Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 05, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | AADI | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Registrant Name | AADI BIOSCIENCE, INC. | |
Entity Central Index Key | 0001422142 | |
Entity Common Stock, Shares Outstanding | 20,894,029 | |
Entity Shell Company | false | |
Entity Current Reporting Status | Yes | |
Entity File Number | 001-38560 | |
Entity Tax Identification Number | 61-1547850 | |
Entity Address, Address Line One | 17383 Sunset Boulevard | |
Entity Address, Address Line Two | Suite A250 | |
Entity Address, City or Town | Pacific Palisades | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90272 | |
City Area Code | 424 | |
Local Phone Number | 473-8055 | |
Entity Information, Former Legal or Registered Name | Aerpio Pharmaceuticals, Inc. | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common stock, $0.0001 par value per share | |
Security Exchange Name | NASDAQ | |
Entity Incorporation, State or Country Code | DE | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Former Address [Member] | ||
Document Information [Line Items] | ||
Entity Address, Address Line One | c/o 10663 Loveland | |
Entity Address, Address Line Two | Madeira Road #168 | |
Entity Address, City or Town | Loveland | |
Entity Address, State or Province | OH | |
Entity Address, Postal Zip Code | 45140 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 161,375 | $ 4,455 |
Accounts receivable | 14,149 | |
Prepaid expenses and other current assets | 643 | 81 |
Total current assets | 162,018 | 18,685 |
Property and equipment, net | 14 | 21 |
Operating lease right-of-use assets | 597 | 119 |
Intangible asset, net | 3,880 | |
Other assets | 2,263 | |
Total assets | 168,772 | 18,825 |
Current liabilities: | ||
Accounts payable | 5,205 | 2,392 |
Accrued liabilities | 6,250 | 4,099 |
Payable to related party | 22 | 14,314 |
Convertible related party promissory notes payable at fair value | 9,029 | |
Operating lease liabilities, current portion | 90 | 125 |
Other current liabilities | 99 | |
Total current liabilities | 11,567 | 30,058 |
Convertible promissory notes payable at fair value | 1,102 | |
Payable to related party | 5,757 | |
Operating lease liabilities, net of current portion | 523 | |
Other liabilities | 97 | |
Total liabilities | 17,847 | 31,257 |
Commitments and contingencies (Note 15) | ||
Stockholders’ equity (deficit): | ||
Common stock, $0.0001 par value; 300,000,000 and 20,000,000 shares authorized; 20,883,454 and 2,542,358 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | 2 | 1 |
Additional paid-in capital | 277,618 | 20,161 |
Accumulated deficit | (126,695) | (32,595) |
Total stockholders’ equity (deficit) | 150,925 | (12,432) |
Total liabilities and stockholders’ equity (deficit) | 168,772 | 18,825 |
Series Seed Preferred Stock [Member] | ||
Stockholders’ equity (deficit): | ||
Preferred stock value | ||
Series A Preferred Stock [Member] | ||
Stockholders’ equity (deficit): | ||
Preferred stock value | 1 | |
Total stockholders’ equity (deficit) | $ 1 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Preferred stock, par value | $ 0.0001 | |
Preferred stock, shares authorized | 10,000,000 | |
Preferred stock, shares outstanding | 0 | |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 300,000,000 | 20,000,000 |
Common stock, shares issued | 20,883,454 | 2,542,358 |
Common stock, shares outstanding | 20,883,454 | 2,542,358 |
Series Seed Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 0 | 734,218 |
Preferred stock, shares issued | 0 | 734,218 |
Preferred stock, shares outstanding | 0 | 734,218 |
Preferred stock, aggregate liquidation preference | $ 0 | $ 1,101 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 0 | 7,211,948 |
Preferred stock, shares issued | 0 | 7,211,948 |
Preferred stock, shares outstanding | 0 | 7,211,948 |
Preferred stock, aggregate liquidation preference | $ 0 | $ 28,433 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue | $ 231 | $ 120 | $ 431 | |
Operating expenses | ||||
Research and development | $ 5,754 | 2,395 | 12,443 | 9,684 |
General and administrative | 7,401 | 499 | 8,793 | 1,700 |
Impairment of acquired contract intangible asset | 74,156 | 74,156 | ||
Total operating expenses | 87,311 | 2,894 | 95,392 | 11,384 |
Loss from operations | (87,311) | (2,663) | (95,272) | (10,953) |
Other income (expense) | ||||
Change in fair value of convertible promissory notes | 380 | 1,585 | ||
Gain upon extinguishment of debt | 196 | |||
Interest income | 1 | 1 | 41 | |
Interest expense (includes related party amounts of $142, $204, $542 and $531, respectively) | (157) | (229) | (608) | (585) |
Total other income (expense), net | 223 | (228) | 1,174 | (544) |
Loss before income tax expense | (87,088) | (2,891) | (94,098) | (11,497) |
Income tax expense | (1) | (2) | (1) | |
Net and comprehensive loss | (87,088) | (2,892) | (94,100) | (11,498) |
Cumulative dividends on convertible preferred stock | (154) | (247) | (647) | (740) |
Net and comprehensive loss attributable to common stockholders | $ (87,242) | $ (3,139) | $ (94,747) | $ (12,238) |
Net and comprehensive loss per share attributable to common stockholders, basic and diluted | $ (9.17) | $ (1.23) | $ (19.37) | $ (4.81) |
Weighted average number of common shares outstanding used in computing net and comprehensive loss per share attributable to common stockholders, basic and diluted | 9,510,379 | 2,542,358 | 4,890,556 | 2,542,358 |
Grant [Member] | ||||
Revenue | $ 231 | $ 120 | $ 431 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Interest expense, related party | $ 142 | $ 204 | $ 542 | $ 531 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Promissory Note [Member] | PIPE Investors [Member] | Former Stockholders/Executives of Aerpio Upon Merger [Member] | Series Seed Preferred Stock [Member] | Series A Preferred Stock [Member] | Common Stock | Common StockPromissory Note [Member] | Common StockPIPE Investors [Member] | Common StockFormer Stockholders/Executives of Aerpio Upon Merger [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Promissory Note [Member] | Additional Paid-in Capital [Member]PIPE Investors [Member] | Additional Paid-in Capital [Member]Former Stockholders/Executives of Aerpio Upon Merger [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2019 | $ (9,093) | $ 1 | $ 1 | $ 20,022 | $ (29,117) | ||||||||||
Balance, Shares at Dec. 31, 2019 | 734 | 7,212 | 2,542 | ||||||||||||
Share-based compensation expense | 29 | 29 | |||||||||||||
Net and comprehensive loss | (3,324) | (3,324) | |||||||||||||
Balance at Mar. 31, 2020 | (12,388) | $ 1 | $ 1 | 20,051 | (32,441) | ||||||||||
Balance, Shares at Mar. 31, 2020 | 734 | 7,212 | 2,542 | ||||||||||||
Balance at Dec. 31, 2019 | (9,093) | $ 1 | $ 1 | 20,022 | (29,117) | ||||||||||
Balance, Shares at Dec. 31, 2019 | 734 | 7,212 | 2,542 | ||||||||||||
Net and comprehensive loss | (11,498) | ||||||||||||||
Balance at Sep. 30, 2020 | (20,491) | $ 1 | $ 1 | 20,122 | (40,615) | ||||||||||
Balance, Shares at Sep. 30, 2020 | 734 | 7,212 | 2,542 | ||||||||||||
Balance at Mar. 31, 2020 | (12,388) | $ 1 | $ 1 | 20,051 | (32,441) | ||||||||||
Balance, Shares at Mar. 31, 2020 | 734 | 7,212 | 2,542 | ||||||||||||
Share-based compensation expense | 37 | 37 | |||||||||||||
Net and comprehensive loss | (5,282) | (5,282) | |||||||||||||
Balance at Jun. 30, 2020 | (17,633) | $ 1 | $ 1 | 20,088 | (37,723) | ||||||||||
Balance, Shares at Jun. 30, 2020 | 734 | 7,212 | 2,542 | ||||||||||||
Share-based compensation expense | 34 | 34 | |||||||||||||
Net and comprehensive loss | (2,892) | (2,892) | |||||||||||||
Balance at Sep. 30, 2020 | (20,491) | $ 1 | $ 1 | 20,122 | (40,615) | ||||||||||
Balance, Shares at Sep. 30, 2020 | 734 | 7,212 | 2,542 | ||||||||||||
Balance at Dec. 31, 2020 | (12,432) | $ 1 | $ 1 | 20,161 | (32,595) | ||||||||||
Balance, Shares at Dec. 31, 2020 | 734 | 7,212 | 2,542 | ||||||||||||
Share-based compensation expense | 36 | 36 | |||||||||||||
Net and comprehensive loss | (5,476) | (5,476) | |||||||||||||
Balance at Mar. 31, 2021 | (17,872) | $ 1 | $ 1 | 20,197 | (38,071) | ||||||||||
Balance, Shares at Mar. 31, 2021 | 734 | 7,212 | 2,542 | ||||||||||||
Balance at Dec. 31, 2020 | $ (12,432) | $ 1 | $ 1 | 20,161 | (32,595) | ||||||||||
Balance, Shares at Dec. 31, 2020 | 734 | 7,212 | 2,542 | ||||||||||||
Exercise of stock options to purchase common stock, Shares | 61,075 | ||||||||||||||
Net and comprehensive loss | $ (94,100) | ||||||||||||||
Balance at Sep. 30, 2021 | 150,925 | $ 2 | 277,618 | (126,695) | |||||||||||
Balance, Shares at Sep. 30, 2021 | 20,883 | ||||||||||||||
Balance at Mar. 31, 2021 | (17,872) | $ 1 | $ 1 | 20,197 | (38,071) | ||||||||||
Balance, Shares at Mar. 31, 2021 | 734 | 7,212 | 2,542 | ||||||||||||
Share-based compensation expense | 39 | 39 | |||||||||||||
Net and comprehensive loss | (1,536) | (1,536) | |||||||||||||
Balance at Jun. 30, 2021 | (19,369) | $ 1 | $ 1 | 20,236 | (39,607) | ||||||||||
Balance, Shares at Jun. 30, 2021 | 734 | 7,212 | 2,542 | ||||||||||||
Exercise of stock options to purchase common stock | 745 | 745 | |||||||||||||
Exercise of stock options to purchase common stock, Shares | 61 | ||||||||||||||
Issuance of common stock | $ 145,384 | $ 105,888 | $ 1 | $ 145,383 | $ 105,888 | ||||||||||
Issuance of common stock, Shares | 11,853 | 3,209 | |||||||||||||
Conversion of convertible promissory note/preferred stock in to common stock upon merger | (1) | $ 9,130 | $ (1) | $ 9,130 | |||||||||||
Conversion of convertible promissory note/preferred stock in to common stock upon merger, shares | (734) | (7,212) | 2,520 | 698 | |||||||||||
Share-based compensation expense | 648 | 648 | |||||||||||||
Cumulative dividends paid on Series A preferred stock | (4,412) | (4,412) | |||||||||||||
Net and comprehensive loss | (87,088) | (87,088) | |||||||||||||
Balance at Sep. 30, 2021 | $ 150,925 | $ 2 | $ 277,618 | $ (126,695) | |||||||||||
Balance, Shares at Sep. 30, 2021 | 20,883 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | |||
Net and comprehensive loss | $ (87,088) | $ (94,100) | $ (11,498) |
Adjustments to reconcile net and comprehensive loss to net cash used in operating activities: | |||
Impairment of acquired contract intangible asset | 74,156 | ||
Change in fair value of convertible promissory notes (includes related party amounts of $135 and $0, respectively) | (380) | (1,585) | |
Non-cash interest expense (includes related party amounts of $542 and $531, respectively) | 584 | 585 | |
Gain on forgiveness of Payroll Protection Plan loan | (196) | ||
Share-based compensation expense | 648 | 723 | 100 |
Non-cash lease expense | 133 | 124 | |
Depreciation and amortization expense | 33 | 7 | |
Changes in operating assets and liabilities: | |||
Accounts receivables | 14,149 | 54 | |
Prepaid expenses and other current assets | (526) | (37) | |
Other non-current assets | 430 | ||
Operating lease liability | (121) | (146) | |
Accounts payable and accrued expenses | 4,860 | 1,611 | |
Payable to related party | (8,535) | (226) | |
Net cash used in operating activities | (9,995) | (9,426) | |
Cash flows from investing activities: | |||
Cash acquired in connection with the Merger | 29,700 | ||
Transaction expenses related to Merger | (4,501) | ||
Net cash provided by investing activities | 25,199 | ||
Cash flows from financing activities: | |||
Issuance of common stock upon exercise of stock options | 745 | ||
Issuance of common stock to PIPE Investors | 155,000 | 155,000 | |
Costs incurred in connection with issuance of common stock | (9,617) | ||
Dividends paid | (4,412) | ||
Proceeds from issuance of convertible promissory notes | 1,000 | ||
Proceeds from Payroll Protection Loan Program | 194 | ||
Net cash provided by financing activities | 141,716 | 1,194 | |
Net increase (decrease) in cash and cash equivalents | 156,920 | (8,232) | |
Cash and cash equivalents at beginning of year | 4,455 | 15,962 | |
Cash and cash equivalents, end of period | $ 161,375 | 161,375 | $ 7,730 |
Supplemental disclosure of cash flow information: | |||
Issuance of common stock upon Merger | 105,888 | ||
Operating lease liability arising from obtaining right-of-use asset | 610 | ||
Conversion of convertible promissory note into common stock upon merger | 9,130 | ||
PIPE Investors [Member] | |||
Cash flows from financing activities: | |||
Issuance of common stock to PIPE Investors | $ 155,000 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Parenthetical) (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Statement Of Cash Flows [Abstract] | ||
Related party transaction amounts included in change fair value of convertible promissory notes | $ 135 | $ 0 |
Related party costs included in non-cash interest expense | $ 542 | $ 531 |
Nature of Organization and Oper
Nature of Organization and Operations | 9 Months Ended |
Sep. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of Organization and Operations | 1. Nature of Organization and Operations Aadi Bioscience, Inc. (together with its subsidiaries, the “Company” or “Aadi”) is a clinical stage biopharmaceutical company focused on development and commercialization of precision medicines targeted to rare mutation-driven diseases. Aadi’s initial focus is on the development of nab-sirolimus (sirolimus albumin-bound nanoparticles for injectable suspension, or “ABI-009”) for diseases driven by the mTOR pathway activation through mutations or deletions of specific genes such as Tuberous Sclerosis Complex 1 and 2 (“TSC1” and “TSC2”) or PTEN. ABI-009 is licensed to Aadi by Abraxis BioScience, LLC, a wholly owned subsidiary of Celgene Corporation, now Bristol Myers Squibb Company (“Celgene”), for all therapeutic areas including oncology, cardiovascular, and metabolic related diseases. The Company’s historical operations have consisted principally Merger with Aerpio Pharmaceuticals, Inc. and Name Change On May 16, 2021, the Company, then operating as Aerpio, entered into the Agreement and Plan of Merger (“Merger Agreement”) with Aspen Merger Subsidiary, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Aerpio (“Merger Sub”) and Aadi Subsidiary, Inc. (formerly known as Aadi Bioscience, Inc. (“Private Aadi”)). Pursuant to the terms set forth in the Merger Agreement and effective August 26, 2021 (the “Effective Time”): (i) Merger Sub merged with and into Private Aadi, with Private Aadi surviving as a wholly-owned subsidiary of Aerpio (the “Merger”), (ii) Aerpio changed its name to Aadi Bioscience, Inc. in connection with and immediately prior to the Effective Time of the Merger, and (iii) Aerpio effected a 15:1 reverse stock split of the Aerpio common stock (“Reverse Stock Split”) immediately prior to the Effective Time of the Merger. At the Effective Time, each share of Private Aadi common stock outstanding immediately prior to the Effective Time, including the shares of Private Aadi common stock issuable upon the conversion of all shares of preferred stock and convertible promissory notes immediately prior to the closing of the Merger, were converted into the right to receive shares of the Company’s common stock based on an exchange ratio of 0.3172 (the “Exchange Ratio”), after taking into account the Reverse Stock Split. Pursuant to the Merger Agreement, Aerpio assumed all of the outstanding and unexercised options to purchase shares of Private Aadi capital stock under the Private Aadi Amended and Restated 2014 Equity Incentive Plan (the “Private Aadi Plan”), and, in connection with the Merger, such options were converted into options to purchase shares of the Company’s common stock based on the Exchange Ratio. At