Lyell Immunopharma, Inc. 10-K

Item 8. Financial Statements and Supplementary Data LYELL IMMUNOPHARMA, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Years ended December 31, 2021, 2020 and 2019 CONTENTS Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) 90 Audited Consolidated Financial Statements: Consolidated Balance Sheets 91 Consolidated Statements of Operations and Comprehensive Loss 92 Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) 93 Consolidated Statements of Cash Flows 94 Notes to Consolidated Financial Statements 95 89 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Lyell Immunopharma, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Lyell Immunopharma, Inc. (the Company) as of December 31, 2021 and 2020, the related consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders’ equity (deficit) and cash flows for each of the three years in the period ended December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2019. Redwood City, California March 29, 2022 90 Table of Contents Lyell Immunopharma, Inc. Consolidated Balance Sheets (in thousands, except per share amounts) As of December 31, 2021 2020 ASSETS Current assets: Cash and cash equivalents $ 293,828 $ 140,406 Marketable securities 320,966 472,213 Prepaid expenses and other current assets 11,492 4,928 Total current assets 626,286 617,547 Restricted cash 466 466 Marketable securities, non-current 283,531 79,995 Other investments 47,001 83,448 Property and equipment, net 120,098 77,045 Operating lease right-of-use assets 46,541 47,010 Other non-current assets 3,483 2,769 Total assets $ 1,127,406 $ 908,280 LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) Current liabilities: Accounts payable $ 3,207 $ 9,396 Accrued liabilities and other current liabilities 29,057 28,021 Success payment liabilities 9,486 5,773 Deferred revenue 4,988 6,095 Total current liabilities 46,738 49,285 Operating lease liabilities, non-current 66,650 50,957 Deferred revenue, non-current 79,665 89,066 Other non-current liabilities 4,566 532 Total liabilities 197,619 189,840 Commitments and contingencies (Note 16) Convertible preferred stock, $ 0.0001 par value; zero and 195,021 shares authorized at December 31, 2021 and 2020, respectively; zero and 194,474 shares issued and outstanding at December 31, 2021 and 2020, respectively — 1,010,968 Stockholders’ equity (deficit): Preferred stock, $ 0.0001 par value; 10,000 and zero shares authorized at December 31, 2021 and 2020, respectively; zero shares issued and outstanding at December 31, 2021 and 2020 — — Common stock, $ 0.0001 par value; 500,000 and 264,905 shares authorized at December 31, 2021 and 2020, respectively; 242,738 and 15,570 shares issued and outstanding at December 31, 2021 and 2020, respectively 24 2 Additional paid-in capital 1,515,748 41,357 Accumulated other comprehensive (loss) income ( 1,623 ) 256 Accumulated deficit ( 584,362 ) ( 334,143 ) Total stockholders’ equity (deficit) 929,787 ( 292,528 ) Total liabilities, convertible preferred stock and stockholders’ equity (deficit) $ 1,127,406 $ 908,280 The accompanying notes are an integral part of these consolidated financial statements. 91 Table of Contents Lyell Immunopharma, Inc. Consolidated Statements of Operations and Comprehensive Loss (in thousands, except per share amounts) Year Ended December 31, 2021 2020 2019 Revenue $ 10,650 $ 7,756 $ 657 Operating expenses (income): Research and development 138,693 182,243 63,595 General and administrative 89,057 46,881 39,151 Other operating income, net ( 2,324 ) ( 9,431 ) — Total operating expenses 225,426 219,693 102,746 Loss from operations ( 214,776 ) ( 211,937 ) ( 102,089 ) Interest income, net 1,165 5,939 8,121 Other (expense) income, net ( 161 ) 1,526 ( 35,409 ) Impairment of other investments ( 36,447 ) — — Total other (loss) income, net ( 35,443 ) 7,465 ( 27,288 ) Net loss ( 250,219 ) ( 204,472 ) ( 129,377 ) Other comprehensive (loss) gain: Net unrealized (loss) gain on marketable securities ( 1,879 ) ( 198 ) 454 Comprehensive loss $ ( 252,098 ) $ ( 204,670 ) $ ( 128,923 ) Net loss attributed to common stockholders: Net loss $ ( 250,219 ) $ ( 204,472 ) $ ( 129,377 ) Deemed dividends upon issuance or repurchase of convertible preferred stock — ( 3,582 ) ( 1,144 ) Net loss attributed to common stockholders $ ( 250,219 ) $ ( 208,054 ) $ ( 130,521 ) Net loss per common share, basic and diluted $ ( 1.84 ) $ ( 15.69 ) $ ( 24.04 ) Weighted-average shares used to compute net loss per common share, basic and diluted 135,918 13,258 5,429 The accompanying notes are an integral part of these consolidated financial statements. 92 Table of Contents Lyell Immunopharma, Inc. Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) (in thousands) Convertible Preferred Stock Common Stock Additional Paid-in Capital Accumulated Other Comprehensive (Loss) Income Retained Earnings (Accumulated Deficit) Total Stockholders’ Equity (Deficit) Shares Amount Shares Amount Balance as of December 31, 2018 74,406 $ 120,296 1,092 $ — $ 826 $ — $ 24 $ 850 Issuance of Series A convertible preferred stock, net of $ 29 in issuance costs 23,527 89,380 — — — — — — Issuance of Series B convertible preferred stock, net of $ 133 in issuance costs 23,930 162,018 — — — — — — Issuance of Series AA convertible preferred stock, net of $ 101 in issuance costs 30,253 146,325 — — — — — — Deemed dividends on issuance of Series A convertible preferred stock — 1,144 — — ( 826 ) — ( 318 ) ( 1,144 ) Issuance of common stock to strategic partners — — 910 — 2,562 — — 2,562 Repurchase of common stock — — — — ( 185 ) — — ( 185 ) Stock-based compensation — — 9,179 1 15,731 — — 15,732 Other comprehensive income — — — — — 454 — 454 Net loss — — — — — — ( 129,377 ) ( 129,377 ) Balance as of December 31, 2019 152,116 $ 519,163 11,181 $ 1 $ 18,108 $ 454 $ ( 129,671 ) $ ( 111,108 ) Issuance of Series C convertible preferred stock, net of $ 533 in issuance costs 42,905 492,467 — — — — — — Issuance of common stock to strategic partners — — 275 — 1,004 — — 1,004 Issuance of common stock for asset acquisition — — 688 — 4,000 — — 4,000 Issuance of common stock upon exercise of stock options — — 113 — 373 — — 373 Stock-based compensation — — 5,345 1 33,260 — — 33,261 Repurchase of convertible preferred stock ( 547 ) ( 662 ) — — ( 3,582 ) — — ( 3,582 ) Repurchase of common stock — — ( 2,032 ) — ( 11,806 ) — — ( 11,806 ) Other comprehensive loss — — — — — ( 198 ) — ( 198 ) Net loss — — — — — — ( 204,472 ) ( 204,472 ) Balance as of December 31, 2020 194,474 $ 1,010,968 15,570 $ 2 $ 41,357 $ 256 $ ( 334,143 ) $ ( 292,528 ) Proceeds from initial public offering, net of $ 33,198 in issuance costs — — 25,000 2 391,800 — — 391,802 Conversion of convertible preferred stock to common stock ( 194,474 ) ( 1,010,968 ) 194,474 20 1,010,948 — — 1,010,968 Issuance of common stock upon exercise of stock options — — 2,750 — 9,442 — — 9,442 Stock-based compensation — — 4,944 — 62,201 — — 62,201 Other comprehensive loss — — — — — ( 1,879 ) — ( 1,879 ) Net loss — — — — — — ( 250,219 ) ( 250,219 ) Balance as of December 31, 2021 — $ — 242,738 $ 24 $ 1,515,748 $ ( 1,623 ) $ ( 584,362 ) $ 929,787 The accompanying notes are an integral part of these consolidated financial statements. 93 Table of Contents Lyell Immunopharma, Inc. Consolidated Statements of Cash Flows (in thousands) Year Ended December 31, 2021 2020 2019 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ ( 250,219 ) $ ( 204,472 ) $ ( 129,377 ) Adjustments to reconcile net loss to net cash (used in) provided by operating activities: Stock-based compensation expense 62,201 33,261 15,732 Impairment of other investments 36,447 — — Depreciation and amortization 13,624 4,294 1,256 Change in fair value of success payment liabilities 3,713 5,337 436 Change in fair value of warrants 256 ( 1,323 ) — Lease expense, net of gain on lease remeasurement 911 3,181 3,127 Non-cash expense in connection with asset acquisition — 3,529 — Net amortization or accretion on marketable securities 1,901 539 ( 1,518 ) Loss on remeasurement of convertible preferred stock tranche liabilities — — 35,444 Expense in connection with equity issuances — — 3,566 Loss (gain) on property and equipment disposals 1,210 ( 4,884 ) — Gain on net operating lease liability disposal ( 308 ) — — Changes in operating assets and liabilities: Prepaid expenses and other assets ( 6,987 ) ( 1,388 ) ( 5,767 ) Accounts payable 91 ( 278 ) 1,709 Accrued liabilities and other current liabilities 4,542 6,120 9,755 Deferred revenue ( 10,508 ) ( 7,756 ) 102,917 Operating lease liabilities, non-current 13,202 2,966 2,194 Other non-current liabilities 3,675 — — Net cash (used in) provided by operating activities ( 126,249 ) ( 160,874 ) 39,474 CASH FLOWS FROM INVESTING ACTIVITIES Purchases of property and equipment ( 65,504 ) ( 51,481 ) ( 16,047 ) Purchases of marketable securities ( 673,465 ) ( 864,909 ) ( 610,842 ) Sales and maturities of marketable securities 617,396 686,322 238,456 Purchases of other investments — ( 43,448 ) ( 34,000 ) Net cash used in investing activities ( 121,573 ) ( 273,516 ) ( 422,433 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from initial public offering, net of issuance costs 391,802 — — Proceeds from issuance of convertible preferred stock, net of issuance costs — 492,467 351,341 Proceeds from exercise of stock options 9,442 373 — Payments for the repurchase of common stock — ( 11,806 ) ( 185 ) Payments for the repurchase of convertible preferred stock — ( 4,244 ) — Net cash provided by financing activities 401,244 476,790 351,156 Net increase (decrease) in cash, cash equivalents and restricted cash 153,422 42,400 ( 31,803 ) Cash, cash equivalents and restricted cash at beginning of period 140,872 98,472 130,275 Cash, cash equivalents and restricted cash at end of period $ 294,294 $ 140,872 $ 98,472 Represented by: Cash and cash equivalents $ 293,828 $ 140,406 $ 96,674 Restricted cash 466 466 1,798 Total $ 294,294 $ 140,872 $ 98,472 SUPPLEMENTAL CASH FLOW INFORMATION Cash received for amounts related to tenant improvement allowances $ 13,295 $ 2,966 $ 2,194 Cash paid for amounts included in the measurement of lease liabilities $ 8,546 $ 5,147 $ 1,464 Non-cash investing and financing activities: Conversion of convertible preferred stock to common stock upon closing of initial public offering $ 1,010,968 $ — $ — Purchases of property and equipment included in accounts payable and accrued liabilities $ 4,605 $ 12,740 $ 3,185 Operating lease right-of-use assets obtained in exchange for lease obligations $ — $ 30,475 $ 23,656 Remeasurement of operating lease right-of-use asset for lease modification $ 3,873 $ ( 8,958 ) $ — Other investments received for sale of assets $ — $ 6,000 $ — Non-cash deemed dividends on convertible preferred stock $ — $ — $ 1,144 The accompanying notes are an integral part of these consolidated financial statements. 94 Table of Contents Lyell Immunopharma, Inc. Notes to Consolidated Financial Statements 1. Organization Lyell Immunopharma, Inc. (the “Company”) was incorporated in Delaware in June 2018. The Company is a T‑cell reprogramming company dedicated to the mastery of T cells to cure patients with solid tumors. The Company is building a multi-modality product pipeline. The Company’s primary activities since incorporation have been to develop T‑cell therapies, perform research and development, enter into strategic collaboration and license arrangements, enable manufacturing activities in support of its product candidate development efforts, acquire technology, organize and staff the Company, conduct business planning, establish its intellectual property portfolio, raise capital and provide general and administrative support for these activities. Initial Public Offering In June 2021, the Company successfully completed its initial public offering (“IPO”) of its common stock. In connection with its IPO, the Company issued and sold 25,000,000 shares of common stock at an IPO price of $ 17.00 per share. The Company received $ 391.8 million in net proceeds, after deducting underwriting discounts and commissions of $ 29.8 million and offering expenses of $ 3.4 million. Upon the closing of the IPO, 194,474,431 shares of convertible preferred stock then outstanding converted into an equivalent number of shares of common stock. The related carrying value of the converted preferred stock of $ 1.0 billion was reclassified to common stock and additional paid in-capital. 