1)(i)
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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
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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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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
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-Paragraph 2
-Subparagraph (f)(2)(v)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

+ Details

Supplemental Balance Sheet Information - Summary of Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accrued research and development expenses	$ 24,564	$ 26,159
Accrued personnel costs	3,715	5,778
Accrued general and administrative expenses	2,790	3,615
Other	74	38
Total	$ 31,143	$ 35,590

Overview - Additional Information (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ (669,896)	$ (598,122)

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

Leases - Summary of Components of Lease Cost (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Lease cost
Operating lease cost	$ 514	$ 730	$ 1,226	$ 1,115
Variable lease cost	56	123	84	199
Total lease cost included in operating expenses	570	853	1,310	1,314
Other information
Cash paid for amounts included in the measurement of lease liabilities included in operating cash flows	$ 542	$ 749	$ 1,284	$ 1,148

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 101,096	$ 147,749
Marketable securities	163,950	142,480
Accounts receivable	2,836	4,051
Prepaid expenses and other current assets	15,243	12,163
Total current assets	283,125	306,443
Marketable securities	46,501	36,457
Property and equipment, net	13,049	12,222
Operating lease right-of-use assets	11,946	12,618
Intangible assets, net	1,882	1,950
Deferred tax assets	3,057	2,041
Other assets	4,064	4,811
Total assets	363,624	376,542
Current liabilities:
Accounts payable	7,596	9,834
Accrued expenses and other liabilities	31,143	35,590
Income taxes payable	1,349	2,400
Current portion of lease obligation	1,610	1,684
Current portion of deferred revenue	24,151	29,418
Total current liabilities	65,849	78,926
Lease obligation	11,168	11,790
Deferred revenue, net of current portion	29,202	38,771
Total liabilities	106,219	129,487
Commitments and contingencies - Note 6
Stockholders’ equity:
Common shares, Euro 0.09 par value; 67,500,000 shares authorized at June 30, 2023 and December 31, 2022; 49,853,659 and 46,310,589 shares issued and outstanding as at June 30, 2023 and December 31, 2022, respectively	5,099	4,751
Additional paid-in capital	948,913	870,874
Accumulated other comprehensive income	(26,711)	(30,448)
Accumulated deficit	(669,896)	(598,122)
Total stockholders’ equity	257,405	247,055
Total liabilities and stockholders’ equity	$ 363,624	$ 376,542

Income Taxes

6 Months Ended

Jun. 30, 2023

Income Tax Disclosure [Abstract]

Income Taxes

5. Income Taxes

The Company files income tax returns in the U.S. federal and Massachusetts jurisdictions as well as in the Netherlands. The components of the income tax expense (benefit) from continuing operations are as follows:


	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
	(In thousands)						(In thousands)
U.S. federal	$	1,544		$	221		$	1,451		$	50
U.S. state		637			71			601			19
Total current income tax benefit	$	2,181		$	292		$	2,052		$	69

U.S. federal	$	(486	)	$	(114	)	$	(718	)	$	124
U.S. state		(201	)		(47	)		(297	)		52
Total deferred income tax expense (benefit)	$	(687	)	$	(161	)	$	(1,015	)	$	176

Total income tax expense (benefit)	$	1,494		$	131		$	1,037		$	245

After consideration of all positive and negative evidence, we believe that it is more-likely-than-not that the Netherlands deferred tax assets, that are not supported by reversing temporary differences, will not be realized. As a result, we established a full valuation allowance against deferred tax assets of the Netherlands.

Under Dutch tax law, net operating loss carryforwards may be used to offset future taxable income in full up to €1.0 million and 50% of taxable income that exceeds €1.0 million. Effective as of January 1, 2022, these losses can be carried forward indefinitely.