the closing of the Merger at the Effective Time, the Company issued an aggregate of 5,776,660 shares of common stock to holders of Private Aadi common stock, including for shares of Private Aadi common stock issuable upon the conversion of all shares of preferred stock and convertible promissory notes outstanding immediately prior to the Effective Time. In connection with the Merger, the Company entered into a Contingent Value Rights Agreement (the “CVR Agreement”) with a legacy director of Aerpio, as Holder Representative (as defined in the CVR Agreement), and American Stock Transfer & Trust Company, LLC, as Rights Agent (as defined in the CVR Agreement), in accordance with the terms of the Merger Agreement. The CVR Agreement entitles each holder of Aerpio common stock as of immediately prior to the closing of the Merger (each, a “CVR Holder”) to receive one contingent value right (“CVR”) for each outstanding share of Aerpio common stock held by such CVR Holder as of immediately prior to the closing of the Merger, each representing the right to receive certain net proceeds, if any, derived from the CVR completed during a CVR Payment Period, which means successive six-month periods, prior to the expiration of the CVR Term (as defined in the CVR Agreement), with any potential payment obligations continuing until the earlier of (a) the 20-year anniversary of the Effective Time and (b) the time at which the license agreement with Gossamer Bio, Inc., the underlying basis for the CVR, has expired or been terminated. Under the terms of the Merger Agreement, as related to the CVR, the Company is entitled to 10% of any proceeds paid from the underlying license agreement plus reimbursement of expenses. There can be no assurances that any proceeds will result therefrom. The Merger has been accounted for using the reverse asset acquisition method under U.S. generally accepted accounting principles (“GAAP”). For accounting purposes, Private Aadi is considered to have acquired Aerpio and the Merger has been accounted for as a reverse asset acquisition. Private Aadi is considered the accounting acquirer even though Aerpio issued the common stock in the Merger based on the terms of the Merger Agreement and other factors including: (i) following the Merger, the stockholders of Private Aadi collectively owned a substantial portion of the voting rights of the Company; (ii) three (3) of seven (7) members of the board of directors of the Company post-Merger were composed of directors designated by Private Aadi under the terms of the Merger Agreement, and one (1) member of the board of directors of the Company post-Merger was a director mutually designated by Private Aadi and Aerpio ; (iii) existing members of Private Aadi’s management became the management of the C ompany post-Merger ; (iv) the PIPE Investors (as defined below) consist of individuals and funds, and for purpose of this analysis, while they own ed approximately 55.6 % on a fully-diluted basis, as of immediately following the Merger (and after giving effect to the PIPE Financing), no one individual or fund h e ld more shares than the holders of Private Aadi collectively owned immediately following the Merger and they are not considered to be a single voting group ; and (v) following the Merger, the C ompany is named “Aadi Bioscience, Inc.” and headquartered in Pacific Palisades, California, and all ongoing operations of the C ompany are those of Private Aadi. To determine the accounting for this transaction under GAAP, a company must assess whether an integrated set of assets and activities should be accounted for as an acquisition of a business or an asset acquisition. Upon closing of the Merger, substantially all of the fair value is concentrated in cash, working capital and a long-lived contract intangible asset. As such, the acquisition was treated as an asset acquisition. The net assets of Aerpio have been recorded at their relative fair value in the consolidated financial statements of the Company and the reported operating results prior to the Merger will be those of Private Aadi. Pursuant to the closing of the Merger, Private Aadi’s board of directors declared a 4% cumulative dividend on its preferred stock of $4.4 million which was paid at the Effective Time. PIPE Financing and Subscription Agreement On May 16, 2021, the Company entered into a subscription agreement (“Subscription Agreement”) with certain investors (the “PIPE Investors”), pursuant to which it would sell shares of its Common Stock concurrently with the closing of the Merger (the “PIPE Financing”). At the closing of the PIPE Financing, the Company entered into a Registration Rights Agreement, dated August 26, 2021 (“Registration Rights Agreement”), with the PIPE Investors. The PIPE Investors purchased an aggregate of 11,852,862 shares of common stock of the Company (the “PIPE Shares”) for an aggregate purchase price of $155.0 million pursuant to the Subscription Agreement (“PIPE Financing”). The aggregate net proceeds for the issuance and sale of the of the PIPE Shares was $145.4 million, after deducting certain expenses incurred that were direct and incremental to the issuance of the PIPE Shares. Immediately following the Effective Time, and after giving effect to the Reverse Stock Split and the PIPE Financing, there were approximately 20.8 million shares of common stock of the Company outstanding. Immediately following the Effective Time and after giving effect to the Reverse Stock Split and the PIPE Financing: (i) the Private Aadi stockholders owned approximately 29.2% of the outstanding shares of common stock; (ii) Aerpio’s stockholders immediately prior to the Merger, whose shares of common stock, as adjusted for the Reverse Stock Split, remain outstanding after the Merger, owned approximately 15.2% of the outstanding shares of common stock; and (iii) the PIPE Investors owned approximately 55.6% of the outstanding shares of common stock, in each case as calculated on a fully-diluted basis. Liquidity Since inception, the Company has devoted substantially all of its resources to research and development activities, business planning, establishing and maintaining its intellectual property portfolio, hiring personnel, raising capital and providing general and administrative support for these operations and has not realized revenues from its planned principal operations. The Company has experienced During the three and nine months ended September 30, 2021, the Company raised capital through the PIPE Financing of $155.0 million which netted $145.4 million after financing expenses. Additionally, the Company assumed $29.7 million of cash from Aerpio in the Merger, which netted to $27.7 million after $2.0 million of compensation related expenses for former Aerpio executives related to the Merger. The Company had cash and cash equivalents of COVID-19 In December 2019, a strain of coronavirus was reported in Wuhan, China and began to spread globally, including to the United States and Europe, in the following months. The World Health Organization has declared COVID-19 to be a global pandemic. The full impact of the COVID-19 pandemic is inherently uncertain at the time of this report. The COVID-19 pandemic has resulted in travel restrictions and, in some cases, prohibitions of non-essential activities, disruption and shutdown of businesses, and greater uncertainty in global financial markets. As COVID-19 has spread, it has significantly impacted the health and economic environment around the world, and many governments have closed most public establishments, including restaurants, workplaces, and schools. Aadi’s clinical trials have been, and may continue to be, affected by the closure of offices, or country borders, among other measures being put in place around the world. The inability to travel and conduct face-to-face meetings can also make it more difficult to enroll new patients in ongoing or planned clinical trials. Any of these circumstances will potentially have a negative impact on our financial results and the timing of our clinical trials. The COVID-19 pandemic has caused the Company to modify business practices (including but not limited to curtailing or modifying employee travel, moving to full remote work, and cancelling physical participation in meetings, events, and conferences), and may take further actions as may be required by government authorities or that are determined to be in the best interests of the Company’s employees, patients, and business partners. The extent of the impact of the COVID-19 pandemic on Aadi’s future liquidity and operational performance will depend on certain developments, including the duration and spread of the outbreak, the availability and effectiveness of vaccines, the impact on our clinical trials, patients, and collaboration partners, and the effect on our suppliers. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 2. Related Party Transactions Presented below are the details of a license agreement with Celgene, an entity which was a stockholder of Private Aadi prior to the Merger and became a stockholder of the Company as a result of the Merger. Celgene License Agreement On April 9, 2014, the Company’s wholly owned subsidiary, Private Aadi, entered into a license agreement (the “Celgene License Agreement”) with Celgene for exclusive rights for certain patents and a non-exclusive license for certain technology and know-how pertaining to ABI-009. The Celgene License Agreement will remain in effect from the effective date of April 9, 2014 until expiration of all milestone and royalty payment obligations under the agreement, unless terminated by either of the parties upon giving an advance notice as specified in the Celgene License Agreement. Under the terms of the Celgene License Agreement, Celgene agreed to supply the Company with licensed products of ABI-009 necessary for clinical or non-clinical development. Celgene had the option to terminate the Celgene License Agreement and all of the Company’s related rights and licenses upon the occurrence of each of the following: (a) successful completion of the first Phase 2 Trial for a licensed product (“First Trigger Event”), or (b) if Celgene elects not to exercise its option upon the First Trigger Event, then upon the acceptance by the Food and Drug Administration or the European Medicines Agency, as applicable, of the first New Drug Application either in the United States or European Union, whichever occurs first, for a licensed product (“Second Trigger Event”). Celgene could also terminate the Celgene License Agreement upon written notice to the Company at any time following the occurrence of the First Trigger Event and prior to the occurrence of the Second Trigger Event (an “Early Exercise”). In each case, the termination would be subject to a payment to the Company by Celgene equal to the valuation of the Company as per the terms of the Celgene License Agreement. On October 3, 2016, the Celgene License Agreement was amended to include an option extension payment that allowed Celgene the option of paying $3.0 million to the Company to extend the period of time that Celgene had to Early Exercise. The Company has certain milestones that it is required to meet as specified in the Celgene License Agreement. If the Company fails to meet these milestones and cannot agree upon new terms and conditions, Celgene may terminate the Celgene License Agreement. Celgene is entitled to receive certain development milestone payments, royalties on net sales from licensed products under the agreement and any sublicense fees. No payments related to milestones or royalties under this agreement were paid during the three and nine months ended September 30, 2021 or 2020. On May 1, 2019, Celgene terminated its rights to elect an option to terminate the Celgene License Agreement upon the occurrence of a First Trigger Event, Second Trigger Event or Early Exercise. As a result, the Company is free to negotiate and enter into any agreement with respect to an acquisition of all or substantially all of the business or assets of the Company whether by merger, sale of equity or assets, or otherwise and to consummate the same as it sees fit. On November 15, 2019, Celgene and the Company entered into an amendment to the Celgene License Agreement (the “Amended Celgene License Agreement”) to terminate certain of Celgene’s ABI-009 product supply obligations and to transfer control over certain regulatory filings under the original Celgene License Agreement from Celgene to the Company. The Amended Celgene License Agreement also waived the obligations related to certain development milestone payments and waived the liability related to 2016 and 2017 licensed drug manufacturing costs of $1.2 million and $2.7 million, respectively. On August 30, 2021, the Company and Celgene entered into Amendment No. 1 (the “Amendment”) to the Amended Celgene License Agreement related to certain intellectual property rights of Celgene pertaining to the compound known as ABI-009. Under the terms of the Amendment, the Company paid Celgene $5.8 million representing 50% of the previously outstanding payment obligation under the terms of the Amended Celgene License Agreement, following the Effective Time of the PIPE Financing. Pursuant to the terms of the Amendment, the remaining previously outstanding payment obligation of $5.8 million, is due on the third anniversary of the Effective Time plus any accrued and unpaid interest due thereon (“Balloon Payment”). The Balloon Payment shall accrue interest, beginning as of the Effective Time until paid in full, at a rate equal to 4.0% per annum based on the weighted average amount outstanding during the applicable calendar quarter, and interest shall be payable quarterly in arrears. In addition, the parties agreed to amend the royalty rates payable to Celgene based on net sales of products subject to the Amended Celgene License Agreement. On December 8, 2020, the Company entered into a license agreement (“EOC License Agreement”) with EOC Pharma (Hong Kong) Limited (“EOC”) under which the Company received $14.0 million in January 2021 in non-refundable upfront consideration as partial payment for the rights and licenses granted to EOC by the Company for the further development and commercialization of ABI-009 in the People’s Republic of China, Hong Kong Special Administration Region, Macao Special Administrative Region and Taiwan (the “Licensed Territory”). In accordance with the Celgene License Agreement, the Company is required to pay 20% of all sublicense fees to Celgene. As such, the Company recognized $2.8 million of license expense in the fourth quarter of 2020 and had a corresponding $2.8 million sublicense payable to Celgene on the balance sheet as of December 31, 2020. During the three and nine months ended September 30, 2021, the Company paid the $2.8 million sublicense fee. Refer to Note 8 for additional information on the EOC License Agreement. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Basis of Presentation The unaudited condensed consolidated financial statements, and the related disclosures, have been prepared in accordance with U.S. Securities and Exchange Commission (“SEC”) regulations and include all of the information and disclosures required by GAAP for interim financial reporting, and, in the opinion of management include all adjustments necessary for a fair presentation of the results of operations, financial position, changes in stockholders’ equity and cash flows for each period presented. