Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 03, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity File Number | 001-37695 | |
Entity Registrant Name | YUMANITY THERAPEUTICS, INC. | |
Entity Central Index Key | 0001445283 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | YMTX | |
Security Exchange Name | NASDAQ | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-8436652 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Address, Address Line One | 40 Guest Street | |
Entity Address, Address Line Two | Suite 4410 | |
Entity Address, City or Town | Boston | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02135 | |
City Area Code | 617 | |
Local Phone Number | 409-5300 | |
Entity Common Stock, Shares Outstanding | 10,308,350 |
Condensed Consolidated Balance
Condensed Consolidated Balance sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 43,532 | $ 80,819 |
Marketable securities | 2,899 | 4,498 |
Prepaid expenses and other current assets | 1,725 | 2,264 |
Total current assets | 48,156 | 87,581 |
Property and equipment, net | 487 | 874 |
Operating lease right-of-use assets | 19,864 | 23,678 |
Deposits | 386 | 386 |
Restricted cash | 928 | 2,066 |
Assets held-for-sale | 250 | |
Total assets | 69,821 | 114,835 |
Current liabilities: | ||
Accounts payable | 976 | 7,384 |
Accrued expenses and other current liabilities | 5,412 | 7,851 |
Current portion of long-term debt | 5,678 | 2,891 |
Operating lease liabilities | 4,909 | 4,468 |
Current portion of finance lease obligation | 65 | 166 |
Deferred revenue | 823 | 8,104 |
Total current liabilities | 17,863 | 30,864 |
Long-term debt, net of discount and current portion | 8,742 | 13,237 |
Operating lease liabilities, net of current portion | 10,738 | 14,479 |
Finance lease obligation, net of current portion | 9 | 48 |
Total liabilities | 37,352 | 58,628 |
Commitments and contingencies (Note 10) | ||
Stockholders' equity/(deficit): | ||
Common stock, $0.001 par value; 125,000,000 shares authorized; 10,308,350 and 10,193,831 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | 10 | 10 |
Additional paid-in capital | 209,361 | 204,007 |
Accumulated deficit | (176,902) | (147,810) |
Total stockholders' equity | 32,469 | 56,207 |
Total liabilities and stockholders' equity | $ 69,821 | $ 114,835 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 125,000,000 | 125,000,000 |
Common stock, shares issued | 10,308,350 | 10,193,831 |
Common stock, shares outstanding | 10,308,350 | 10,193,831 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Collaboration revenue | $ 1,635 | $ 3,308 | $ 7,282 | $ 3,308 |
Operating expenses: | ||||
Research and development | 6,624 | 5,489 | 20,729 | 14,457 |
General and administrative | 4,513 | 3,725 | 15,277 | 8,356 |
Total operating expenses | 11,137 | 9,214 | 36,006 | 22,813 |
Loss from operations | (9,502) | (5,906) | (28,724) | (19,505) |
Other income (expense): | ||||
Change in fair value of preferred unit warrant liability | 0 | (46) | 0 | (72) |
Interest Expense | (454) | (501) | (1,407) | (1,410) |
Interest income and other income (expense), net | 0 | (24) | (95) | 21 |
Gain on debt extinguishment | 0 | 1,134 | 0 | |
Total other income (expense), net | (454) | (479) | (368) | (1,317) |
Net loss | (9,956) | (6,385) | (29,092) | (20,822) |
Gain on extinguishment of Class B preferred units | 0 | 0 | 6,697 | |
Net loss applicable to common shareholders | $ (9,956) | $ (6,385) | $ (29,092) | $ (14,125) |
Net loss per share/unit, basic and diluted | $ (0.97) | $ (2.96) | $ (2.84) | $ (6.55) |
Weighted Average Number of Shares Outstanding, Basic and Diluted | 10,304,775 | 2,159,403 | 10,239,502 | 2,155,276 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (9,956) | $ (6,385) | $ (29,092) | $ (20,822) |
Other comprehensive loss: | ||||
Unrealized gains on marketable securities, net of tax of $0 | 0 | 0 | 0 | 0 |
Comprehensive loss | $ (9,956) | $ (6,385) | $ (29,092) | $ (20,822) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Unrealized gain on marketable securities, net of tax | $ 0 | $ 0 | $ 0 | $ 0 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Preferred Units and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Preferred Units [Member] | Common Units [Member] | Defaulting Class B Preferred Units [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2019 | $ (91,900) | $ 89,699 | $ 5,120 | $ (97,020) | |||
Beginning balance, shares at Dec. 31, 2019 | 12,391,101 | 2,163,099 | |||||
Stock/equity-based compensation expense | 570 | $ 570 | |||||
Net loss | (7,465) | (7,465) | |||||
Ending balance at Mar. 31, 2020 | (98,795) | $ 89,699 | $ 5,690 | (104,485) | |||
Ending balance, shares at Mar. 31, 2020 | 12,391,101 | 2,163,099 | |||||
Beginning balance at Dec. 31, 2019 | (91,900) | $ 89,699 | $ 5,120 | (97,020) | |||
Beginning balance, shares at Dec. 31, 2019 | 12,391,101 | 2,163,099 | |||||
Net loss | (20,822) | ||||||
Ending balance at Sep. 30, 2020 | (103,971) | $ 103,949 | $ 6,886 | $ 288 | (111,145) | ||
Ending balance, shares at Sep. 30, 2020 | 16,959,370 | 2,162,309 | 836,319 | ||||
Beginning balance at Mar. 31, 2020 | (98,795) | $ 89,699 | $ 5,690 | (104,485) | |||
Beginning balance, shares at Mar. 31, 2020 | 12,391,101 | 2,163,099 | |||||
Forfeiture of unvested incentive units, shares | (351) | ||||||
Stock/equity-based compensation expense | 502 | $ 502 | |||||
Gain on extinguishment of Class B preferred units | 6,697 | $ (6,697) | 6,697 | ||||
Exchange of Class B preferred units for Defaulting Class B preferred units | 288 | $ (288) | $ 288 | ||||
Issuance of Class C preferred units, net of issuance costs of $388(Share) | 5,404,588 | ||||||
Issuance of Class C preferred units, net of issuance costs of $388 | $ 21,235 | ||||||
Net loss | (6,972) | (6,972) | |||||
Ending balance at Jun. 30, 2020 | (98,280) | $ 103,949 | $ 6,192 | $ 288 | (104,760) | ||
Ending balance, shares at Jun. 30, 2020 | 16,959,370 | 2,162,748 | 836,319 | ||||
Exchange of Class B preferred units for Defaulting Class B preferred units(Share) | (836,319) | 836,319 | |||||