- 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
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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
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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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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Summary of Significant Accounting Policies (Policies)	6 Months Ended
Summary of Significant Accounting Policies (Policies)	Jun. 30, 2023
Accounting Policies [Abstract]
Basis of Preparation	Basis of Presentation The Company prepared its unaudited consolidated condensed financial statements in compliance with generally accepted accounting principles in the U.S. ("U.S. GAAP"). Any reference in these notes to applicable guidance is meant to refer to authoritative U.S. GAAP as found in the Accounting Standards Codification ("ASC") and Accounting Standards Update ("ASU") of the Financial Accounting Standards Board ("FASB"). The unaudited condensed consolidated financial statements include the accounts of Merus N.V. and its wholly owned, controlled subsidiary, Merus US, Inc. All intercompany transactions and balances of subsidiaries have been eliminated in consolidation. In the opinion of management, these financial statements reflect all adjustments, all of which are of a normal and recurring nature, necessary for a fair presentation of the results for the reported interim periods. The Company considers events or transactions that occur after the balance sheet date but before the unaudited condensed consolidated financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The three months ended June 30, 2023 and 2022 are referred to as the second quarter of 2023 and 2022, respectively. The results of operations for interim periods are not necessarily indicative of results to be expected for the full year or any other interim period. The unaudited condensed consolidated financial statements presented herein do not contain the required disclosures under U.S. GAAP for annual financial statements. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements and related notes as of and for the year ended December 31, 2022, included in the Annual Report on Form 10-K.
Going Concern	Going Concern At each reporting period, the Company evaluates whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company is required to make certain additional disclosures if it concludes substantial doubt exists and it is not alleviated by the Company’s plans or when its plans alleviate substantial doubt about the Company’s ability to continue as a going concern. The Company’s evaluation entails analyzing prospective operating budgets and forecasts for expectations of the Company’s cash needs, and comparing those needs to the current cash, cash equivalent and marketable security balances. After considering the Company’s current research and development plans and the timing expectations related to the progress of its clinical-stage programs and its plans to pursue commercialization of any antibody candidate, if approved, and after considering its existing cash, cash equivalents and marketable securities as of June 30, 2023, the Company did not identify conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date these financial statements were issued. Additional details of the Company’s cash runway are described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.
New Accounting Pronouncements	New Accounting Pronouncements The Company considers the applicability and impact of any recent Accounting Standards Update ("ASU") issued by the Financial Accounting Standards Board ("FASB"). Based on the assessment, the ASUs were determined to be either not applicable or are expected to have minimal impact on the Company's condensed consolidated financial statements.

Investments in Debt Securities - Summary of Investments in Debt Securities in Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Schedule Of Held To Maturity Securities [Line Items]
Total	$ 226,573	$ 197,341
Fair value of debt securities	225,650	196,345
Cash equivalents [member]
Schedule Of Held To Maturity Securities [Line Items]
Total	16,122	18,404
Current marketable securities [member]
Schedule Of Held To Maturity Securities [Line Items]
Total	163,950	142,480
Non-current marketable securities [member]
Schedule Of Held To Maturity Securities [Line Items]
Total	46,501	36,457
Money market funds [member]
Schedule Of Held To Maturity Securities [Line Items]
Total	8,158	18,404
Corporate paper and notes [member]
Schedule Of Held To Maturity Securities [Line Items]
Total	139,544	126,102
U.S. government agency securities [member]
Schedule Of Held To Maturity Securities [Line Items]
Total	56,632	34,364
U.S. treasuries [member]
Schedule Of Held To Maturity Securities [Line Items]
Total	$ 22,239	$ 18,471

Leases

6 Months Ended

Jun. 30, 2023

Leases [Abstract]

Leases

7. Leases

The Company has noncancelable operating leases for offices and lab spaces expiring at various dates through 2032.

On December 7, 2022, the Company signed a second lease amendment terminating the lease for the former corporate headquarters as of January 1, 2023. The Company continued to make payments through mid-February 2023. The Company accounted for the second amendment as a lease modification and reduced the lease liability and right-of-use asset by approximately $0.1 million to equal to the remaining lease payments. As of March 31, 2023, the lease liability and right-of-use asset for the former corporate headquarters was $0. In July 2019, the Company entered into a lease agreement with Kadans Science Partner XIII B.V. for the Accelerator headquarters, which commenced in April 2022. During the three months ended June 30, 2023, in accordance with the terms of the lease agreement, the rent for the Accelerator lease increased due to increases in the consumer price index (CPI). The portion of the rent payments related to the CPI index are included within variable lease costs. There have been no other changes in the Company’s lease arrangements for the three months ended June 30, 2023.

