0000950170-24-091804 | 10-Q | XBRL Viewer | Dynavax Technologies Corp

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Cash, Cash Equivalents, Restricted Cash and Marketable Securities - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Detail) - USD ($)
$ in Thousands

Jun. 30, 2024

Dec. 31, 2023

Jun. 30, 2023

Dec. 31, 2022

Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents [Abstract]

Cash and cash equivalents

$ 112,501

$ 150,279

$ 226,823

$ 202,004

Restricted cash

^[1]

270

277

210

207

Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows

$ 112,771

$ 150,556

$ 227,033

$ 202,211

[1]	Restricted cash is included in "Other assets" in the Condensed Consolidated Balance Sheets.

Net Income (Loss) Per Share

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Net Income (Loss) Per Share

9. Net Income (Loss) Per Share

Basic net income (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of our common stock outstanding.

For the calculation of diluted net income per share, net income attributable to common stockholders for basic net income per share is adjusted by the effect of dilutive securities, including awards under our equity compensation plans and change in fair value of warrant liability. Diluted net income per share attributable to common stockholders is computed by dividing the resulting net income attributable to common stockholders by the weighted-average number of fully diluted common shares outstanding.

The numerators and denominators of the basic net income (loss) and diluted net income per share computations for our common stock are calculated as follows (in thousands):


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Numerator
Net income (loss) attributable to common stockholders, basic	$	11,386	$	3,431	$	2,665	$	(20,901	)

Add: interest expense on convertible notes		1,273		1,266		-		-
Net income (loss) attributable to common stockholders, diluted	$	12,659	$	4,697	$	2,665	$	(20,901	)
Denominator
Weighted average common stock outstanding, basic		130,916		128,625		130,551		128,275
Effect of dilutive shares:
Stock-based compensation plans		2,009		1,974		3,031		-
Convertible Notes (as converted to common stock)		21,543		21,543		-		-
Weighted average common stock outstanding, diluted		154,468		152,142		133,582		128,275


Net income (loss) per share attributable to common stockholders
Basic	$	0.09	$	0.03	$	0.02	$	(0.16	)
Diluted	$	0.08	$	0.03	$	0.02	$	(0.16	)

The following were excluded from the calculation of diluted net income (loss) per share as the effect of their inclusion would have been anti-dilutive (in thousands).


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Outstanding securities not included in diluted net income (loss) per share calculation:
Stock options and stock awards		8,891		6,900		6,966		15,532
Convertible Notes (as converted to common stock)		-		-		21,543		21,543
Total		8,891		6,900		28,509		37,075

Convertible Notes - Summary of Interest Expenses Related to Convertible Notes (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Debt Disclosure [Abstract]
Stated coupon interest	$ 1,409	$ 1,409	$ 2,818	$ 2,818
Amortization of debt issuance cost	289	279	575	556
Total interest expense	$ 1,698	$ 1,688	$ 3,393	$ 3,374

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ 11,386	$ 3,431	$ 2,665	$ (20,901)

- Definition

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

+ References

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+ Details

Fair Value Hierarchy for Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Assets
Total assets	$ 727,345	$ 731,112
Money Market Funds
Assets
Total assets	96,611	131,635
U.S. Treasuries
Assets
Total assets	134,696	74,237
U.S. Government Agency Securities
Assets
Total assets	172,084	216,688
Corporate Debt Securities
Assets
Total assets	323,954	308,552
Fair Value, Inputs, Level 1
Assets
Total assets	96,611	131,635
Fair Value, Inputs, Level 1 \| Money Market Funds
Assets
Total assets	96,611	131,635
Fair Value, Inputs, Level 1 \| U.S. Treasuries
Assets
Total assets	0	0
Fair Value, Inputs, Level 1 \| U.S. Government Agency Securities
Assets
Total assets	0	0
Fair Value, Inputs, Level 1 \| Corporate Debt Securities
Assets
Total assets	0	0
Fair Value, Inputs, Level 2
Assets
Total assets	630,734	599,477
Fair Value, Inputs, Level 2 \| Money Market Funds
Assets
Total assets	0	0
Fair Value, Inputs, Level 2 \| U.S. Treasuries
Assets
Total assets	134,696	74,237
Fair Value, Inputs, Level 2 \| U.S. Government Agency Securities
Assets
Total assets	172,084	216,688
Fair Value, Inputs, Level 2 \| Corporate Debt Securities
Assets
Total assets	323,954	308,552
Fair Value, Inputs, Level 3
Assets
Total assets	0	0
Fair Value, Inputs, Level 3 \| Money Market Funds
Assets
Total assets	0	0
Fair Value, Inputs, Level 3 \| U.S. Treasuries
Assets
Total assets	0	0
Fair Value, Inputs, Level 3 \| U.S. Government Agency Securities
Assets
Total assets	0	0
Fair Value, Inputs, Level 3 \| Corporate Debt Securities
Assets
Total assets	$ 0	$ 0

Revenue Recognition - Summary of Product Revenue Allowance and Reserve Categories (Detail) - HEPLISAV-B
$ in Thousands

6 Months Ended

Jun. 30, 2024

USD ($)

Accounts receivable reserves

Valuation And Qualifying Accounts Disclosure [Line Items]

Balance at Beginning of Period

$ 7,011

^[1]

34,615

^[1]

Credit or payments made during the period

(32,498)

^[1]

Adjustments related to prior periods

^[1]

Balance at End of Period

9,128

^[1]

Revenue Reserve Accruals [Member]

Valuation And Qualifying Accounts Disclosure [Line Items]

Balance at Beginning of Period

21,004

^[2]

26,626

^[2]

Credit or payments made during the period

(18,022)

^[2]

Adjustments related to prior periods

(709)

^[2]

Balance at End of Period

$ 28,899

^[2]

[1]	Reserves are for chargebacks, discounts and other fees.
[2]	Accruals are for returns, rebates and other fees.

Cash, Cash Equivalents, Restricted Cash and Marketable Securities (Tables)

6 Months Ended

Jun. 30, 2024

Cash, Cash Equivalents, and Short-Term Investments [Abstract]

Reconciliation of Cash, Cash Equivalents and Restricted Cash

The following table provides a reconciliation of cash and cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same amounts shown in the condensed consolidated statements of cash flows (in thousands):


	June 30, 2024		December 31, 2023		June 30, 2023		December 31, 2022
Cash and cash equivalents	$	112,501	$	150,279	$	226,823	$	202,004
Restricted cash (1)		270		277		210		207
Total cash and cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows	$	112,771	$	150,556	$	227,033	$	202,211

(1) Restricted cash is included in "Other assets" in the Condensed Consolidated Balance Sheets.

Summary of Cash, Cash Equivalents and Marketable Securities

Cash and cash equivalents, and marketable securities consist of the following (in thousands):


	Amortized Cost		Unrealized Gains		Unrealized Losses			Estimated Fair Value
June 30, 2024
Cash and cash equivalents:
Cash	$	8,267	$	-	$	-		$	8,267
Money market funds		96,611		-		-			96,611
Corporate debt securities		7,623		-		-			7,623
Total cash and cash equivalents		112,501		-		-			112,501
Marketable securities available-for-sale:
U.S. treasuries		134,941		76		(321	)		134,696
U.S. government agency securities		172,341		48		(305	)		172,084
Corporate debt securities		316,730		38		(437	)		316,331
Total marketable securities available-for-sale		624,012		162		(1,063	)		623,111
Total cash and cash equivalents, and marketable securities	$	736,513	$	162	$	(1,063	)	$	735,612
December 31, 2023
Cash and cash equivalents:
Cash	$	11,190	$	-	$	-		$	11,190
Money market funds		131,635		-		-			131,635
Corporate debt securities		7,453		1		-			7,454
Total cash and cash equivalents		150,278		1		-			150,279
Marketable securities available-for-sale:
U.S. treasuries		74,109		172		(44	)		74,237
U.S. government agency securities		216,265		692		(269	)		216,688
Corporate debt securities		300,803		315		(20	)		301,098
Total marketable securities available-for-sale		591,177		1,179		(333	)		592,023
Total cash and cash equivalents, and marketable securities	$	741,455	$	1,180	$	(333	)	$	742,302

Maturities of Marketable Securities Available-for-Sale

The maturities of our marketable securities available-for-sale are as follows (in thousands):


	June 30, 2024
	Amortized Cost		Estimated Fair Value
Mature in one year or less	$	372,276	$	371,881
Mature after one year through two years		251,736		251,230
	$	624,012	$	623,111

Inventories, Net (Tables)

6 Months Ended

Jun. 30, 2024

Inventory Disclosure [Abstract]

Summary of Inventories

The following table presents inventories (in thousands):


	June 30, 2024		December 31, 2023
Raw materials	$	24,130	$	27,256
Work-in-process		23,011		18,954
Finished goods		15,321		7,080
Total	$	62,462	$	53,290

Inventories, Net - Summary of Inventories (Detail) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Raw materials	$ 24,130	$ 27,256
Work-in-process	23,011	18,954
Finished goods	15,321	7,080
Total	$ 62,462	$ 53,290

Commitments and Contingencies - Summary of Weighted Average Remaining Lease Term and Weighted Average Discount Rate (Detail)	Jun. 30, 2024	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Weighted average remaining lease term	6 years 4 months 24 days	6 years 8 months 12 days
Weighted average discount rate	10.10%	10.10%

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Operating activities
Net income (loss)	$ 2,665	$ (20,901)
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
Depreciation and amortization	2,259	2,113
Amortization of right-of-use assets	1,668	1,335
Inventory write-off	1,264	0
Sublease termination loss (Note 5)	4,765	0
Accretion of discounts on marketable securities	(8,465)	(7,263)
Stock-based compensation expense	26,532	20,596
Bad debt expense	0	12,313
Non-cash interest expense	574	556
Changes in operating assets and liabilities:
Accounts and other receivables, net	(18,097)	42,448
Inventories	(10,436)	6,358
Prepaid expenses and other current assets	(6,290)	(3,172)
Other assets	(101)	703
Accounts payable	(569)	(151)
Lease liabilities	(2,109)	(1,679)
Accrued and other liabilities	374	2,412
Net cash (used in) provided by operating activities	(5,966)	55,668
Investing activities
Purchases of marketable securities	(326,121)	(259,531)
Proceeds from maturities and redemption of marketable securities	301,713	233,953
Purchases of property and equipment, net	(1,528)	(2,034)
Net cash used in investing activities	(25,936)	(27,612)
Financing activities
Proceeds from exercise of stock options	2,054	1,617
Proceeds from Employee Stock Purchase Plan	904	777
Payments for taxes related to net share settlement of restricted stock units	(8,576)	(5,778)
Net cash used in financing activities	(5,618)	(3,384)
Effect of exchange rate changes on cash and cash equivalents, and restricted cash	(265)	150
Net (decrease) increase in cash and cash equivalents, and restricted cash	(37,785)	24,822
Cash and cash equivalents, and restricted cash at beginning of period	150,556	202,211
Cash and cash equivalents, and restricted cash at end of period	112,771	227,033
Supplemental disclosure of cash flow information
Cash paid during the period for income taxes	2,963	710
Cash paid during the period for interest	2,819	2,819
Reclassification of contract asset from other current assets to other assets	0	71,307
Reclassification of CEPI accrual to CEPI accrual long-term	0	(60,337)
Advance Payments forgiven per CEPI-Bio E Assignment Agreement (Note 6)	0	(47,401)
Non-cash investing and financing activities:
Purchases of property and equipment, not yet paid	574	540
Right-of-use assets obtained in exchange of operating lease liabilities	$ 0	$ 901

Equity Plans and Stock-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement, Noncash Expense [Abstract]

Option Activity under Stock-Based Compensation Plans

The following table summarizes the activity of stock options for the six months ended June 30, 2024:


	Shares Underlying Outstanding Options (in thousands)			Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Contractual Term (years)		Aggregate Intrinsic Value (in thousands)
Balance as of December 31, 2023		10,120		$	10.78		4.18	$	37,388
Options granted		1,685			12.39
Options exercised		(316	)		7.28
Options cancelled:
Options forfeited (unvested)		(2	)		9.52
Options expired (vested)		(144	)		14.63
Balance as of June 30, 2024		11,343		$	11.07		4.22	$	14,929
Vested and expected to vest as of June 30, 2024		11,141		$	11.05		4.17	$	14,923
Exercisable as of June 30, 2024		8,118		$	10.65		3.51	$	14,696