Forfeiture of unvested incentive units, shares | (439) | ||||||
Stock/equity-based compensation expense | 694 | $ 694 | |||||
Net loss | (6,385) | (6,385) | |||||
Ending balance at Sep. 30, 2020 | (103,971) | $ 103,949 | $ 6,886 | $ 288 | (111,145) | ||
Ending balance, shares at Sep. 30, 2020 | 16,959,370 | 2,162,309 | 836,319 | ||||
Beginning balance at Dec. 31, 2020 | 56,207 | $ 10 | $ 204,007 | (147,810) | |||
Beginning balance, shares at Dec. 31, 2020 | 10,193,831 | ||||||
Stock/equity-based compensation expense | 1,407 | 1,407 | |||||
Net loss | (8,682) | (8,682) | |||||
Ending balance at Mar. 31, 2021 | 48,932 | $ 10 | 205,414 | (156,492) | |||
Ending balance, shares at Mar. 31, 2021 | 10,193,831 | ||||||
Beginning balance at Dec. 31, 2020 | $ 56,207 | $ 10 | 204,007 | (147,810) | |||
Beginning balance, shares at Dec. 31, 2020 | 10,193,831 | ||||||
Exercises of common stock options (Share) | 9,241 | ||||||
Net loss | $ (29,092) | ||||||
Ending balance at Sep. 30, 2021 | 32,469 | $ 10 | 209,361 | (176,902) | |||
Ending balance, shares at Sep. 30, 2021 | 10,308,350 | ||||||
Beginning balance at Mar. 31, 2021 | 48,932 | $ 10 | 205,414 | (156,492) | |||
Beginning balance, shares at Mar. 31, 2021 | 10,193,831 | ||||||
Exercises of common stock options | 57 | 57 | |||||
Exercises of common stock options (Share) | 6,083 | ||||||
Stock/equity-based compensation expense | 1,259 | 1,259 | |||||
Issuance of common stock from at the market offering, net of issuance costs | 1,313 | 1,313 | |||||
Issuance of common stock from at the market offering, net of issuance costs(Share) | 82,132 | ||||||
Net loss | (10,454) | (10,454) | |||||
Ending balance at Jun. 30, 2021 | 41,107 | $ 10 | 208,043 | (166,946) | |||
Ending balance, shares at Jun. 30, 2021 | 10,282,046 | ||||||
Exercises of common stock options | 26 | 26 | |||||
Exercises of common stock options (Share) | 3,158 | ||||||
Vesting of restricted stock units (in shares) | 23,146 | ||||||
Stock/equity-based compensation expense | 1,292 | 1,292 | |||||
Net loss | (9,956) | (9,956) | |||||
Ending balance at Sep. 30, 2021 | $ 32,469 | $ 10 | $ 209,361 | $ (176,902) | |||
Ending balance, shares at Sep. 30, 2021 | 10,308,350 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (29,092) | $ (20,822) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Net amortization of premiums (accretion of discounts) on marketable securities | (9) | (3) |
Depreciation and amortization expense | 513 | 577 |
Non-cash lease expense | 3,814 | 1,692 |
Stock/equity-based compensation expense | 3,958 | 1,766 |
Other non-cash expense | 55 | 0 |
Non-cash interest expense | 412 | 387 |
Gain on debt extinguishment | (1,134) | 0 |
Change in fair value of preferred unit warrant liability | 0 | (72) |
Loss (gain) on sale of property and equipment | 63 | (2) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 668 | (1,365) |
Deposits | 0 | (339) |
Operating lease liabilities | (3,300) | (858) |
Accounts payable | (6,417) | 286 |
Accrued expenses and other current liabilities | (2,428) | 683 |
Deferred revenue | (7,281) | 11,693 |
Net cash used in operating activities | (40,178) | (6,377) |
Cash flows from investing activities: | ||
Purchases of marketable securities | (11,267) | (3,597) |
Proceeds from sales and maturities of marketable securities | 12,875 | 1,350 |
Purchases of property and equipment | (114) | (173) |
Proceeds from sale of property and equipment | 0 | 13 |
Net cash provided by (used in) investing activities | 1,494 | (2,407) |
Cash flows from financing activities: | ||
Proceeds from issuance of Class C preferred units, net of offering costs paid | 0 | 21,235 |
Proceeds from Paycheck Protection Program loan | 0 | 1,123 |
Proceeds from at the market offering, net of issuance costs | 1,313 | 0 |
Proceeds from exercise of stock options | 83 | 0 |
Payments of principal portion of long-term debt | (894) | 0 |
Payments of debt issuance costs related to long-term debt | (103) | (72) |
Payments of finance lease obligations | (140) | (264) |
Net cash provided by financing activities | 259 | 22,022 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (38,425) | 13,238 |
Cash, cash equivalents and restricted cash at beginning of period | 82,885 | 14,246 |
Cash, cash equivalents and restricted cash at end of period | 44,460 | 27,484 |
Supplemental cash flow information: | ||
Cash paid for interest | 326 | 952 |
Supplemental disclosure of noncash investing and financing activities: | ||
Additions to property and equipment included in accounts payable and accrued expenses | 9 | 0 |
Additions to property and equipment under finance lease | 0 | 7 |
Deferred financing costs included in accounts payable | 0 | 1,412 |
Operating lease liabilities arising from obtaining right-of-use assets | $ 0 | $ 10,219 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business and Basis of Presentation | 1. Nature of Business and Basis of Presentation Yumanity Therapeutics, Inc. (together with its wholly owned subsidiaries, the “Company” or “Yumanity”) is a clinical stage biopharmaceutical company engaged in the research and development of treatments for neurodegenerative diseases caused by protein misfolding. The Company is subject to risks similar to those of other early clinical stage companies in the biopharmaceutical industry, including dependence on key individuals, the need to develop commercially viable products, competition from other companies, many of whom are larger and better capitalized, the impact of the ongoing COVID-19 pandemic and the need to obtain adequate additional financing to fund the development of its product candidates. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be maintained, that any product candidates developed will obtain required regulatory approval or that any approved products will be commercially viable. Even if the Company’s development efforts are successful, it is uncertain when, if ever, the Company will generate significant revenue from the sale of its products. Merger with Proteostasis Therapeutics, Inc. On December 22, 2020, Proteostasis Therapeutics, Inc. (“Proteostasis” or “PTI”) completed its previously announced merger transaction with Yumanity, Inc. (formerly Yumanity Therapeutics, Inc.) in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated as of August 22, 2020, as amended on November 6, 2020 (the “Merger Agreement”), by and among Pangolin Merger Sub, Inc., a wholly-owned subsidiary of Proteostasis (“Merger Sub”), Yumanity Holdings, LLC (“Holdings”) and Yumanity, Inc., pursuant to which Merger Sub merged with and into Yumanity, Inc., with Yumanity, Inc. surviving as a wholly owned subsidiary of Proteostasis (the “Merger”). Immediately prior to the effective time of the Merger, Holdings merged with and into Yumanity, Inc. and Yumanity, Inc. continued to exist as the surviving corporation. On December 22, 2020, in connection with, and prior to the completion of, the Merger, Proteostasis effected a 1-for-20 reverse stock split of its common stock (the “Reverse Stock Split”) . Immediately following the Merger, Proteostasis changed its name to “Yumanity Therapeutics, Inc.” At the effective time of the Merger (the “Effective Time”), each share of Yumanity Inc.’s common stock, par value $ 0.01 (the “Yumanity Common Stock”), outstanding immediately prior to the Effective Time was converted into the right to receive shares of PTI based on an exchange ratio set forth in the Merger Agreement. At the Effective Time following the Reverse Stock Split, the exchange ratio was determined to be 0.2108 shares of PTI Common Stock for each share of Yumanity Common Stock (the “Exchange Ratio”). At the closing of the Merger on December 22, 2020, PTI issued an aggregate of 6,024,433 shares of its common stock to Yumanity, based on the Exchange Ratio. In addition, all options and warrants exercisable for shares of common stock of Yumanity, Inc. became options and warrants exercisable for shares of common stock of PTI equal to the Exchange Ratio multiplied by the number of shares of Yumanity Inc.’s common stock previously represented by such stock options and warrants, as applicable, with a proportionate adjustment in exercise price. No fractional shares were issued in connection with the Exchange Ratio. The transaction was accounted for as a reverse merger and as an asset acquisition in accordance with GAAP. Under this method of accounting, Yumanity was deemed to be the accounting acquirer for financial reporting purposes. This determination was primarily based on the fact that, immediately following the Merger: (i) Yumanity’s equity holders owned a majority of the voting rights in the combined organization, (ii) Yumanity designated a majority of the members (7 of 9) of the initial board of directors of the combined organization and (iii) Yumanity’s senior management hold all key positions in the senior management of the combined organization. Accordingly, for accounting purposes, (i) the Merger was treated as the equivalent of the Yumanity issuing stock to acquire the net assets of PTI, (ii) the net assets of PTI were allocated a portion of the transaction price and recorded based upon their relative fair values in the financial statements at the time of closing, (iii) the reported historical operating results of the combined organization prior to the Merger will be those of Yumanity and (iv) for periods prior to the transaction, shareholders’ equity of the combined organization is presented based on the historical equity structure of Yumanity. As a result, as of the closing date of the Merger, the net assets of PTI were recorded at their acquisition-date fair values in the financial statements of Yumanity and the reported operating results prior to the Merger will be those of Yumanity. As used herein, the words “the Company” refer to, for periods following the Merger, Yumanity Therapeutics, Inc., together with its wholly owned subsidiaries, and for periods prior to the Merger, Holdings, and its wholly owned subsidiary, as applicable. The Yumanity Reorganization On December 22, 2020, immediately prior to the closing of the Merger, pursuant to the terms of the Merger Agreement, the Company completed the Yumanity Reorganization whereby Holdings, the sole stockholder and holding company parent of Yumanity, Inc., merged with and into Yumanity, Inc., with Yumanity, Inc. as the surviving corporation. In connection with the Yumanity Reorganization, each outstanding common unit of Holdings was exchanged for shares of common stock of Yumanity, Inc. based upon a ratio associated with the terms of each common unit, each outstanding preferred unit of Holdings was converted into shares of common stock of Yumanity, Inc. based upon the ratio associated with each individual series of preferred units, each outstanding option to purchase shares of common units of Holdings was converted into an outstanding option to purchase shares of common stock of Yumanity, Inc. on a 1-for-1 basis, with a corresponding adjustment to the exercise price, and each outstanding warrant to purchase preferred units or common units of Holdings was converted into a warrant to purchase shares of common stock of Yumanity, Inc. based upon the ratio associated with each individual series of preferred units or on a 1-for-1 basis, respectively, with a corresponding adjustment to the exercise price, as applicable. Basis of presentation The Company’s condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). 