The components of lease expense for the three and six months ended June 30, 2023 and 2022 are as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(In thousands)				(In thousands)
Lease cost
Operating lease cost	$	514	$	730	$	1,226	$	1,115
Variable lease cost		56		123		84		199
Total lease cost included in operating expenses	$	570	$	853	$	1,310	$	1,314
Other information
Cash paid for amounts included in the measurement of lease liabilities included in operating cash flows	$	542	$	749	$	1,284	$	1,148

Collaborations - Summary of Company's Accompanying Consolidated Financial Statements Attributable to Transactions Arising From Collaboration Arrangements (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Incyte
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Revenue recognized in the period	$ 4,325	$ 4,230	$ 8,541	$ 8,632
Incyte \| Accounts Receivable
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Billings			6,031
Cash receipts			(6,031)
Incyte \| Unbilled Receivables
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Balance at January 1, 2023			1,986
Accrued receivables			5,162
Billings			(6,031)
Adjustments			45
Balance at March 31, 2023	1,162		1,162
Incyte \| Deferred Revenue
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Balance at January 1, 2023	44,448		44,448		$ 52,059
Foreign exchange			(930)
Revenue recognized in the period			(8,541)
Balance at March 31, 2023	44,448		44,448		52,059
Less: current portion	(17,316)		(17,316)
Non-current balance at March 31, 2023	27,132		27,132
Lilly
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Revenue recognized in the period	3,305	4,147	7,481	8,185
Lilly \| Accounts Receivable
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Billings			2,041
Cash receipts			(2,041)
Lilly \| Unbilled Receivables
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Balance at January 1, 2023			808
Accrued receivables			2,716
Billings			(2,041)
Adjustments			(7)
Balance at March 31, 2023	1,476		1,476
Lilly \| Deferred Revenue
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Balance at January 1, 2023	8,905		8,905		16,130
Foreign exchange			(256)
Revenue recognized in the period			(7,481)
Balance at March 31, 2023	8,905		8,905		16,130
Less: current portion	(6,835)		(6,835)
Non-current balance at March 31, 2023	2,070		2,070
Other
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Revenue recognized in the period	0	0	0	222
Other \| Accounts Receivable
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Balance at January 1, 2023			1,068
Billings			68
Cash receipts			(1,133)
Foreign exchange			5
Balance at March 31, 2023	8		8
Other \| Unbilled Receivables
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Balance at January 1, 2023			189
Foreign exchange			1
Balance at March 31, 2023	190		190
Collaboration Agreement
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Revenue recognized in the period	7,630	$ 8,377	16,022	$ 17,039
Collaboration Agreement \| Accounts Receivable
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Balance at January 1, 2023			1,068
Billings			8,140
Cash receipts			(9,205)
Foreign exchange			5
Balance at March 31, 2023	8		8
Collaboration Agreement \| Unbilled Receivables
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Balance at January 1, 2023			2,983
Accrued receivables			7,878
Billings			(8,072)
Adjustments			38
Foreign exchange			1
Balance at March 31, 2023	2,828		2,828
Collaboration Agreement \| Deferred Revenue
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Balance at January 1, 2023	53,353		53,353		68,189
Foreign exchange			(1,186)
Revenue recognized in the period			(16,022)
Balance at March 31, 2023	53,353		53,353		$ 68,189
Less: current portion	(24,151)		(24,151)
Non-current balance at March 31, 2023	$ 29,202		$ 29,202

Overview

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Overview

1. Overview

Merus N.V. is a clinical-stage oncology company developing innovative antibody therapeutics, headquartered in Utrecht, the Netherlands. Merus US, Inc. is a wholly-owned subsidiary of Merus N.V. located at 139 Main Street, Cambridge, Massachusetts, United States (collectively, the “Company”).

Since inception, the Company has generated an accumulated deficit of $669.9 million as of June 30, 2023. The Company expects to continue to incur significant expenses and operating losses for the foreseeable future as its antibody candidates advance through discovery, pre-clinical development and clinical trials and as it seeks regulatory approval and pursues commercialization of any approved antibody candidate.

As a result, the Company may need additional financing to support its continuing operations. Until the Company can generate significant revenue from product sales, if ever, the Company expects to finance its operations through public equity offerings, debt financings, or other sources, which may include collaborations, business development and licensing opportunities with third parties. Adequate additional financing may not be available to the Company on acceptable terms, or at all. The Company’s inability to raise capital as and when needed would have a negative impact on its financial condition and ability to pursue its business strategy. The Company will need to generate significant revenues to achieve profitability and may never do so.