2. Basis of Presentation and Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The consolidated financial statements include the accounts of Lyell Immunopharma, Inc. and its wholly-owned subsidiary. All significant intercompany transactions and balances are eliminated in consolidation. Certain prior period amounts in the consolidated financial statements and accompanying notes have been reclassified to conform to the current period’s presentation. Liquidity and Management’s Plan The Company is currently working on a number of long-term development projects that involve experimental technologies. The projects may require several years and substantial expenditures to complete and ultimately may be unsuccessful. The Company plans to finance operations with available cash resources or from the issuance of equity or debt securities. The Company believes that its available cash, cash equivalents and marketable securities as of December 31, 2021 will be adequate to fund its operations at least through the next 12 months from the date these consolidated financial statements are issued. The Company will require substantial additional financial resources to complete the development and commercialization of its product candidates. Additional capital may not be available on terms acceptable to the Company, or at all. If adequate funds are not available, or if the terms of potential funding sources are unfavorable, the Company’s business and ability to develop its technology and therapeutic products would be harmed. Furthermore, any sales of additional equity securities may result in dilution to the Company’s stockholders, and any debt financing may include covenants that restrict the Company’s business. Summary of Significant Accounting Policies Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make judgments, estimates and assumptions that affect reported amounts and related disclosures. Specific accounts that require management estimates include, but are not limited to, stock-based compensation, valuation of success payments, revenue recognition and accrued expenses. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from those estimates. 95 Table of Contents Lyell Immunopharma, Inc. Notes to Consolidated Financial Statements—(Continued) Comprehensive Loss Comprehensive loss includes net loss and certain changes in stockholders’ equity (deficit) that are excluded from net loss. For the years ended December 31, 2021, 2020, and 2019 this was comprised of net unrealized gains and losses on the Company’s marketable securities. Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments purchased with original maturities of three months or less from the purchase date to be cash equivalents. Cash equivalents consist primarily of amounts invested in money market accounts. Restricted cash is cash held in bank accounts and is used as collateral for letters of credits issued in conjunction with the Company’s lease agreements and collateral associated with the Company’s corporate credit card program. Marketable Securities The Company generally invests its excess cash in investment grade short- to intermediate-term fixed income securities. Such investments are classified as available-for-sale and are carried at fair value, with the unrealized gains and losses reported as a component of comprehensive loss. Realized gains and losses on available-for-sale securities are included in other (expense) income, net. The cost of investments sold is based on the specific-identification method. The Company classifies those investments that are not required for use in current operations and that mature in more than 12 months as non-current marketable securities in the accompanying consolidated balance sheets. Each reporting period, the Company evaluates whether declines in fair value below carrying value are due to expected credit losses, as well as the Company’s ability and intent to hold the investment until a forecasted recovery occurs. Expected credit losses are recorded as an allowance through other (expense) income, net. Other Investments The Company determines at the inception of each arrangement whether an investment or other interest is considered a variable interest entity (“VIE”). If the investment or other interest is determined to be a VIE, the Company evaluates whether it is considered the primary beneficiary. The primary beneficiary of a VIE is the party that meets both of the following criteria: (i) has the power to direct the activities that most significantly impact the VIE’s economic performance; and (ii) has the obligation to absorb losses or the right to receive benefits from the VIE. For investments in VIEs in which the Company is considered the primary beneficiary, the assets, liabilities and results of operations of the VIE are included in its consolidated financial statements. As of December 31, 2021 and 2020, there were no VIEs for which the Company was the primary beneficiary. The Company accounts for its strategic equity interests in non-publicly traded companies for which it does not have the ability to exercise significant influence in accordance with Accounting Standards Codification (“ASC”) 321, Investments – Equity Securities (“ASC 321”). Upon acquisition, these investments are measured at cost, which represents the then fair value. Under ASC 321, the Company can elect to subsequently measure the investments at initial cost, minus impairment and any changes, plus or minus, resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. This election must be made for each investment separately. The Company has made this election for all investments in this category and will continue to measure these investments using this method until they no longer qualify to be measured in accordance with this method. Changes in the carrying value of other investments are recognized through net loss. Each reporting period, the Company performs a qualitative assessment to evaluate whether the investment is impaired. The Company’s assessment includes a review of recent operating results and trends, recent sales/acquisitions of the investee securities and other factors that raise concerns about the investee’s ability to continue as a going concern. If the investment is impaired, an impairment charge is recognized in the amount by which the carrying amount of the investment exceeds the estimated fair value of the investment, with the impairment charge recognized through net loss. See Note 5, Other Investments , for details related to an investment impairment recognized during the year ended December 31, 2021. Additionally, the Company holds an investment in equity warrants giving it the right to acquire stock of a non‑publicly traded company. Equity warrant investments are recorded within other assets at the estimated fair value, with gains and losses recognized in other (expense) income, net. 96 Table of Contents Lyell Immunopharma, Inc. Notes to Consolidated Financial Statements—(Continued) Property and Equipment, Net Property and equipment primarily consist of laboratory equipment, computer equipment and software, furniture and fixtures and leasehold improvements. Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is calculated using the straight-line method based on the estimated useful lives of the related assets, which are generally three to five years . For leasehold improvements, amortization is calculated using the straight‑line method based on the shorter of the useful life or the lease term. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation and amortization are removed from the balance sheet and the resulting gain or loss is recorded in other (expense) income, net in the period realized. Maintenance and repairs are expensed as incurred. The Company reviews its property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Valuation of Long-lived Assets Long-lived assets are reviewed each reporting period for impairment or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, which may warrant adjustments to carrying values or estimated useful lives. Recoverability is measured by comparison of the carrying amount of an asset group to the future net undiscounted cash flows that the assets are expected to generate. If the carrying amount of an asset group exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset group exceeds the fair value of the asset group. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the projected discounted future net cash flows arising from the asset. There has been no impairment of long-lived assets for any of the periods presented. Acquisitions The Company evaluates acquisitions of assets and other similar transactions to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by first applying a screen to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If the screen is met, the transaction is accounted for as an asset acquisition. If the screen is not met, further determination is required as to whether or not the Company has acquired inputs and processes that have the ability to create outputs which would meet the requirements of a business in which case the transaction is accounted for using the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed be recognized at their estimated fair values as of the acquisition date, and that the fair value of acquired intangibles be recorded on the balance sheet. Transaction costs are expensed as incurred. Any excess of the purchase price over the assigned fair values of the net assets acquired is recorded as goodwill. If the Company determines an acquisition does not meet the definition of a business combination under the acquisition method of accounting, the transaction is accounted for as an asset acquisition. In an asset acquisition, upfront payments allocated to in-process research and development (“IPR&D”) are recorded in research and development expense if it is determined that there is no alternative future use, and subsequent milestone payments are recorded in research and development expense when achieved for technology that has not yet met product feasibility. Leases The Company leases certain office, laboratory and manufacturing spaces. In addition to minimum rent, the leases require payment of real estate taxes, insurance, common area maintenance charges and other executory costs. At inception of a contract, the Company determines whether an arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement. For all leases, the Company determines the classification of the lease as either operating or financing. As of December 31, 2021 and 2020, all of the Company’s leases were classified as operating leases. The Company recognizes right-of-use (“ROU”) assets and lease liabilities at the lease commencement date based on the present value of future lease payments over the lease term. As the Company’s leases do not provide an implicit rate, an incremental borrowing rate at each lease commencement date is used to determine the present value of future lease payments. The incremental borrowing rate is the rate of interest that the Company would pay to borrow equivalent funds on a collateralized basis at the lease commencement date. To estimate the incremental borrowing rate, a credit rating applicable to the Company is estimated using a synthetic credit rating analysis since the Company does not currently have a rating agency-based credit rating. The ROU asset includes any lease payments made prior to the lease commencement date 97 Table of Contents Lyell Immunopharma, Inc. Notes to Consolidated Financial Statements—(Continued) and is reduced by any lease incentives received or deemed payable to the Company. The lease term may include options to extend or terminate the lease when it is reasonably certain that a lease option will be exercised. Lease expense is recognized on a straight-line basis over the lease term within operating expenses on the consolidated statements of operations and comprehensive loss. The Company has elected the practical expedient to not separate lease and non-lease components for real estate leases. Additionally, the Company has elected the short-term lease recognition exemption for all short-term leases and as a result, lease liabilities and ROU assets are not included on the consolidated balance sheets for leases with an initial term of 12 months or less. Fair Value Measurements The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported fair values. The fair value hierarchy prioritizes valuation inputs based on the observable nature of those inputs. The fair value hierarchy applies only to the valuation inputs used in determining the reported fair value of the investments and is not a measure of the investment credit quality. The hierarchy defines three levels of valuation inputs: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 – Unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability. The Company’s financial instruments, in addition to those presented in Note 6, Fair Value Measurements , include cash, restricted cash, other