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 Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Unless otherwise noted, all references to common stock/unit share and per share amounts have also been adjusted to reflect the Exchange Ratio. Going concern The Company has evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the original issuance date of the condensed consolidated financial statements. Since its inception, the Company has funded its operations primarily with equity and debt including proceeds from the Merger. The Company has incurred recurring losses and negative cash flows from operations since inception, including net losses of $ 10.0 million and $ 29.1 million for the three and nine months ended September 30, 2021. In addition, as of September 30, 2021, the Company had an accumulated deficit of $ 176.9 million. The Company expects to continue to generate operating losses for the foreseeable future. As of November 15, 2021, the date of issuance of these unaudited condensed consolidated financial statements, the Company expects that its cash, cash equivalents and marketable securities as of September 30, 2021, will be sufficient to fund its operating expenses, capital expenditure requirements and debt service payments into the third quarter of 2022 . The Company plans to address this condition by raising additional capital to finance its operations. The future viability of the Company is dependent on its ability to raise additional capital to finance its operations. Although the Company has been successful in raising capital in the past, there is no assurance that it will be successful in obtaining such additional financing on terms acceptable to the Company, if at all. Based on its recurring losses from operations incurred since inception, expectation of continuing losses for the foreseeable future and need to raise additional capital to finance its future operations, the Company has concluded that there is substantial doubt about its ability to continue as a going concern for a period of one year from the date that these financial statements are issued. If the Company is unable to obtain additional funding, the Company will be forced to delay, reduce or eliminate some or all of its research and development programs, product portfolio expansion or commercialization efforts, which could adversely affect its business prospects, or the Company may be unable to continue operations. The accompanying financial statements do not include any adjustments that might result from this uncertainty. Impact of the COVID-19 pandemic The COVID-19 pandemic, which began in December 2019 and has spread worldwide, has caused many governments to implement measures to slow the spread of the outbreak. The outbreak and government measures taken in response have had a significant impact, both direct and indirect, on businesses and commerce, as worker shortages have occurred, supply chains have been disrupted, and facilities and production have been suspended. The future progression of the pandemic and its effects on the Company’s business and operations are uncertain. The COVID-19 pandemic is ongoing and may affect the Company’s ability to initiate and complete preclinical studies, delay its clinical trial or future clinical trials, disrupt regulatory activities, or have other adverse effects on its business and operations. The pandemic has already caused significant disruptions in the financial markets, and may continue to cause such disruptions, which could impact the Company’s ability to raise additional funds to support its operations. Moreover, the pandemic has significantly impacted economies worldwide and could result in adverse effects on the Company’s business and operations. Clinical trial sites in many countries, including those in which the Company operates, have incurred delays due to COVID-19. Certain of the sites in the YTX-7739 Phase 1b clinical trial incurred delays due to COVID-19 that resulted in a delay in the results from that study. There continues to be a risk of additional delays to the Company’s clinical programs. To date, the Company has not incurred impairment losses in the carrying values of its assets as a result of the pandemic and it is not aware of any specific related event or circumstance that would require it to revise its estimates reflected in these condensed consolidated financial statements. The extent to which the COVID-19 pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition, including current and future clinical trials and research and development costs, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19, the actions taken to contain or treat it, and the duration and intensity of the related effects. At-the-Market Offering Program In April 2021, we entered into a sales agreement with Jefferies LLC (“Jefferies”) with respect to an at-the-market (“ATM”) offering program under which we may issue and sell, from time-to-time at our sole discretion, shares of our common stock, in an aggregate offering amount of up to $ 60.0 million. Jefferies acts as our sales agent and will use commercially reasonable efforts to sell shares of common stock from time-to-time, based upon instruction us. We will pay Jefferies up to 3 % of the gross proceeds from any common stock sold through the sales agreement. We sold 82,132 shares of its common stock under the ATM program during the nine months ended September 30, 2021 for gross proceeds of $ 1.3 million. As of September 30, 2021, approximately $ 58.7 million of common stock remained available for future issuance under the ATM program. Private Placement On December 14, 2020, we entered into a subscription agreement with certain accredited investors for the sale by us in a private placement of 1,460,861 shares of our common stock for a price of $ 23.00 per share. We refer to this sale herein as the Private Placement. The Private Placement closed on December 22, 2020 . The aggregate gross proceeds for the issuance and sale of the common stock were $ 33.6 million and, after deducting certain of our expenses, the net proceeds we received in the Private Placement were $ 31.6 million. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Unaudited Interim Financial Information The condensed balance sheet as of December 31, 2020 was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). The accompanying condensed financial statements, as of September 30, 2021 and for the three and nine months ended September 30, 2021, are unaudited and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The Company believes that the disclosures are adequate to make the information presented not misleading. These unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 31, 2021. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of the Company’s condensed consolidated financial position as of September 30, 2021 and condensed consolidated results of operations and cash flows for the three and nine months ended September 30, 2021 and 2020 have been made. The results of operations for the three and nine months ended September 30, 2021 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2021. Summary of Significant Accounting Policies The Company’s significant accounting policies, which are disclosed in the audited financial statements for the year ended December 31, 2020 and the notes thereto, are included in the Company’s Annual Report on Form 10-K that was filed with the SEC on March 31, 2021. There were no changes to significant accounting policies during the three and nine months ended September 30, 2021 . Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, revenue recognition, the accrual of research and development expenses, the valuation of common units prior to the Merger and the valuation of stock/unit-based awards. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates as there are changes in circumstances, facts, and experience. Actual results may differ from those estimates or assumptions. Restricted cash Amounts included in restricted cash represent amounts pledged as collateral for Company credit cards as part of the terms of the “New Loan” and for its office and laboratory space lease. These amounts are classified as restricted cash (non-current) in the Company’s condensed consolidated balance sheet. In December 2020, in connection with the Merger, the Company acquired Proteostasis’ restricted cash pledged as collateral for its office and laboratory space lease and amended its loan and security agreement to establish an escrow account in the amount of its Paycheck Protection Program loan. These amounts are classified as restricted cash (non-current) in the Company’s condensed consolidated balance sheet as of September 30, 2021. As of September 30, 2021 and 2020, the cash and restricted cash of $ 44.5 million and $ 27.5 million, respectively, presented in the condensed consolidated statements of cash flows included cash and cash equivalents of $ 43.5 million and $ 27.4 million, respectively, and restricted cash of $ 1.0 million and $ 0.1 million, respectively. Fair value measurements Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The Company’s cash equivalents and marketable securities are carried at fair value, determined according to the fair value hierarchy described above (see Note 3). The carrying values of the Company’s accounts payable and accrued expenses approximate their fair values due to the short-term nature of these liabilities. The carrying value of the Company’s long-term debt under its loan and security agreement approximates its fair value due to its variable interest rate. Recently issued accounting pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes—Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. ASU 2019-12 is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Company adopted this standard as of January 1, 2021, and depending on the amendment, adoption was applied on a retrospective, modified retrospective, or prospective basis. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures. |
Fair Value Measurements and Mar
Fair Value Measurements and Marketable Securities | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Marketable Securities | 3. Fair Value Measurements and Marketable Securities The following tables present the Company’s fair value hierarchy for its assets and liabilities, which are measured at fair value on a recurring basis (in thousands): Fair Value Measurements at September 30, 2021 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 41,886 $ — $ 41,886 Marketable securities: Commercial paper 2,899 — 2,899 $ 41,886 $ 2,899 $ — $ 44,785 Fair Value Measurements at December 31, 2020 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 77,129 $ — $ — $ 77,129 Commercial paper — 1,800 — 1,800 Marketable securities: Commercial paper — 4,498 — 4,498 $ 77,129 $ 6,298 $ — $ 83,427 Marketable securities were valued by the Company using quoted prices in active markets for similar securities, which represent a Level 2 measurement within the fair value hierarchy. Marketable securities by security type consisted of the following (in thousands): September 30, 2021 Amortized Gross Gross Fair Commercial paper $ 2,899 $ — $ — $ 2,899 $ 2,899 $ — $ — $ 2,899 December 31, 2020 Amortized Gross Gross Fair Commercial paper $ 4,498 $ — $ — $ 4,498 $ 4,498 $ — $ — $ 4,498 The Company’s marketable securities are due within one year . |
Collaboration Agreement
Collaboration Agreement | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Collaboration Agreement | 4. Collaboration Agreement In June 2020, the Company entered into an exclusive license and research collaboration agreement (the “Collaboration Agreement”) with Merck Sharp & Dohme Corp. (“Merck”) to support the research, development and commercialization of products for the treatment of amyotrophic lateral sclerosis (ALS) and frontotemporal lobar dementia (FTLD). Pursuant to the Collaboration Agreement, the Company granted Merck an exclusive, worldwide license with the right to grant and authorize sublicenses, under certain intellectual property rights related to two certain undisclosed targets in connection with the Company’s ALS and FTLD programs to make, have made, use, import, offer to sell and sell compounds and products covered by such intellectual property rights. In the event that the exploitation of such compound or product would infringe during the term of the Merck Collaboration Agreement a claim of an issued patent controlled by Yumanity, Yumanity also granted Merck a non-exclusive, sublicensable, royalty-free license under such issued patent to exploit such compound and product. Under the terms of the Collaboration Agreement, the Company and Merck are each responsible to perform certain research activities in accordance with a mutually