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). All adjustments are of a normal and recurring in nature. The Company’s condensed consolidated financial statements are stated in U.S. Dollars. On August 26, 2021, when the Company closed the Merger, all outstanding shares of common stock along with preferred stock of Private Aadi were exchanged for new shares of common stock of the Company and the approximately 8.1 million shares of Private Aadi capital stock held by stockholders of Private Aadi immediately prior to the Merger were exchanged for approximately 2.5 million shares of common stock of the Company based on the Exchange Ratio. The authorized number of shares of common stock was not reduced and remains at 300.0 million. The par value of the Company’s common stock remains unchanged at $0.0001 per share. Also on August 26, 2021, and immediately prior to the closing of the Merger, Aerpio effected the Reverse Stock Split. Accordingly, all share and per share amounts for the period presented in the accompanying consolidated financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect the Reverse Stock Split. No fractional shares were issued in connection with the Reverse Stock Split. Unless otherwise noted, all references to shares of the Company’s common stock and per share amounts have also been adjusted to reflect the Exchange Ratio. Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one operating segment, which is the business of developing and commercializing proprietary therapeutics. All the assets and operations of the Company’s sole operating and reportable segment are located in the United States. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities in the Company’s financial statements and accompanying notes. In the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation have been included. The most significant estimates in the Company’s condensed consolidated financial statements relate to stock-based compensation expense and accrued research and development costs. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may materially differ from these estimates and assumptions. Concentration Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of cash and cash equivalents and certain investments in money market funds. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. Management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. The Company has not experienced any losses on deposits since inception. Cash and Cash Equivalents The Company considers all highly liquid marketable securities purchased with original maturities of three months or less at the time of purchase date to be cash equivalents. As of September 30, 2021 and December 31, 2020, cash and cash equivalents included money market investments totaling $152.5 million and $3.0 million, respectively. Fair Value Option The Company has elected the fair value option to account for its convertible promissory notes issued. The Company records these convertible promissory notes at fair value with changes in fair value recorded in the statements of operations and comprehensive loss. As a result of applying the fair value option, direct costs and fees related to the convertible promissory notes were recognized in earnings as incurred and not deferred. As of September 30, 2021, there were no Convertible Notes outstanding as they were converted to shares of Private Aadi common stock immediately prior to the closing of the Merger. Fair Value of Financial Instruments The accounting guidance defines fair value, establishes a consistent framework for measuring fair value, and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs, such as quoted prices in active markets Level 2: Inputs, other than the quoted prices in active markets that are observable either directly or indirectly Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions which reflect those that a market participant would use Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. In determining the fair value of its financial instruments, the Company considers the source of observable market data inputs, liquidity of the instrument, the credit risk of the counterparty to the contract, and its risk of nonperformance. In the case fair value is not observable, for the items subject to fair value measurements, the Company applies valuation techniques deemed the most appropriate under the GAAP guidance based on the nature of the assets and liabilities being measured. The carrying amounts of cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, and accrued liabilities are reasonable estimates of their fair value because of the short maturity of these items. The following Fair Value Measurements as of September 30, 2021 Level 1 Level 2 Level 3 Total Assets: Money market funds (1) $ 152,465 $ — $ — $ 152,465 Liabilities: Convertible promissory notes $ — $ — $ — $ — Fair Value Measurements as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Money market funds (1) $ 3,041 $ — $ — $ 3,041 Liabilities: Convertible promissory notes $ — $ — $ 10,131 $ 10,131 (1) Included in cash and cash equivalents in the accompanying balance sheets. As further As of September 30, 2021 there were no Convertible Notes outstanding as the Convertible Notes were converted to shares of Private Aadi common stock immediately prior to the closing of the Merger, which were concurrently exchanged for common stock of the Company based on the Exchange Ratio in connection with the closing of the Merger. As of December 31, 2020, the and There The following Convertible Notes (Level 3) Balance as of December 31, 2020 $ 10,131 Issuance of convertible promissory notes — Accrual of interest 584 Change in fair value of convertible promissory notes (1,585 ) Conversion to common stock (9,130 ) Balance September 30, 2021 $ — Convertible Notes (Level 3) Balance as of December 31, 2019 $ 8,165 Issuance of convertible promissory notes 1,000 Accrual of interest 585 Change in fair value of convertible promissory notes — Balance September 30, 2020 $ 9,750 There have been no transfers between levels during the reporting periods. Accounts Receivable Accounts Accounts receivable at payment Property and Equipment, Net Property and equipment, consisting of computers, furniture and fixtures, and office equipment, are stated at cost, less accumulated depreciation. Property and equipment is depreciated using the straight-line method over the estimated useful lives of the assets, generally five years. Such costs are periodically reviewed for recoverability when impairment indicators are present. Intangible Asset The Company’s intangible asset consists of a single asset, Aerpio’s license agreement with Gossamer Bio., Inc. acquired in the Merger. The intangible asset is stated at fair value and is amortized using the straight-line method over its estimated useful life of 14.3 years. The intangible asset is reviewed for potential impairment when events or circumstances indicate that carrying amounts may not be recoverable. Impairment of Long-Lived Assets The Company reviews long-lived assets, including property, equipment, and the intangible asset for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than the carrying amount. The impairment loss, if recognized, would be based on the excess of the carrying value of the impaired asset over its respective fair value. An impairment was recorded for the long-lived intangible asset during three and nine months ended September 30, 2021 (see Note 5). Leases At the The Company additionally criteria: (i) the lease has a purchase option that is reasonably certain of being exercised, (ii) the present value of the future cash flows is substantially all of the fair market value of the underlying asset, (iii) the lease term is for a significant portion of the remaining economic life of the underlying asset, (iv) the title to the underlying asset transfers at the end of the lease term, or (v) if the underlying asset is of such a specialized nature that it is expected to have no alternative uses to the lessor at the end of the term. Leases that do not meet the finance lease criteria are accounted for as an operating lease. Operating lease assets represent a right to use an underlying asset for the lease term and operating lease liabilities represent an obligation to make lease payments arising from the lease. Operating lease liabilities with a term greater than one year and their corresponding right-of-use assets are recognized on the balance sheet at the commencement date of the lease based on the present value of lease payments over the expected lease term. Certain Commitments The Company recognizes a liability with regard to loss contingencies when it believes it is probable a liability has been incurred, and the amount can be reasonably estimated. If some amount within a range of loss appears at the time to be a better estimate than any other amount within the range, the Company accrues that amount. When no amount within the range is a better estimate than any other amount the Company accrues the minimum amount in the range. The Company has not recorded any such liabilities as of September 30, 2021 . Revenue Recognition Grant Revenue The Company’s grant revenues are derived from federal grants with the U.S. Food and Drug Administration. The Company has determined that the government agencies providing grants to the Company are not customers. Grant revenue is recognized when there is reasonable assurance of compliance with the conditions of the grant and reasonable assurance that the grant revenue will be received. The Company recognizes grant revenues as reimbursable grant costs are incurred. The costs associated with these reimbursements are reflected as a component of research and development expense in the accompanying statements of operations and comprehensive loss. With respect to grant revenue derived from reimbursement of direct out-of-pocket expenses for research costs associated with federal contracts, where the Company acts as principal with discretion to choose suppliers, bears credit risk, and performs part of the services required in the transaction, the Company records revenue for the gross amount of the reimbursement. The costs associated with these reimbursements are reflected as a component of research and development expense in the accompanying statements of operations and comprehensive loss. Revenue Under License Agreement The Company generates revenues from payments received under a license agreement. Under such license agreement, the Company recognizes revenue when it transfers promised goods or services to partners in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. To determine revenue recognition for contracts with partners, the Company performs the following five steps: (i) identifies the promised goods or services in the contract; (ii) identifies the performance obligations in the contract, including whether they are distinct in the context of the contract; (iii) determines the transaction price, including the constraint on variable consideration; (iv) allocates the transaction price to the performance obligations in the contract; and (v) recognizes revenue when (or as) the Company satisfies the performance obligations. For revenue from such license agreement, the Company generally collects an upfront license payment from the license partner and is also entitled to receive event-based payments subject to the license partner’s achievement of specified development, regulatory and sales-based milestones. In addition, the Company is generally entitled to royalties if products under the license agreement are commercialized. Transaction price for a contract represents the amount to which the Company is entitled in exchange for providing goods and services to the partner. Transaction price does not include amounts subject to uncertainties unless it is probable that there will be no significant reversal of revenue when the uncertainty is resolved. Apart from the upfront license payment, all other fees the Company may earn under such license agreements are subject to significant uncertainties of product development. Achievement of many of the event-based development and regulatory milestones may not be probable until such milestones are actually achieved . This generally relates to milestones such as obtaining regulatory approvals and successful completion of clinical trials. With respect to other development milestones, e.g. dosing of a first patient in a clinical trial, achievement could be considered probable prior to its actual occurrence, based on the progress towards commencement of the trial. The Company does not include any amounts subject to uncertainties into the transaction price until it is probable that the amount will not result in a significant reversal of revenue in the future. At the end of each reporting period, the Company re-evaluates the probability of achievement of such milestones and any related constraint, and if necessary, adjusts the estimate of the overall transaction price. Because such agreements generally only have one type of performance obligation, a license, which is generally all transferred at the same time as agreement inception, allocation of the transaction price among multiple performance obligations is not required. Upfront amounts allocated to licenses are recognized as revenue when the licenses are transferred to the partners. Development milestones and other fees are recognized in revenue when their occurrence becomes probable. Research and Development Research and development expenses consist of costs incurred in performing research and development activities, including salaries and benefits, materials and supplies, preclinical expenses, stock-based compensation expense, contract services, and other external development expenses. The Company records research and development activities conducted by third-party service providers, which include work related to preclinical studies, clinical trials, and contract manufacturing activities, to research and development expense as incurred. The Company is required to estimate the amount of services provided but not yet invoiced and include these expenses in accrued expenses on the balance sheet and within research and development expenses in the statements of operations and comprehensive loss. These expenses are a significant component of the Company’s Share-Based Compensation The Company recognizes all stock-based payments to employees, including grants of employee stock options in the consolidated statements of operations and comprehensive loss based on their fair values. All the Company’s share-based awards, to employees, non-employees, officers, and directors, are subject only to service-based vesting conditions. The Company estimates the fair value of its stock-based awards using the Black-Scholes option pricing model, which requires the input of assumptions, including (i) the expected stock price volatility, (ii) the calculation of expected term of the award, (iii) the risk-free interest rate and (iv) expected dividends. Options granted during the year have a maximum contractual term of ten years. Forfeitures are recognized and accounted for as they occur. Due to the historical lack of a public market for the trading of the Company’s securities and a lack of company-specific historical and implied volatility data, the Company has based its estimate of expected volatility on the historical volatility of a group of similar companies that are publicly traded. The computation of expected volatility is based on the historical volatility of a representative group of companies with similar characteristics to the Company, including stage of product development and life science industry