investments, accounts payable and accrued liabilities and other current liabilities. The carrying amount of cash, restricted cash, accounts payable and accrued liabilities and other current liabilities approximate fair value because of the short-term nature of these instruments. As described in Note 5, Other Investments , other investments are carried at cost, minus impairment and any changes, plus or minus, resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Deemed Dividends Upon Issuance or Repurchase of Convertible Preferred Stock In March 2020, 546,806 shares of the Company’s Series A convertible preferred stock were repurchased by the Company at the then estimated fair value of $ 7.76 per share, which was higher than the carrying value of those shares. See Note 10, Convertible Preferred Stock . As a result, the Company recorded deemed dividends of $ 3.6 million for the year ended December 31, 2020. The transaction decreased convertible preferred stock by $ 0.7 million and reduced additional paid-in capital by $ 3.6 million. The deemed dividends increased the net loss attributed to common stockholders by $ 3.6 million. Revenue Recognition The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements within the scope of ASC 606, Revenue from Contracts with Customers , ( “ ASC 606 ” ) the Company 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 performance obligation is satisfied. In applying the ASC 606 framework, the Company must apply judgment to determine the nature of the promises within a revenue contract and whether those promises represent distinct performance obligations. In determining the transaction price, the Company does not include amounts subject to uncertainties unless it is probable that there will be no significant reversal of cumulative revenue when the uncertainty is resolved. Milestone and other forms of variable consideration that the Company may earn are subject to significant uncertainties of research and development related achievements, which generally are deemed not probable until such milestones are actually achieved. For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and 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 to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). Additionally, the Company develops assumptions that require judgment to determine the standalone 98 Table of Contents Lyell Immunopharma, Inc. Notes to Consolidated Financial Statements—(Continued) selling price of each performance obligation identified in the contract. The Company then allocates the total transaction price to each performance obligation based on the estimated standalone selling prices of each performance obligation, for which it recognizes revenue as or when the performance obligations are satisfied. At the end of each subsequent reporting period, the Company re-evaluates the variable consideration 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. Under the Company’s license agreements, the Company grants the license to a customer as it exists at the point of transfer and the nature of the license is a right to use the Company’s intellectual property as transferred. If the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenue from non-refundable, upfront fees allocated to the license when the license is transferred to the customer and the customer is able to use and benefit from the license. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time. Research and Development Expense The Company records expense for research and development costs as incurred. Research and development expenses consist of costs incurred by the Company for the discovery and development of its technology platforms and product candidates and includes costs incurred in connection with strategic collaborations, costs to license technology, personnel-related costs, including stock-based compensation expense, facility and technology related costs, research and laboratory expenses, as well as other expenses, which include consulting fees and other costs. Upfront payments and milestones paid to third parties in connection with technology platforms, which have not reached technological feasibility and do not have an alternative future use are expensed as incurred. General and Administrative Expense General and administrative costs are expensed as incurred and include personnel-related expenses, including stock-based compensation expense for personnel in executive, legal, finance and other administrative functions, legal costs, transaction costs related to collaboration and licensing agreements, as well as fees paid for accounting and tax services, consulting fees and facilities costs not otherwise included in research and development expenses. Legal costs include those related to corporate and patent matters. Success Payments The Company granted rights to success payments to Fred Hutchinson Cancer Research Center (“Fred Hutch”) and The Board of Trustees of the Leland Stanford Junior University (“Stanford”) pursuant to the terms of its research and collaboration agreements with each of those entities. Pursuant to the terms of these agreements, on each contractually prescribed measurement date, the Company may be required to make success payments based on increases in the estimated per share fair value of the Company’s common stock. See Note 3, Collaboration, License and Success Payment Agreements . The success payments are accounted for under ASC 718, Compensation – Stock Compensation , with the expense being recorded in research and development expenses. Once the service period is complete, the instrument will be accounted for under ASC 815, Derivatives and Hedging , and continue to be remeasured each reporting period with all changes in value recognized immediately in other (expense) income, net. The success payment liability is estimated at fair value at inception and at each reporting period, and the expense is accreted over the service period of the research and collaboration agreement. To determine the estimated fair value of the success payments, the Company uses a Monte Carlo simulation methodology which models the future movement of stock prices based on several key variables combined with empirical knowledge of the process governing the behavior of the stock price. The following variables were incorporated in the estimated fair value of the success payment liability: estimated fair value of the Company’s common stock, expected volatility, risk-free interest rate and the estimated number and timing of valuation measurement dates on the basis of which payments may be triggered. The computation of expected volatility was estimated based on available information about the historical volatility of stocks of similar publicly traded companies for a period matching the expected term assumption. Concentrations of Credit Risk and Off-balance Sheet Risk The Company maintains its cash, cash equivalents and restricted cash with high quality, accredited financial institutions. These amounts, at times, may exceed federally insured limits. The Company also makes short-term investments in money market funds, U.S. Treasury securities, U.S. government agency securities and corporate debt 99 Table of Contents Lyell Immunopharma, Inc. Notes to Consolidated Financial Statements—(Continued) securities, which can be subject to certain credit risk. However, the Company mitigates the risks by investing in high-grade instruments, limiting exposure to any one issuer or type of investment and monitoring the ongoing creditworthiness of the financial institutions and issuers. The Company has not experienced any credit losses in such accounts and does not believe it is exposed to significant risk on these funds. The Company has no off-balance sheet concentrations of credit risk, such as foreign currency exchange contracts, option contracts or other hedging arrangements. Claims and Contingencies From time to time, the Company may become involved in litigation and proceedings relating to claims arising from the ordinary course of business. The Company accrues a liability if the likelihood of an adverse outcome is probable and the amount is estimable. If the likelihood of an adverse outcome is only reasonably possible (as opposed to probable), or if an estimate is not determinable, the Company provides disclosure of a material claim or contingency. Stock-based Compensation Under ASC 718, the Company measures and recognizes expense for restricted stock awards (“RSAs”) and stock options granted to employees, directors and consultants based on the fair value of the awards on the date of grant. The fair value of stock options is estimated using the Black-Scholes option pricing model, which requires the use of subjective assumptions and for management to apply judgment and make estimates including: stock price volatility, the expected life of stock options, the risk-free interest rate, expected dividend, and the fair value of the underlying common stock on the date of grant. The expected volatility is based on the historical volatility of the stock of similar entities within the Company’s industry over periods commensurate with the Company’s expected term assumption. The expected term of stock option grants represents the weighted-average period the options are expected to remain outstanding and is based on the “simplified” method where the expected term is the midpoint between the vesting date and the end of the contractual term for each option. The Company bases the risk-free interest rate on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period that is commensurate with the assumed expected option term. In reference to the expected dividend yield assumption, the Company has not historically paid, and does not expect for the foreseeable future to pay, a dividend. The Company utilizes significant estimates and assumptions in determining the fair value of its common stock for financial reporting purposes. Prior to the closing of the IPO, the Company recorded expense for RSAs and stock options at prices not less than the fair market value of its common stock as determined by the board of directors, taking into consideration input from management and an independent third-party valuation analysis, and in accordance with the American Institute of Certified Public Accountants (“AICPA”) Accounting and Valuation Guide, Valuation of Privately-Held Company Equity Securities Issued as Compensation . Following the closing of the IPO, the fair value of the Company’s common stock is based on its closing price as reported on the NASDAQ Global Select Market on the date of grant. Stock-based compensation expense for RSAs and stock options is recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the respective award. The Company accounts for forfeitures as they occur. The Company also granted stock options that vest in conjunction with certain performance conditions to certain key employees. At each reporting date, the Company is required to evaluate whether achievement of the performance conditions is probable. Compensation expense is recorded over the appropriate service period based upon the Company’s assessment of accomplishing each performance provision. Income Taxes The Company determines its deferred tax assets and liabilities based on the differences between the financial reporting and tax basis of assets and liabilities. The deferred tax assets and liabilities are measured using the enacted tax rates that will be in effect when the differences are expected to reverse. A valuation allowance is recorded when it is more likely than not that the deferred tax asset will not be recovered. The Company applies judgment in the determination of the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company recognizes any material interest and penalties related to unrecognized tax benefits in income tax expense. 