agreed upon research plan. Upon the completion of certain stages of the research plan, Merck will elect to either advance and make certain contractual option payments or terminate the applicable research program. If Merck elects not to advance a research program, such program terminates and the rights granted to Merck in the program revert to the Company. Following completion of the research program, Merck is responsible for the development and commercialization of the compounds developed pursuant to the research program and any product containing such compounds. Under the terms of the Collaboration Agreement, the Company received an upfront payment totaling $ 15.0 million in July 2020 and is eligible to receive up to $ 280.0 million upon achievement of specified research and development milestones, and up to $ 250.0 million upon achievement of specified sales-based milestones as well as a tiered, mid-single digit royalty on net sales of licensed products, subject to customary reductions. Unless terminated earlier, the Collaboration Agreement will continue in full force and effect until one or more products has received marketing authorization and, thereafter, until expiration of all royalty obligations under the Collaboration Agreement. The Company or Merck may terminate the Collaboration Agreement upon an uncured material breach by the other party or insolvency of the other party. Merck may also terminate the Merck Collaboration Agreement for any reason upon certain notice to the Company. Merck also participated in the Company’s Class C preferred units financing in June 2020 with terms consistent with those of other investors that purchased Class C preferred units in June 2020. The Class C preferred units were issued at a price of $ 4.0008 per unit, which was determined to be fair value based on the same price paid by other investors that purchased Class C preferred units in the financing. The equity investment was considered to be distinct from the Collaboration Agreement. The Company assessed the promised goods and services to determine if they are distinct. Based on this assessment, the Company determined that Merck cannot benefit from the promised goods and services separately from the others as they are highly interrelated and therefore not distinct. Accordingly, the promised goods and services represent one combined performance obligation and the entire transaction price was allocated to that single combined performance obligation. The performance obligation is being satisfied over the research term as the Company performs the research and development activities through the first substantive option period, and participates in a Joint Steering Committee to oversee research and development activities. Accordingly, the upfront payment of $ 15.0 million was recorded as deferred revenue and will be recognized as revenue as the performance obligation is satisfied. The Company recognizes revenue using the cost-to-cost method, which it believes best depicts the transfer of control to the customer. Under the cost-to-cost method, the extent of progress towards completion is measured based on the ratio of actual costs incurred to the total estimated costs expected upon satisfying the identified performance obligation. Under this method, revenue is recorded as a percentage of the estimated transaction price based on the extent of progress towards completion. As of September 30, 2021, the aggregate amount of the transaction price related to the unsatisfied portion of the performance obligation is $ 0.8 million , which is expected to be recognized as revenue within the next year. For the three and nine months ended September 30, 2021, the Company recorded $ 1.6 million and $ 7.3 million of collaboration revenue, respectively, related to the Collaboration Agreement. At contract inception, the potential milestone payments that the Company is eligible to receive were excluded from the transaction price as they were fully constrained. At the end of each reporting period, the Company reevaluates the transaction price and as uncertain events are resolved or other changes in circumstances occur, and if necessary, the Company will adjust its estimate of the transaction price. Any additions to the transaction price would be reflected in the period as a cumulative revenue catch-up. At the inception of the arrangement, the Company evaluated the options held by Merck to either advance or terminate the applicable research program to determine if they provided Merck with any material rights. The Company concluded that the options were not issued at a significant and incremental discount, and therefore do not provide Merck with a material right. As such, these options were excluded as performance obligations and will be accounted for if and when they occur. The Company assessed the Collaboration Agreement to determine whether a significant financing component exists and concluded that a significant financing component does not exist. |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 5. Accrued Expenses Accrued expenses consisted of the following (in thousands): September 30, December 31, 2021 2020 Accrued employee compensation and benefits $ 1,417 $ 4,295 Accrued external research and development expenses 2,568 1,780 Accrued professional fees 767 987 Other 660 789 $ 5,412 $ 7,851 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | 6. Debt Long-term debt consisted of the following (in thousands): September 30, December 31, 2021 2020 Principal amount of long-term debt $ 14,106 $ 16,123 Less: Current portion of long-term debt ( 5,678 ) ( 2,891 ) Long-term debt, net of current portion 8,428 13,232 Debt discount, net of accretion ( 272 ) ( 348 ) Accrued end-of-term payment 586 353 Long-term debt, net of discount and current portion $ 8,742 $ 13,237 We have outstanding principal borrowings of $ 14.1 million under a loan and security agreement entered into in December 2019 (the “Term Loan”) with Hercules Capital, Inc. (the “Lender”). Another $ 5.0 million became available upon the occurrence of