Summary of Restricted Stock Units Activity

The following table summarizes the activity of RSUs for the six months ended June 30, 2024:


	Number of Shares (in thousands)			Weighted-Average Grant-Date Fair Value Per Share
Non-vested as of December 31, 2023		4,445		$	11.57
Granted		3,072			12.45
Vested (1)		(1,743	)		11.07
Forfeited		(105	)		12.48
Non-vested as of June 30, 2024		5,669		$	12.18

Summary of Performance Based Restricted Stock Unit

We granted market-based performance restricted stock units (“PSUs”) to certain executives. These PSUs vest upon a specified market condition. The summary of PSU activities for the six months ended June 30, 2024 is as follows:


	Number of Shares (in thousands)		Weighted-Average Grant-Date Fair Value Per Share
Non-vested as of December 31, 2023		557	$	15.95
Granted		558		17.23
Non-vested as of June 30, 2024		1,115	$	16.59

Fair Value-Based Measurements and Weighted-Average Assumptions

The weighted-average assumptions used in the calculations of these fair value measurements are as follows:


	Stock Options						Stock Options						Market-Based Performance Stock Units
	Three Months Ended						Six Months Ended						Six Months Ended
	June 30,						June 30,						June 30,
	2024			2023			2024			2023			2024			2023
Weighted-average fair value per share	$	7.48		$	7.13		$	7.84		$	7.26		$	17.23		$	18.25
Risk-free interest rate		4.3	%		3.8	%		4.2	%		4.0	%		4.3	%		4.3	%
Expected life (in years)		4.5			4.5			4.5			4.5			2.9			2.9
Volatility		0.8			0.8			0.8			0.8			0.6			0.9

Stock-Based Compensation Expense

The following table summarizes stock-based compensation expense recorded in each component of operating expenses in our condensed consolidated statements of operations, and amounts capitalized to our inventories (in thousands):


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Research and development	$	2,881	$	2,301	$	5,546	$	4,413
Selling, general and administrative		9,255		7,202		18,175		14,033
Cost of sales - product		549		399		1,108		1,094
Inventories		833		660		1,703		1,056
Total	$	13,518	$	10,562	$	26,532	$	20,596

Revenue Recognition - Summary of Disaggregation of Revenues (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Disaggregation Of Revenue [Line Items]
Total revenues	$ 73,795	$ 60,249	$ 124,584	$ 107,174
UNITED STATES
Disaggregation Of Revenue [Line Items]
Total revenues	72,586	60,249	122,085	107,174
Non-US
Disaggregation Of Revenue [Line Items]
Total revenues	1,209	0	2,499	0
HEPLISAV-B
Disaggregation Of Revenue [Line Items]
Total revenues	70,188	56,440	118,032	99,891
HEPLISAV-B \| UNITED STATES
Disaggregation Of Revenue [Line Items]
Total revenues	68,988	56,440	115,685	99,891
HEPLISAV-B \| Non-US
Disaggregation Of Revenue [Line Items]
Total revenues	1,200	0	2,347	0
Product
Disaggregation Of Revenue [Line Items]
Total revenues	70,188	56,440	118,032	99,891
Product \| UNITED STATES
Disaggregation Of Revenue [Line Items]
Total revenues	68,988	56,440	115,685	99,891
Product \| Non-US
Disaggregation Of Revenue [Line Items]
Total revenues	1,200	0	2,347	0
Other Revenue
Disaggregation Of Revenue [Line Items]
Total revenues	3,607	3,809	6,552	7,283
Other Revenue \| UNITED STATES
Disaggregation Of Revenue [Line Items]
Total revenues	3,598	3,809	6,400	7,283
Other Revenue \| Non-US
Disaggregation Of Revenue [Line Items]
Total revenues	$ 9	$ 0	$ 152	$ 0

- Definition

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

+ References + Details

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-41

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 4: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 5: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479941/924-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-5

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-30

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-42

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

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-40

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-4

+ Details

Commitments and Contingencies - Summary of Operating Lease Expense (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Operating lease expense	$ 1,496	$ 1,392	$ 2,912	$ 2,780

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2024	Aug. 01, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--12-31
Entity File Number	001-34207
Entity Registrant Name	Dynavax Technologies Corporation
Entity Central Index Key	0001029142
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	DVAX
Security Exchange Name	NASDAQ
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	33-0728374
Entity Address, Address Line One	2100 Powell Street
Entity Address, Address Line Two	Suite 720
Entity Address, City or Town	Emeryville
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94608
City Area Code	510
Local Phone Number	848-5100
Entity Common Stock, Shares Outstanding		131,044,383

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Revenues:
Total revenues	$ 73,795	$ 60,249	$ 124,584	$ 107,174
Operating expenses:
Cost of sales - product	11,985	13,537	22,952	28,249
Research and development	14,950	13,046	28,478	26,651
Selling, general and administrative	41,662	37,071	85,727	73,614
Bad debt expense	0	0	0	12,313
Total operating expenses	68,597	63,654	137,157	140,827
Income (loss) from operations	5,198	(3,405)	(12,573)	(33,653)
Other income (expense):
Interest income	9,201	7,378	18,668	13,975
Interest expense	(1,698)	(1,688)	(3,393)	(3,374)
Sublease income (Note 5)	2,205	1,993	603	3,591
Other	0	(71)	103	(48)
Net income (loss) before income taxes	14,906	4,207	3,408	(19,509)
Provision for income taxes	(3,520)	(776)	(743)	(1,392)
Net income (loss)	$ 11,386	$ 3,431	$ 2,665	$ (20,901)
Net income (loss) per share attributable to common stockholders
Basic	$ 0.09	$ 0.03	$ 0.02	$ (0.16)
Diluted	$ 0.08	$ 0.03	$ 0.02	$ (0.16)
Weighted-average shares used in computing net income per share attributable to common stockholders:
Basic	130,916	128,625	130,551	128,275
Diluted	154,468	152,142	133,582	128,275
Product
Revenues:
Total revenues	$ 70,188	$ 56,440	$ 118,032	$ 99,891
Other Revenue
Revenues:
Total revenues	$ 3,607	$ 3,809	$ 6,552	$ 7,283

Organization

6 Months Ended

Jun. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization

1. Organization

Dynavax Technologies Corporation (“we,” “our,” “us,” “Dynavax” or the “Company”) is a commercial stage biopharmaceutical company developing and commercializing innovative vaccines to help protect the world against infectious diseases. Our first marketed product, HEPLISAV-B® [Hepatitis B Vaccine (Recombinant), Adjuvanted] is approved in the United States, the European Union and Great Britain for the prevention of infection caused by all known subtypes of hepatitis B virus in adults aged 18 years and older. In May 2022, we commenced commercial shipments of HEPLISAV-B in Germany.

We are advancing a pipeline of differentiated product candidates that leverage our CpG 1018® adjuvant, the adjuvant used in HEPLISAV-B, to develop improved vaccines in indications with unmet medical needs. These programs include vaccine candidates under development for shingles and Tdap, and a plague vaccine candidate program in collaboration with and fully funded by the U.S. Department of Defense ("DoD").

Additionally, we manufacture and have supplied in the past CpG 1018 adjuvant, the adjuvant used in HEPLISAV-B, through both commercial supply agreements, and through preclinical and clinical research collaborations with third-party organizations.

Basis of Presentation

Our accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 10 of Regulation S-X. In our opinion, these unaudited condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, which we consider necessary to present fairly our financial position and the results of our operations and cash flows. As permitted under those rules, certain footnotes or other financial information that are normally required by GAAP have been condensed or omitted. Interim-period results are not necessarily indicative of results of operations or cash flows to be expected for a full-year period or any other interim-period.

The condensed consolidated balance sheet as of December 31, 2023 has been derived from audited financial statements at that date, but excludes some disclosures required by GAAP for complete financial statements.

The unaudited condensed consolidated financial statements and these notes should be read in conjunction with the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission (the “SEC”).

The unaudited condensed consolidated financial statements include the accounts of Dynavax and our wholly-owned subsidiaries, Dynavax GmbH, located in Düsseldorf, Germany, Dynavax India LLP, located in India, and a branch of Dynavax registered in Italy. All significant intercompany accounts and transactions among these entities have been eliminated from the unaudited condensed consolidated financial statements. We operate in one business segment: discovery, development and commercialization of novel vaccines.

Use of Estimates

The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make informed estimates and assumptions that may affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes, including amounts of revenues and expenses during the reported periods. Management’s estimates are based on historical information available as of the date of the unaudited condensed consolidated financial statements and various other assumptions we believe are reasonable under the circumstances. On an ongoing basis, we evaluate our estimates, judgments and methodologies. Significant estimates and assumptions in the unaudited condensed consolidated financial statements include those related to revenue recognition; accounts receivable; useful lives of long-lived assets; valuation procedures for right-of-use assets and operating lease liabilities; valuation of inventory; research and development expenses; contingencies and share-based compensation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ materially from these estimates under different assumptions or conditions. Changes in estimates are reflected in reported results in the period in which they become known.

Recent Accounting Pronouncements

Accounting Standards Update 2016-13

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of adopting ASU 2023-07.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of adopting ASU 2023-09.

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value Hierarchy for Financial Assets and Liabilities Measured at Fair Value on Recurring Basis

The following table represents the fair value hierarchy for our financial assets (cash equivalents and marketable securities) measured at fair value on a recurring basis (in thousands):


	Level 1		Level 2		Level 3		Total
June 30, 2024
Assets
Money market funds	$	96,611	$	-	$	-	$	96,611
U.S. treasuries		-		134,696		-		134,696
U.S. government agency securities		-		172,084		-		172,084
Corporate debt securities		-		323,954		-		323,954
Total assets	$	96,611	$	630,734	$	-	$	727,345

	Level 1		Level 2		Level 3		Total
December 31, 2023
Assets
Money market funds	$	131,635	$	-	$	-	$	131,635
U.S. treasuries		-		74,237		-		74,237
U.S. government agency securities		-		216,688		-		216,688
Corporate debt securities		-		308,552		-		308,552
Total assets	$	131,635	$	599,477	$	-	$	731,112

Net Income Per Share (Tables)

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Computation of Basic and Diluted Net Income Per Share

The numerators and denominators of the basic net income (loss) and diluted net income per share computations for our common stock are calculated as follows (in thousands):


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Numerator
Net income (loss) attributable to common stockholders, basic	$	11,386	$	3,431	$	2,665	$	(20,901	)

Add: interest expense on convertible notes		1,273		1,266		-		-
Net income (loss) attributable to common stockholders, diluted	$	12,659	$	4,697	$	2,665	$	(20,901	)
Denominator
Weighted average common stock outstanding, basic		130,916		128,625		130,551		128,275
Effect of dilutive shares:
Stock-based compensation plans		2,009		1,974		3,031		-
Convertible Notes (as converted to common stock)		21,543		21,543		-		-
Weighted average common stock outstanding, diluted		154,468		152,142		133,582		128,275


Net income (loss) per share attributable to common stockholders
Basic	$	0.09	$	0.03	$	0.02	$	(0.16	)
Diluted	$	0.08	$	0.03	$	0.02	$	(0.16	)

Outstanding Stock Options and Stock Awards Excluded from Calculation of Net Loss Per Share

The following were excluded from the calculation of diluted net income (loss) per share as the effect of their inclusion would have been anti-dilutive (in thousands).