focus. The Company believes the group selected has sufficient similar economic and industry characteristics and includes companies that are most representative of the Company. The Company has limited to calculate the expected term, as it does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term for options granted to employees, and utilizes the contractual term for options granted to non-employees. The expected term is applied to the stock option grant group as a whole, as the Company does not expect substantially different exercise or post-vesting termination behavior among its employee population. The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of the grant for zero-coupon U.S. treasury notes with maturities approximately equal to the expected term of the stock options. Compensation expense related to awards to employees is calculated on a straight-line basis by recognizing the grant date fair value over the associated service period of the award, which is generally the vesting term. Income Taxes Income taxes have been accounted for using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates applicable to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance against deferred tax assets is recorded if, based upon the weight of all available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position, as well as consideration of the available facts and circumstances. The Company recognizes interest and penalties related to uncertain tax positions, if any exist, in income tax expense. Net and Comprehensive Loss per Share Attributable to Common Stockholders Basic net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares and common share equivalents outstanding for the period. Common stock equivalents are only included when their effect is dilutive. The Company’s potentially dilutive securities, which include convertible preferred stock, outstanding stock options and warrants under the Company’s equity incentive plans have been excluded from the computation of diluted net loss per share as they would be anti-dilutive. Net loss per share is presented as the more dilutive of the treasury stock and as-converted method or the two-class method required for participating securities. The Series A convertible preferred stock is considered a participating security and does not have a contractual obligation to share in Private Aadi’s losses. As such, the two-class method was not required. The following table sets forth the outstanding potentially dilutive securities that have been excluded in the calculation of diluted net loss per share because their inclusion would be anti-dilutive (amounts in thousands): Nine Months Ended September 30, 2021 2020 Options to purchase common stock 1,298 374 Warrants to purchase common stock 37 — Series Seed convertible preferred stock — 734 Series A convertible preferred stock — 7,212 Accounting Pronouncements Not Yet Adopted In August 2020, the FASB issued ASU 2020-06, “ Debt – Debt with Conversion and Other Options” In April 2021, the FASB issued ASU 2021-04, which included Topic 260 “ Earnings Per Share |
Merger
Merger | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Merger | 4. Merger The Merger was accounted for as a reverse asset acquisition The estimated fair value of total consideration given was $110.4 million as detailed below and is based on 3,208,718 shares of common stock, after taking into account the Reverse Stock Split, outstanding immediately prior to the Effective Time. Number of common shares of the combined company to be owned by Aerpio stockholders 3,208,718 Multiplied by the fair value per share of Aerpio common stock on August 26, 2021 $ 33.00 Fair value of Aerpio common stock 105,887,694 Aadi transaction costs 4,500,864 Purchase price $ 110,388,558 The allocation of the purchase price is as follows (amounts in thousands): August 26, 2021 Cash and cash equivalents $ 29,700 Other current assets 2,709 Intangible asset (1) 78,062 Deposits 20 Accounts payable and accrued expenses (103 ) Net assets acquired $ 110,388 (1) The long-lived intangible asset represents Aerpio’s out-licensing agreement with Gossamer Bio., Inc. Should payment be received from the underlying license agreement, in accordance with milestones or royalties, the Company will retain 10% of the proceeds with the balance being distributed to the CVR Holders. In accordance with GAAP for asset acquisitions, the excess purchase price over the fair value of the acquired assets and liabilities was ascribed to the acquired contract intangible asset. See Note 5 below for additional discussion of the subsequent impairment recognized. |
Intangible Asset
Intangible Asset | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Asset | 5. Intangible Asset In conjunction with the Merger, the Company recorded a long-lived contract intangible asset related to Aerpio’s license agreement with Gossamer Bio. Inc., which was assumed in the Merger. In accordance with GAAP, for asset acquisitions, the excess purchase price over the fair value of the acquired assets and liabilities was ascribed to the acquired contract intangible asset. Due to the significant excess purchase price being allocated over the fair value of the acquired contract intangible asset, the Company determined that an indicator of impairment was present. The contract intangible asset was assessed for recoverability using an undiscounted cash flow model, which resulted in undiscounted cash flows below the carrying amount. The Company therefore recognized an impairment of $74.2 million to bring the carrying amount of the contract intangible asset down to its estimated fair value of $3.9 million. The fair value estimate of the intangible asset relates to contingent cash flows expected from Aerpio’s out-licensing arrangement, of which 90% of any future net cash proceeds will be remitted to CVR Holders and paid through the CVRs. The fair value determination of the intangible asset was based upon a discounted cash flow valuation of the milestone payments and Monte Carlo valuation for the sales royalties. 14.3 26,000 The estimated amortization expense related to this finite lived intangible asset for the five succeeding years is as follows (amounts in thousands): September 30, 2021 Intangible asset $ 3,906 Less amortization (26 ) Intangible asset, net $ 3,880 2021 (remaining) $ 68 2022 273 2023 273 2024 273 2025 273 Amounts thereafter 2,720 $ 3,880 As of September 30, 2021, all development milestones, sales-based milestones and royalty payments within the license agreement are constrained. There can be no assurance that any proceeds will be received under the license agreement. |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Accrued Liabilities Current [Abstract] | |
Accrued Liabilities | 6. Accrued Liabilities Details of accrued liabilities are presented as follows (amounts in thousands): September 30, December 31, 2021 2020 Accrued clinical $ 2,367 $ 2,017 Accrued contract manufacturing 1,793 1,301 Accrued bonus 563 597 Accrued other 1,527 184 Total accrued liabilities $ 6,250 $ 4,099 |
Operating Lease
Operating Lease | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Operating Lease | 7. Operating Lease In April twenty-eight-month four months of the lease for an a three-year Included in the Lease Amendment were nine months of rent abatement and a rent escalation clause. three and nine three and nine The following table summarizes information related to the Company’s lease (amounts in thousands): September 30, 2021 December 31, 2020 Assets: Operating lease right-of-use assets $ 597 $ 119 Total right-of-use assets $ 597 $ 119 Liabilities: Operating lease liabilities, current $ 90 $ 125 Operating lease liabilities, non-current 523 — Total operating lease liabilities $ 613 $ 125 The future minimum lease payments required under the operating lease as of September 30, 2021, are summarized below (amounts in thousands): Future Minimum Lease Payments: Fourth quarter 2021 $ 9 2022 178 2023 231 2024 238 2025 40 Total minimum lease payments $ 696 Less: amount representing interest (83 ) Present value of operating lease liabilities $ 613 Less: operating lease liabilities, current (90 ) Operating lease liabilities, non-current $ 523 Remaining lease term (in years) 3.42 Incremental borrowing rate 6.80 % |
EOC License Agreement
EOC License Agreement | 9 Months Ended |
Sep. 30, 2021 | |
Revenue From Contract With Customer [Abstract] | |
EOC License Agreement | 8. EOC License Agreement In December 2020, the Company entered into the EOC License Agreement with EOC for the further development and commercialization of ABI-009 in the Licensed Territory. Under the terms of the EOC License Agreement, the Company granted to EOC an exclusive, royalty-bearing license to develop and commercialize the product in the Licensed Territory. Unless earlier terminated, the term of the EOC License Agreement continues until the expiration of the royalty obligations. EOC has the right to terminate the agreement for any reason upon 120 days advance written notice. Either party may terminate the EOC License Agreement in the event that the other party breaches the agreement and fails to cure the breach, becomes insolvent or challenges certain of the intellectual property rights licensed under the agreement. The Company assessed the EOC License Agreement and concluded that EOC is a customer and identified the license of ABI-009 provided to EOC as the sole performance obligation. The $14.0 million upfront payment received from EOC is non-refundable and non-creditable and is considered fixed consideration. The Company recognized revenue of $14.0 million in December 2020 when the EOC License Agreement was signed, and the $14.0 million upfront payment was received in January 2021. The potential milestone payments and royalty payments under the EOC License Agreement are considered variable consideration and are constrained with respect to revenue recognition notification from EOC that the milestone and royalty payments have been achieved. The Company is eligible to receive an additional $257.0 million in the aggregate upon achievement of certain development, regulatory, and sales milestones, as well as tiered royalties on net sales in the Licensed Territory. Under the terms of the EOC License Agreement, EOC will fund all research, development, regulatory, marketing and commercialization activities in the defined Licensed Territory. |
Convertible Notes
Convertible Notes | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Notes | 9. Convertible Private Aadi received $8.1 million in October 2019 and $1.0 million in January 2020 for the proceeds from the issuance of Convertible Notes. The October 2019 Convertible Notes were issued to existing equity holders of Private Aadi. The Convertible Notes issued in October 2019 and January 2020 originally had a maturity date of one year from the date of issuance and bear an escalating interest rate of 6% per annum for the first four months following the effective date of the loan agreement, 8% per annum for the fifth and sixth months, and 10% per annum for the remaining six months of the note term until maturity at twelve months. The Convertible Notes contain certain redemption features, including conversion to preferred stock upon the closing of Private Aadi’s next issuance of preferred stock resulting in net proceeds to the Company of at least $25.0 million (“Qualified Financing”). The Convertible Notes will convert into a variable, whole number of preferred shares equal to the number obtained by dividing the principal plus accrued interest of the Convertible Notes by 80% of the price per share paid by cash investors in the Qualifying Financing if converted in the first four months following the effective date of the loan agreement, 75% if converted in months five or six, and 70% if converted later than six months. The Convertible Notes also contained a mandatory prepayment provision that required Private Aadi to pay the outstanding principal, plus accrued and unpaid interest together with a premium in the event that a qualified liquidity event occurred. The premium wa s equal to 120 % of the outstanding principal amount to be prepaid in the event the liquidity event occurs within four months of the note date, 130 % between the fifth and sixth month, and 140 % if after the sixth month but prior to maturity. In November 2020, Private Aadi entered into an amendment to the October 2019 and January 2020 Convertible Notes, whereby the term was extended from one year to two years. The amendment was accounted for as a debt modification. In May 2021, Private Aadi entered into an amendment to the October 2019 and January 2020 Convertible Notes, whereby upon the closing of the Merger (see Note 1), the outstanding principal amount of the Convertible Notes and all accrued and unpaid interest as of immediately prior to the closing of the Merger would automatically convert into fully paid and nonassessable shares of Private Aadi common stock at a price per share equal to $4.80 and would be concurrently exchanged for shares of the Company’s common stock based on the Exchange Ratio. In conjunction with the closing of the Merger on August 26, 2021, the outstanding Convertible Notes were converted into shares of Private Aadi common stock which were concurrently exchanged for 698,018 shares of the Company’s common stock after taking into account the Exchange Ratio . $0.4 million. |
Payroll Protection Program Loan
Payroll Protection Program Loan | 9 Months Ended |
Sep. 30, 2021 | |
Payroll Protection Program Loan [Abstract] | |