100 Table of Contents Lyell Immunopharma, Inc. Notes to Consolidated Financial Statements—(Continued) Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business in one operating segment and one reportable segment. Recent Accounting Pronouncements Recently Adopted Income Taxes In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, Income Taxes – Simplifying the Accounting for Income Taxes (“ASU 2019-12”). The guidance removes exceptions to the general principles in Income Taxes (Topic 740) for allocating tax expense between financial statement components, accounting basis differences stemming from an ownership change in foreign investments and interim period income tax accounting for year-to-date losses that exceed projected losses. The guidance became effective for annual reporting periods beginning after December 15, 2020 and interim periods within those fiscal years with early adoption permitted. Effective January 1, 2019, the Company early adopted ASU 2019-12. The adoption of this standard did not have a material impact on the Company ’ s consolidated financial statements. Credit Losses In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326) (“ASU 2016-13”). ASU 2016-13 implements an impairment model, known as the current expected credit loss model, that is based on expected losses rather than incurred losses. Under the new guidance, an entity will recognize as an allowance its estimate of expected credit losses. On January 1, 2020, the Company early adopted this standard by using a modified retrospective approach. The adoption did not have a material impact on the Company’s consolidated financial statements. Collaborative Arrangements In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 (“ASU 2018-18”), which clarifies that certain transactions between participants in a collaborative arrangement should be accounted for under ASC 606 when the counterparty is a customer. In addition, ASU 2018-18 precludes an entity from presenting consideration from a transaction in a collaborative arrangement as revenue from contracts with customers if the counterparty is not a customer for that transaction. On January 1, 2020, the Company early adopted this standard on a retrospective basis to the date of initial application of ASC 606. The adoption did not have a material impact on the Company’s consolidated financial statements. Cloud Computing Arrangements In August 2018, the FASB issued ASU No. 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”), which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by the amendments in this update. On January 1, 2020, the Company early adopted this standard using the prospective method. The adoption did not have a material impact on the Company’s consolidated financial statements. 3. Collaboration, License and Success Payment Agreements Fred Hutch License Agreement – In 2018, the Company entered into a license agreement with Fred Hutch that grants the Company an exclusive, worldwide, sublicensable license under certain patent rights, and a non-exclusive, worldwide, sublicensable license for certain technology, to research, develop, manufacture, improve and commercialize products and processes covered by such patent rights or incorporating such technology for all therapeutic uses for the treatment of human cancer. 101 Table of Contents Lyell Immunopharma, Inc. Notes to Consolidated Financial Statements—(Continued) The Company is also required to pay Fred Hutch annual license maintenance payments of $ 50,000 on the second anniversary of the effective date, and each anniversary of the effective date thereafter until the first commercial sale of a licensed product. Collaboration – In 2018, the Company entered into a research and collaboration agreement with Fred Hutch (“Fred Hutch Collaboration Agreement”), focused on research and development of cancer immunotherapy products. The Company funded aggregate research performed by Fred Hutch of $ 12.0 million under the Fred Hutch Collaboration Agreement and the research is conducted in accordance with a research plan and budget approved by the parties. The Fred Hutch Collaboration Agreement has a six-year term. During the year-ended December 31, 2021, one of the research plans on which the success payment service term is based, was extended from January 31, 2022 to December 31, 2022. The Company incurred $ 4.2 million, $ 4.1 million and $ 3.7 million in expense in connection with the Fred Hutch Collaboration Agreement for the years ended December 31, 2021, 2020 and 2019, respectively. Success Payments – In 2018, the Company granted Fred Hutch rights to certain success payments, pursuant to the terms of the Fred Hutch Collaboration Agreement. The potential payments for the Fred Hutch success payments are based on multiples of increased value ranging from 10 x to 50 x based on a comparison of the estimated per share fair value of the Series A convertible preferred stock, or any security into which such stock has been converted or for which it has been exchanged, relative to its original $ 1.83 per share issuance price. Upon the closing of the IPO, all shares of Series A convertible preferred stock then outstanding converted into an equivalent number of shares of common stock. The aggregate success payments to Fred Hutch are not to exceed $ 200.0 million, which would only occur upon a 50 times increase in value. Each threshold is associated with a success payment, ascending from $ 10.0 million at $ 18.29 per share to $ 200.0 million at $ 91.44 per share, payable if such threshold is reached during the measurement period. Any previous success payments made are credited against the success payment owed as of any valuation date, such that Fred Hutch does not receive multiple success payments in connection with the same threshold. The term of the success payment agreement ends on the earlier to occur of (i) the nine year anniversary of the date of the agreement and (ii) a change in control transaction. The following table summarizes the aggregate potential success payments, which are payable to Fred Hutch in cash or cash equivalents, or at the Company’s discretion, publicly-tradeable shares of the Company’s common stock: Multiple of initial equity value at issuance 10 x 20 x 30 x 40 x 50 x Per share common stock price required for payment $ 18.29 $ 36.58 $ 54.86 $ 73.15 $ 91.44 Aggregate success payment(s) (in millions) $ 10 $ 40 $ 90 $ 140 $ 200 The success payments will be owed if the per share fair value of the Company’s common stock on the contractually specified valuation measurement dates during the term of the success payment agreement equals or exceeds the above outlined multiples. The valuation measurement dates are triggered by the following events: the one-year anniversary of the Company ’ s IPO and each two-year anniversary of the Company ’ s IPO thereafter, the closing of a change in control transaction and the last day of the term of the success payment agreement, unless the term has ended due to the closing of a change of control transaction. The estimated fair values of the success payments to Fred Hutch as of December 31, 2021 and 2020 were $ 8.5 million a nd $ 8.0 million, respectively. The success payment liability is estimated at fair value at inception and at each subsequent reporting period and the expense is accreted over the service period of the Fred Hutch Collabor ation Agreement. The success payment liability was $ 6.4 million and $ 5.2 million as of December 31, 2021 and 2020, respectively. With respect to Fred Hutch success payment obligations, the Company recognized expense of $ 1.2 million, $ 4.8 million, and $ 0.4 million for the years ended December 31, 2021, 2020, and 2019 respectively. Stanford License Agreement – In 2019, the Company entered into a license agreement with Stanford to license specified patent rights. The Company is also required to pay Stanford annual license maintenance payments of $ 50,000 on the second anniversary of the effective date, and each anniversary of the effective date thereafter until the date of the first commercial sale of a licensed product. Milestone payments to Stanford of up to a maximum of $ 3.7 million per target are payable upon achievement of certain specified clinical and regulatory milestones. The Company is also obligated to pay Stanford $ 2.5 million collectively for all licensed products upon the achievement of a certain commercial milestone. Additionally, low single-digit tiered royalties based on annual net sales of the licensed products are payable to Stanford. 102 Table of Contents Lyell Immunopharma, Inc. Notes to Consolidated Financial Statements—(Continued) Collaboration Agreement – In October 2020, the Company entered into a research and collaboration agreement with Stanford (“Stanford Collaboration Agreement”), focused on research and development of cellular immunotherapy products. The Stanford Collaboration Agreement has a four-year term. The Company is committed to fund aggregate research performed by Stanford of $ 12.0 million under the Stanford Collaboration Agreement, and the research will be conducted in accordance with a research plan and budget approved by the parties. The Company incurred $ 3.0 million and $ 0.8 million in expense in connection with the Stanford Collaboration Agreement for the years ended December 31, 2021 and 2020, respectively. Success Payments – In October 2020, the Company granted Stanford rights to certain success payments, pursuant to the terms of the Stanford Collaboration Agreement. The potential payments for the Stanford success payments are based on multiples of increased value ranging from 10 x to 50 x based on a comparison of the estimated per share fair value of the Series A convertible preferred stock, or any security into which such stock has been converted or for which it has been exchanged, relative to its original $ 1.83 per share issuance price. At the closing of the IPO, all shares of Series A convertible preferred stock then outstanding converted into an equivalent number of shares of common stock. The aggregate success payments to Stanford are not to exceed $ 200.0 million, which would only occur upon a 50 times increase in value. Each threshold is associated with a success payment, ascending from $ 10.0 million at $ 18.29 per share to $ 200.0 million at $ 91.44 per share, payable if such threshold is reached during the measurement period. Any previous success payments made are credited against the success payment owed as of any valuation date, so that Stanford does not receive multiple success payments in connection with the same threshold. The term of each success payment agreement ends on the earlier to occur of (i) the nine year anniversary of the date of the agreement and (ii) a change in control transaction. The following table summarizes the aggregate potential success payments, which are payable to Stanford in cash or cash equivalents, or at the Company’s discretion, publicly-tradeable shares of the Company’s common stock: Multiple of initial equity value at issuance 10 x 20 x 30 x 40 x 50 x Per share common stock price required for payment $ 18.29 $ 36.58 $ 54.86 $ 73.15 $ 91.44 Aggregate success payment(s) (in millions) $ 10 $ 40 $ 90 $ 140 $ 200 The success payments will be owed if the per share fair value of the Company’s common stock on the contractually specified valuation measurement dates during the term of the success payment agreement equals or exceeds the above outlined multiples. The valuation measurement dates are triggered by the following events: the one-year anniversary of the Company ’ s IPO and each two-year anniversary of the Company ’ s IPO thereafter, the closing of a change in control transaction and the last day of the term of the success payment agreement, unless the term has ended due to the closing of a change of control transaction. The estimated fair value of the success payments to Stanford as of December 31, 2021 and 2020 was $ 9.9 million and $ 8.9 million, respectively. The success payment liability is estimated at fair value at inception and at each subsequent reporting period and the expense is accreted over the service period of the Stanford Collaboration Agreement. The success payment liability was $ 3.1 million and $ 0.6 million as of December 31, 2021 and 2020, respectively. With respect to Stanford success payment obligations, the Company recognized expe nse of $ 2.5 million and $ 0.6 million for the years ended December 31, 2021 and 2020, respectively. GSK In 2019, the Company entered into a Collaboration and License Agreement, amended in June 2020 and December 2021 (“GSK Agreement”) with GlaxoSmithKline Intellectual Property (No. 5) Limited and Glaxo Group Limited (together, “GSK”) for potential T-cell therapies that apply the Company’s platform technologies and cell therapy innovations with T-cell receptors (“TCRs”) or chimeric antigen receptors (“CARs”) under distinct collaboration programs. The GSK Agreement has defined two initial collaboration targets and allows GSK to nominate seven additional targets through July 2024. The Company is expected to perform research and development services for each selected target up until a defined point (the “GSK Option Point”), at which time GSK will decide whether or not to exercise an option to obtain a license from the Company (“License Option”) and take over the future development and commercialization. For each selected target, both parties will determine whether it will be developed under a Proof of Concept (“PoC”) Development Program or Component Development Program. For a PoC Development Program, the Company is expected