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Outstanding securities not included in diluted net income (loss) per share calculation:
Stock options and stock awards		8,891		6,900		6,966		15,532
Convertible Notes (as converted to common stock)		-		-		21,543		21,543
Total		8,891		6,900		28,509		37,075

Convertible Notes - Additional Information (Detail) $ / shares in Units, $ in Thousands	1 Months Ended	6 Months Ended
	May 31, 2021 USD ($)	Jun. 30, 2024 USD ($) Days $ / shares shares
Debt Instrument [Line Items]
Debt instrument, convertible, threshold trading days \| Days		20
Fair value of the convertible notes		$ 280,000
2.50% Convertible Senior Notes Due 2026
Debt Instrument [Line Items]
Aggregate principal amount	$ 225,500	225,500
Debt issuance and offering costs	5,700	$ 2,200
Proceeds from issuance of Convertible Notes, net	219,800
Debt instrument, interest rate terms		The Convertible Notes are general unsecured obligations and accrue interest at a rate of 2.50% per annum payable semiannually in arrears on May 15 and November 15 of each year, beginning on November 15, 2021.
Debt maturity date		May 15, 2026
Initial conversion rate		95.5338
Debt conversion, original debt, principal amount converted		$ 1,000
Debt instrument, conversion price per share \| $ / shares		$ 10.47
Debt Instrument, redemption, description		We may redeem for cash all or any portion of the Convertible Notes (subject to the partial redemption limitation described in the indenture governing the Convertible Notes), at our option, on or after May 20, 2024 and prior to the 31st scheduled trading day immediately preceding the maturity date, if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on the trading day immediately preceding the date on which we provide notice of redemption, at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.
Debt instrument interest rate, effective percentage		3.10%
2.50% Convertible Senior Notes Due 2026 \| Debt Instrument, Conversion, Period One
Debt Instrument [Line Items]
Debt instrument, convertible, threshold consecutive trading days \| Days		30
2.50% Convertible Senior Notes Due 2026 \| Debt Instrument, Conversion, Period One \| Maximum
Debt Instrument [Line Items]
Debt instrument, convertible, threshold percentage of stock price trigger		130.00%
2.50% Convertible Senior Notes Due 2026 \| Debt Instrument, Conversion, Period Two
Debt Instrument [Line Items]
Debt instrument, convertible, threshold trading days \| Days		5
Debt instrument, convertible, threshold consecutive trading days \| Days		10
2.50% Convertible Senior Notes Due 2026 \| Debt Instrument, Conversion, Period Two \| Maximum
Debt Instrument [Line Items]
Debt instrument, convertible, threshold percentage of stock price trigger		98.00%
Loan Agreement
Debt Instrument [Line Items]
Repayments of debt	190,200
Capped Calls
Debt Instrument [Line Items]
Net Proceeds to Pay the Costs	$ 27,200	$ 27,200
Number of shares converted \| shares		21,542,871
Initial strike price \| $ / shares		$ 10.47
Initial cap price \| $ / shares		$ 15.8
Reduction to additional paid-in capital, capped calls cost		$ 27,200

Equity Plans and Stock-Based Compensation - Option Activity under Stock-Based Compensation Plans (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Shares Underlying Outstanding Options
Beginning balance	10,120
Options granted	1,685
Options exercised	(316)
Options forfeited (unvested)	(2)
Options expired (vested)	(144)
Ending balance	11,343	10,120
Vested and expected to vest as of June 30, 2024	11,141
Exercisable as of June 30, 2024	8,118
Weighted-Average Exercise Price Per Share
Beginning balance	$ 10.78
Options granted	12.39
Options exercised	7.28
Options forfeited (unvested)	9.52
Options expired (vested)	14.63
Ending balance	11.07	$ 10.78
Vested and expected to vest as of June 30, 2024	11.05
Exercisable as of June 30, 2024	$ 10.65
Weighted-Average Remaining Contractual Term (years)
Weighted - Average Remaining Contractual Term (years), balance	4 years 2 months 19 days	4 years 2 months 4 days
Vested and expected to vest as of June 30, 2024	4 years 2 months 1 day
Exercisable as of June 30, 2024	3 years 6 months 3 days
Aggregate Intrinsic Value
Balance as of December 31, 2023	$ 37,388
Balance as of June 30, 2024	14,929	$ 37,388
Vested and expected to vest as of June 30, 2024	14,923
Exercisable as of June 30, 2024	$ 14,696

Cash, Cash Equivalents, Restricted Cash and Marketable Securities - Summary of Cash, Cash Equivalents and Marketable Securities (Detail) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Cash and Cash Equivalents
Cash Cash Equivalents And Marketable Securities [Line Items]
Amortized Cost	$ 112,501	$ 150,278
Unrealized Gains	0	1
Unrealized Losses	0	0
Estimated Fair Value	112,501	150,279
Marketable Securities Available-for-Sale
Cash Cash Equivalents And Marketable Securities [Line Items]
Amortized Cost	624,012	591,177
Unrealized Gains	162	1,179
Unrealized Losses	(1,063)	(333)
Estimated Fair Value	623,111	592,023
Marketable Securities Available-for-Sale \| Cash and Cash Equivalents
Cash Cash Equivalents And Marketable Securities [Line Items]
Amortized Cost	736,513	741,455
Unrealized Gains	162	1,180
Unrealized Losses	(1,063)	(333)
Estimated Fair Value	735,612	742,302
Cash \| Cash and Cash Equivalents
Cash Cash Equivalents And Marketable Securities [Line Items]
Amortized Cost	8,267	11,190
Unrealized Gains	0	0
Unrealized Losses	0	0
Estimated Fair Value	8,267	11,190
Money Market Funds \| Cash and Cash Equivalents
Cash Cash Equivalents And Marketable Securities [Line Items]
Amortized Cost	96,611	131,635
Unrealized Gains	0	0
Unrealized Losses	0	0
Estimated Fair Value	96,611	131,635
U.S. Treasuries \| Marketable Securities Available-for-Sale
Cash Cash Equivalents And Marketable Securities [Line Items]
Amortized Cost	134,941	74,109
Unrealized Gains	76	172
Unrealized Losses	(321)	(44)
Estimated Fair Value	134,696	74,237
U.S. Government Agency Securities \| Marketable Securities Available-for-Sale
Cash Cash Equivalents And Marketable Securities [Line Items]
Amortized Cost	172,341	216,265
Unrealized Gains	48	692
Unrealized Losses	(305)	(269)
Estimated Fair Value	172,084	216,688
Corporate Debt Securities \| Cash and Cash Equivalents
Cash Cash Equivalents And Marketable Securities [Line Items]
Amortized Cost	7,623	7,453
Unrealized Gains	0	1
Unrealized Losses	0	0
Estimated Fair Value	7,623	7,454
Corporate Debt Securities \| Marketable Securities Available-for-Sale
Cash Cash Equivalents And Marketable Securities [Line Items]
Amortized Cost	316,730	300,803
Unrealized Gains	38	315
Unrealized Losses	(437)	(20)
Estimated Fair Value	$ 316,331	$ 301,098

Commitments and Contingencies - Additional Information (Detail) $ in Thousands, € in Millions		1 Months Ended						3 Months Ended		6 Months Ended
	Mar. 07, 2024 USD ($)	Oct. 31, 2023 USD ($)	Sep. 30, 2023 USD ($)	May 31, 2022 USD ($)	Sep. 30, 2021 USD ($)	Aug. 31, 2020 USD ($)	Nov. 30, 2009 USD ($)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 EUR (€)	Jun. 30, 2024 USD ($)	Feb. 22, 2024 ft²	Dec. 31, 2023 USD ($)	May 31, 2021 USD ($)
Loss Contingencies [Line Items]
Lease area \| ft²														75,662
Termination of sublease agreement	$ 3,500
Write-off of accrued balance	4,800
Collection of termination payment	$ 1,300
Sublease (expense) income (Note 5)								$ 600	$ 2,000	$ 2,200	$ 3,600
Cash paid for amounts included in the measurement of operating lease liabilities										$ 3,800	$ 3,500
Long-term debt, net of debt discount													$ 2,228		$ 2,802
Aggregate minimum commitment													7,400		7,400
Description of avecia supply agreement										On September 7, 2023 (the “Effective Date”), we entered into an agreement (the “Avecia Supply Agreement”) with Nitto Denko Avecia Inc. (“Avecia”) for the manufacture and supply of our CpG 1018 adjuvant using a specific production process. Under the Avecia Supply Agreement, Avecia has agreed to produce and supply to us quantities of CpG 1018 adjuvant ordered by us after the Effective Date. Subject to certain conditions in the Avecia Supply Agreement, we are obligated to purchase all of our annual volume requirements of CpG 1018 adjuvant from Avecia up to a specified production capacity. We may alternatively order CpG 1018 adjuvant produced using a different production process pursuant to the existing supply agreement between us and Avecia dated October 1, 2012 (the “2012 Agreement”). Included in the balance of our material non-cancelable purchase and other commitments for the supply of HEPLISAV-B, as of June 30, 2024 and December 31, 2023, our aggregate minimum commitment for the supply of CpG 1018 adjuvant under the Avecia Supply Agreement totaled $7.4 million for each period, anticipated within the next 12 months.
HEPLISAV-B
Loss Contingencies [Line Items]
Non-cancelable purchase and other commitments													38,200		$ 43,400
Symphony Dynamo Holdings LLC
Loss Contingencies [Line Items]
License arrangement contingent consideration percentage							50.00%
License arrangement upfront payment							$ 50,000
TriSalus
Loss Contingencies [Line Items]
Payment to holdings						$ 2,500
Payment received for pre-commercialization milestone			$ 1,000	$ 1,000	$ 1,000
TriSalus \| Asset Purchase Agreement
Loss Contingencies [Line Items]
Payment made for pre-commercialization milestone		$ 500		$ 500	$ 500
Deutsche Bank Securities
Loss Contingencies [Line Items]
Financial instruments, owned, at fair value \| €												€ 0.2
Deutsche Bank Securities \| Letter of Credit [Member]
Loss Contingencies [Line Items]
Financial instruments, owned, at fair value \| €												€ 0.2
2.50% Convertible Senior Notes Due 2026
Loss Contingencies [Line Items]
Aggregate principal amount													225,500			$ 225,500
Long-term debt, net of debt discount													$ 2,200
Emeryville, California (Premises)
Loss Contingencies [Line Items]
Lease option to extend										Certain of these leases also include options to renew or extend the lease for two successive five-year terms
Minimum [Member] \| Emeryville, California (Premises)
Loss Contingencies [Line Items]
Lease term												3 years	3 years
Maximum [Member] \| Emeryville, California (Premises)
Loss Contingencies [Line Items]
Lease term												12 years	12 years

Revenue Recognition - Summary of balances and activities in our contract asset account (Details) - CpG 1018 adjuvant
$ in Thousands

6 Months Ended

Jun. 30, 2024

USD ($)

Balance at Beginning of Period

$ 71,307

^[1]

Balance at Beginning of Period

1,389

^[2]

Additions

6,400

^[2]

Subtractions

(5,396)

^[2]

Balance at End of Period

2,393

^[2]

Balance at End of Period

$ 71,307

^[1]

[1]	The Clover contract asset was included in long term assets to reflect the timing of expected long term demand for CpG 1018 adjuvant for Clover Product. See Note 6 for further discussion.
[2]	The $2.4 million of contract asset is derived from our agreement with the DoD.

Inventories, Net

6 Months Ended

Jun. 30, 2024

Inventory Disclosure [Abstract]

Inventories, net

4. Inventories

The following table presents inventories (in thousands):


	June 30, 2024		December 31, 2023
Raw materials	$	24,130	$	27,256
Work-in-process		23,011		18,954
Finished goods		15,321		7,080
Total	$	62,462	$	53,290