Payroll Protection Program Loan | 10. Payroll Protection Program Loan On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. The CARES Act also appropriated funds for the Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”) loans that are forgivable in certain situations to promote continued employment, as well as Economic Injury Disaster Loans to provide liquidity to small businesses harmed by COVID-19 . In May 2020, Aadi was approved for a $0.2 million SBA PPP loan, as provided for in the CARES Act (“PPP Loan”). Under certain conditions, the PPP Loan and accrued interest are forgivable after a twenty-four-week The SBA has stated that all PPP loans in excess of $2 million, and other PPP loans as appropriate, will be subject to review by the SBA for compliance with program requirements. If the SBA determines in the course of its review that a borrower lacked an adequate basis for the required certification concerning the necessity of the loan request or the subsequent use of loan proceeds, the SBA will seek repayment of the PPP loan, including interest and potential penalties. While the Company believes the loan was properly obtained and forgiven, there can be no assurance regarding the outcome of an SBA review. The Company has not accrued any liability associated with the risk of an adverse SBA review . |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Stockholders' Equity (Deficit) | 11. Stockholders’ Equity (Deficit) Preferred Stock As of September 30, 2021, under the Company’s certificate of incorporation, as amended and restated, the Company has 10,000,000 shares of preferred stock, par value $0.0001 per share, in authorized capital with no shares outstanding. Series On February Series In February Common Stock As of September 30, 2021 and December 31, 2020, the Company had 300,000,000 and 20,000,000 shares of authorized common stock with par value of $0.0001 per share, respectively, under the Company’s certificate of incorporation, as amended and restated. As of September 30, 2021 and December 31, 2020, the shares of common stock outstanding were 20,883,454 and 2,542,358, respectively. In conjunction with the closing of the Merger, the Company issued an aggregate of 2,558,218 shares of common stock to holders of Private Aadi common stock in exchange for all of the Private Aadi capital stock outstanding immediately prior to the closing of the Merger. Concurrently with the closing of the Merger, the PIPE Investors purchased an aggregate of 11,852,862 shares of the Company’s common stock for an aggregate purchase price of $155.0 million pursuant to the Subscription Agreement entered into with the Company on May 16, 2021. The aggregate net proceeds, after deducting certain expenses incurred that were direct and incremental to the issuance of the PIPE shares, was $145.4 million. Dividends The holders of common stock are entitled to receive dividends, if and when declared by the board of directors of the Company (the “Board of Directors”). Since the Company’s inception, no dividends have been declared or paid to the holders of common stock. Liquidation In the event of any voluntary or involuntary liquidation, dissolution, or winding-up of the Company, the holders of common stock are entitled to share ratably in the Company’s assets. Voting The holders of common stock are entitled to one vote for each share of common stock held at all meetings of stockholders and written actions in lieu of meetings. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 12. Stock-Based Compensation Stock Option Plan – 2014 Plan (“Private Aadi Plan”) In connection with the Merger, the Company assumed Private Aadi Plan, which was amended and restated in February 2017, and the issued and outstanding stock options under the Private Aadi Plan (the Private Aadi common stock underlying the awards was adjusted for shares of the Company’s common stock pursuant to the Merger Agreement). The Private Aadi Plan allowed for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock unit awards and other stock awards. In connection with the closing of the Merger and the adoption of the 2021 Plan (as defined below), no further awards will be issued under the Private Aadi Plan. The options ten years The Private Aadi Plan s four-year Stock Option Plan – 2011 Plan and 2017 Plan In connection with the closing of the Merger, the Company assumed the Aerpio 2011 Equity Incentive Plan (the “2011 Plan”) and the Aerpio 2017 Stock Option and Incentive Plan (the “2017 Plan,” and collectively with the 2011 Plan, the “Prior Plans”). No new awards will be granted under the 2017 Plan effective upon the closing of the Merger and adoption of the 2021 Plan (as defined below). Stock Option Plan – 2021 Plan At the closing of the Merger, the Company adopted the Aadi Bioscience, Inc. 2021 Equity Incentive Plan (the “2021 Plan”), which also permits stock options and restricted stock unit grants to employees, members of the board of directors, and outside consultants. Subject to the adjustment provisions contained in the 2021 Plan and the evergreen provision described below, a total of 2,070,784 shares of common stock were initially reserved for issuance pursuant to the 2021 Plan. In addition, the shares reserved for issuance under the 2021 Plan include any shares of common stock (i) subject to awards of stock options or other awards granted under the Prior Plans that expire or otherwise terminate without having been exercised in full and shares of common stock granted under the Prior Plans that are forfeited or repurchased by the Company, and (ii) any shares of common stock subject to stock options or similar awards granted under the Private Aadi Plan that were assumed in the Merger (provided that the maximum number of shares that may be added to the 2021 Plan pursuant to this sentence is 764,154 shares). The number of shares available for issuance under the 2021 Plan also will include an annual increase, or the evergreen feature, on the first day of each of the Company’s fiscal years, beginning with the Company’s fiscal year 2022, equal to the least of: • 2,070,784 shares of common stock; • a number of shares equal to 4% of the outstanding shares of common stock on the last day of the immediately preceding fiscal year; or • such number of shares as the Board or its designated committee may determine. Shares issuable under the 2021 Plan are authorized, but unissued, or reacquired shares of common stock. If an award expires or becomes unexercisable without having been exercised in full, is surrendered pursuant to an exchange program, or, with respect to restricted stock, restricted stock units, performance units or performance shares, is forfeited to or repurchased by the combined company due to failure to vest, the unpurchased shares (or for awards other than stock options or stock appreciation rights, the forfeited or repurchased shares) will become available for future grant or sale under the 2021 Plan (unless the 2021 Plan has terminated). As of September 30, 2021, zero, 432,978, 195,737 and 669,731 shares were outstanding under the 2011 Plan, Private Aadi Plan, 2017 Plan and 2021 Plan, respectively. The following table summarizes the stock option activity during the nine months ended September 30, 2021: Stock Option Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in Years) Aggregate Intrinsic Value (in thousands) Outstanding, January 1, 2021 390,949 $ 2.00 7.26 $ 505 Granted 727,620 26.58 Assumed through Merger 248,258 29.20 Exercised (61,075 ) 12.20 Expired/cancelled (7,306 ) 36.47 Outstanding, September 30, 2021 1,298,446 $ 20.33 7.63 $ 13,156 Options exercisable, September 30, 2021 493,890 $ 13.79 3.46 $ 9,646 As of September 30, 2021, the aggregate intrinsic value of options outstanding was $13.2 million. The intrinsic value for stock options is calculated based on the difference between the exercise prices of the underlying awards and the quoted stock price of the Company’s common stock as of the reporting date. As of September 30, 2021, there was $13.9 million of unrecognized compensation cost related to stock options, which is expected to be recognized over a weighted average period of 3.15 years. As of September 30, 2021, zero and 1,845,971 shares were reserved for issuance under the Private Aadi Plan and 2021 Plan, respectively. Option Awards During the three months ended September 30, 2021 and 2020, option awards to purchase an aggregate of 669,731 and zero shares of common stock were granted, respectively. During the nine months ended September 30, 2021 and 2020, option awards to purchase an aggregate of 727,620 and 53,131 shares of common stock were granted, respectively. Compensation Expense Summary The Company recognized the following compensation cost related to employee and non-employee stock-based compensation activity for the periods presented (amounts in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Research and development $ 124 $ 23 $ 180 $ 67 General and administrative 524 11 543 33 Total $ 648 $ 34 $ 723 $ 100 Included in the three and nine months ended September 30, 2021 is $0.3 The Company uses the Black-Scholes option pricing model to determine the estimated fair value for stock-based awards. Option pricing and models require the input of various assumptions, including the option’s expected life, expected dividend yield, price volatility and risk-free interest rate of the underlying stock. Accordingly, the weighted-average fair value of the options granted during the nine months ended September 30, 2021 and 2020 was $19.24 and $2.57 per share, respectively. The calculation was based on the following assumptions. No grants were issued during the three months ended September 30, 2020. Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Expected term (years) 5.27 - 6.08 — 5.08 - 6.25 5.27 - 6.25 Risk-free interest rate 0.84% - 1.15% — 0.84% - 1.15% 0.34% - 0.80% Expected volatility 86.02% - 87.27% — 85.21% - 87.88% 89.57% - 92.52% Expected dividend yield — — — — Warrants to Purchase Common Stock The Company had warrants outstanding for the purchase of 36,666 shares of the Company’s common stock at September 30, 2021. There were no warrants outstanding as of December 31, 2020. These warrants were assumed in the Merger and were issued by Aerpio in October 2019, for the purchase of 40,000 shares (after taking into account the Reverse Stock Split) of the Company’s common stock at an exercise price of $7.29 per share (after taking into account the Reverse Stock Split). These warrants were fully vested as of the date of the Merger and expire on October 24, 2024. Prior to the closing of the Merger, 3,334 warrants were exercised. At the grant date, the fair value of these awards was determined using a Black-Scholes option pricing model. The number of shares and the exercise price shall be adjusted for standard anti-dilution events such as stock splits, combinations, reorganizations, or issue shares as part of a stock dividend. |
Employee Stock Purchase Plan
Employee Stock Purchase Plan | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Employee Stock Purchase Plan | 13. Employee Stock Purchase Plan On August 17, 2021, a special meeting of the Company’s stockholders was held to approve the Merger and related matters which included, among others, an employee stock purchase plan (“Special Meeting”). At the Special Meeting, the Company’s stockholders considered and approved the Company’s 2021 Employee Stock Purchase Plan (the “2021 ESPP”). Upon approval of the 2021 ESPP by the stockholders, Aerpio’s Amended and Restated 2017 Employee Stock Purchase Plan terminated. An aggregate of 310,617 shares of common stock (after taking into account the Reverse Stock Split) have been reserved and are available for issuance under the 2021 ESPP. The number of shares of common stock available for issuance under the 2021 ESPP will be increased on the first day of each fiscal year beginning with the 2022 fiscal year in an amount equal to the least of (i) 310,617 shares of common stock (after taking into account the Reverse Stock Split), (ii) one percent (1%) of the outstanding shares of all classes of common stock on the last day of the immediately preceding fiscal year, or (iii) an amount to be determined by the Board or its designated committee no later than the last day of the immediately preceding fiscal year. Shares of common stock issuable under the 2021 ESPP will be authorized, but unissued, or reacquired shares of common stock. If the Company’s capital structure changes because of a stock dividend, stock split or similar event, the number of shares that can be issued under the 2021 ESPP will be appropriately adjusted . No shares under the 2021 ESPP are outstanding at September 30, 2021. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. Income Taxes The Company did not record a current or deferred income tax expense or benefit for the three and nine months ended September 30, 2021 and 2020, due to the Company’s net losses and increases in its deferred tax asset valuation allowance. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 15. Commitments and Contingencies Legal Proceedings From time to time, the Company could be subject to various legal proceedings and claims that arise in the ordinary course of its business activities. Regardless of the outcome, legal proceedings can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. Except as set forth below, as of the date of this Quarterly Report, the Company is not currently involved in any material legal proceedings. Between June 30, 2021 and August 3, 2021, the following actions were filed by purported stockholders of Aerpio: Dwayne Komurke v. Aerpio Pharmaceuticals Inc et al. Matthew Whitfield v. Aerpio Pharmaceuticals Inc et al. Robin Odach v. Aerpio Pharmaceuticals Inc et al. Miah v. Aerpio Pharmaceuticals, Inc et al Weir v. Aerpio Pharmaceuticals, Inc., et al Carlisle v. Aerpio Pharmaceuticals, Inc., et al Adam Franchi v. Aerpio Pharmaceuticals, Inc., et al. Alex Ciccotelli v. Aerpio Pharmaceuticals, Inc. et al As previously disclosed, the Company’s Board of Directors also received a demand letter from a purported stockholder of the Company, requesting certain books and records of the Company concerning the Merger pursuant to Section 220 of the Delaware General Corporation Law. Thereafter, on August 16, 2021, the same purported stockholder filed a complaint in the Court of Chancery seeking books and records, captioned Weiss v. Aerpio Pharmaceuticals, Inc |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited condensed consolidated financial statements, and the related disclosures, have been prepared in accordance with U.S. Securities and Exchange Commission (“SEC”) regulations and include all of the information and disclosures required by GAAP for interim financial reporting, and, in the opinion of management include all adjustments necessary for a fair presentation of the results of operations, financial position, changes in stockholders’ equity and cash flows for each period presented. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). All adjustments are of a normal and recurring in nature. The Company’s condensed consolidated financial statements are stated in U.S. Dollars. On August 26, 2021, when the Company closed the Merger, all outstanding shares of common stock along with preferred stock of Private Aadi were exchanged for new shares of common stock of the Company and the approximately 8.1 million shares of Private Aadi capital stock held by stockholders of Private Aadi immediately prior to the Merger were exchanged for approximately 2.5 million shares of common stock of the Company based on the Exchange Ratio. The authorized number of shares of common stock was not reduced and remains at 300.0 million. The par value of the Company’s common stock remains unchanged at $0.0001 per share. Also on August 26, 2021, and immediately prior to the closing of the Merger, Aerpio effected the Reverse Stock Split. Accordingly, all share and per share amounts for the period presented in the accompanying consolidated financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect the Reverse Stock Split. No fractional shares were issued in connection with the Reverse Stock Split. Unless otherwise noted, all references to shares of the Company’s common stock and per share amounts have also been adjusted to reflect the Exchange Ratio. |
Segment Information | Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one operating segment, which is the business of developing and commercializing proprietary therapeutics. All the assets and operations of the Company’s sole operating and reportable segment are located in the United States. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities in the Company’s financial statements and accompanying notes. In the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation have been included. The most significant estimates in the Company’s condensed consolidated financial statements relate to stock-based compensation expense and accrued research and development costs. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may materially differ from these estimates and assumptions. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid marketable securities purchased with original maturities of three months or less at the time of purchase date to be cash equivalents. As of September 30, 2021 and December 31, 2020, cash and cash equivalents included money market investments totaling $152.5 million and $3.0 million, respectively. |