Investments in Debt Securities (Tables)

6 Months Ended

Jun. 30, 2023

Debt Securities [Abstract]

Summary of Investments in Debt Securities in Condensed Consolidated Balance Sheet

The following tables summarize the Company’s investments in debt securities and their presentation in the condensed consolidated balance sheet:


	June 30, 2023		December 31, 2022
	(in thousands)
Money market funds	$	8,158	$	18,404
Corporate paper and notes		139,544		126,102
U.S. government agency securities		56,632		34,364
U.S. treasuries		22,239		18,471
Total	$	226,573	$	197,341

Fair value of debt securities	$	225,650	$	196,345


	June 30, 2023		December 31, 2022
	(in thousands)
Cash equivalents	$	16,122	$	18,404
Current marketable securities		163,950		142,480
Non-current marketable securities		46,501		36,457
Total	$	226,573	$	197,341

Collaborations - Additional Information (Details) $ / shares in Units, € in Millions					1 Months Ended		3 Months Ended		6 Months Ended	12 Months Ended
	Jan. 18, 2021 USD ($) $ / shares shares	Aug. 31, 2018 USD ($)	Mar. 14, 2018 EUR (€)	Jan. 23, 2017 USD ($)	Jan. 31, 2022	Jan. 31, 2018 USD ($) PerformanceObligation Antibody Milestone	Jun. 30, 2023 USD ($)	Mar. 31, 2023 USD ($)	Jun. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)	Feb. 12, 2021 USD ($)
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Development milestones achieved								$ 2,500,000
Development or commercialization milestones achieved							$ 0
Lilly Collaborations Agreement
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Non-refundable upfront payment receivable	$ 40,000,000
Issuance of common stock, shares \| shares	706,834
Common stock stated purchase price per share \| $ / shares	$ 28.295
Proceeds from issuance of common stock, net	$ 20,000,000
Fixed consideration	43,500,000										$ 43.5
Fee incurred for extension of research term										$ 500,000
Increase in transaction price										$ 500,000
Upfront payment	40,000,000
Net fair value of shares	$ 16,500,000
Incyte Collaboration and License Agreement \| Maximum
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Residual royalty percentage					4.00%
Incyte Collaboration and License Agreement \| License and Related Activities
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Collaborations, transaction price as deferred revenue				$ 152,600,000
Second ONO Research and License Agreement
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Non-refundable upfront payment receivable \| €			€ 0.7
Payment to compensate research services \| €			0.3
Over time payment for full time equivalent funding \| €			€ 0.2
Development milestones achieved							$ 0		$ 0
Simcere Collaboration and License Agreement
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Number of bispecific antibodies under collaboration and license agreement \| Antibody						3
Non-refundable upfront payment received						$ 2,750,000
Collaborations, transaction price as revenue						$ 2,750,000
Milestone payments received		$ 1,800,000
Number of milestones achieved \| Milestone						3
Simcere Collaboration and License Agreement \| License and Performance \| Research and Development
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Number of performance obligation \| PerformanceObligation						3

Subsequent Events

6 Months Ended

Jun. 30, 2023

Subsequent Events [Abstract]

Subsequent Events

11. Subsequent Events

In July 2023, the Company recognized a $2.5 million milestone from Incyte related to the initiation of a Phase I study. The milestone payment is expected to be received in August 2023.

Employee Benefits (Tables)

6 Months Ended

Jun. 30, 2023

Retirement Benefits [Abstract]

Summary of Stock-based Compensation Expense Classified in Condensed Consolidated Statements of Operations and Comprehensive Loss

Stock-based compensation expense is classified in the condensed consolidated statements of operations and comprehensive loss as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(In thousands)				(In thousands)
Research and development	$	3,042	$	2,885	$	5,900	$	5,335
General and administrative		3,411		3,777		6,303		6,661
Total	$	6,453	$	6,662	$	12,203	$	11,996

Summary of Assumptions Used to Estimate Fair Value of Options Granted

The following assumptions were used to estimate the fair value of the options granted during the six months ended June 30, 2023.


Volatility	68.3	%
Risk-free interest rate	3.6	%
Expected holding period (in years)	6.2
Dividend yield	-