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive (Loss) Income	Accumulated Deficit
Beginning Balances at Dec. 31, 2022	$ 581,013	$ 128	$ 1,510,518	$ (5,438)	$ (924,195)
Beginning Balances (in shares) at Dec. 31, 2022		127,604
Issuance of common stock upon exercise of stock options, shares		244
Issuance of common stock upon exercise of stock options	1,617		1,617
Issuance of common stock upon release of restricted stock awards, net of statutory tax withholdings	(5,963)	$ 1	(5,964)
Issuance of common stock upon release of restricted stock awards, net of statutory tax withholdings, Shares		850
Issuance of common stock under Employee Stock Purchase Plan	777		777
Issuance of common stock under Employee Stock Purchase Plan (in shares)		81
Stock compensation expense	20,596		20,596
Total other comprehensive income (Loss)	66			66
Net Income (Loss)	(20,901)				(20,901)
Ending Balances at Jun. 30, 2023	577,205	$ 129	1,527,544	(5,372)	(945,096)
Ending Balances (in shares) at Jun. 30, 2023		128,779
Beginning Balances at Mar. 31, 2023	563,732	$ 128	1,516,331	(4,200)	(948,527)
Beginning Balances (in shares) at Mar. 31, 2023		128,472
Issuance of common stock upon exercise of stock options, shares		203
Issuance of common stock upon exercise of stock options	1,378		1,378
Issuance of common stock upon release of restricted stock awards, net of statutory tax withholdings	(726)	$ 1	(727)
Issuance of common stock upon release of restricted stock awards, net of statutory tax withholdings, Shares		104
Stock compensation expense	10,562		10,562
Total other comprehensive income (Loss)	(1,172)			(1,172)
Net Income (Loss)	3,431				3,431
Ending Balances at Jun. 30, 2023	577,205	$ 129	1,527,544	(5,372)	(945,096)
Ending Balances (in shares) at Jun. 30, 2023		128,779
Beginning Balances at Dec. 31, 2023	622,072	$ 130	1,554,634	(2,108)	(930,584)
Beginning Balances (in shares) at Dec. 31, 2023		129,530
Issuance of common stock upon exercise of stock options, shares		294
Issuance of common stock upon exercise of stock options	2,054		2,054
Issuance of common stock upon release of restricted stock awards, net of statutory tax withholdings	(8,575)	$ 1	(8,576)
Issuance of common stock upon release of restricted stock awards, net of statutory tax withholdings, Shares		1,066
Issuance of common stock under Employee Stock Purchase Plan	904		904
Issuance of common stock under Employee Stock Purchase Plan (in shares)		94
Stock compensation expense	26,532		26,532
Total other comprehensive income (Loss)	(2,803)			(2,803)
Net Income (Loss)	2,665				2,665
Ending Balances at Jun. 30, 2024	642,849	$ 131	1,575,548	(4,911)	(927,919)
Ending Balances (in shares) at Jun. 30, 2024		130,984
Beginning Balances at Mar. 31, 2024	618,480	$ 131	1,562,027	(4,373)	(939,305)
Beginning Balances (in shares) at Mar. 31, 2024		130,859
Issuance of common stock upon exercise of stock options, shares		54
Issuance of common stock upon exercise of stock options	419		419
Issuance of common stock upon release of restricted stock awards, net of statutory tax withholdings	(416)		(416)
Issuance of common stock upon release of restricted stock awards, net of statutory tax withholdings, Shares		71
Stock compensation expense	13,518		13,518
Total other comprehensive income (Loss)	(538)			(538)
Net Income (Loss)	11,386				11,386
Ending Balances at Jun. 30, 2024	$ 642,849	$ 131	$ 1,575,548	$ (4,911)	$ (927,919)
Ending Balances (in shares) at Jun. 30, 2024		130,984

Cash, Cash Equivalents, Restricted Cash and Marketable Securities - Maturities of Marketable Securities Available-for-Sale (Detail) $ in Thousands	Jun. 30, 2024 USD ($)
Amortized Cost
Mature in one year or less	$ 372,276
Mature after one year through two years	251,736
Total amortized cost	624,012
Estimated Fair Value
Mature in one year or less	371,881
Mature after one year through two years	251,230
Total estimated fair value	$ 623,111

Commitments and Contingencies (Tables)

6 Months Ended

Jun. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Summary of Operating Lease Expense

Our lease expense comprises of the following (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Operating lease expense	$	1,496	$	1,392	$	2,912	$	2,780

Summary of Balance Sheet Classification of Operating Lease Liabilities

The balance sheet classification of our operating lease liabilities was as follows (in thousands):


	June 30, 2024		December 31, 2023
Operating lease liabilities:
Current portion of lease liabilities (included in other current liabilities)	$	4,536	$	4,496
Long-term portion of lease liabilities		27,473		29,720
Total operating lease liabilities	$	32,009	$	34,216

Summary of Maturities of Sublease Income and Operating Lease Liabilities

As of June 30, 2024, the maturities of our sublease income and operating lease liabilities were as follows (in thousands):


Years ending December 31,	Sublease Income		Operating Lease Liabilities
2024 (remaining)	$	2,960	$	3,808
2025		6,127		6,962
2026		6,342		6,103
2027		6,564		6,034
2028		6,794		6,197
Thereafter		16,191		15,007
Total	$	44,978		44,111
Less:
Present value adjustment				(12,102	)
Total			$	32,009

Summary of Weighted Average Remaining Lease Term and Weighted Average Discount Rate

The weighted average remaining lease term and the weighted average discount rate used to determine the operating lease liabilities were as follows:


	June 30, 2024			December 31, 2023
Weighted average remaining lease term	6.4 years			6.7 years
Weighted average discount rate		10.1	%		10.1	%

Organization (Policies)	6 Months Ended
Organization (Policies)	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Basis of Presentation Our accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 10 of Regulation S-X. In our opinion, these unaudited condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, which we consider necessary to present fairly our financial position and the results of our operations and cash flows. As permitted under those rules, certain footnotes or other financial information that are normally required by GAAP have been condensed or omitted. Interim-period results are not necessarily indicative of results of operations or cash flows to be expected for a full-year period or any other interim-period. The condensed consolidated balance sheet as of December 31, 2023 has been derived from audited financial statements at that date, but excludes some disclosures required by GAAP for complete financial statements. The unaudited condensed consolidated financial statements and these notes should be read in conjunction with the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission (the “SEC”). The unaudited condensed consolidated financial statements include the accounts of Dynavax and our wholly-owned subsidiaries, Dynavax GmbH, located in Düsseldorf, Germany, Dynavax India LLP, located in India, and a branch of Dynavax registered in Italy. All significant intercompany accounts and transactions among these entities have been eliminated from the unaudited condensed consolidated financial statements. We operate in one business segment: discovery, development and commercialization of novel vaccines.
Use of Estimates	Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make informed estimates and assumptions that may affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes, including amounts of revenues and expenses during the reported periods. Management’s estimates are based on historical information available as of the date of the unaudited condensed consolidated financial statements and various other assumptions we believe are reasonable under the circumstances. On an ongoing basis, we evaluate our estimates, judgments and methodologies. Significant estimates and assumptions in the unaudited condensed consolidated financial statements include those related to revenue recognition; accounts receivable; useful lives of long-lived assets; valuation procedures for right-of-use assets and operating lease liabilities; valuation of inventory; research and development expenses; contingencies and share-based compensation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ materially from these estimates under different assumptions or conditions. Changes in estimates are reflected in reported results in the period in which they become known.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Accounting Standards Update 2016-13 In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of adopting ASU 2023-07. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of adopting ASU 2023-09.

Common Stock

6 Months Ended

Jun. 30, 2024

Preferred Stock Common Stock And Warrants [Abstract]

Common Stock

10. Common Stock

Common Stock Outstanding

As of June 30, 2024, there were 130,984,369 shares of our common stock outstanding.

We entered into an at-the-market Sales Agreement with Cowen and Company, LLC (“Cowen”) on August 6, 2020 and an amendment to such agreement on August 3, 2023 (the sales agreement as amended, the “ATM Agreement”). Under the ATM Agreement, we may offer and sell from time to time, at our sole discretion, shares of our common stock having an aggregate offering price of up to $120.0 million through Cowen as our sales agent. We agreed to pay Cowen a commission of up to 3% of the gross sales proceeds of any common stock sold through Cowen under the ATM Agreement. As of June 30, 2024, we had $120.0 million remaining under the ATM Agreement.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 13
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Fair Value Measurements

6 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

2. Fair Value Measurements

We measure fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The accounting standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following:

•

Level 1—Observable inputs, such as quoted prices in active markets for identical assets or liabilities;

•

Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and

•

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities; therefore, requiring an entity to develop its own valuation techniques and assumptions.

Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurements. We review the fair value hierarchy classification on a quarterly basis. Changes in the ability to observe valuation inputs may result in a reclassification of levels for certain assets or liabilities within the fair value hierarchy. There were no transfers between Level 1, 2 and 3 during the three and six months ended June 30, 2024.

The carrying amounts of cash equivalents, accounts and other receivables, accounts payable and accrued liabilities are considered reasonable estimates of their respective fair value because of their short-term nature.

Recurring Fair Value Measurements

The following table represents the fair value hierarchy for our financial assets (cash equivalents and marketable securities) measured at fair value on a recurring basis (in thousands):


	Level 1		Level 2		Level 3		Total
June 30, 2024
Assets
Money market funds	$	96,611	$	-	$	-	$	96,611
U.S. treasuries		-		134,696		-		134,696
U.S. government agency securities		-		172,084		-		172,084
Corporate debt securities		-		323,954		-		323,954
Total assets	$	96,611	$	630,734	$	-	$	727,345

	Level 1		Level 2		Level 3		Total
December 31, 2023
Assets
Money market funds	$	131,635	$	-	$	-	$	131,635
U.S. treasuries		-		74,237		-		74,237
U.S. government agency securities		-		216,688		-		216,688
Corporate debt securities		-		308,552		-		308,552
Total assets	$	131,635	$	599,477	$	-	$	731,112

Money market funds are highly liquid investments and are actively traded. The pricing information on these investment instruments is readily available and can be independently validated as of the measurement date. This approach results in the classification of these securities as Level 1 of the fair value hierarchy.

U.S. treasuries, U.S. government agency securities and corporate debt securities are measured at fair value using Level 2 inputs. We review trading activity and pricing for these investments as of each measurement date. When sufficient quoted pricing for identical securities is not available, we use market pricing and other observable market inputs for similar securities obtained from various third-party data providers. These inputs represent quoted prices for similar assets in active markets or these inputs have been derived from observable market data. This approach results in the classification of these securities as Level 2 of the fair value hierarchy.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
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-Publisher FASB
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+ Details

Convertible Notes (Tables)

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Summary of Interest Expenses Related to Convertible Notes

The following table presents the components of interest expense related to Convertible Notes (in thousands):


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Stated coupon interest	$	1,409	$	1,409	$	2,818	$	2,818
Amortization of debt issuance cost		289		279		575		556
Total interest expense	$	1,698	$	1,688	$	3,393	$	3,374

Revenue Recognition (Tables)

6 Months Ended

Jun. 30, 2024

Summary of Disaggregation of Revenues

The following table disaggregates our product revenue, net by product and geographic region and disaggregates our other revenues by geographic region (in thousands):


	Three Months Ended						Three Months Ended
	June 30, 2024						June 30, 2023
	U.S.		Non U.S.		Total		U.S.		Non U.S.		Total
Product revenue, net
HEPLISAV-B	$	68,988	$	1,200	$	70,188	$	56,440	$	-	$	56,440
Total product revenue, net		68,988		1,200		70,188		56,440		-		56,440
Other revenue		3,598		9		3,607		3,809		-		3,809
Total revenues	$	72,586	$	1,209	$	73,795	$	60,249	$	-	$	60,249

	Six Months Ended						Six Months Ended
	June 30, 2024						June 30, 2023
	U.S.		Non U.S.		Total		U.S.		Non U.S.		Total
Product revenue, net
HEPLISAV-B	$	115,685	$	2,347	$	118,032	$	99,891	$	-	$	99,891
Total product revenue, net		115,685		2,347		118,032		99,891		-		99,891
Other revenue		6,400		152		6,552		7,283		-		7,283
Total revenues	$	122,085	$	2,499	$	124,584	$	107,174	$	-	$	107,174

HEPLISAV-B

Schedule of Revenues from Major Customers

The following table summarizes HEPLISAV-B product revenue from each of our three largest customers (as a percentage of total HEPLISAV-B net product revenue):


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2024			2023			2024			2023
Largest customer		28	%		24	%		28	%		24	%
Second largest customer		22	%		21	%		21	%		23	%
Third largest customer		18	%		18	%		18	%		17	%

Summary of Product Revenue Allowance and Reserve Categories

The following table summarizes balances and activities in HEPLISAV-B product revenue allowance and reserve categories for the six months ended June 30, 2024 (in thousands):


	Balance at Beginning of Period		Provisions related to current period sales		Credit or payments made during the period			Adjustments related to prior periods			Balance at End of Period
Six months ended June 30, 2024:
Accounts receivable reserves (1)	$	7,011	$	34,615	$	(32,498	)	$	-		$	9,128
Revenue reserve accruals (2)	$	21,004	$	26,626	$	(18,022	)	$	(709	)	$	28,899

(1)

Reserves are for chargebacks, discounts and other fees.

(2)

Accruals are for returns, rebates and other fees.

CpG 1018 adjuvant

Summarizes balances and activities in our contract asset account

The following table summarizes balances and activities in our contract asset account (in thousands):


	Balance at Beginning of Period		Additions		Subtractions			Balance at End of Period
Six months ended June 30, 2024
Contract asset, included in other current assets (1)	$	1,389	$	6,400	$	(5,396	)	$	2,393
Contract asset, included in other assets (long term) (2)	$	71,307	$	-	$	-		$	71,307

(1) The $2.4 million of contract asset is derived from our agreement with the DoD.

(2) The Clover contract asset was included in long term assets to reflect the timing of expected long term demand for CpG 1018 adjuvant for Clover Product. See Note 6 for further discussion.