to conduct both preclinical and clinical development for the target and present clinical trial data to GSK in connection with their evaluation of whether to exercise the License Option. For a Component Development Program, the Company is obligated to perform preclinical studies only. Along with the research activities, the Company appoints three 103 Table of Contents Lyell Immunopharma, Inc. Notes to Consolidated Financial Statements—(Continued) representatives to the joint steering committee (“JSC”) and is responsible for the manufacture of all compounds and products necessary for its research and development activities. The Company received a non-refundable upfront payment of $ 45.0 million under the GSK Agreement. In addition to the upfront payment, the Company is eligible to receive up to two one-time payments, totaling up to approximately $ 200.0 million in aggregate for technology validation of the Company’s cell therapy innovations. For each cell therapy target for which there has been a joint collaboration program, the Company also could receive up to approximately $ 400.0 million in aggregate in development and sales milestones if the target is already within GSK’s pipeline and meets certain criteria, up to approximately $ 900.0 million in aggregate in development and sales milestones for all other targets, and tiered royalties on a per-product basis ranging from low to high single digits for targets that are already within GSK’s pipeline and meet certain criteria, or from high single digit to low teens for all other targets. Milestones are paid once per target, even if there is more than one of the Company’s innovations applied to a T-cell therapy directed to that target. Any amounts received from GSK are generally non-refundable unless the Company terminates a collaboration target for safety or feasibility reasons and the funding received from GSK exceeds the costs incurred for the terminated target. In connection with the GSK Agreement, in May 2019, the Company also entered into a Stock Purchase Agreement with GSK (the “GSK Stock Purchase Agreement”), pursuant to which the Company agreed to sell 30,253,189 shares of Series AA convertible preferred stock at a price of $ 6.78 per share, which was above the issuance date estimated fair value of $ 4.84 per share. The difference between the per share values resulted in $ 58.6 million additional deemed consideration, bringing the total upfront payment of the GSK Agreement to $ 103.6 million. Research and Development Services The GSK Agreement was deemed to be within the scope of ASC 606 because GSK engaged the Company to initially provide research and development services, which are outputs of its ongoing activities, in exchange for consideration. The Company identified the following two distinct performance obligations: (i) research and development services related to the two initial collaboration targets, inclusive of the JSC participation and the manufacture of compounds necessary for providing the research and development services and (ii) a material right for GSK to nominate seven additional collaboration targets for which the Company will perform research and development services until the GSK Option Point. To allocate revenue among the performance obligations, the Company determined standalone selling prices (“SSP”) of each obligation. For the research and development services, the SSP was calculated using a cost-plus margin approach. For the material right, SSP was calculated by reference to the underlying research and development services expected to be provided and the corresponding expected consideration. All amounts included in the transaction price are allocated to performance obligations proportionate to their SSPs. As of December 31, 2020, the transaction price was deemed to be $ 103.6 million, consisting of the upfront payment of $ 45.0 million under the GSK Agreement and the $ 58.6 million allocated from the GSK Stock Purchase Agreement. Other than the upfront payment and the amounts allocated from the GSK Stock Purchase Agreement, all other contingent consideration that may be earned under the GSK Agreement is subject to uncertainties including but not limited to target addition, research and investigational new drug enabling studies, initiation of clinical trials, and other related achievements. Consequently, the transaction price currently does not include any such contingent consideration that, if included, could result in a probable significant reversal of cumulative revenue when related uncertainties become resolved. The Company will re-evaluate the transaction price at each reporting period. If and when contingent consideration is included in the transaction price, it will be allocated to the two performance obligations proportionate to their SSPs and a cumulative catch up in revenue will be recorded for the portion of the services already completed. The remaining amounts will be deferred and recognized as the services are rendered. The research and development services are transferred as the services are performed, with cost used as the measure of progress compared to total estimated cost to complete. Incurred cost represents work performed, which corresponds with, and thereby best depicts, the transfer of control to the customer. The determination of the percentage of completion requires the Company to estimate the costs to complete the project. The Company makes a detailed estimate of the costs to complete, which is reassessed every reporting period based on the latest project plan and discussions with project teams. If a change in facts or circumstances occurs, the estimate will be adjusted, and the revenue will be recognized based on the revised estimate. The difference between the cumulative revenue recognized based on the previous estimate and the revenue recognized based on the revised estimate would be recognized as an adjustment to revenue in the period in which the change in estimate occurs. 104 Table of Contents Lyell Immunopharma, Inc. Notes to Consolidated Financial Statements—(Continued) The Company recognized revenue related to the research and development services related to the two initial targets of $ 10.5 million, $ 7.8 million and $ 0.7 million for the years ended December 31, 2021, 2020 and 2019 respectively. Changes in deferred revenue during the year ended December 31, 2021 were as follows: Deferred revenue balance at December 31, 2020 $ 95,161 Revenue recognized during the period previously recorded in deferred revenue ( 10,508 ) Deferred revenue balance at December 31, 2021 $ 84,653 Exercise of the License Option In April 2021, GSK exercised the License Option on NY-ESO-1 TCR with Gen-R, a Component Development Program, and will assume sole responsibility for future development and commercialization of the program at its own cost and expense. The Company is entitled to the remaining development and sales milestones up to an aggregate of approximately $ 400.0 million as well as the tiered royalties on future sales of all such products covered by the license granted pursuant to the License Option. The exercise of the License Option was accounted for as a separate license contract for revenue recognition purposes. The Company identified one performance obligation, which was the license delivered to GSK upon the exercise of the License Option and transfer of information and data associated with the license. The Company concluded that the development milestone payments are solely dependent on GSK’s performance and achievement of the specified events and are deemed to be not probable until such development milestones are actually achieved. Therefore, the remaining development milestones are fully constrained and excluded from the transaction price until the respective milestone is achieved. The Company also concluded that sales milestones and royalties relate predominantly to the license granted to GSK. Therefore, they also have been excluded from the transaction price and will be recognized when the related sales occur. At the end of each reporting period, the Company will update its assessment of whether an estimate of variable consideration is constrained and update the estimated transaction price accordingly. As of December 31, 2021, there were no contract assets or contract liabilities related to the license contract. None of the costs to obtain or fulfill the contract were capitalized. No license revenue was recognized for the year ended December 31, 2021. PACT In June 2020, the Company entered into an agreement (“PACT Agreement”) with PACT Pharma, Inc. (“PACT”) to jointly develop and test a next generation personalized anti-cancer T-cell therapy against solid tumors. The Company paid PACT an upfront non-refundable payment of $ 50.0 million upon execution of the PACT Agreement. In November 2020, the parties agreed to suspend research and development activity under the PACT Agreement, and neither party would be required to conduct any further work under the development plan (including manufacturing development) nor incur any financial obligations (including milestone payments) that might otherwise arise, for as long as the parties continued to negotiate in good faith to resolve the issues that have arisen between them relating to the PACT Agreement. In June 2020 in connection with the entry into the PACT Agreement, the Company also entered into a stock purchase agreement with PACT (“PACT SPA”), pursuant to which the Company purchased 17,806,901 shares of PACT Series C-1 convertible preferred stock at a purchase price of $ 2.81 per share. As of the purchase date, the estimated fair value of the Series C-1 convertible preferred stock was $ 2.05 per share, and the difference between the estimated fair value of the preferred stock as of the purchase date and the purchase price of $ 13.6 million was deemed to be additional consideration for the PACT Agreement and recognized as research and development expense. As a result, the total upfront payment paid in connection with the PACT Agreement was $ 63.6 million and was included in research and development expense. The remaining $ 36.4 million associated with the PACT Series C-1 convertible preferred stock was recorded in other investments. In the fourth quarter of 2021, the Company fully impaired the remaining balance of $ 36.4 million. See Note 5, Other Investments , for additional details regarding the PACT investment impairment. In February 2021, the Company filed a demand for arbitration seeking, among other things, rescission of the PACT Agreement and the PACT SPA and recovery of the consideration paid thereunder. An arbitration hearing occurred in March 2022. The Company expects to receive the outcome of the arbitration panel in June 2022. 105 Table of Contents Lyell Immunopharma, Inc. Notes to Consolidated Financial Statements—(Continued) NCI In December 2020, the Company entered into a license agreement with the National Cancer Institute (“NCI”) to access certain intellectual property for the development of treatment of human cancers. In connection with this agreement, the Company paid $ 100,000 upfront, which was recorded as research and development expense for the year ended December 31, 2020. The Company is also required to pay NCI annual maintenance payments which may be credited against earned royaltie s. The Company incurred $ 75,000 and $ 3,100 in maintenance fees for the years ended December 31, 2021 and 2020, respectively. Under the agreement, the Company may also be required to make certain prespecified development milestone payments up to an aggregate of $ 3.1 million, and prespecified commercial milestone payments up to a maximum aggregate of $ 12.0 million for all licensed products. In June 2021, the Company entered into an amendment to the license agreement with NCI to include additional intellectual property and one additional inventor. In connection with this amendment, the Company paid $ 25,000 upfront, which was recorded in research and development expense. Under the amendment, the Company may also be required to pay prespecified additional development milestone payments that total $ 75,000 . 