a developmental milestone and an equity event defined in the agreement, but we elected not to draw it. An additional $ 10.0 million may become available to be drawn upon lender approval. Borrowings under the Term Loan were repayable in monthly interest-only payments until August 1, 2021. The interest-only period is followed by monthly payments of equal principal plus interest until the loan maturity date of January 1, 2024 . Outstanding borrowings bear interest at the greater of (i) 8.75 % and (ii) the prime rate as reported in the Wall Street Journal plus 4.00 %. A final payment fee of 5.25 % of the amounts drawn under the Term Loan is due upon the earlier of the maturity date or the repayment date if paid early, whether voluntary or upon acceleration due to default. We may repay the Term Loan at any time by paying the outstanding principal balance in full, along with any unpaid accrued interest, the final payment fees of 5.25 % of the amounts drawn and a prepayment fee calculated on amounts being prepaid. The prepayment fee is 3.0 % if the Term Loan is repaid within the one-year anniversary of the draw date, 2.0 % if paid between the first and second-year anniversary of the draw date and 1.0 % if paid after the second anniversary of the draw date but before the maturity date. In April 2020, the Term Loan was amended to permit indebtedness consisting of a loan under the Paycheck Protection Program (“PPP”) of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) provided that such loan shall be unsecured, shall not contain any terms or conditions that are adverse to the Lender’s rights under the loan and that the Company will not prepay such loan. In June 2020, the Term Loan was amended and an additional final payment fee of $ 0.3 million became due upon repayment of the loan. On December 22, 2020, the Company entered into an Unconditional Secured Guaranty and Pledge Agreement (the “Guaranty”) with the Lender as a condition to the Lender’s consent to the Merger under the Term Loan between Yumanity, Inc. as borrower and the Lender. Immediately prior to the Merger, Yumanity, Inc. entered into a Fourth Amendment and Consent to Loan and Security Agreement dated as of December 22, 2020 with the Lender (the “Loan Amendment”). The Guaranty provides for the Company’s guaranty of Yumanity Inc.’s obligations under the Loan Agreement and provides the Lender a security interest in all of Company’s assets other than intellectual property as collateral. The Loan Amendment provides for the Lender’s consent to the Merger and to the creation and funding of a Silicon Valley Bank Paycheck Protection Program escrow account to hold funds in connection with Yumanity’s outstanding Paycheck Protection Program loan amounts for which Yumanity has submitted a forgiveness application. The Loan Amendment also amends the definition of “Change in Control” to include the situations in which the Company no longer controls Yumanity, Inc. The remaining terms and conditions of the Loan Agreement generally continue in the form existing prior to the Loan Amendment. As of September 30, 2021 and December 31, 2020, the interest rate applicable to borrowings under the Term Loan was 8.75 %. For the nine months ended September 30, 2021 , the weighted average effective interest rate on outstanding borrowings under the Term Loan was approximately 9.41 %. On March 29, 2021, the Term Loan was amended again to allow for the creation of a new foreign subsidiary, as well as changing certain covenants related to the financial operations of said subsidiary. The subsidiary was formed on April 23, 2021. On April 13, 2021, the Term Loan was amended to reduce the additional final payment fee of $ 0.3 million to $ 0.1 million upon repayment of the loan. Borrowings under the Term Loan are collateralized by substantially all of the Company’s personal property, other than its intellectual property. There were no financial covenants associated with the Term Loan; however, the Company is subject to certain affirmative and negative covenants restricting the Company’s activities, including limitations on dispositions, mergers or acquisitions; encumbering its intellectual property; incurring indebtedness or liens; paying dividends; making certain investments; and engaging in certain other business transactions. The obligations under the Term Loan are subject to acceleration upon the occurrence of specified events of default, including a material adverse change in the Company’s business, operations or financial or other condition. Upon the occurrence of an event of default and until such event of default is no longer continuing, the annual interest rate will be 5.0 % above the otherwise applicable rate. In April 2020, prior to entering into the Merger Agreement with PTI in August 2020, the Company issued a Promissory Note to Silicon Valley Bank, pursuant to which it received loan proceeds of $ 1.1 million (the “Loan”) provided under the PPP established under the CARES Act and guaranteed by the U.S. Small Business Administration. On April 3, 2021, the Company was notified by Silicon Valley Bank that the Loan forgiveness application was accepted by the Small Business Association as of March 30, 2021. Accordingly, the Company has recognized $ 1.1 million in income for debt extinguishment. As of September 30, 2021, future principal payments due are as follows (in thousands): Year Aggregate 2021 $ 1,374 2022 5,805 2023 6,341 2024 586 2025 — $ 14,106 |
Stock_Equity-Based Compensation