Equity Plans and Stock-Based Compensation - Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Deferred Compensation Arrangement With Individual Share Based Payments [Line Items]
Stock-based compensation expense	$ 13,518	$ 10,562	$ 26,532	$ 20,596
Research and Development
Deferred Compensation Arrangement With Individual Share Based Payments [Line Items]
Stock-based compensation expense	2,881	2,301	5,546	4,413
Selling, General and Administrative
Deferred Compensation Arrangement With Individual Share Based Payments [Line Items]
Stock-based compensation expense	9,255	7,202	18,175	14,033
Cost of Sales - Product
Deferred Compensation Arrangement With Individual Share Based Payments [Line Items]
Stock-based compensation expense	549	399	1,108	1,094
Inventory
Deferred Compensation Arrangement With Individual Share Based Payments [Line Items]
Stock-based compensation expense	$ 833	$ 660	$ 1,703	$ 1,056

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Allowance for doubtful accounts receivables	$ 12,313	$ 12,313
Long-term debt, net of debt discount	$ 2,228	$ 2,802
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	278,000,000	278,000,000
Common stock, shares issued	130,984,000	129,530,000
Common stock, shares outstanding	130,984,369	129,530,000

Commitments and Contingencies - Summary of Maturities of Sublease Income and Operating Lease Liabilities (Detail) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Sublease Income
2024 (remaining)	$ 2,960
2025	6,127
2026	6,342
2027	6,564
2028	6,794
Thereafter	16,191
Total	44,978
Operating Lease Liabilities
2024 (remaining)	3,808
2025	6,962
2026	6,103
2027	6,034
2028	6,197
Thereafter	15,007
Total	44,111
Present value adjustment	(12,102)
Total	$ 32,009	$ 34,216

Revenue Recognition - Schedule of Revenues from Major Customers (Detail) - HEPLISAV-B - Product Concentration Risk [Member] - Revenue Benchmark [Member]	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Largest Customer
Concentration Risk [Line Items]
Percentage of product revenue	28.00%	24.00%	28.00%	24.00%
Second Largest Customer
Concentration Risk [Line Items]
Percentage of product revenue	22.00%	21.00%	21.00%	23.00%
Third Largest Customer
Concentration Risk [Line Items]
Percentage of product revenue	18.00%	18.00%	18.00%	17.00%

Organization - Additional Information (Detail)	6 Months Ended
Organization - Additional Information (Detail)	Jun. 30, 2024 USD ($)
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Increase in revenue adjustment	$ 38,700
HEPLISAV-B
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Minimum age approved for vaccine prevention of infection caused	18 years

Cash, Cash Equivalents, Restricted Cash and Marketable Securities - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Investments, Debt and Equity Securities [Abstract]
Gross realized losses on investmnents	$ 0	$ 0	$ 0	$ 0

Insider Trading Arrangements

3 Months Ended

Jun. 30, 2024

Trading Arrangements, by Individual

Material Terms of Trading Arrangement

Trading Arrangements

During our last fiscal quarter, our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated the contracts, instructions or written plans for the purchase or sale of our securities set forth in the table below.



			Type of Trading Arrangement
Name and Position	Action	Adoption/ Termination Date	Rule 10b5-1*	Non-Rule 10b5-1**	Total Shares of Common Stock to be Sold	Total Shares of Common Stock to be Purchased	Expiration Date
Robert Janssen, M.D., Chief Medical Officer and Senior Vice President, Clinical Development, Medical and Regulatory Affairs	Adoption	May 30, 2024	X		311,535 shares of common stock underlying stock options		September 12, 2025, unless earlier terminated as outlined in the plan
* Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
** “Non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K under the Exchange Act.

Name

Robert Janssen

Title

M.D.,Chief Medical Officer and Senior Vice President

Rule 10b5-1 Arrangement Adopted

true

May 30, 2024

September 12, 2025

471 days

311,535

Net Income (Loss) Per Share - Computation of Basic and Diluted Net (Loss) Income Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Disclosure Computation Of Basic And Diluted Earnings Per Share [Abstract]
Net income (loss) attributable to common stockholders, basic	$ 11,386	$ 3,431	$ 2,665	$ (20,901)
Add: interest expense on convertible notes	1,273	1,266
Net income (loss) attributable to common stockholders, diluted	$ 12,659	$ 4,697	$ 2,665	$ (20,901)
Weighted average common stock outstanding, basic	130,916	128,625	130,551	128,275
Stock-based compensation plans	2,009	1,974	3,031	0
Convertible Notes (as converted to common stock)	21,543	21,543	0	0
Weighted average common stock outstanding, diluted	154,468	152,142	133,582	128,275
Basic	$ 0.09	$ 0.03	$ 0.02	$ (0.16)
Diluted	$ 0.08	$ 0.03	$ 0.02	$ (0.16)

Equity Plans and Stock-Based Compensation

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement, Noncash Expense [Abstract]

Equity Plans and Stock-Based Compensation

11. Equity Plans and Stock-Based Compensation

Equity Plans

In January 2021, we adopted the Dynavax Technologies Corporation 2021 Inducement Award Plan (“2021 Inducement Plan”), pursuant to which we reserved 1,500,000 shares of common stock for issuance under the plan to be used exclusively for grants of awards to individuals who were not previously our employees or directors. In June 2021, we amended the 2021 Inducement Plan (“Amended 2021 Inducement Plan”) to increase the number of shares of common stock reserved under the 2021 Inducement Plan to 3,250,000. The Amended 2021 Inducement Plan was terminated effective as of April 3, 2022 and, therefore, there are no shares of our common stock available for grant.

In May 2024, our stockholders approved the amendment and restatement of our 2018 Equity Incentive Plan (the “Amended 2018 EIP”) to, among other things, increase the authorized number of shares of common stock by 11,400,000. The maximum number of shares of common stock that may be issued under the Amended 2018 EIP, will not exceed 41,440,250 shares of common stock. As of June 30, 2024, the Amended 2018 EIP and the Amended and Restated 2014 Employee Stock Purchase Plan are our active plans (the "Plans").

The Amended 2018 EIP is administered by our Board of Directors, or a designated committee of the Board of Directors, and awards granted under the Amended 2018 EIP have a term of seven years unless earlier terminated by the Board of Directors. As of June 30, 2024, there were 14,193,145 shares of common stock reserved for issuance under the Amended 2018 EIP.

Under our Amended 2018 EIP, we may grant stock options, restricted stock units ("RSUs"), performance-based awards, and other awards that are settled in shares of our common stock. Our equity awards generally vest over a three-year period contingent

upon continuous service and unless exercised, expire seven or ten years from the date of grant (or earlier upon termination of continuous service). Activity under our Plans is set forth below:

Stock Options

The following table summarizes the activity of stock options for the six months ended June 30, 2024:


	Shares Underlying Outstanding Options (in thousands)			Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Contractual Term (years)		Aggregate Intrinsic Value (in thousands)
Balance as of December 31, 2023		10,120		$	10.78		4.18	$	37,388
Options granted		1,685			12.39
Options exercised		(316	)		7.28
Options cancelled:
Options forfeited (unvested)		(2	)		9.52
Options expired (vested)		(144	)		14.63
Balance as of June 30, 2024		11,343		$	11.07		4.22	$	14,929
Vested and expected to vest as of June 30, 2024		11,141		$	11.05		4.17	$	14,923
Exercisable as of June 30, 2024		8,118		$	10.65		3.51	$	14,696

Restricted Stock Units

The following table summarizes the activity of RSUs for the six months ended June 30, 2024:


	Number of Shares (in thousands)			Weighted-Average Grant-Date Fair Value Per Share
Non-vested as of December 31, 2023		4,445		$	11.57
Granted		3,072			12.45
Vested (1)		(1,743	)		11.07
Forfeited		(105	)		12.48
Non-vested as of June 30, 2024		5,669		$	12.18

(1) Inclusive of approximately 676,958 RSUs for the six months ended June 30, 2024, which were not converted into shares due to net share settlement in order to cover the required amount of employee withholding taxes. The value of the withheld shares was classified as a reduction to additional paid-in capital.

Market-based Performance Stock Units


	Number of Shares (in thousands)		Weighted-Average Grant-Date Fair Value Per Share
Non-vested as of December 31, 2023		557	$	15.95
Granted		558		17.23
Non-vested as of June 30, 2024		1,115	$	16.59

Performance-based Options

As of June 30, 2024, approximately 36,000 shares underlying performance-based options were outstanding.

Significant Assumptions in Estimating Option Fair Value

The fair value of each time-based option is estimated on the date of grant using the Black-Scholes option valuation model. The fair value of each RSU is determined at the date of grant using our closing stock price. The fair value of each PSU is estimated using the Monte Carlo simulation method on the date of grant. The weighted-average assumptions used in the calculations of these fair value measurements are as follows:


	Stock Options						Stock Options						Market-Based Performance Stock Units
	Three Months Ended						Six Months Ended						Six Months Ended
	June 30,						June 30,						June 30,
	2024			2023			2024			2023			2024			2023
Weighted-average fair value per share	$	7.48		$	7.13		$	7.84		$	7.26		$	17.23		$	18.25
Risk-free interest rate		4.3	%		3.8	%		4.2	%		4.0	%		4.3	%		4.3	%
Expected life (in years)		4.5			4.5			4.5			4.5			2.9			2.9
Volatility		0.8			0.8			0.8			0.8			0.6			0.9

Stock-based Compensation

Compensation expense is based on awards ultimately expected to vest and reflects estimated forfeitures. For equity awards with time-based vesting, the fair value is amortized to expense on a straight-line basis over the vesting periods.

We have also granted performance-based equity awards to certain of our employees. For equity awards with performance-based vesting criteria, the fair value is amortized to expense when the achievement of the vesting criteria becomes probable.


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Research and development	$	2,881	$	2,301	$	5,546	$	4,413
Selling, general and administrative		9,255		7,202		18,175		14,033
Cost of sales - product		549		399		1,108		1,094
Inventories		833		660		1,703		1,056
Total	$	13,518	$	10,562	$	26,532	$	20,596

Income Taxes

6 Months Ended

Jun. 30, 2024

Income Tax Disclosure [Abstract]

Income Taxes

12. Income Taxes

We are subject to U.S. federal, state and foreign income taxes. For the three and six months ended June 30, 2024, we recorded a provision for income taxes of approximately $3.5 million and $0.7 million, respectively. For the three and six months ended June 30, 2023, we recorded a provision for income taxes of approximately $0.8 million and $1.4 million, respectively. Our effective tax rate was approximately 23.6% and 21.8% for the three and six months ended June 30, 2024, respectively. Our effective tax rate was approximately (3.1)% and (5.7)% for the three and six months ended June 30, 2023, respectively. For the six months ended June 30, 2024, the primary difference between the effective tax rate and the federal statutory rate is driven by state and foreign tax expense. For the six months ended June 30, 2023, the primary difference between the effective tax rate and the federal statutory rate is due to the benefit of net operating losses utilized during the periods and the full valuation allowance we established on our federal, state, and certain foreign deferred tax assets.

The tax benefit of net operating losses, temporary differences and credit carryforwards is required to be recorded as an asset to the extent that management assesses that realization is "more likely than not." Realization of the future tax benefits is dependent on our ability to generate sufficient taxable income within the carryforward period. A high degree of judgment is required to determine if, and the extent to which, valuation allowances should be recorded against deferred tax assets. In making such determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. Based on all available evidence as of June 30, 2024, both positive and negative, and the weight of that evidence to the extent such evidence can be objectively verified, management believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits is currently not more likely than not to be realized, and, accordingly, has provided a valuation allowance.

- Definition

The entire disclosure for income tax.

+ References

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+ Details

Convertible Notes

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Convertible Notes

7. Convertible Notes

In May 2021, we issued $225.5 million of Convertible Notes in a private placement. Total proceeds from the issuance of the Convertible Notes, net of debt issuance and offering costs of $5.7 million, were $219.8 million. We used $190.2 million of the net proceeds to retire our previous loan agreement with CRG Servicing LLC and $27.2 million of the net proceeds to pay the costs of the Capped Calls described below.

The Convertible Notes are general unsecured obligations and accrue interest at a rate of 2.50% per annum payable semiannually in arrears on May 15 and November 15 of each year, beginning on November 15, 2021. The Convertible Notes mature on May 15, 2026, unless converted, redeemed or repurchased prior to such date.