Fair Value Option | Fair Value Option The Company has elected the fair value option to account for its convertible promissory notes issued. The Company records these convertible promissory notes at fair value with changes in fair value recorded in the statements of operations and comprehensive loss. As a result of applying the fair value option, direct costs and fees related to the convertible promissory notes were recognized in earnings as incurred and not deferred. As of September 30, 2021, there were no Convertible Notes outstanding as they were converted to shares of Private Aadi common stock immediately prior to the closing of the Merger. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The accounting guidance defines fair value, establishes a consistent framework for measuring fair value, and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs, such as quoted prices in active markets Level 2: Inputs, other than the quoted prices in active markets that are observable either directly or indirectly Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions which reflect those that a market participant would use Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. In determining the fair value of its financial instruments, the Company considers the source of observable market data inputs, liquidity of the instrument, the credit risk of the counterparty to the contract, and its risk of nonperformance. In the case fair value is not observable, for the items subject to fair value measurements, the Company applies valuation techniques deemed the most appropriate under the GAAP guidance based on the nature of the assets and liabilities being measured. The carrying amounts of cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, and accrued liabilities are reasonable estimates of their fair value because of the short maturity of these items. The following Fair Value Measurements as of September 30, 2021 Level 1 Level 2 Level 3 Total Assets: Money market funds (1) $ 152,465 $ — $ — $ 152,465 Liabilities: Convertible promissory notes $ — $ — $ — $ — Fair Value Measurements as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Money market funds (1) $ 3,041 $ — $ — $ 3,041 Liabilities: Convertible promissory notes $ — $ — $ 10,131 $ 10,131 (1) Included in cash and cash equivalents in the accompanying balance sheets. As further As of September 30, 2021 there were no Convertible Notes outstanding as the Convertible Notes were converted to shares of Private Aadi common stock immediately prior to the closing of the Merger, which were concurrently exchanged for common stock of the Company based on the Exchange Ratio in connection with the closing of the Merger. As of December 31, 2020, the and There The following Convertible Notes (Level 3) Balance as of December 31, 2020 $ 10,131 Issuance of convertible promissory notes — Accrual of interest 584 Change in fair value of convertible promissory notes (1,585 ) Conversion to common stock (9,130 ) Balance September 30, 2021 $ — Convertible Notes (Level 3) Balance as of December 31, 2019 $ 8,165 Issuance of convertible promissory notes 1,000 Accrual of interest 585 Change in fair value of convertible promissory notes — Balance September 30, 2020 $ 9,750 There have been no transfers between levels during the reporting periods. |
Accounts Receivable | Accounts Receivable Accounts Accounts receivable at payment |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, consisting of computers, furniture and fixtures, and office equipment, are stated at cost, less accumulated depreciation. Property and equipment is depreciated using the straight-line method over the estimated useful lives of the assets, generally five years. Such costs are periodically reviewed for recoverability when impairment indicators are present. |
Intangible Asset | Intangible Asset The Company’s intangible asset consists of a single asset, Aerpio’s license agreement with Gossamer Bio., Inc. acquired in the Merger. The intangible asset is stated at fair value and is amortized using the straight-line method over its estimated useful life of 14.3 years. The intangible asset is reviewed for potential impairment when events or circumstances indicate that carrying amounts may not be recoverable. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets, including property, equipment, and the intangible asset for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than the carrying amount. The impairment loss, if recognized, would be based on the excess of the carrying value of the impaired asset over its respective fair value. An impairment was recorded for the long-lived intangible asset during three and nine months ended September 30, 2021 (see Note 5). |
Leases | Leases At the The Company additionally criteria: (i) the lease has a purchase option that is reasonably certain of being exercised, (ii) the present value of the future cash flows is substantially all of the fair market value of the underlying asset, (iii) the lease term is for a significant portion of the remaining economic life of the underlying asset, (iv) the title to the underlying asset transfers at the end of the lease term, or (v) if the underlying asset is of such a specialized nature that it is expected to have no alternative uses to the lessor at the end of the term. Leases that do not meet the finance lease criteria are accounted for as an operating lease. Operating lease assets represent a right to use an underlying asset for the lease term and operating lease liabilities represent an obligation to make lease payments arising from the lease. Operating lease liabilities with a term greater than one year and their corresponding right-of-use assets are recognized on the balance sheet at the commencement date of the lease based on the present value of lease payments over the expected lease term. Certain |
Commitments and Contingencies | Commitments The Company recognizes a liability with regard to loss contingencies when it believes it is probable a liability has been incurred, and the amount can be reasonably estimated. If some amount within a range of loss appears at the time to be a better estimate than any other amount within the range, the Company accrues that amount. When no amount within the range is a better estimate than any other amount the Company accrues the minimum amount in the range. The Company has not recorded any such liabilities as of September 30, 2021 . |
Revenue Recognition | Revenue Recognition Grant Revenue The Company’s grant revenues are derived from federal grants with the U.S. Food and Drug Administration. The Company has determined that the government agencies providing grants to the Company are not customers. Grant revenue is recognized when there is reasonable assurance of compliance with the conditions of the grant and reasonable assurance that the grant revenue will be received. The Company recognizes grant revenues as reimbursable grant costs are incurred. The costs associated with these reimbursements are reflected as a component of research and development expense in the accompanying statements of operations and comprehensive loss. With respect to grant revenue derived from reimbursement of direct out-of-pocket expenses for research costs associated with federal contracts, where the Company acts as principal with discretion to choose suppliers, bears credit risk, and performs part of the services required in the transaction, the Company records revenue for the gross amount of the reimbursement. The costs associated with these reimbursements are reflected as a component of research and development expense in the accompanying statements of operations and comprehensive loss. Revenue Under License Agreement The Company generates revenues from payments received under a license agreement. Under such license agreement, the Company recognizes revenue when it transfers promised goods or services to partners in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. To determine revenue recognition for contracts with partners, the Company performs the following five steps: (i) identifies the promised goods or services in the contract; (ii) identifies the performance obligations in the contract, including whether they are distinct in the context of the contract; (iii) determines the transaction price, including the constraint on variable consideration; (iv) allocates the transaction price to the performance obligations in the contract; and (v) recognizes revenue when (or as) the Company satisfies the performance obligations. For revenue from such license agreement, the Company generally collects an upfront license payment from the license partner and is also entitled to receive event-based payments subject to the license partner’s achievement of specified development, regulatory and sales-based milestones. In addition, the Company is generally entitled to royalties if products under the license agreement are commercialized. Transaction price for a contract represents the amount to which the Company is entitled in exchange for providing goods and services to the partner. Transaction price does not include amounts subject to uncertainties unless it is probable that there will be no significant reversal of revenue when the uncertainty is resolved. Apart from the upfront license payment, all other fees the Company may earn under such license agreements are subject to significant uncertainties of product development. Achievement of many of the event-based development and regulatory milestones may not be probable until such milestones are actually achieved . This generally relates to milestones such as obtaining regulatory approvals and successful completion of clinical trials. With respect to other development milestones, e.g. dosing of a first patient in a clinical trial, achievement could be considered probable prior to its actual occurrence, based on the progress towards commencement of the trial. The Company does not include any amounts subject to uncertainties into the transaction price until it is probable that the amount will not result in a significant reversal of revenue in the future. At the end of each reporting period, the Company re-evaluates the probability of achievement of such milestones and any related constraint, and if necessary, adjusts the estimate of the overall transaction price. Because such agreements generally only have one type of performance obligation, a license, which is generally all transferred at the same time as agreement inception, allocation of the transaction price among multiple performance obligations is not required. Upfront amounts allocated to licenses are recognized as revenue when the licenses are transferred to the partners. Development milestones and other fees are recognized in revenue when their occurrence becomes probable. |
Research and Development | Research and Development Research and development expenses consist of costs incurred in performing research and development activities, including salaries and benefits, materials and supplies, preclinical expenses, stock-based compensation expense, contract services, and other external development expenses. The Company records research and development activities conducted by third-party service providers, which include work related to preclinical studies, clinical trials, and contract manufacturing activities, to research and development expense as incurred. The Company is required to estimate the amount of services provided but not yet invoiced and include these expenses in accrued expenses on the balance sheet and within research and development expenses in the statements of operations and comprehensive loss. These expenses are a significant component of the Company’s |
Share-Based Compensation | Share-Based Compensation The Company recognizes all stock-based payments to employees, including grants of employee stock options in the consolidated statements of operations and comprehensive loss based on their fair values. All the Company’s share-based awards, to employees, non-employees, officers, and directors, are subject only to service-based vesting conditions. The Company estimates the fair value of its stock-based awards using the Black-Scholes option pricing model, which requires the input of assumptions, including (i) the expected stock price volatility, (ii) the calculation of expected term of the award, (iii) the risk-free interest rate and (iv) expected dividends. Options granted during the year have a maximum contractual term of ten years. Forfeitures are recognized and accounted for as they occur. Due to the historical lack of a public market for the trading of the Company’s securities and a lack of company-specific historical and implied volatility data, the Company has based its estimate of expected volatility on the historical volatility of a group of similar companies that are publicly traded. The computation of expected volatility is based on the historical volatility of a representative group of companies with similar characteristics to the Company, including stage of product development and life science industry focus. The Company believes the group selected has sufficient similar economic and industry characteristics and includes companies that are most representative of the Company. The Company has limited to calculate the expected term, as it does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term for options granted to employees, and utilizes the contractual term for options granted to non-employees. The expected term is applied to the stock option grant group as a whole, as the Company does not expect substantially different exercise or post-vesting termination behavior among its employee population. The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of the grant for zero-coupon U.S. treasury notes with maturities approximately equal to the expected term of the stock options. Compensation expense related to awards to employees is calculated on a straight-line basis by recognizing the grant date fair value over the associated service period of the award, which is generally the vesting term. |
Income Taxes | Income Taxes Income taxes have been accounted for using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates applicable to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance against deferred tax assets is recorded if, based upon the weight of all available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position, as well as consideration of the available facts and circumstances. The Company recognizes interest and penalties related to uncertain tax positions, if any exist, in income tax expense. |
Net and Comprehensive Loss per Share Attributable to Common Stockholders | Net and Comprehensive Loss per Share Attributable to Common Stockholders Basic net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares and common share equivalents outstanding for the period. Common stock equivalents are only included when their effect is dilutive. The Company’s potentially dilutive securities, which include convertible preferred stock, outstanding stock options and warrants under the Company’s equity incentive plans have been excluded from the computation of diluted net loss per share as they would be anti-dilutive. Net loss per share is presented as the more dilutive of the treasury stock and as-converted method or the two-class method required for participating securities. The Series A convertible preferred stock is considered a participating security and does not have a contractual obligation to share in Private Aadi’s losses. As such, the two-class method was not required. The following table sets forth the outstanding potentially dilutive securities that have been excluded in the calculation of diluted net loss per share because their inclusion would be anti-dilutive (amounts in thousands): Nine Months Ended September 30, 2021 2020 Options to purchase common stock 1,298 374 Warrants to purchase common stock 37 — Series Seed convertible preferred stock — 734 Series A convertible preferred stock — 7,212 |