4. Cash Equivalents and Marketable Securities The fair value and amortized cost of cash equivalents and marketable securities by major security type as of December 31, 2021 and 2020 are presented in the following tables (in thousands): December 31, 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Money market funds $ 206,245 $ — $ — $ 206,245 U.S. Treasury securities 290,909 2 ( 1,205 ) 289,706 U.S. government agency securities 93,864 2 ( 240 ) 93,626 Corporate debt securities 285,338 — ( 182 ) 285,156 Total cash equivalents and marketable securities $ 876,356 $ 4 $ ( 1,627 ) $ 874,733 Classified as: Fair Value Cash equivalents $ 270,236 Marketable securities 320,966 Marketable securities, non-current 283,531 Total cash equivalents and marketable securities $ 874,733 December 31, 2020 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Money market funds $ 50,513 $ — $ — $ 50,513 U.S. Treasury securities 202,674 27 — 202,701 U.S. government agency securities 205,558 207 ( 1 ) 205,764 Corporate debt securities 211,086 34 ( 11 ) 211,109 Total cash equivalents and marketable securities $ 669,831 $ 268 $ ( 12 ) $ 670,087 Classified as: Fair Value Cash equivalents $ 117,879 Marketable securities 472,213 Marketable securities, non-current 79,995 Total cash equivalents and marketable securities $ 670,087 106 Table of Contents Lyell Immunopharma, Inc. Notes to Consolidated Financial Statements—(Continued) As of December 31, 2021 and 2020, the fair value of securities held by the Company in an unrealized loss position was $ 602.9 million and $ 132.6 million, respectively, and as of December 31, 2021 and 2020, securities held by the Company in an unrealized loss position have been in the continuous loss position for less than 12 months. The Company determined that there was no material change in the credit risk of the above investments during the years ended December 31, 2021 and 2020. As such, an allowance for credit losses has not been recognized. The Company does not intend to sell these securities nor does the Company believe that it will be required to sell these securities before recovery of their amortized cost basis. Gross realized gains and losses were de minimis for the years ended December 31, 2021 and 2020 and as a result, amounts reclassified out of accumulated other comprehensive (loss) income for the years ended December 31, 2021 and 2020 were also de minimis . As of December 31, 2021 and 2020, all of the Company’s marketable securities had a maturity date of two years or less, were available for use, and were classified as available-for-sale. See Note 6, Fair Value Measurements , for additional information regarding cash equivalents and marketable securities. 5. Other Investments From time to time, the Company makes minority ownership strategic investments. As of December 31, 2021 and 2020, the aggregate carrying amounts of the Company’s strategic investments in non-publicly traded companies were $ 47.0 million and $ 83.4 million , respectively. These investments are measured at initial cost, minus impairment, if any, and plus or minus changes, resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. In connection with the preparation of the financial statements for 2021, the Company performed a qualitative assessment of potential indicators of impairment and determined that indicators exist for its $ 36.4 million investment in PACT Series C-1 convertible preferred stock . While there was no single event or factor, the Company considered PACT’s operating cash flow requirements over the next year and liquid asset balances to fund those requirements and PACT’s inability to raise funds as indicators of impairment. Due to these indicators, the Company assessed the valuation of the investment in PACT as of December 31, 2021 and determined the fair value to be negligible and the impairment to be other-than-temporary in nature. As a result, the Company recorded a $ 36.4 million impairment expense for the PACT investment in the fourth quarter of 2021. The impairment charge was recorded within impairment of other investments on the Consolidated Statement of Operations and Comprehensive Loss and as a reduction to the investment balance within other investments on the Consolidated Balance Sheet. Aside from the investment in PACT, no other investments were impaired for the year ended December 31, 2021. In November 2020, the Company made a strategic equity investment of $ 13.0 million in Outpace Bio, Inc. (“Outpace”), a privately-held company, which represented a minority ownership interest at the time of the strategic investment. Outpace is engaged in the research and development of protein and cell technology platforms and has financed its activities via issuances of preferred stock. The Company determined that Outpace is a VIE and the at-risk equity holders, as a group, lack the characteristics of a controlling financial interest. The Company does not have majority voting rights, representation on Outpace’s board of directors or the power to direct the activities of this entity, and therefore it is not the primary benefic iary. As of both December 31, 2021 and 2020, the carrying value of the Company’s investment in Outpace was $ 13.0 million, which is recorded in other investments. 107 Table of Contents Lyell Immunopharma, Inc. Notes to Consolidated Financial Statements—(Continued) 6. Fair Value Measurements The following table sets forth the fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis based on the three-tier fair value hierarchy (in thousands): December 31, 2021 Level 1 Level 2 Level 3 Total Financial assets: Money market funds $ 206,245 $ — $ — $ 206,245 U.S. Treasury securities — 289,706 — 289,706 U.S. government agency securities — 93,626 — 93,626 Corporate debt securities — 285,156 — 285,156 Equity warrant investment — — 1,067 1,067 Total financial assets $ 206,245 $ 668,488 $ 1,067 $ 875,800 Financial liabilities: Success payment liabilities $ — $ — $ 9,486 $ 9,486 Total financial liabilities $ — $ — $ 9,486 $ 9,486 December 31, 2020 Level 1 Level 2 Level 3 Total Financial assets: Money market funds $ 50,513 $ — $ — $ 50,513 U.S. Treasury securities — 202,701 — 202,701 U.S. government agency securities — 205,764 — 205,764 Corporate debt securities — 211,109 — 211,109 Equity warrant investment — — 1,323 1,323 Total financial assets $ 50,513 $ 619,574 $ 1,323 $ 671,410 Financial liabilities: Success payment liabilities $ — $ — $ 5,773 $ 5,773 Total financial liabilities $ — $ — $ 5,773 $ 5,773 The Company measures the fair value of money market funds based on quoted prices in active markets for identical assets or liabilities. The Level 2 marketable securities include U.S. Treasury securities, government agency securities and corporate debt securities. The Company’s Level 2 securities are valued using third-party pricing sources. The pricing services utilize industry standard valuation models. Inputs utilized include market pricing based on real-time trade data for the same or similar securities and other significant inputs derived from or corroborated by observable market data. The Level 3 financial instruments include an equity warrant investment and the success payment liabilities. The Company’s Level 3 financial instruments are valued using valuation models which include the Black-Scholes model for valuing the equity warrant investment and a Monte Carlo simulation for the success payment liabilities. To determine the estimated fair value of the success payment liabilities, the Company uses a Monte Carlo simulation methodology that models the future movement of stock prices based on several key variables combined with empirical knowledge of the process governing the behavior of the stock price. The following variables were incorporated in the estimated fair value of the success payment liabilities: fair value of the Company ’ s common stock (Series A convertible preferred stock, prior to IPO), expected volatility, risk-free interest rate and the estimated number and timing of valuation measurement dates on the basis of which payments may be triggered. The computation of expected volatility was estimated based on available information about the historical volatility of stocks of similar publicly traded companies for a period matching the expected term assumption. 108 Table of Contents Lyell Immunopharma, Inc. Notes to Consolidated Financial Statements—(Continued) The following assumptions were incorporated into the calculation of the estimated fair value of the Fred Hutch success payment liability: December 31, 2021 2020 Fair value of common stock (Series A convertible preferred stock) $ 7.74 $ 9.07 Risk-free interest rate 0.19 % - 1.88 % 0.10 % - 1.52 % Expected volatility 75 % 80 % Expected term (in years) 0.46 - 5.97 1.00 - 6.97 The following assumptions were incorporated into the calculation of the estimated fair value of the Stanford success payment liability: December 31, 2021 2020 Fair value of common stock (Series A convertible preferred stock) $ 7.74 $ 9.07 Risk-free interest rate 0.19 % - 1.88 % 0.10 % - 1.53 % Expected volatility 75 % 80 % Expected term (in years) 0.46 - 7.75 1.00 - 8.75 The Company utilizes estimates and assumptions in determining the estimated success payment liabilities and associated expense. A small change in the valuation of the Company’s common stock may have a relatively large change in the estimated fair value of the success payment liability and associated expense. The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial assets and liabilities (in thousands): Equity Warrant Investment Success Payment Liabilities Balance at December 31, 2019 $ — $ 436 Additions 1,380 — Change in fair value (1) ( 57 ) 5,337 Balance at December 31, 2020 1,323 5,773 Change in fair value (1) ( 256 ) 3,713 Balance at December 31, 2021 $ 1,067 $ 9,486 __________ (1) The change in fair value associated with the equity warrant investment held is recorded in other (expense) income, net and the change in fair value associated with success payments liabilities is recorded in research and development expense. 7. Property and Equipment, Net Property and equipment, net, consisted of the following (in thousands): December 31, 2021 2020 Leasehold improvements $ 95,001 $ 8,452 Laboratory equipment 27,039 17,083 Computer equipment and software 1,610 724 Furniture and fixtures 384 178 Construction in progress 10,577 55,712 Property and equipment, at cost 134,611 82,149 Less: Accumulated depreciation and amortization ( 14,513 ) ( 5,104 ) Total property and equipment, net $ 120,098 $ 77,045 109 Table of Contents Lyell Immunopharma, Inc. Notes to Consolidated Financial Statements—(Continued) Depreciation and amortization expense was $ 13.5 million, $ 4.2 million and $ 1.3 million for the years ended December 31, 2021, 2020 and 2019, respectively. 8. Accrued Liabilities and Other Current Liabilities Accrued liabilities and other current liabilities consisted of the following (in thousands): December 31, 2021 2020 Accrued compensation and related benefits $ 17,296 $ 14,850 Accrued property and equipment 4,055 5,910 Accrued legal 2,619 412 Accrued research and development expenses 2,449 2,575 Current lease liabilities 1,169 3,617 Other 1,469 657 Total accrued liabilities and other current liabilities $ 29,057 $ 28,021 9. Leases The Company’s lease portfolio is comprised of operating leases for laboratory, office and manufacturing facilities located in South San Francisco, California, and Seattle and Bothell, Washington with contractual periods expiring between December 2028 and March 2031. In addition to minimum rent, the leases require payment of real estate taxes, insurance, common area maintenance charges and other executory costs. These additional charges are considered variable costs and are recognized in the period in which the costs are incurred. In 2018, the Company entered into an operating lease for approximately 34,000 square feet of office and laboratory space in Seattle, Washington, with an initial lease term expiring in December 2028. The Company has two five-year options to extend the lease, which are not reasonably assured. In 2019, the Company entered into an operating lease for approximately 34,000 square feet of office and laboratory space in South San Francisco, California. In December 2020, the Company exercised its early termination right and remeasured the remaining consideration in the contract, resulting in a gain of $ 2.9 million, which was recognized in other operating income, net. The lease termination was effective October 2021, resulting in a gain of $ 0.3 million, which was recognized in other operating income, net. Additionally, the Company recognized a loss of $ 0.6 million at lease termination on leasehold improvements unable to be moved to its new corporate headquarters in South San Francisco, California, which was recognized in other operating income, net. In 2019, the Company entered into two operating lease agreements for a combined approximately 73,000 square feet of space to develop a cell therapy manufacturing facility located in Bothell, Washington, with initial terms expiring in May 2030. The Company has two 90 -month options to extend the leases, which are not reasonably assured. In 2019, the Company entered into an operating lease agreement for approximately 108,000 square feet of office and laboratory space located in South San Francisco, California. The initial lease term expires in January 2031 with the option to extend the term for another 10 years, which is not reasonably assured. In January 2021, the Company amended the lease term to extend the lease expiration to March 2031, which resulted in an increase to the right of use asset and lease liability of $ 4.2 million. 