The Convertible Notes are convertible into cash, shares of our common stock or a combination of cash and shares of our common stock, at our election, at an initial conversion rate of 95.5338 shares of our common stock per $1,000 principal amount of the Convertible Notes, which is equivalent to an initial conversion price of approximately $10.47 per share of our common stock. The Convertible Notes are convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding February 15, 2026, only under the following circumstances:

•

During any calendar quarter (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;

•

During the five business day period after any ten consecutive trading day period (the “measurement period”), in which the “trading price” (as defined the indenture governing the Convertible Notes) per $1,000 principal amount of the Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day;

•

If we call such Convertible Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or

•

Upon the occurrence of specified corporate events as set forth in the indenture governing the Convertible Notes.

On or after February 15, 2026 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the Convertible Notes may convert all or any portion of their Convertible Notes regardless of the foregoing circumstances.

Since we have the election of repaying the Convertible Notes in cash, shares of our common stock, or a combination of both, we continued to classify the Convertible Notes as long-term debt on the condensed consolidated balance sheets as of June 30, 2024.

We may redeem for cash all or any portion of the Convertible Notes (subject to the partial redemption limitation described in the indenture governing the Convertible Notes), at our option, on or after May 20, 2024 and prior to the 31st scheduled trading day immediately preceding the maturity date, if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on the trading day immediately preceding the date on which we provide notice of redemption, at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

If we undergo a fundamental change (as set forth in the indenture governing the Convertible Notes), noteholders may require us to repurchase for cash all or any portion of their Convertible Notes at a repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. In addition, following certain corporate events (as set forth in the indenture governing the Convertible Notes) or if we deliver a notice of redemption prior to the maturity date, we will, in certain circumstances, adjust the conversion rate for a noteholder who elects to convert its notes in connection with such a corporate event or such notice of redemption.

We accounted for the Convertible Notes as a single liability in accordance with ASU 2020-06 - Accounting for Convertible Instruments and Contracts in an Entity's Own Equity (“ASU 2020-06”). As of June 30, 2024, the Convertible Notes were recorded at the aggregate principal amount of $225.5 million less unamortized issuance costs of $2.2 million as a long-term liability on the condensed consolidated balance sheets. As of June 30, 2024, the fair value of the Convertible Notes was $280 million. The fair value was estimated using a reputable third-party valuation model based on observable inputs and is considered Level 2 in the fair value hierarchy. The debt issuance costs are amortized to interest expense over the contractual term of the Convertible Notes at an effective interest rate of 3.1%.

The following table presents the components of interest expense related to Convertible Notes (in thousands):


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Stated coupon interest	$	1,409	$	1,409	$	2,818	$	2,818
Amortization of debt issuance cost		289		279		575		556
Total interest expense	$	1,698	$	1,688	$	3,393	$	3,374

Capped Calls

In connection with the issuance of the Convertible Notes, we entered into capped call transactions with one of the initial purchasers of the Convertible Notes and other financial institutions, totaling $27.2 million (the “Capped Calls”). The Capped Calls cover, subject to customary adjustments, the number of shares of our common stock that initially underlie the Convertible Notes (or 21,542,871 shares of our common stock). The Capped Calls have an initial strike price and an initial cap price of $10.47 per share and $15.80 per share, respectively, subject to certain adjustments. Conditions that cause adjustments to the initial strike price of the Capped Calls mirror conditions that result in corresponding adjustments to the conversion price of the Convertible Notes. The Capped Calls are expected to offset the potential dilution to our common stock as a result of any conversion of the Convertible Notes, subject to a cap based on the cap price.

For accounting purposes, the Capped Calls are considered separate financial instruments and not part of the Convertible Notes. As the Capped Calls transactions meet certain accounting criteria, we recorded the cost of the Capped Calls, totaling $27.2 million, as a reduction to additional paid-in capital within the condensed consolidated statements of stockholders’ equity.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Statement of Comprehensive Income [Abstract]
Net Income (Loss)	$ 11,386	$ 3,431	$ 2,665	$ (20,901)
Other comprehensive income (loss), net of tax:
Change in unrealized loss on marketable securities available-for-sale	(289)	(1,197)	(1,746)	(531)
Cumulative foreign currency translation adjustments	(249)	25	(1,057)	597
Total other comprehensive (loss) income	(538)	(1,172)	(2,803)	66
Total comprehensive loss	$ 10,848	$ 2,259	$ (138)	$ (20,835)

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

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

+ References

+ Details

- Definition

Amount after tax and reclassification adjustments of other comprehensive income (loss).

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

Equity Plans and Stock-Based Compensation - Additional Information (Detail) - shares	6 Months Ended
	Jun. 30, 2024	May 05, 2024	Dec. 31, 2023	Jun. 30, 2021	Jan. 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Increase in aggregate number of shares of common stock authorized for issuance		11,400,000
Employee Stock Option
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Options vesting period	7 years
Restricted Stock Units (RSUs) [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Restricted stock units awards outstanding	5,669,000		4,445,000
Performance Based Restricted Stock Units [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Restricted stock units awards outstanding	1,115,000		557,000
Minimum \| Restricted Stock Units (RSUs) [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expiration period	7 years
Maximum \| Restricted Stock Units (RSUs) [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expiration period	10 years
2018 Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Newly reserved shares of common stock	14,193,145			3,250,000	1,500,000
2014 Employee Stock Purchase Plan \| Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares issued to employees		41,440,250
Performance Based Vesting Schedule [Member] \| Performance Based Restricted Stock Units [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Restricted stock units awards outstanding	36,000

Equity Plans and Stock-Based Compensation -Summary of Performance Based Restricted Stock Unit (Detail) - Performance Based Restricted Stock Units shares in Thousands	6 Months Ended
	Jun. 30, 2024 $ / shares shares
Number of Shares
Non-vested, Beginning Balance \| shares	557
Granted \| shares	558
Non-vested, Ending Balance \| shares	1,115
Weighted-Average Grant-Date Fair Value Per Share
Non-vested, Beginning Balance \| $ / shares	$ 15.95
Granted \| $ / shares	17.23
Non-vested, Ending Balance \| $ / shares	$ 16.59

Collaboration, Development and Supply Agreements - Additional Information (Detail) - USD ($)		1 Months Ended		3 Months Ended		6 Months Ended
	Apr. 26, 2023	Apr. 30, 2023	Sep. 30, 2021	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Aug. 31, 2023	Apr. 27, 2023
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Allowance for doubtful accounts receivables				$ 12,313,000		$ 12,313,000		$ 12,313,000
Advance Payments forgiven per CEPI-Bio E Assignment Agreement (Note 6)				0	$ (47,401,000)	0	$ (47,401,000)
Repayment of Advance from Customer										$ 47,400,000
Account Receivable				976,000		976,000		3,926,000
Revenue recognized				73,795,000	60,249,000	124,584,000	107,174,000
Accrued liabilities				48,488,000		48,488,000		$ 49,448,000
Increase in revenue adjustment						38,700
Inventory write-off						1,264,000	0
Prepayment of advance payment		$ 13,500,000
CEPI Partners [Member]
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Advance Payments forgiven per CEPI-Bio E Assignment Agreement (Note 6)				175,000,000		175,000,000
Repayment of Advance from Customer				67,300,000		67,300,000
Long-term deferred revenue				0		0
Deferred Revenue, Noncurrent, Total				0		0
Accrual Long Term Balance				60,300,000		60,300,000
Accrued liabilities				47,400,000		47,400,000
Clover
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Accrual Long Term Balance				60,300,000		60,300,000
Clover \| Supply Agreement
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Contract asset balance				71,300,000		71,300,000
Biological E. Limited
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Additional future payment	$ 5,500,000								$ 12,300,000
Repayment of Advance from Customer	47,400,000			47,400,000		47,400,000
Accounts Receivable Net Current									1,000,000
Advance payment received	125,000,000								$ 250,000,000
Prepayment of advance payment	$ 14,500,000
U.S. Department of Defense
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Revenue recognized				$ 3,600,000	$ 3,800,000	$ 6,400,000	$ 7,300,000
Proceeds from grant			$ 22,000,000
CEPI Member
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Accounts Receivable Net Current										$ 47,400,000

Equity Plans and Stock-Based Compensation - Summary of Restricted Stock Units Activity (Detail) - Restricted Stock Units (RSUs)
shares in Thousands

6 Months Ended

Jun. 30, 2024

$ / shares

Number of Shares

Non-vested, Beginning Balance | shares

4,445

Granted | shares

3,072

Vested | shares

(1,743)

^[1]

Forfeited | shares

(105)

Non-vested, Ending Balance | shares

5,669

Weighted-Average Grant-Date Fair Value Per Share

Non-vested, Beginning Balance | $ / shares

$ 11.57

Granted | $ / shares

12.45

Vested | $ / shares

11.07

^[1]

Forfeited | $ / shares

12.48

Non-vested, Ending Balance | $ / shares

$ 12.18

[1]

Inclusive of approximately 676,958 RSUs for the six months ended June 30, 2024, which were not converted into shares due to net share settlement in order to cover the required amount of employee withholding taxes. The value of the withheld shares was classified as a reduction to additional paid-in capital.

Commitments and Contingencies - Summary of Balance Sheet Classification of Operating Lease Liabilities (Detail) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Current portion of lease liabilities (included in other current liabilities)	$ 4,536	$ 4,496
Long-term portion of lease liabilities	27,473	29,720
Total operating lease liabilities	$ 32,009	$ 34,216

Commitments and Contingencies

6 Months Ended

Jun. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

5. Commitments and Contingencies

Leases

We lease our facilities in Emeryville, California and Düsseldorf, Germany. We lease and sublease certain manufacturing and office space with lease terms ranging from 3 to 12 years. These leases require monthly lease payments that may be subject to annual increases throughout the lease term. Certain of these leases also include options to renew or extend the lease for two successive five-year terms. These optional periods have not been considered in the determination of the right-of-use assets or lease liabilities associated with these leases as we did not consider the exercise of these options to be reasonably certain.

Sublease Termination and New Sublease

On February 22, 2024, our third-party subtenant obtained the approval of a voluntary petition for relief under Chapter 11 of the United States Code. As a consequence, the sublease agreement with that third-party for the subleased premises (approximately 75,662 square feet of office/laboratory space located at 5959 Horton Street, Emeryville, California) was terminated effective March 7, 2024. Simultaneously, on March 7, 2024, we entered into a new sublease agreement with a different third-party under similar conditions and for the same premises. Rent from the new sublease agreement is subject to scheduled annual increases, and the subtenant is responsible for certain operating expenses and taxes throughout the life of the sublease. The new sublease term expires on March 31, 2031, unless earlier terminated, concurrent with the term of our lease. The subtenant has no option to extend the sublease term.

As a result of the termination of the existing sublease agreement, we recognized a net loss of approximately $3.5 million comprising primarily of a $4.8 million write-off of the accrued rent asset balance as of March 7, 2024, partially offset by the collection of a termination payment of $1.3 million. Sublease income for the three and six months ended June 30, 2024 was $2.2 million and $0.6 million, respectively. Sublease income for the three and six months ended June 30, 2023 was $2.0 million and $3.6 million, respectively. Both the net loss on sublease termination and the sublease income are included net in “Sublease income” within “other income (expense)” in our condensed consolidated statements of operations. Rent received from the new subtenant in excess of rent paid to the landlord shall be shared by paying the landlord 50% of the excess rent. The excess rent is considered a variable lease payment and the total estimated payments are being recognized as additional rent expense on a straight-line basis.

Our lease expense comprises of the following (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Operating lease expense	$	1,496	$	1,392	$	2,912	$	2,780

Cash paid for amounts included in the measurement of lease liabilities for the six months ended June 30, 2024 and 2023 was $3.8 million and $3.5 million, respectively, and were included in change in lease liabilities in our condensed consolidated statement of cash flows.

The balance sheet classification of our operating lease liabilities was as follows (in thousands):


	June 30, 2024		December 31, 2023
Operating lease liabilities:
Current portion of lease liabilities (included in other current liabilities)	$	4,536	$	4,496
Long-term portion of lease liabilities		27,473		29,720
Total operating lease liabilities	$	32,009	$	34,216

As of June 30, 2024, the maturities of our sublease income and operating lease liabilities were as follows (in thousands):


Years ending December 31,	Sublease Income		Operating Lease Liabilities
2024 (remaining)	$	2,960	$	3,808
2025		6,127		6,962
2026		6,342		6,103
2027		6,564		6,034
2028		6,794		6,197
Thereafter		16,191		15,007
Total	$	44,978		44,111
Less:
Present value adjustment				(12,102	)
Total			$	32,009

The weighted average remaining lease term and the weighted average discount rate used to determine the operating lease liabilities were as follows:


	June 30, 2024			December 31, 2023
Weighted average remaining lease term	6.4 years			6.7 years
Weighted average discount rate		10.1	%		10.1	%

Commitments

As of June 30, 2024 and December 31, 2023, our material non-cancelable purchase and other commitments for the supply of HEPLISAV-B totaled $38.2 million and $43.4 million, respectively.