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (71,774)	$ (24,607)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization of property and equipment	1,159	538
Amortization of intangible assets	104	135
Foreign exchange gain	6,452	(50,072)
Stock-based compensation expense	12,203	11,996
Amortization (accretion) of discount on investments	(2,446)	504
Deferred tax expense (benefit)	(1,015)	176
Changes in operating assets and liabilities:
Accounts receivable	1,283	2,014
Operating lease right-of-use assets and lease obligations	(40)	18
Prepaid expenses and other current assets	(1,963)	4,014
Accounts payable	(839)	(6,068)
Accrued expenses and other liabilities	(5,439)	486
Deferred revenue	(16,014)	(17,265)
Net cash used in operating activities	(78,329)	(78,131)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of marketable securities	(144,376)	(120,006)
Proceeds from maturities of marketable securities	115,420	126,293
Purchases of property and equipment	(3,969)	(3,200)
Net cash provided by (used in) investing activities	(32,925)	3,087
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock, net	63,796	48,015
Payments of offering costs	(77)	0
Proceeds from stock options exercised	2,465	1,063
Net cash provided by financing activities	66,184	49,078
Foreign exchange impact on cash, cash equivalents and restricted cash	(1,514)	(1,176)
Net increase (decrease) in cash, cash equivalents and restricted cash	(46,584)	(27,142)
Cash, cash equivalents, and restricted cash, beginning of period	148,439	241,749
Cash, cash equivalents, and restricted cash, end of period	101,855	214,607
SUPPLEMENTAL DISCLOSURES:
Lease liabilities arising from obtaining right-of-use assets	0	11,493
Income taxes paid	3,103	0
Non-cash purchases of property, equipment and intangibles	0	616
CASH, CASH EQUIVALENTS AND RESTRICTED CASH
Cash and cash equivalents	101,096	213,930
Restricted cash included in non-current other assets	759	677
Cash, cash equivalents, and restricted cash, end of period	$ 101,855	$ 214,607

Collaborations (Tables)

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Summary of Company's Accompanying Condensed Consolidated Financial Statements Attributable to Transactions Arising From Collaboration Arrangements


	Incyte			Lilly			Other			Total
CONTRACT ASSETS
Accounts receivable
Balance at January 1, 2023	$	—		$	—		$	1,068		$	1,068
Billings		6,031			2,041			68			8,140
Cash receipts		(6,031	)		(2,041	)		(1,133	)		(9,205	)
Adjustments		—			—			—			—
Foreign exchange		—			—			5			5
Balance at June 30, 2023	$	—		$	—		$	8		$	8

Unbilled receivables
Balance at January 1, 2023	$	1,986		$	808		$	189		$	2,983
Accrued receivables		5,162			2,716			—			7,878
Billings		(6,031	)		(2,041	)		—			(8,072	)
Adjustments		45			(7	)		—			38
Foreign exchange		—			—			1			1
Balance at June 30, 2023	$	1,162		$	1,476		$	190		$	2,828

CONTRACT LIABILITIES
Deferred revenue
Balance at January 1, 2023	$	52,059		$	16,130		$	—		$	68,189
Additions to contract consideration		—			—			—			—
Revenue recognized in the period		(8,541	)		(7,481	)		—			(16,022	)
Foreign exchange		930			256			—			1,186
Balance at June 30, 2023		44,448			8,905			—			53,353
Less: current portion		(17,316	)		(6,835	)		—			(24,151	)
Non-current balance at June 30, 2023	$	27,132		$	2,070		$	—		$	29,202

Summary of Company's Collaboration Arrangements Earned in Period to Be Billed and Collected in Next Period

Contract Revenues and Expenses


	Three Months Ended June 30, 2023
	(In thousands)
	Third Party
	Incyte		Lilly		Other		Total
Upfront payments	$	4,325	$	3,305	$	—	$	7,630
Reimbursement revenue		1,335		1,505		—		2,840
Milestones		—		—		—		—
Other		—		—		6		6
Total collaboration revenue	$	5,660	$	4,810	$	6	$	10,476
Operating expenses:
Research and development expense	$	—	$	—	$	—	$	—
General and administrative expense		—		—		—		—
Total operating expenses from collaborations	$	—	$	—	$	—	$	—
Revenue recognized that was included in deferred revenue at the beginning of the period	$	4,325	$	3,305	$	—	$	7,630

	Three Months Ended June 30, 2022
	(In thousands)
	Third Party
	Incyte		Lilly		Other		Total
Upfront payments	$	4,230	$	4,147	$	—	$	8,377
Reimbursement revenue		2,250		1,057		—		3,307
Milestones		1,000		—		—		1,000
Other		—		—		—		—
Total collaboration revenue	$	7,480	$	5,204	$	—	$	12,684
Operating expenses:
Research and development expense	$	182	$	—	$	—	$	182
General and administrative expense		—		—		—		—
Total operating expenses from collaborations	$	182	$	—	$	—	$	182
Revenue recognized that was included in deferred revenue at the beginning of the period	$	4,230	$	4,147	$	—	$	8,377