110 Table of Contents Lyell Immunopharma, Inc. Notes to Consolidated Financial Statements—(Continued) The following table summarizes the Company’s future minimum operating lease commitments, including expected lease incentives to be received, as of December 31, 2021 (in thousands): Year Ending December 31: 2022 $ 9,807 2023 11,018 2024 11,347 2025 11,859 2026 12,209 Thereafter 48,094 Total undiscounted lease payments 104,334 Less: imputed interest ( 31,754 ) Less: tenant improvement allowances ( 4,761 ) Total operating lease liabilities $ 67,819 Reported as of December 31, 2021: Short-term portion of lease liabilities (included in accrued liabilities and other current liabilities) $ 1,169 Operating lease liabilities, non-current 66,650 Total $ 67,819 The operating lease costs for all operating leases were $ 9.4 million, $ 11.2 million and $ 4.6 million for the years ended December 31, 2021, 2020 and 2019, respectively. The operating lease costs and total commitments for short-term leases were de minimis f or the years ended December 31, 2021, 2020 and 2019. Variable lease costs for operating leases were $ 4.1 million, $ 2.1 million and $ 1.0 million for the years ended December 31, 2021, 2020 and 2019, respectively. The weighted-average remaining lease terms for operating leases were 8.8 and 9.0 years as of December 31, 2021 and 2020, respectively. The weighted-average discount rates for operating leases were 8.4 % and 9.6 % as of December 31, 2021 and 2020, respectively. In May 2021, the Company entered into a sublease, whereby the Company agreed to sublease approximately 11,000 square feet of its space in South San Francisco, California currently leased by the Company. The sublease is classified as an operating lease and will expire in March 2031. The monthly fixed payment due to the Company is $ 0.1 million, subject to annual rent increases in accordance with the contract. In September 2021, the Company entered into a sublease with Sonoma Biotherapeutics, Inc. ( “ Sonoma”), a related party, whereby the Company agreed to sublease approximately 18,000 square feet of space in South San Francisco, California currently leased by the Company. See Note 17, Related-Party Transactions . As a part of the sublease, in September 2021, the Company received a $ 4.6 million tenant improvement contribution payment, which will be recognized over the term of the sublease. The sublease is classified as an operating lease and will expire in March 2031. The monthly fixed payment due to the Company is $ 0.1 million , subject to annual rent increases in accordance with the contract. 10. Convertible Preferred Stock In March 2020, the Company sold 42,905,042 shares of its Series C convertible preferred stock at a price of $ 11.49 per share for proceeds of $ 492.5 million, net of issuance costs of $ 0.5 million. In March 2020, the Company repurchased 546,806 shares of its Series A convertible preferred stock from a related party for a purchase price of $ 4.2 million. Upon the closing of the IPO, 194,474,431 shares of convertible preferred stock then outstanding converted into an equal number of shares of common stock. As of December 31, 2021, no shares of convertible preferred stock were outstanding. 111 Table of Contents Lyell Immunopharma, Inc. Notes to Consolidated Financial Statements—(Continued) 11. Stockholders’ Equity (Deficit) The Company amended and restated its certificate of incorporation effective June 2021, increasing the number of shares the Company has the authority to issue to 510.0 million shares, of which 500.0 million are common shares and 10.0 million shares are preferred stock. Preferred Stock The Company is authorized to issue 10.0 million shares of preferred stock, par value $ 0.0001 per share. As of December 31, 2021, no shares of preferred stock were outstanding. Common Stock As of December 31, 2021 and 2020, there wer e 242,738,350 shares and 15,569,788 shares of the Company’s common stock outstanding, respectively, excluding 2,600,002 s hares and 7,562,503 shares, respectively, of RSAs outstanding that are subject to vesting requirements. In March 2020, the Company repurchased 2,032,166 shares of its common stock from a related party for a purchase price of $ 11.8 million . 12. Stock-based Compensation 2021 Equity Incentive Plan In June 2021, the Company adopted the 2021 Equity Incentive Plan (“2021 Plan”), which on the date of the underwriting agreement related to the Company’s IPO became effective with an initial reserve of 26,662,087 shares, plus any shares subject to outstanding awards granted under the 2018 Equity Incentive Plan (“2018 Plan”) that, on or after the effectiveness of the 2021 Plan, terminate or expire before exercise or settlement, are not issued because the award is settled in cash, are forfeited because of the failure to vest or are reacquired or withheld (or not issued) to satisfy a tax withholding obligation or the purchase or exercise price. In addition, the number of shares reserved for issuance under the 2021 Plan will automatically increase on January 1 of each year for a period of ten years , beginning on January 1, 2022 and continuing through January 1, 2031, in an amount equal to (1) 5 % of the total number of shares of the Company’s common stock outstanding on December 31 of the immediately preceding year, or (2) a lesser number of shares determined by the Company's board of directors no later than December 31 of the immediately preceding year. Under the 2021 Plan, the Company may grant incentive stock options, non-statutory stock options, RSAs, restricted stock units, stock appreciation rights, performance awards and other stock-based awards. Terms of stock awards, including vesting requirements, are determined by the Company’s board of directors or by a committee authorized by the Company’s board of directors, subject to provisions of the 2021 Plan. The term of any stock option granted under the 2021 Plan cannot exceed ten years . Generally, awards granted by the Company vest over four years , but may be granted with different vesting terms. In conjunction with adopting the 2021 Plan, the Company discontinued the 2018 Plan with respect to new equity awards. As of December 31, 2021 , 24.7 million shares were available for future issuance pursuant to the 2021 Plan. 2021 Employee Stock Purchase Plan In June 2021, the Company adopted the 2021 Employee Stock Purchase Plan (“2021 ESPP”), which became effective immediately prior to the execution of the underwriting agreement related to the Company’s IPO with an initial reserve of 2,470,000 shares. The 2021 ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15 % of their earnings, subject to plan limitations. Unless otherwise determined by the Company’s board of directors, employees are able to purchase shares at 85 % of the lower of the fair market value of the Company’s common stock on the first date of an offering or on the purchase date. The number of shares of the Company’s common stock reserved for issuance under the 2021 ESPP will automatically increase on January 1 of each year for a period of ten years , beginning on January 1, 2022 and continuing through January 1, 2031, by the lesser of (1) 1 % of the total number of shares of the Company’s common stock outstanding on December 31 of the immediately preceding year, and (2) 4,940,000 shares; provided, however, that the Company’s board of directors may act to provide a lesser increase in number of shares. The Company may specify offerings with durations not more than 27 months and may specify shorter purchase periods within each offering. No shares have been issued under the 2021 ESPP as of December 31, 2021. 112 Table of Contents Lyell Immunopharma, Inc. Notes to Consolidated Financial Statements—(Continued) 2018 Equity Incentive Plan In 2018, the Company established the 2018 Plan under which it may grant incentive stock options, non-statutory stock options, RSAs, restricted stock units, stock appreciation rights, and other stock-based awards. Terms of stock awards, including vesting requirements, are determined by the board of directors or by a committee authorized by the Company’s board of directors, subject to provisions of the 2018 Plan. The term of any stock option granted under the 2018 Plan cannot exceed ten years . Generally, awards granted by the Company vest over four years , but may be granted with different vesting terms. Pursuant to the terms of the 2021 Plan, any shares subject to outstanding options originally granted under the 2018 Plan that terminate, expire or lapse for any reason without the delivery of shares to the holder thereof shall become available for issuance pursuant to awards granted under the 2021 Plan. While no shares are available for future issuance under the 2018 Plan, it continues to govern outstanding equity awards granted thereunder. Stock-based Compensation Expense Stock-based compensation expense by classification included within the consolidated statements of operations and comprehensive loss was as follows (in thousands): Year Ended December 31, 2021 2020 2019 Research and development $ 15,328 $ 14,977 $ 4,926 General and administrative 46,873 18,284 10,806 Total stock-based compensation expense $ 62,201 $ 33,261 $ 15,732 Stock-based compensation expense for the year ended December 31, 2021 includes the impact of awards accelerated in connection with the Company’s IPO of $ 2.6 million. Stock Options and RSA Modifications Stock-based compensation expense includes costs related to stock option and RSA modifications in the years ended December 31, 2021 and 2020. The modifications were due to the reduction in the service level for certain employees, including the former chief executive officer (“CEO”), changes in vesting schedules and an increase to certain awards’ post-termination exercise periods. The modifications impacted both vested and unvested awards. Expense associated with vested awards was recognized in the period of the modification and expense associated with unvested awards is recognized over the remaining service life of the options or RSAs. The following is a summary of the incremental stock-based compensation expense recognized during the years ended December 31, 2021 and 2020, as well as expense to be recognized in future periods as a result of the modifications (in thousands): Year Ended December 31, Future Total 2021 2020 Expense 2021 Equity Modifications: Former CEO - Options $ 21,948 $ 4,105 $ — $ 17,843 Other - Options 1,019 1,019 — — Former CEO - RSA 10,908 3,237 — 7,671 2020 Equity Modifications: Former CEO - Options 15,052 6,044 2,755 6,253 Other - Options 4,717 1,153 2,954 610 Former CEO - RSA 20,799 10,168 4,701 5,930 Other - RSA 9,029 1,975 7,054 — Total $ 83,472 $ 27,701 $ 17,464 $ 38,307 Repricing Stock-based compensation expense includes the impact of the Company repricing certain stock options in December 2019 by canceling all existing outstanding option grants with a per share exercise price at, and higher than, $ 4.78 in exchange for new option grants at an exercise price of $ 3.65 per share. Except for the change in exercise price, the new options had the same terms and conditions as the original options, including the contractual term, vesting schedule and vesting start date. The total amount of incremental stock-based compensation expense associated with the repricing was 113 Table of Contents Lyell Immunopharma, Inc. Notes to Consolidated Financial Statements—(Continued) $ 3.3 million, of which $ 0.3 million, $ 0.7 million and $ 0.6 million were recognized for the years ended December 31, 2021, 2020 and 2019, respectively. Amounts relating to options that were already vested were recorded on the date of the modification and amounts relating to options that were unvested are expensed over the remaining vesting term of the new options. Stock-based compensation expense also includes the impact of the accelerated vesting of certain RSAs in 2019, resulting in an incremental expense of $ 8.6 million, which was recorded for the year ended December 31, 2019. At December 31, 2021, total stock-based compensation cost related to unvested awards not yet recognized was $ 136.8 million, which is expected to be recognized over a remaining weighted-average period of 2.33 years. Restricted Stock Awards A summary of the Company’s RSAs activity were as follows: Number of Shares Weighted-Average Value at Grant Date Per Share Unvested shares as of December 31, 2020 7,562,503 $ 0.0001 Vested ( 4,943,751 ) $ 0.0001 Forfeited ( 18,750 ) $ 0.0001 Unvested shares as of December 31, 2021 2,600,002 $ 0.0001 The fair value of RSAs vested during the years ended December 31, 2021, 2020 and 2019 was $ 57.1 million, $ 29.4 million and $ 33.5 million, respectively. Stock Options A summary of the Company’s stock option activity were as follows: Number of Stock Options Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Life (in years) Aggregate Intrinsic Value (in thousands) Options outstanding as of December 31, 2020 34,413,889 $ 3.33 8.67 $ 100,223 Granted 12,947,501 $ 9.09 Exercised ( 2,750,380 ) $ 3.43 Canceled or forfeited ( 2,835,831 ) $ 4.19 Options outstanding as of December 31, 2021 41,775,179 $ 5.05 7.84 $ 142,076 Options exercisable as of December 31, 2021 23,716,000 $ 3.39 7.08 $ 110,520 The fair value of stock options granted to employees, directors and consultants was estimated on the date of grant using the Black-Scholes option pricing model using the following assumptions: Year Ended December 31, 2021 2020 2019 Risk-free interest rate 0.80 % 0.79 % 1.91 % Expected volatility 79 % 75 % 75 % Expected term (in years) 6.10 6.11 6.08 Expected dividend yield 0 % 0 % 0 % The weighted-average grant date fair value of options granted for the years ended December 31, 2021, 2020 and 2019 was $ 6.59 per share, $ 3.36 per share and $ 2.24 per share, respectively. The intrinsic value of options exercised during the years ended December 31, 2021 and 2020 was $ 16.1 million a nd $ 0.3 million, respectively. No options were exercised for the year ended December 31, 2019 . 