On September 7, 2023 (the “Effective Date”), we entered into an agreement (the “Avecia Supply Agreement”) with Nitto Denko Avecia Inc. (“Avecia”) for the manufacture and supply of our CpG 1018 adjuvant using a specific production process. Under the Avecia Supply Agreement, Avecia has agreed to produce and supply to us quantities of CpG 1018 adjuvant ordered by us after the Effective Date. Subject to certain conditions in the Avecia Supply Agreement, we are obligated to purchase all of our annual volume requirements of CpG 1018 adjuvant from Avecia up to a specified production capacity. We may alternatively order CpG 1018 adjuvant produced using a different production process pursuant to the existing supply agreement between us and Avecia dated October 1, 2012 (the “2012 Agreement”). Included in the balance of our material non-cancelable purchase and other commitments for the supply of HEPLISAV-B, as of June 30, 2024 and December 31, 2023, our aggregate minimum commitment for the supply of CpG 1018 adjuvant under the Avecia Supply Agreement totaled $7.4 million for each period, anticipated within the next 12 months.

In addition to the non-cancelable commitments included above, we have entered into contractual arrangements that obligate us to make payments to the contractual counterparties upon the occurrence of future events. In addition, in the normal course of operations, we have entered into license and other agreements and intend to continue to seek additional rights relating to compounds or technologies in connection with our discovery, manufacturing and development programs. Under the terms of the agreements, we may be required to pay future up-front fees, milestones and royalties on net sales of products originating from the licensed technologies, if any, or other payments contingent upon the occurrence of future events that cannot reasonably be estimated.

We also rely on and have entered into agreements with research institutions, contract research organizations and clinical investigators as well as clinical material manufacturers. These agreements are terminable by us upon written notice. Generally, we are liable only for actual effort expended by the organizations at any point in time during the contract through the notice period.

As of June 30, 2024, the aggregate principal amount of our convertible senior notes ("Convertible Notes") was $225.5 million, excluding debt discount of $2.2 million (see Note 7).

During 2004, we established a letter of credit with Deutsche Bank as security for our Düsseldorf lease in the amount of €0.2 million (Euros). The letter of credit remained outstanding through June 30, 2024 and was collateralized by a certificate of deposit for €0.2 million, which has been included in restricted cash in the condensed consolidated balance sheets as of June 30, 2024.

In conjunction with our agreement with Symphony Dynamo, Inc. and Symphony Dynamo Holdings LLC (“Holdings”) in November 2009, we agreed to make contingent cash payments to Holdings equal to 50% of the first $50 million from any upfront, pre-commercialization milestone or similar payments received by us from any agreement with any third party with respect to the development and/or commercialization of cancer and hepatitis C therapies originally licensed to Symphony Dynamo, Inc., including our immune-oncology compound, SD-101. In July 2020, we sold assets related to SD-101 to Surefire Medical, Inc. d/b/a TriSalus Life Sciences (“TriSalus”). We paid $2.5 million to Holdings in August 2020. In each of September 2021, May 2022 and September 2023, we received $1.0 million from TriSalus because it met pre-commercialization milestones. We recorded the proceeds as gain on sale of assets in our condensed consolidated statements of operations. We paid Holdings $0.5 million in each of September 2021, May 2022 and October 2023. We included the payments in selling, general and administrative expenses in our condensed consolidated statements of operations. No liability has been recorded under this agreement as of June 30, 2024.

Contingencies

From time to time, we may be involved in claims, suits, and proceedings arising from the ordinary course of our business, including actions with respect to intellectual property claims, commercial claims, and other matters. Such claims, suits, and proceedings are inherently uncertain and their results cannot be predicted with certainty. Regardless of the outcome, such legal proceedings can have an adverse impact on us because of legal costs, diversion of management resources, and other factors. In addition, it is possible that a resolution of one or more such proceedings could result in substantial damages, fines, penalties or orders requiring a change in our business practices, which could in the future materially and adversely affect our financial position, results of operations, or cash flows in a particular period.

Equity Plans and Stock-Based Compensation - Fair Value-Based Measurements and Weighted-Average Assumptions (Detail) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Employee Stock Option
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Weighted-average fair value per share	$ 7.48	$ 7.13	$ 7.84	$ 7.26
Risk-free interest rate	4.30%	3.80%	4.20%	4.00%
Expected life (in years)	4 years 6 months	4 years 6 months	4 years 6 months	4 years 6 months
Volatility	0.80%	0.80%	0.80%	0.80%
Market Based Performance Stock Unit
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Weighted-average fair value per share			$ 17.23	$ 18.25
Risk-free interest rate			4.30%	4.30%
Expected life (in years)			2 years 10 months 24 days	2 years 10 months 24 days
Volatility			0.60%	0.90%

- Definition

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

+ References

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+ Details

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 112,501	$ 150,279
Marketable securities available-for-sale	623,111	592,023
Accounts receivables, net of allowance for doubtful accounts of $12,313 at June 30, 2024 and December 31, 2023, respectively.	61,654	40,607
Other receivables	976	3,926
Inventories, net	62,462	53,290
Prepaid expenses and other current assets	21,308	18,995
Total current assets	882,012	859,120
Property and equipment, net	36,105	37,297
Operating lease right-of-use assets	22,526	24,287
Goodwill	2,007	2,067
Other assets	73,671	74,325
Total assets	1,016,321	997,096
Current liabilities:
Accounts payable	4,555	5,245
Accrued research and development	4,581	2,982
Accrued liabilities	48,488	49,448
Other current liabilities	4,568	4,520
current liabilities	62,192	62,195
Convertible Notes, net of debt discount of $2,228 and $2,802 at June 30, 2024 and December 31, 2023, respectively (Note 7)	223,272	222,698
Long-term portion of lease liabilities	27,473	29,720
CEPI accrual long-term (Note 6)	60,337	60,337
Other long-term liabilities	198	74
Total liabilities	373,472	375,024
Commitments and contingencies (Note 5)
Stockholders’ equity:
Common stock: $0.001 par value; 278,000 shares authorized at June 30, 2024 and December 31, 2023; 130,984 shares and 129,530 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively	131	130
Preferred stock: $0.001 par value; 5,000 shares authorized atJune 30, 2024 and December 31, 2023; zero shares outstanding at June 30, 2024 and December 31, 2023, respectively	0	0
Additional paid-in capital	1,575,548	1,554,634
Accumulated other comprehensive (loss) gain	(4,911)	(2,108)
Accumulated deficit	(927,919)	(930,584)
Total stockholders’ equity	642,849	622,072
Total liabilities and stockholders’ equity	$ 1,016,321	$ 997,096

Collaborative Research, Development and License Agreements

6 Months Ended

Jun. 30, 2024

Research and Development [Abstract]

Collaborative Research, Development and License Agreements

6. Collaborative Research, Development and License Agreements

Coalition for Epidemic Preparedness Innovations

In January 2021, we entered into an agreement (together with subsequent amendments, the “CEPI Agreement”) with Coalition for Epidemic Preparedness Innovations (“CEPI”) for the manufacture and reservation of a specified quantity of CpG 1018 adjuvant (“CpG 1018 Materials”). In May 2021, we entered into the first amendment to the CEPI Agreement. The CEPI Agreement enables CEPI to direct the supply of CpG 1018 Materials to CEPI partner(s). CEPI partner(s) would purchase CpG 1018 Materials under separately negotiated agreements. The CEPI Agreement also allows us to sell CpG 1018 Materials to third parties if not purchased by a CEPI partner within a two-year term.

In exchange for reserving CpG 1018 Materials and agreeing to sell CpG 1018 Materials to CEPI partner(s) at pre-negotiated prices, CEPI agreed to provide payments in the form of an interest-free, unsecured, forgivable loan (the “Advance Payments”). We are obligated to repay the Advance Payments, in proportion to quantity sold, if and to the extent we receive payments from sales of CpG 1018 Materials reserved under the CEPI Agreement. If the vaccine programs pursued by CEPI partner(s) are unsuccessful and no alternative use is found for CpG 1018 Materials reserved under the CEPI Agreement, the applicable Advance Payments will be forgiven at the end of the two-year term.

On April 27, 2023, we entered into a waiver and second amendment to the CEPI Agreement by and between us and CEPI (the “CEPI-Bio E Assignment Agreement”). Pursuant to the CEPI-Bio E Assignment Agreement, CEPI has forgiven the entirety of the outstanding Advance Payments for CpG 1018 Materials allocated to and ordered by Bio E under the CEPI Agreement and has assumed our previous rights to $47.4 million of Bio E accounts receivable.

Through June 30, 2024, we received Advance Payments totaling approximately $175.0 million pursuant to the CEPI Agreement, of which $67.3 million have been repaid and $47.4 million have been forgiven (as discussed above). As of June 30, 2024, remaining Advance Payments totaling $60.3 million in CEPI accrual long-term were reflected in our condensed consolidated balance sheets, representing the outstanding balance of the Advance Payments relating to the Clover Supply Agreement (as defined and discussed below). There were no deferred revenue balances related to the CEPI Agreement as of June 30, 2024 and December 31, 2023.

Zhejiang Clover Biopharmaceuticals, Inc. and Clover Biopharmaceuticals (Hong Kong) Co., Limited

In June 2021, we entered into an agreement with Zhejiang Clover Biopharmaceuticals, Inc. and Clover Biopharmaceuticals (Hong Kong) Co., Limited (collectively, “Clover”), for the commercial supply of CpG 1018 adjuvant, for use with Clover’s COVID-19 vaccine candidate, SCB-2019 (together with subsequent amendments, the “Clover Supply Agreement”). Under the Clover Supply Agreement, Clover committed to purchase specified quantities of CpG 1018 adjuvant, at pre-negotiated prices pursuant to the CEPI Agreement, for use in Clover’s commercialization of vaccines containing SCB-2019 and CpG 1018 adjuvant (“Clover Product”). The Clover Supply Agreement also provides terms for Clover to order additional quantities of CpG 1018 adjuvant beyond the quantities reserved by CEPI. In 2022 and 2023, we signed four amendments to the Clover Supply Agreement. The terms and conditions of the Clover Supply Agreement were operative through December 2022, and as of December 31, 2022, we had satisfied all delivery obligations thereunder.

For CpG 1018 adjuvant reserved for Clover under the CEPI Agreement, Clover is obligated to pay us the purchase price upon the earliest of (i) the true-up exercise, (ii) within a specified period after Clover delivers Clover Product to a customer, or (iii) Clover’s receipt of payment for Clover Product from a customer. When we transfer control of CpG 1018 adjuvant that is reserved under the CEPI Agreement, we recognize product revenue and a corresponding contract asset as our right to consideration is contingent on something other than the passage of time, as outlined above.

The contract asset of $71.3 million relating to Clover was included in other assets (long term) as of June 30, 2024 and December 31, 2023. The contract asset was included in other assets (long term) to reflect the timing of expected long term demand for CpG 1018 adjuvant for Clover Product.

Corresponding Advance Payments of $60.3 million relating to Clover are recorded in CEPI accrual long-term in our condensed consolidated balance sheets as of June 30, 2024. These Advance Payments may be repaid using cash collected from Clover or forgiven in accordance with the CEPI Agreement. We had no accounts receivable balance from Clover as of June 30, 2024 and December 31, 2023.