	Six Months Ended June 30, 2023
	(In thousands)
	Third Party
	Incyte		Lilly		Other		Total
Upfront payments	$	8,541	$	7,481	$	—	$	16,022
Reimbursement revenue		2,701		2,696		—		5,397
Milestones		2,501		—		—		2,501
Other		—		—		55		55
Total collaboration revenue	$	13,743	$	10,177	$	55	$	23,975
Operating expenses:
Research and development expense	$	24	$	—	$	—	$	24
General and administrative expense		—		—		—		—
Total operating expenses from collaborations	$	24	$	—	$	—	$	24
Revenue recognized that was included in deferred revenue at the beginning of the period	$	8,541	$	7,481	$	—	$	16,022

	Six Months Ended June 30, 2022
	(In thousands)
	Third Party
	Incyte		Lilly		Other		Total
Upfront payments	$	8,632	$	8,185	$	222	$	17,039
Reimbursement revenue		4,214		2,036		—		6,250
Milestones		1,000		—		—		1,000
Other		—		—		50		50
Total collaboration revenue	$	13,846	$	10,221	$	272	$	24,339
Operating expenses:
Research and development expense	$	550	$	—	$	—	$	550
General and administrative expense		—		—		—		—
Total operating expenses from collaborations	$	550	$	—	$	—	$	550
Revenue recognized that was included in deferred revenue at the beginning of the period	$	8,632	$	8,185	$	222	$	17,039

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2023	Jul. 31, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Entity Registrant Name	MERUS N.V.
Trading Symbol	MRUS
Entity Central Index Key	0001651311
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Shell Company	false
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Interactive Data Current	Yes
Entity Common Stock, Shares Outstanding		49,859,488
Entity File Number	001-37773
Entity Incorporation, State or Country Code	P7
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	Uppsalalaan 17
Entity Address, City or Town	Utrecht
Entity Address, Postal Zip Code	3584 CT
Entity Address, Country	NL
City Area Code	+31 85
Local Phone Number	016 2500
Document Quarterly Report	true
Document Transition Report	false
Title of 12(b) Security	Common shares, nominal value €0.09 per share
Security Exchange Name	NASDAQ

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - € / shares	Jun. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common shares, par value	€ 0.09	€ 0.09
Common shares, authorized	67,500,000	67,500,000
Common shares, issued	49,853,659	46,310,589
Common shares, outstanding	49,853,659	46,310,589

Leases (Additional Information) (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Lessee, Lease, Description [Line Items]
Lessee, Operating Lease, Liability, to be Paid, Total		$ 100,000
Former Corporate Headquarters
Lessee, Lease, Description [Line Items]
Operating lease liability	$ 0

Common Stock

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

Common Stock

9. Common Stock

Share Issuances

In May 2021, the Company entered into an Open Market Sale Agreement (the “Sales Agreement”) with Jefferies LLC (“Jefferies”) to sell from time to time up to $125.0 million of the Company’s common stock through an “at the market” offering program under which Jefferies acts as the sales agent. Subject to the terms and conditions of the Sales Agreement, Jefferies can sell the common stock by any method deemed to be an “at-the-market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

Jefferies was entitled to compensation at a commission rate of up to 3.0% of the gross proceeds of shares sold under the Sales Agreement. In connection with the sale of the common shares on our behalf, Jefferies was deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of Jefferies was deemed to be underwriting commissions or discounts. The Company agreed to provide indemnification and contribution to Jefferies with respect to certain liabilities, including liabilities under the Securities Act or the Securities Exchange Act of 1934, as amended, or the Exchange Act.

As of December 31, 2022, the Company, pursuant to the Sales Agreement, had issued and sold an aggregate of 2,720,846 shares of its common stock resulting in gross proceeds of $59.5 million, before deducting sales agent commissions of $1.7 million.

During the three months ended June 30, 2023, the Company sold 3,272,280 shares of its common stock under the Sales Agreement for gross proceeds of approximately $65.5 million and net proceeds of approximately $63.8 million, after deducting sales agent fees.

Having sold approximately $124.9 million of the $125.0 million available under the Sales Agreement, on May 22, 2023, the Company delivered written notice to Jefferies, effective as of such date, to terminate the Sales Agreement. The Company was not subject to any termination penalties related to the termination of the Sales Agreement.

- Definition

The entire disclosure for equity.

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+ Details