Accounting Pronouncements Not Yet Adopted | Accounting Pronouncements Not Yet Adopted In August 2020, the FASB issued ASU 2020-06, “ Debt – Debt with Conversion and Other Options” In April 2021, the FASB issued ASU 2021-04, which included Topic 260 “ Earnings Per Share |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Assets and Liabilities Measured on Recurring Basis | The following Fair Value Measurements as of September 30, 2021 Level 1 Level 2 Level 3 Total Assets: Money market funds (1) $ 152,465 $ — $ — $ 152,465 Liabilities: Convertible promissory notes $ — $ — $ — $ — Fair Value Measurements as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Money market funds (1) $ 3,041 $ — $ — $ 3,041 Liabilities: Convertible promissory notes $ — $ — $ 10,131 $ 10,131 (1) Included in cash and cash equivalents in the accompanying balance sheets. |
Reconciliation of Convertible Notes Measured at Fair Value Significant Unobservable Inputs | The following Convertible Notes (Level 3) Balance as of December 31, 2020 $ 10,131 Issuance of convertible promissory notes — Accrual of interest 584 Change in fair value of convertible promissory notes (1,585 ) Conversion to common stock (9,130 ) Balance September 30, 2021 $ — Convertible Notes (Level 3) Balance as of December 31, 2019 $ 8,165 Issuance of convertible promissory notes 1,000 Accrual of interest 585 Change in fair value of convertible promissory notes — Balance September 30, 2020 $ 9,750 |
Schedule of Potentially Dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share | The following table sets forth the outstanding potentially dilutive securities that have been excluded in the calculation of diluted net loss per share because their inclusion would be anti-dilutive (amounts in thousands): Nine Months Ended September 30, 2021 2020 Options to purchase common stock 1,298 374 Warrants to purchase common stock 37 — Series Seed convertible preferred stock — 734 Series A convertible preferred stock — 7,212 |
Merger (Tables)
Merger (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Schedule of Estimated Fair Value Consideration | The estimated fair value of total consideration given was $110.4 million as detailed below and is based on 3,208,718 shares of common stock, after taking into account the Reverse Stock Split, outstanding immediately prior to the Effective Time. Number of common shares of the combined company to be owned by Aerpio stockholders 3,208,718 Multiplied by the fair value per share of Aerpio common stock on August 26, 2021 $ 33.00 Fair value of Aerpio common stock 105,887,694 Aadi transaction costs 4,500,864 Purchase price $ 110,388,558 |
Summary of Allocation of Purchase Price | The allocation of the purchase price is as follows (amounts in thousands): August 26, 2021 Cash and cash equivalents $ 29,700 Other current assets 2,709 Intangible asset (1) 78,062 Deposits 20 Accounts payable and accrued expenses (103 ) Net assets acquired $ 110,388 |
Intangible Asset (Tables)
Intangible Asset (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Estimated Amortization Expense Related to Finite Lived Intangible Asset | The estimated amortization expense related to this finite lived intangible asset for the five succeeding years is as follows (amounts in thousands): September 30, 2021 Intangible asset $ 3,906 Less amortization (26 ) Intangible asset, net $ 3,880 2021 (remaining) $ 68 2022 273 2023 273 2024 273 2025 273 Amounts thereafter 2,720 $ 3,880 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accrued Liabilities Current [Abstract] | |
Schedule of Accrued Liabilities | Details of accrued liabilities are presented as follows (amounts in thousands): September 30, December 31, 2021 2020 Accrued clinical $ 2,367 $ 2,017 Accrued contract manufacturing 1,793 1,301 Accrued bonus 563 597 Accrued other 1,527 184 Total accrued liabilities $ 6,250 $ 4,099 |
Operating Lease (Tables)
Operating Lease (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Summary of Information Related to Lease | The following table summarizes information related to the Company’s lease (amounts in thousands): September 30, 2021 December 31, 2020 Assets: Operating lease right-of-use assets $ 597 $ 119 Total right-of-use assets $ 597 $ 119 Liabilities: Operating lease liabilities, current $ 90 $ 125 Operating lease liabilities, non-current 523 — Total operating lease liabilities $ 613 $ 125 |
Summary of Future Minimum Lease Payments Required under Operating Lease | The future minimum lease payments required under the operating lease as of September 30, 2021, are summarized below (amounts in thousands): Future Minimum Lease Payments: Fourth quarter 2021 $ 9 2022 178 2023 231 2024 238 2025 40 Total minimum lease payments $ 696 Less: amount representing interest (83 ) Present value of operating lease liabilities $ 613 Less: operating lease liabilities, current (90 ) Operating lease liabilities, non-current $ 523 Remaining lease term (in years) 3.42 Incremental borrowing rate 6.80 % |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Option Activity | The following table summarizes the stock option activity during the nine months ended September 30, 2021: Stock Option Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in Years) Aggregate Intrinsic Value (in thousands) Outstanding, January 1, 2021 390,949 $ 2.00 7.26 $ 505 Granted 727,620 26.58 Assumed through Merger 248,258 29.20 Exercised (61,075 ) 12.20 Expired/cancelled (7,306 ) 36.47 Outstanding, September 30, 2021 1,298,446 $ 20.33 7.63 $ 13,156 Options exercisable, September 30, 2021 493,890 $ 13.79 3.46 $ 9,646 |
Summary of Recognized Compensation Cost Related to Employee and Non-employee Stock-Based Compensation Activity | The Company recognized the following compensation cost related to employee and non-employee stock-based compensation activity for the periods presented (amounts in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Research and development $ 124 $ 23 $ 180 $ 67 General and administrative 524 11 543 33 Total $ 648 $ 34 $ 723 $ 100 |
Stock Options Valuation Assumptions | The calculation was based on the following assumptions. No grants were issued during the three months ended September 30, 2020. Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Expected term (years) 5.27 - 6.08 — 5.08 - 6.25 5.27 - 6.25 Risk-free interest rate 0.84% - 1.15% — 0.84% - 1.15% 0.34% - 0.80% Expected volatility 86.02% - 87.27% — 85.21% - 87.88% 89.57% - 92.52% Expected dividend yield — — — — |
Nature of Organization and Op_2
Nature of Organization and Operations - Additional Information (Detail) $ in Thousands | Aug. 26, 2021USD ($)shares | May 16, 2021 | Sep. 30, 2021USD ($)shares | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Sep. 30, 2021USD ($)shares | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)shares |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Issuance of common stock, Shares | shares | 2,558,218 | ||||||||||
Anniversary effective term period | 20 years | ||||||||||
Aggregate proceeds from issuance of common stock | $ 155,000 | $ 155,000 | |||||||||
Aggregate net proceeds from issuance of common stock | $ 145,400 | $ 145,400 | $ 145,400 | ||||||||
Common stock, shares outstanding | shares | 2,500,000 | 20,883,454 | 20,883,454 | 2,542,358 | |||||||
Accumulated deficit | $ (126,695) | $ (126,695) | $ (32,595) | ||||||||
Net and comprehensive loss | (87,088) | $ (1,536) | $ (5,476) | $ (2,892) | $ (5,282) | $ (3,324) | (94,100) | $ (11,498) | |||
Cash received from Aerpio in merger | 29,700 | ||||||||||
Cash received from Aerpio in merger, net | 27,700 | ||||||||||
Cash received from Aerpio in merger after compensation expenses | 2,000 | ||||||||||
Cash and cash equivalents | $ 161,375 | 161,375 | $ 4,455 | ||||||||
PIPE Investors [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Ownership percentage on common stock | 55.60% | ||||||||||
Aggregate proceeds from issuance of common stock | $ 155,000 | ||||||||||
Former Shareholders of Aadi [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Ownership percentage on common stock | 29.20% | ||||||||||
Former Stockholders/Executives of Aerpio Upon Merger [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Ownership percentage on common stock | 15.20% | ||||||||||
Merger Agreement [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Date of acquisition agreement | May 16, 2021 | ||||||||||
Reverse stock split ratio | 15 | ||||||||||
Exchange ration of shares of common stock | shares | 0.3172 | ||||||||||
Issuance of common stock, Shares | shares | 5,776,660 | ||||||||||
Percentage of cumulative dividend on preferred stock | 4.00% | ||||||||||
Preferred stock value | $ 4,400 | ||||||||||
Merger Agreement [Member] | Private Investment in Public Equity [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Aggregate net proceeds from issuance of common stock | $ 145,400 | ||||||||||
Common stock, shares outstanding | shares | 20,800,000 | ||||||||||
Merger Agreement [Member] | CVR Agreement [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Percentage of proceeds plus reimbursement of expenses | 10.00% | ||||||||||
Merger Agreement [Member] | Subscription Agreements [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Date of acquisition agreement | May 16, 2021 | ||||||||||
Merger Agreement [Member] | Subscription Agreements [Member] | Private Investment in Public Equity [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Issuance of common stock, Shares | shares | 11,852,862 | ||||||||||
Aggregate proceeds from issuance of common stock | $ 155,000 | ||||||||||
Merger Agreement [Member] | Registration Rights Agreements [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Date of acquisition agreement | Aug. 26, 2021 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Aug. 30, 2021 | Oct. 03, 2016 | Jan. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2017 | Dec. 31, 2016 |
Related Party Transaction [Line Items] | ||||||||||
Related party transaction, amount paid | $ 135,000 | $ 0 | ||||||||
Payable to related party | $ 22,000 | $ 14,314,000 | 22,000 | |||||||
Celgene License Agreement [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
License agreement option to extension payment | $ 3,000,000 | |||||||||
Payments related to milestone | 0 | $ 0 | 0 | 0 | ||||||
Payments related to royalties | 0 | $ 0 | 0 | $ 0 | ||||||
Licensed drug manufacturing costs | $ 2,700,000 | $ 1,200,000 | ||||||||
Related party transaction, amount paid | $ 5,800,000 | |||||||||
Related party transaction, percentage of outstanding payment obligation | 50.00% | |||||||||
Payable to related party | $ 5,800,000 | |||||||||
Related party transaction, balloon payment interest rate per annum | 4.00% | |||||||||
Celgene License Agreement [Member] | EOC Pharma (Hong Kong) Limited [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party transaction, amount paid | $ 2,800,000 | $ 2,800,000 | ||||||||
Payable to related party | 2,800,000 | |||||||||
Payment received from license agreement | $ 14,000,000 | |||||||||
Sublicense fees, percentage | 20.00% | |||||||||
License expense, related party | $ 2,800,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) | 9 Months Ended | ||||
Sep. 30, 2021USD ($)Segment$ / sharesshares | Sep. 30, 2020USD ($) | Aug. 26, 2021$ / sharesshares | Aug. 25, 2021shares | Dec. 31, 2020USD ($)$ / sharesshares | |
Summary Of Significant Accounting Policies [Line Items] | |||||
Reverse stock split, description | No fractional shares were issued in connection with the Reverse Stock Split. | ||||
Capital stock held | shares | 8,100,000 | ||||
Common stock, shares outstanding | shares | 20,883,454 | 2,500,000 | 2,542,358 | ||
Common stock, shares authorized | shares | 300,000,000 | 300,000,000 | 20,000,000 | ||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Number of operating segment | Segment | 1 | ||||
Cash and cash equivalents | $ 161,375,000 | $ 4,455,000 | |||
Convertible promissory notes outstanding | 0 | ||||
Fair value, assets, transfers from Level 1 to Level 2 | 0 | $ 0 | |||
Fair value, assets, transfers from Level 2 to Level 1 | 0 | 0 | |||
Fair value, liabilities, transfers from Level 1 to Level 2 | 0 | 0 | |||
Fair value, liabilities, transfers from Level 2 to Level 1 | 0 | 0 | |||
Fair value, assets, transfers into Level 3 | 0 | 0 | |||
Fair value, assets, transfers out of Level 3 | 0 | 0 | |||
Fair value, liabilities, transfers into Level 3 | 0 | 0 | |||
Fair value, liabilities, transfers out of Level 3 | 0 | $ 0 | |||
Accounts receivable | 14,149,000 | ||||
Allowance for doubtful accounts | $ 0 | 0 | |||
Property and equipment estimated useful lives | 5 years | ||||
Estimated useful life of intangible assets | 14 years 3 months 18 days | ||||
Grant [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Accounts receivable | 100,000 | ||||
EOC [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Accounts receivable | 14,000,000 | ||||
Discount Rate | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Estimated discount rate | 25 | ||||
Money Market Investments | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Cash and cash equivalents | $ 152,500,000 | $ 3,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Assets and Liabilities Measured on Recurring Basis (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Aug. 26, 2021 | Dec. 31, 2020 |
Liabilities: | |||
Convertible promissory notes | $ 9,500 | ||
Fair Value, Measurements, Recurring [Member] | |||
Liabilities: | |||
Convertible promissory notes | $ 10,131 | ||
Fair Value, Measurements, Recurring [Member] | Money Market Funds [Member] | |||
Assets: | |||
Money market funds | $ 152,465 | 3,041 | |
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | Money Market Funds [Member] | |||
Assets: | |||
Money market funds | $ 152,465 | 3,041 | |
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | |||
Liabilities: | |||
Convertible promissory notes | $ 10,131 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Reconciliation of Convertible Notes Measured at Fair Value Significant Unobservable Inputs (Detail) - Convertible Notes, Level 3 [Member] - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $ 10,131 | $ 8,165 |
Issuance of convertible promissory notes | 1,000 | |
Accrual of interest | 584 | 585 |
Change in fair value of convertible promissory notes | (1,585) | |
Conversion to common stock | $ (9,130) | |
Ending balance | $ 9,750 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Outstanding Potentially Dilutive Securities Excluded in Calculation of Diluted Net Loss per Share (Detail) - shares shares in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Options to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total amount of anti-dilutive securities excluded from computation of earnings per share | 1,298 | 374 |
Warrants to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total amount of anti-dilutive securities excluded from computation of earnings per share | 37 | |
Series Seed Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total amount of anti-dilutive securities excluded from computation of earnings per share | 734 | |
Series A convertible preferred stock [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total amount of anti-dilutive securities excluded from computation of earnings per share | 7,212 |
Merger - Additional Information