Biological E. Limited

In July 2021, we entered into an agreement (together with subsequent amendments, the “Bio E Supply Agreement”) with Biological E. Limited (“Bio E”), for the commercial supply of CpG 1018 adjuvant, for use with Bio E’s subunit COVID-19 vaccine candidate, CORBEVAX™. Under the Bio E Supply Agreement, Bio E committed to purchase specified quantities of CpG 1018 adjuvant, at pre-negotiated prices pursuant to the CEPI Agreement, for use in Bio E’s commercialization of its CORBEVAX vaccine (“Bio E Product”) with specified delivery dates in 2021 and the first quarter of 2022. The Bio E Supply Agreement also provides terms for Bio E to order additional quantities of CpG 1018 adjuvant beyond the quantities reserved by CEPI. In June 2022 and in October 2022, we entered into amendments to the Bio E Supply Agreement (the “Bio E Amendment No. 1” and the “Bio E Amendment No. 2,” together the “Bio E Amendments”). The Bio E Amendments primarily established: (i) a new payment schedule for certain outstanding invoices related to the CEPI product to be the earlier of December 31, 2022, or receipt of certain amounts from Bio E from the Government of India in connection with their advance purchase agreement for CORBEVAX, and (ii) further modified the scope of the Bio E Supply Agreement, by reducing certain quantities of CpG 1018 adjuvant to be delivered. The terms and conditions of the Bio E Supply Agreement were operative through December 2022, and as of December 31, 2022, we had satisfied all delivery obligations thereunder.

As of June 30, 2024, we had no net accounts receivable balance from Bio E. In 2023, we recorded an allowance for doubtful accounts of $12.3 million, which was determined by assessing changes in Bio E’s credit risk, contemplation of ongoing negotiations relating to Bio E Amendment No. 3 (defined below), and Bio E's dependence on cash collections from the Government of India, which have been delayed and significantly reduced in connection with the overall reduction in demand for CORBEVAX from the Government of India.

On April 26, 2023, we entered into a third amendment to the Bio E Supply Agreement (the “Bio E Amendment No. 3”), and on April 27, 2023, we entered into the CEPI-Bio E Assignment Agreement. Pursuant to the CEPI-Bio E Assignment Agreement, CEPI has forgiven the entirety of remaining amounts outstanding relating to a liability for Advance Payments of $47.4 million (the “Bio E CEPI Advance Payments”) for CpG 1018 Materials allocated to Bio E, and has assumed our previous rights to collect $47.4 million of Bio E accounts receivable. Pursuant to the Bio E Amendment No. 3, we collected $14.5 million from Bio E (including $13.5 million in April 2023 and $1.0 million in August 2023). Accordingly, as of June 30, 2024, the CEPI-Bio E Assignment Agreement resulted in: (i) no net accounts receivable balance, and (ii) the derecognition of $47.4 million CEPI accrual in connection with the Bio E CEPI Advance Payments. The Bio E Amendment No. 3 provides for additional future payment of either $5.5 million in the event that Bio E receives at least $125.0 million, or $12.3 million in the event that Bio E receives at least $250.0 million in future payments from the Government of India associated with its CORBEVAX product on or before August 15, 2025. These additional amounts are not considered collectible until the achievement of these future milestones.

U.S. Department of Defense

In September 2021, we entered into an agreement with the DoD for the development of a recombinant plague vaccine adjuvanted with CpG 1018 adjuvant for approximately $22.0 million over two and a half years. Under the agreement, we are conducting a Phase 2 clinical trial combining our CpG 1018 adjuvant with the DoD's rF1V vaccine. In 2023 and 2024, we executed contract modifications with the DoD to support advancement into a nonhuman primate challenge study and a chemistry, manufacturing and control gap analysis, with the agreement now totaling $38.7 million through 2025. We recognized revenue of $3.6 million and $6.4 million from our agreement with the DoD for the three and six months ended June 30, 2024, respectively. We recognized revenue of $3.8 million and $7.3 million from our agreement with the DoD for the three and six months ended June 30, 2023, respectively. Revenue from our agreement with the DoD is included in other revenue in our condensed consolidated statements of operations.

Net Income (Loss) Per Share - Outstanding Stock Options and Stock Awards Excluded from Calculation of Net Loss Per Share (Detail) - shares shares in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Outstanding securities not included in diluted net income (loss) per share calculation:
Outstanding securities not included in diluted net income (loss) per share calculation	8,891	6,900	28,509	37,075
Stock Options and Stock Awards
Outstanding securities not included in diluted net income (loss) per share calculation:
Outstanding securities not included in diluted net income (loss) per share calculation	8,891	6,900	6,966	15,532
Convertible Notes
Outstanding securities not included in diluted net income (loss) per share calculation:
Outstanding securities not included in diluted net income (loss) per share calculation	0	0	21,543	21,543

Common Stock - Additional Information (Detail) - USD ($) $ in Millions		6 Months Ended
	Aug. 06, 2020	Jun. 30, 2024	Dec. 31, 2023
Class Of Stock [Line Items]
Common stock, shares outstanding		130,984,369	129,530,000
2017 ATM Agreement
Class Of Stock [Line Items]
Remaining proceeds from common stock, under sales agreement		$ 120.0
Maximum
Class Of Stock [Line Items]
Common stock sales agreement aggregate sales proceeds	$ 120.0
Maximum \| 2017 ATM Agreement
Class Of Stock [Line Items]
Commission on gross sales proceeds of common stock	3.00%

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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-Name Accounting Standards Codification
-Section 50
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+ Details

Income Taxes (Additional Information) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Benefit from (provision for) income taxes	$ 3,520	$ 776	$ 743	$ 1,392
Effective Tax Rate	23.60%	3.10%	21.80%	5.70%

- Definition

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

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Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Cash, Cash Equivalents, Restricted Cash and Marketable Securities

6 Months Ended

Jun. 30, 2024

Investments, Debt and Equity Securities [Abstract]

Cash, Cash Equivalents, Restricted Cash and Marketable Securities

3. Cash and Cash Equivalents, Restricted Cash and Marketable Securities


	June 30, 2024		December 31, 2023		June 30, 2023		December 31, 2022
Cash and cash equivalents	$	112,501	$	150,279	$	226,823	$	202,004
Restricted cash (1)		270		277		210		207
Total cash and cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows	$	112,771	$	150,556	$	227,033	$	202,211

(1) Restricted cash is included in "Other assets" in the Condensed Consolidated Balance Sheets.

Restricted cash balances relate to certificates of deposit issued as collateral to certain letters of credit issued as security to our lease arrangements (see Note 5).

Cash and cash equivalents, and marketable securities consist of the following (in thousands):


	Amortized Cost		Unrealized Gains		Unrealized Losses			Estimated Fair Value
June 30, 2024
Cash and cash equivalents:
Cash	$	8,267	$	-	$	-		$	8,267
Money market funds		96,611		-		-			96,611
Corporate debt securities		7,623		-		-			7,623
Total cash and cash equivalents		112,501		-		-			112,501
Marketable securities available-for-sale:
U.S. treasuries		134,941		76		(321	)		134,696
U.S. government agency securities		172,341		48		(305	)		172,084
Corporate debt securities		316,730		38		(437	)		316,331
Total marketable securities available-for-sale		624,012		162		(1,063	)		623,111
Total cash and cash equivalents, and marketable securities	$	736,513	$	162	$	(1,063	)	$	735,612
December 31, 2023
Cash and cash equivalents:
Cash	$	11,190	$	-	$	-		$	11,190
Money market funds		131,635		-		-			131,635
Corporate debt securities		7,453		1		-			7,454
Total cash and cash equivalents		150,278		1		-			150,279
Marketable securities available-for-sale:
U.S. treasuries		74,109		172		(44	)		74,237
U.S. government agency securities		216,265		692		(269	)		216,688
Corporate debt securities		300,803		315		(20	)		301,098
Total marketable securities available-for-sale		591,177		1,179		(333	)		592,023
Total cash and cash equivalents, and marketable securities	$	741,455	$	1,180	$	(333	)	$	742,302

The maturities of our marketable securities available-for-sale are as follows (in thousands):


	June 30, 2024
	Amortized Cost		Estimated Fair Value
Mature in one year or less	$	372,276	$	371,881
Mature after one year through two years		251,736		251,230
	$	624,012	$	623,111

We have classified our entire investment portfolio as available-for-sale and available for use in current operations and accordingly have classified all investments as short-term. Available-for-sale securities are carried at fair value based on inputs that are observable, either directly or indirectly, such as quoted market prices for similar securities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the securities. Unrealized losses are included in accumulated other comprehensive loss in stockholders’ equity. We determine whether a decline in the fair value of our available-for-sale ("AFS") debt securities below their amortized cost basis (i.e., an impairment) is due to credit-related factors or noncredit-related factors. Any impairment that is not credit related is recognized in other comprehensive income (loss), net of applicable taxes. Credit-related impairments (if any) are recognized as an allowance on the balance sheet with a corresponding adjustment to earnings. Both the allowance and the adjustment to net income can be reversed if conditions change.

There were no realized gains or losses from the sale of marketable securities during the three and six months ended June 30, 2024 and 2023. We do not intend to sell, and are not required to sell, the investments that are in an unrealized loss position before recovery of their amortized cost basis. During each of the three and six months ended June 30, 2024, we did not record an allowance for credit losses, as management believes any such losses would be immaterial based on the investment-grade credit rating for each of

the investments as of June 30, 2024. As such, there have been no declines in fair value that have been identified as a credit-related impairment.

Revenue Recognition

6 Months Ended

Jun. 30, 2024

Revenue Recognition [Abstract]

Revenue Recognition

8. Revenue Recognition

Disaggregation of Revenues

The following table disaggregates our product revenue, net by product and geographic region and disaggregates our other revenues by geographic region (in thousands):


	Three Months Ended						Three Months Ended
	June 30, 2024						June 30, 2023
	U.S.		Non U.S.		Total		U.S.		Non U.S.		Total
Product revenue, net
HEPLISAV-B	$	68,988	$	1,200	$	70,188	$	56,440	$	-	$	56,440
Total product revenue, net		68,988		1,200		70,188		56,440		-		56,440
Other revenue		3,598		9		3,607		3,809		-		3,809
Total revenues	$	72,586	$	1,209	$	73,795	$	60,249	$	-	$	60,249

	Six Months Ended						Six Months Ended
	June 30, 2024						June 30, 2023
	U.S.		Non U.S.		Total		U.S.		Non U.S.		Total
Product revenue, net
HEPLISAV-B	$	115,685	$	2,347	$	118,032	$	99,891	$	-	$	99,891
Total product revenue, net		115,685		2,347		118,032		99,891		-		99,891
Other revenue		6,400		152		6,552		7,283		-		7,283
Total revenues	$	122,085	$	2,499	$	124,584	$	107,174	$	-	$	107,174

Revenues from Major Customers and Collaboration Partners

All of our HEPLISAV-B sales in the U.S. are to certain wholesalers and specialty distributors whose principal customers include integrated delivery networks, retail pharmacies, independent hospitals and clinics, public health clinics and prisons, the Department of Defense, and the Department of Veterans Affairs. All of our HEPLISAV-B sales in Germany are to one distributor.

The following table summarizes HEPLISAV-B product revenue from each of our three largest customers (as a percentage of total HEPLISAV-B net product revenue):


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2024			2023			2024			2023
Largest customer		28	%		24	%		28	%		24	%
Second largest customer		22	%		21	%		21	%		23	%
Third largest customer		18	%		18	%		18	%		17	%

Contract Balances

The following table summarizes balances and activities in HEPLISAV-B product revenue allowance and reserve categories for the six months ended June 30, 2024 (in thousands):


	Balance at Beginning of Period		Provisions related to current period sales		Credit or payments made during the period			Adjustments related to prior periods			Balance at End of Period
Six months ended June 30, 2024:
Accounts receivable reserves (1)	$	7,011	$	34,615	$	(32,498	)	$	-		$	9,128
Revenue reserve accruals (2)	$	21,004	$	26,626	$	(18,022	)	$	(709	)	$	28,899

(1)

Reserves are for chargebacks, discounts and other fees.

(2)

Accruals are for returns, rebates and other fees.

When we perform services under our agreement with the DoD, we recognize product revenue and a corresponding contract asset as our right to consideration is conditioned on something other than the passage of time. See Note 6 for further discussion. The following table summarizes balances and activities in our contract asset account (in thousands):


	Balance at Beginning of Period		Additions		Subtractions			Balance at End of Period
Six months ended June 30, 2024
Contract asset, included in other current assets (1)	$	1,389	$	6,400	$	(5,396	)	$	2,393
Contract asset, included in other assets (long term) (2)	$	71,307	$	-	$	-		$	71,307

(1) The $2.4 million of contract asset is derived from our agreement with the DoD.

(2) The Clover contract asset was included in long term assets to reflect the timing of expected long term demand for CpG 1018 adjuvant for Clover Product. See Note 6 for further discussion.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-9

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+ Details