114 Table of Contents Lyell Immunopharma, Inc. Notes to Consolidated Financial Statements—(Continued) 13. Income Taxes The Company has reported pre-tax operating losses for all periods presented. The Company’s net losses are derived solely from within the U.S. The Company has not reflected any benefit for corresponding tax net operating loss carryforwards in the accompanying consolidated financial statements. The Company has established a full valuation allowance against its deferred tax assets due to the uncertainty surrounding the realization of such assets. As of December 31, 2021 and 2020, the Company had U.S. federal net operating loss (“NOL”) carryforwards of approximately $ 271.0 million and $ 116.1 million, respectively, which were available to reduce future taxable income and do not expire. The Company also had U.S. state NOL carryforwards of $ 199.4 million that begin to expire in 2038. The Company had gross U.S. federal and state tax credits of $ 9.8 million and $ 5.7 million as of December 31, 2021 and 2020, respectively, which may be used to offset future tax liabilities. The federal NOL carryforward period is indefinite, while the tax credits will begin to expire in 2039. The attributed carryforwards may become subject to annual limitations in the event of certain cumulative changes in the ownership interest of significant stockholders. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. A reconciliation of income taxes computed using the U.S. federal statutory rate to that reflected in operations follows: Year Ended December 31, 2021 2020 2019 Federal statutory tax 21.00 % 21.00 % 21.00 % State tax, net of federal benefit 6.39 4.71 0.52 Valuation allowance ( 22.43 ) ( 24.60 ) ( 15.27 ) Convertible preferred stock tranche liabilities — — ( 5.75 ) Stock-based compensation ( 5.92 ) ( 1.77 ) ( 1.69 ) Tax credits 0.99 0.95 1.24 Other ( 0.03 ) ( 0.29 ) ( 0.05 ) Effective income tax rate 0.00 % 0.00 % 0.00 % The principal components of the Company’s net deferred tax assets were as follows (in thousands): Year Ended December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 70,855 $ 28,692 Tax credit carryforwards 8,338 4,980 Accrued liabilities & allowances 3,879 3,518 Deferred revenue 8,224 8,997 Amortization 15,961 14,375 Investment basis difference 13,587 3,334 Lease liability 18,429 13,421 Stock-based compensation 2,872 5,175 Other 2,613 1,454 Gross deferred tax assets 144,758 83,946 Valuation allowance ( 127,226 ) ( 71,093 ) Deferred tax assets, net of valuation allowance 17,532 12,853 Deferred tax liabilities: Operating lease right-of-use assets ( 12,647 ) ( 11,221 ) Property and equipment ( 4,885 ) ( 1,632 ) Deferred tax liabilities ( 17,532 ) ( 12,853 ) Net deferred tax assets $ — $ — 115 Table of Contents Lyell Immunopharma, Inc. Notes to Consolidated Financial Statements—(Continued) The Company maintains a full valuation allowance on its net U.S. deferred tax assets. The assessment regarding whether a valuation allowance is required considers the evaluation of both positive and negative evidence when concluding whether it is more likely than not that deferred tax assets are realizable. In making this assessment, significant weight is given to evidence that can be objectively verified. In its evaluation, the Company considered its cumulative loss in recent years and its forecasted losses in the near-term as significant negative evidence. Based upon a review of the four sources of income identified within ASC 740, Accounting for Income Taxes (“ASC 740”), the Company determined that the negative evidence outweighed the positive evidence and a full valuation allowance on its U.S. net deferred tax assets will be maintained. The valuation allowance relates primarily to net U.S. deferred tax assets from net operating loss carryforwards, research and development tax credit carryforwards, research and development expenses capitalized and amortized for tax but deducted for GAAP and stock-based compensation. The Company will continue to assess the realizability of its deferred tax assets and adjust the valuation allowance as required by ASC 740. The increase in the valuation allowance was $ 56.1 million and $ 50.4 million for the years ended December 31, 2021 and 2020, respectively. The Company evaluates its uncertain tax positions based on a determination of whether it is more likely than not such position will be sustained based upon its technical merits and upon examination by the relevant income tax authorities with all facts known. The Company applies judgment in its measurement of an uncertain tax position recorded in its consolidated financial statements and tax return. As of December 31, 2021 and 2020, there are no penalties or accrued interest recorded in the consolidated financial statements. The Company is generally subject to examination by the U.S. federal and local income tax authorities for all tax years in which a loss carryforward is available. The Company is currently not under examination by the Internal Revenue Service or other jurisdictions for any tax years. The following tab le summarized changes to the Company’s unrecognized tax benefits (in thousands): Year Ended December 31, 2021 2020 Beginning balance $ — $ — Additions based on tax position related to the current year 396 — Additions based on prior year tax positions 400 — Ending balance $ 796 $ — 14. Net Loss Per Share Basic and diluted net loss per share attributed to common stockholders is calculated by dividing net loss attributed to common stockholders by the weighted average number of common shares outstanding during the period, without consideration for common stock equivalents. The Company’s potentially dilutive shares, which include preferred stock, unvested RSAs and options to purchase common stock, are considered to be common stock equivalents and are only included in the calculation of diluted net loss per share when their effect is dilutive. The amounts in the table below were excluded from the calculation of diluted net loss per share attributed to common stockholders for the periods indicated due to their anti-dilutive effect: Year Ended December 31, 2021 2020 2019 Convertible preferred stock — 194,474,431 152,116,195 Unvested RSAs 2,600,002 7,562,503 13,663,338 Options to purchase common stock 41,775,179 34,413,889 27,028,217 Total 44,375,181 236,450,823 192,807,750 15. Employee Benefit Plan In January 2019, the Company adopted a 401(k) retirement and savings plan (the “401(k) Plan”) covering all of its employees. The 401(k) Plan allows employees to make pre- and post-tax contributions up to the maximum allowable amount set by the IRS. As of December 31, 2021, the Company had not made any matching contributions to the 401(k) Plan on behalf of participants. 116 Table of Contents Lyell Immunopharma, Inc. Notes to Consolidated Financial Statements—(Continued) 16. Commitments and Contingencies Collaboration and License Agreements The Company has entered into certain collaboration and license agreements, including those identified in Note 3, Collaboration, License and Success Payment Agreements above, with third parties that include the funding of certain development, manufacturing and commercialization efforts with the potential for future milestone and royalty payments upon the achievement of pre-established developmental, regulatory and/or commercial milestones. The Company’s obligation to fund these efforts is contingent upon continued involvement in the programs and/or the lack of any adverse events that could cause the discontinuance of the programs. Due to the nature of these agreements, the future potential payments are inherently uncertain, and accordingly no amounts had been recorded for the potential future achievement of these targets as of December 31, 2021 and 2020. 17. Related-Party Transactions In September 2021, the Company entered into a sublease with Sonoma, with whom the Company has common stockholders with board seats. As a part of the sublease, a $ 4.6 million tenant improvement contribution payment was made by Sonoma, which will be recognized over the term of the sublease. As of December 31, 2021, accrued liabilities and other current liabilities of $ 0.5 million a nd other non-current lia bilities of $ 4.0 million we re in connection with the sublease with Sonoma. Incom e of $ 1.8 million w as recognized in other operating income, net for the year ended December 31, 2021. See Note 9, Leases , for more detail on the Sonoma sublease. The Company is party to the GSK Agreement, who is a holder of more than 10 % of the Company’s equity. See Note 3, Collaboration, License and Success Payment Agreements . Deferred revenue of $ 5.0 million and $ 6.1 million as of December 31, 2021 and 2020, respectively, and deferred revenue, net of current portion of $ 79.7 million and $ 89.1 million as of December 31, 2021 and 2020, respectively, were in connection with the GSK Agreement. Revenue recognized in connection with the GSK agreement was $ 10.5 million, $ 7.8 million and $ 0.7 million for the years ended December 31, 2021, 2020 and 2019, respectively. In March 2020, the Company repurchased 546,806 shares of its Series A convertible preferred stock and 2,032,166 shares of its common stock from a related party. See Note 10, Convertible Preferred Stock and Note 11, Stockholders’ Equity (Deficit) . 18. Asset Acquisition In May 2020, the Company completed the acquisition of 100 % of the outstanding equity of Immulus, Inc. (“Immulus”), a company focused on developing technology platforms that enable the development and production of cell therapeutics. As consideration for the acquisition, the Company paid $ 3.5 million in cash and issued an aggregate of 688,463 shares of its common stock, with an estimated fair value of $ 4.0 million. The Company also incurred $ 0.5 million of direct expenses, for total consideration of $ 8.0 million. The Company concluded the acquisition did not meet the accounting definition of a business as inputs were acquired, but no processes or outputs were acquired. Consequently, the Company accounted for the transaction as an asset acquisition with the value concentrated in IPR&D. The following table summarizes the fair value of assets acquired (in thousands): Other assets $ 487 In-process research and development (IPR&D) 7,528 Total assets acquired $ 8,015 The amount allocated to the IPR&D asset was charged to research and development expenses for the year ended December 31, 2020 as this asset had no alternative future use at the time of the acquisition transaction. In addition, the Company is also required to make milestone payments of up to $ 37.0 million to the former stockholders of Immulus upon successful completion of specified development milestones. Triggering of these milestones payments was not considered probable as of the date of the acquisition, and no expense has been recorded for these milestones for the years ended December 31, 2021 and 2020. 117 Table of Contents Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure None.