Merger - Additional Information (Details) - Merger Agreement [Member] | Aug. 26, 2021USD ($)shares |
Business Acquisition [Line Items] | |
Estimated fair value consideration | $ | $ 110,388,558 |
Number of common stock issued under purchase consideration | shares | 3,208,718 |
Merger - Schedule of Estimated
Merger - Schedule of Estimated Fair Value Consideration (Detail) - Merger Agreement [Member] | Aug. 26, 2021USD ($)$ / sharesshares |
Business Acquisition [Line Items] | |
Number of common stock issued under purchase consideration | shares | 3,208,718 |
Multiplied by the fair value per share of Aerpio common stock on August 26, 2021 | $ / shares | $ 33 |
Fair value of Aerpio common stock | $ 105,887,694 |
Aadi transaction costs | 4,500,864 |
Estimated fair value consideration | $ 110,388,558 |
Merger - Summary of Allocation
Merger - Summary of Allocation of Purchase Price (Detail) - Merger Agreement [Member] $ in Thousands | Aug. 26, 2021USD ($) |
Business Acquisition [Line Items] | |
Cash and cash equivalents | $ 29,700 |
Other current assets | 2,709 |
Intangible asset | 78,062 |
Deposits | 20 |
Accounts payable and accrued expenses | (103) |
Net assets acquired | $ 110,388 |
Merger - Summary of Allocatio_2
Merger - Summary of Allocation of Purchase Price (Parenthetical) (Detail) | Aug. 26, 2021 |
Merger Agreement [Member] | |
Business Acquisition [Line Items] | |
Percentage of proceeds with balance distributed to shareholders | 10.00% |
Intangible Asset - Additional I
Intangible Asset - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||||
Impairment of acquired contract intangible asset | $ 74,156,000 | $ 74,156,000 | ||
Impairment of intangible assets, estimated fair value | $ 3,900,000 | |||
Percentage of future net cash proceeds will be remitted to CVR Holders | 90.00% | |||
Estimated useful life of intangible assets | 14 years 3 months 18 days | |||
Finite-Lived Intangible Assets, Net | 3,880,000 | $ 0 | $ 3,880,000 | $ 0 |
Amortization expense | $ 26,000 | $ 0 | $ 26,000 | $ 0 |
Intangible Asset - Summary of E
Intangible Asset - Summary of Estimated Amortization Expense Related to Definite Lived Intangible Asset (Detail) - USD ($) | Sep. 30, 2021 | Sep. 30, 2020 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Intangible asset | $ 3,906,000 | |
Less amortization | (26,000) | |
Intangible asset, net | 3,880,000 | $ 0 |
2021 (remaining) | 68,000 | |
2022 | 273,000 | |
2023 | 273,000 | |
2024 | 273,000 | |
2025 | 273,000 | |
Amounts thereafter | $ 2,720,000 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Accrued Liabilities Current [Abstract] | ||
Accrued clinical | $ 2,367 | $ 2,017 |
Accrued contract manufacturing | 1,793 | 1,301 |
Accrued bonus | 563 | 597 |
Accrued other | 1,527 | 184 |
Total accrued liabilities | $ 6,250 | $ 4,099 |
Operating Lease - Additional In
Operating Lease - Additional Information (Detail) - Los Angeles, California [Member] | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Aug. 31, 2021 | Apr. 30, 2019ft² | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | |
Lessee Lease Description [Line Items] | ||||||
Operating lease, agreement term | 28 months | |||||
Area of office space on operating lease | ft² | 2,760 | |||||
Operating lease, commencement date | May 1, 2019 | |||||
Operating lease, rent abatement period | 9 months | 4 months | ||||
Operating lease, expiration date | Feb. 28, 2025 | Aug. 31, 2021 | ||||
Operating lease, lease amendment term | 3 years | 3 years | ||||
Operating lease, extend the term for an additional period | 3 years 6 months | |||||
Operating lease, rent expense | $ | $ 47,000 | $ 46,000 | $ 100,000 | $ 100,000 |
Operating Lease - Summary of In
Operating Lease - Summary of Information Related to Lease (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Assets: | ||
Operating lease right-of-use assets | $ 597 | $ 119 |
Liabilities: | ||
Operating lease liabilities, current portion | 90 | 125 |
Operating lease liabilities, non-current | 523 | |
Total operating lease liabilities | $ 613 | $ 125 |
Operating Lease - Summary of Fu
Operating Lease - Summary of Future Minimum Lease Payments Required under Operating Lease (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Future Minimum Lease Payments: | ||
Fourth quarter 2021 | $ 9 | |
2022 | 178 | |
2023 | 231 | |
2024 | 238 | |
2025 | 40 | |
Total minimum lease payments | 696 | |
Less: amount representing interest | (83) | |
Total operating lease liabilities | 613 | $ 125 |
Less: operating lease liabilities, current | (90) | $ (125) |
Operating lease liabilities, non-current | $ 523 | |
Remaining lease term (in years) | 3 years 5 months 1 day | |
Incremental borrowing rate | 6.80% |
EOC License Agreement - Additio
EOC License Agreement - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jan. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue From Contract With Customer [Abstract] | |||||
Right to terminate the agreement | 120 days | ||||
Upfront payment | $ 14,000 | $ 14,000 | |||
Revenue | $ 14,000 | $ 231 | 120 | $ 431 | |
Amount of certain development, regulatory, and sales milestones payments eligible to receive under license agreement. | $ 257,000 |
Convertible Notes - Additional
Convertible Notes - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Aug. 26, 2021 | Jan. 31, 2020 | Oct. 31, 2019 | Sep. 30, 2021 | May 31, 2021 |
Debt Disclosure [Abstract] | |||||
Proceeds from issuance of convertible notes | $ 1 | $ 8.1 | |||
Convertible notes interest rate for fourth month date of loan agreement | 6.00% | 6.00% | 80.00% | ||
Convertible notes interest rate for fifth and sixth month date of loan agreement | 8.00% | 8.00% | |||
Convertible notes interest rate for remaining sixth months term until maturity at twelve months | 10.00% | 10.00% | |||
Proceeds from issuance of preferred stock | $ 25 | ||||
Convertible notes interest Rate in five or six months | 75.00% | ||||
Convertible notes interest rate later than six months | 70.00% | ||||
Outstanding principal percentage to be prepaid within four months | 120.00% | ||||
Outstanding principal percentage to be prepaid within fifth and sixth months | 130.00% | ||||
Outstanding principal percentage to be prepaid after sixth month but prior to maturity | 140.00% | ||||
Term extension | Private Aadi entered into an amendment to the October 2019 and January 2020 Convertible Notes, whereby the term was extended from one year to two years | ||||
Conversion into common stock, fixed conversion price per share | $ 4.80 | ||||
Conversion notes converted into common stock | 698,018 | ||||
Convertible promissory notes | $ 9.5 | ||||
Gain on conversion | $ 0.4 |
Payroll Protection Program Lo_2
Payroll Protection Program Loan - Additional Information (Detail) - Small Business Administration (SBA), CARES Act, Payroll Protection Program (PPP) Loan [Member] - USD ($) | Apr. 29, 2021 | May 31, 2020 | Sep. 30, 2021 |
Payroll Protection Program Loan [Line Items] | |||
Proceeds from approved loan | $ 200,000 | ||
Period after which debt instrument forgiven | 168 days | ||
Period for unforgiven debt payable | 2 years | ||
Debt instrument, interest rate for unforgiven debt | 1.00% | ||
Period for deferral payments of unforgiven debt | 10 months | ||
Minimum amount of debt, subject to review by government agency | $ 2,000,000 | ||
Accrued liability associated with risk of adverse review | $ 0 | ||
Principal Forgiveness [Member] | |||
Payroll Protection Program Loan [Line Items] | |||
Gain on debt forgiveness | $ 200,000 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Aug. 26, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2017 | Mar. 31, 2017 | Feb. 28, 2017 | Feb. 23, 2017 | Dec. 31, 2015 |
Class Of Stock [Line Items] | |||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||||
Preferred stock, shares outstanding | 0 | 0 | |||||||
Common stock, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | 20,000,000 | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common stock, shares outstanding | 2,500,000 | 20,883,454 | 20,883,454 | 2,542,358 | |||||
Issuance of common stock, Shares | 2,558,218 | ||||||||
Issuance of common stock to PIPE Investors | $ 155,000 | $ 155,000 | |||||||
Aggregate net proceeds from issuance of common stock | $ 145,400 | $ 145,400 | 145,400 | ||||||
Dividends common stock declared or paid | $ 0 | ||||||||
Merger Agreement [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Issuance of common stock, Shares | 5,776,660 | ||||||||
Private Investment in Public Equity [Member] | Merger Agreement [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock, shares outstanding | 20,800,000 | ||||||||
Aggregate net proceeds from issuance of common stock | $ 145,400 | ||||||||
Private Investment in Public Equity [Member] | Merger Agreement [Member] | Subscription Agreements [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Issuance of common stock, Shares | 11,852,862 | ||||||||
Issuance of common stock to PIPE Investors | $ 155,000 | ||||||||
Series Seed Preferred Stock [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Preferred stock, shares authorized | 0 | 0 | 734,218 | ||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock, shares outstanding | 0 | 0 | 734,218 | ||||||
Number of shares converted | 734,218 | ||||||||
Preferred stock, shares issued | 0 | 0 | 734,218 | ||||||
Series A Preferred Stock [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Preferred stock, shares authorized | 0 | 0 | 7,211,948 | ||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock, shares outstanding | 0 | 0 | 7,211,948 | ||||||
Number of shares converted | 881,286 | 482,426 | |||||||
Preferred stock, shares issued | 0 | 0 | 7,211,948 | ||||||
Preferred stock, issued price | $ 3.42 | ||||||||
Convertible preferred stock, shares issued upon conversion percentage | 85.00% | ||||||||
Series A Preferred Stock [Member] | Private Investment in Public Equity [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Preferred stock, shares issued | 5,847,940 | 5,847,940 | |||||||
Preferred stock, issued price | $ 3.42 | $ 3.42 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Aug. 26, 2021 | Feb. 28, 2017 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Oct. 14, 2019 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock options or similar awards granted, assumed through merger | 248,258 | |||||||
Shares outstanding | 1,298,446 | 1,298,446 | 390,949 | |||||
Aggregate Intrinsic Value, Outstanding | $ 13,156 | $ 13,156 | $ 505 | |||||
Shares, Granted | 669,731 | 0 | 727,620 | 53,131 | ||||
Expense related to the acceleration of vesting associated with individual awards | $ 300 | $ 300 | ||||||
Weighted-average fair value of options granted | $ 19.24 | $ 2.57 | ||||||
Warrants outstanding | 36,666 | 0 | 36,666 | 0 | ||||
Number of warrants issued to purchase common stock | 40,000 | |||||||
Warrants exercise price per share | $ 7.29 | |||||||
Warrants expiration date | Oct. 24, 2024 | |||||||
Number of warrants exercised | 3,334 | |||||||
Private Aadi Plan [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Common stock shares available for issuance | 0 | 0 | ||||||
Vesting period | 4 years | |||||||
Shares outstanding | 432,978 | 432,978 | ||||||
Private Aadi Plan [Member] | Maximum [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Term of options granted | 10 years | |||||||
2011 Plan and 2017 Plan [Member] | Maximum [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock options or similar awards granted, assumed through merger | 0 | |||||||
2021 Equity Incentive Plan [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Common stock shares available for issuance | 2,070,784 | 1,845,971 | 1,845,971 | |||||
Percentage applied to the outstanding shares as annual increase in number of shares authorized for issuance | 4.00% | |||||||
Shares outstanding | 669,731 | 669,731 | ||||||
Aggregate Intrinsic Value, Outstanding | $ 13,200 | $ 13,200 | ||||||
Unrecognized compensation cost related to stock options | $ 13,900 | $ 13,900 | ||||||
Weighted average period expected to be recognized | 3 years 1 month 24 days | |||||||
2021 Equity Incentive Plan [Member] | Maximum [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock options or similar awards granted, assumed through merger | 764,154 | |||||||
Aerpio 2011 Equity Incentive Plan [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Shares outstanding | 0 | 0 | ||||||
Aerpio 2017 Stock Option and Incentive Plan [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Shares outstanding | 195,737 | 195,737 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||||
Shares, Outstanding at beginning balance | 390,949 | ||||
Shares, Granted | 669,731 | 0 | 727,620 | 53,131 | |
Shares, Assumed through Merger | 248,258 | ||||
Shares, Exercised | (61,075) | ||||
Shares, Expired/cancelled | (7,306) | ||||
Shares, Outstanding at ending balance | 1,298,446 | 1,298,446 | 390,949 | ||
Shares, Options exercisable | 493,890 | 493,890 | |||
Weighted Average Exercise Price, Outstanding at beginning balance | $ 2 | ||||
Weighted Average Exercise Price, Granted | 26.58 | ||||
Weighted Average Exercise Price, Assumed through Merger | 29.20 | ||||
Weighted Average Exercise Price, Exercised | 12.20 | ||||
Weighted Average Exercise Price, Expired/cancelled | 36.47 | ||||
Weighted Average Exercise Price, Outstanding at ending balance | $ 20.33 | 20.33 | $ 2 | ||
Weighted Average Exercise Price, Options exercisable | $ 13.79 | $ 13.79 | |||
Weighted Average Remaining Contractual Term, Outstanding | 7 years 7 months 17 days | 7 years 3 months 3 days | |||
Weighted Average Remaining Contractual Term, Options exercisable | 3 years 5 months 15 days | ||||
Aggregate Intrinsic Value, Outstanding | $ 13,156 | $ 13,156 | $ 505 | ||
Aggregate Intrinsic Value, Options exercisable | $ 9,646 | $ 9,646 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Recognized Compensation Cost Related to Employee and Non-employee Stock-Based Compensation Activity (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | $ 648 | $ 34 | $ 723 | $ 100 |
Research and development [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | 124 | 23 | 180 | 67 |
General and administrative [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | $ 524 | $ 11 | $ 543 | $ 33 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Options Valuation Assumptions (Detail) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Risk-free interest rate, Minimum | 0.84% | 0.84% | 0.34% |
Risk-free interest rate, Maximum | 1.15% | 1.15% | 0.80% |
Expected volatility, Minimum | 86.02% | 85.21% | 89.57% |
Expected volatility, Maximum | 87.27% | 87.88% | 92.52% |
Minimum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (years) | 5 years 3 months 7 days | 5 years 29 days | 5 years 3 months 7 days |
Maximum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (years) | 6 years 29 days | 6 years 3 months | 6 years 3 months |
Employee Stock Purchase Plan -
Employee Stock Purchase Plan - Additional Information (Detail) - shares | Aug. 17, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares outstanding | 1,298,446 | 390,949 | |
Employee Stock Purchase Plan [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares outstanding | 0 | ||
Employee Stock Purchase Plan [Member] | Common Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock shares available for issuance | 310,617 | ||
Maximum number of shares provided for issuance | 310,617 | ||
Percentage of annual increase in number of shares reserved for issuance | 1.00% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Current income tax expense or benefit | $ 0 | $ 0 | $ 0 | $ 0 |
Deferred income tax expense or benefit | $ 0 | $ 0 | $ 0 | $ 0 |