Stock/Equity-Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock/Equity-Based Compensation | 7. Stock/Equity-Based Compensation Restricted Stock Units (RSUs) On January 14, 2021, the Company’s compensation committee of the board approved payment to be made to Company employees through a grant of RSUs based on the February 1, 2021 closing share price of the Company’s common stock with a fair value of $ 2.2 million. The requisite service period for the awards ranges from one to four years (the vesting period). The Company recognized employee stock-based compensation expense for the RSU grant on a straight-line basis over the vesting period of the awards. As of September 30, 2021 , 122,469 RSUs were granted and 87,052 were outstanding, and the Company recognized $ 0.2 million and $ 0.7 million of stock-based compensation expense during the three and nine months ended September 30, 2021, respectively. The following table summarizes the Company’s RSU activity for the nine months ended September 30, 2021: Units Weighted Unvested balance at December 31, 2020 — $ — Issued 122,469 $ 17.89 Vested ( 23,146 ) $ 17.89 Forfeited ( 12,271 ) $ 17.89 Unvested balance at September 30, 2021 87,052 $ 17.89 Summary of plans Upon completion of the Merger, the Company assumed PTI’s 2016 Stock Option and Incentive Plan (the “2016 Plan”) and PTI’s 2016 Employee Stock Purchase Plan (the “2016 ESPP”). 2016 Stock Option and Incentive Plan On February 3, 2016, PTI’s stockholders approved the 2016 Plan, which became effective on February 9, 2016. The 2016 Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock units, restricted stock awards and other stock-based awards. The number of shares initially reserved for issuance under the 2016 Plan was 79,092 shares. The number of shares of common stock that may be issued under the 2016 Plan will automatically increase each January 1, beginning January 1, 2017, by the lesser of 3 % of the shares of the Company’s common stock outstanding on the immediately preceding December 31, or an amount determined by the Company’s board of directors or the compensation committee of the board of directors. The shares of common stock underlying any awards that are forfeited, canceled, repurchased, or are otherwise terminated by the Company under the 2016 Plan and the 2008 Equity Incentive Plan, as amended (the “2008 Plan”) will be added back to the shares of common stock available for issuance under the 2016 Plan. On January 1, 2021, an additional 303,495 shares were reserved for issuance under the 2016 Plan in accordance with the provisions of the 2016 Plan described above. Options granted under the 2016 Plan with service-based vesting conditions generally vest over four years and expire after ten years . As of September 30, 2021 the total number of shares of the Company’s common stock reserved for issuance under the 2016 Plan was 626,100 , of which 136,329 shares are available for future issuance under the 2016 Plan. 2016 Employee Stock Purchase Plan On February 3, 2016, PTI’s stockholders approved the 2016 ESPP, which became effective in connection with the completion of the PTI’s initial public offering. A total of 6,938 shares of common stock were initially reserved for issuance under the 2016 ESPP. In addition, the number of shares of common stock that may be issued under the 2016 ESPP will automatically increase each January 1, beginning January 1, 2017, by the lesser of (i) 6,938 shares of common stock, (ii) 1 % of the Company’s shares of common stock outstanding on the immediately preceding December 31, or (iii) an amount determined by the Company’s board of directors or the compensation committee of the board of directors. As of September 30, 2021, the total number of shares reserved under the 2016 ESPP was 41,626 shares. The number of shares reserved for issuance under the 2016 ESPP was increased by 6,937 shares effective as of January 1, 2021 in accordance with the provisions of the 2016 ESPP described above. Yumanity Therapeutics, Inc. Amended and Restated 2018 Stock Option and Grant Plan On December 4, 2018, the Company’s board of directors adopted the 2018 Unit Option and Grant Plan (the “2018 Plan”), which was approved by the Company’s members on December 5, 2018. The 2018 Plan provided for the Company to grant unit options, restricted unit awards and unrestricted unit awards to employees, directors and consultants of the Company. As part of the Yumanity Reorganization and the Merger, the 2018 Plan was amended and restated as the “Yumanity Therapeutics, Inc. Amended and Restated 2018 Stock Option and Grant Plan”. Each stock option outstanding under the 2018 Plan at the Effective Time of the Merger was automatically converted into a stock option exercisable for the same number of shares of Yumanity common stock, and then assumed by the Company, based on the Exchange Ratio and the exercise price per share of such outstanding stock option, as adjusted for the Exchange Ratio. The 2018 Plan is administered by the board of directors or, at the discretion of the board of directors, by a committee of the board of directors. The exercise prices, vesting and other restrictions are determined at the discretion of the board of directors, or its committee if so delegated. Options granted under the 2018 Plan with service-based vesting conditions generally vest over four years and expire after ten years . The total number of common shares that may be issued under the 2018 Plan is 1,527,210 as of September 30, 2021. Shares that are forfeited, canceled, reacquired by the Company prior to vesting, satisfied without the issuance of shares or otherwise terminated (other than by exercise) and units that are withheld upon the exercise of an option or settlement of an award to cover exercise price or tax withholding shall be added back to units available under the 2018 Plan. As of September 30, 2021 , 330,609 sh ares remain available for issuance under the 2018 Plan. Under each plan, the exercise price per option granted is not less than the fair market value of common stock as of the date of grant. 2021 Inducement Plan On April 13, 2021 the Board of Directors approved the adoption of the Company’s 2021 Inducement Plan (the “2021 Plan”), which is used exclusively for the grant of equity awards to individuals who were not previously employees of the Company (or following a bona fide period of non-employment), as an inducement material to such individual’s entering into employment with the Company, pursuant to Rule 416 under the Securities Act of 1933. As of September 30, 2021 , the total number of shares of the Company’s common stock that may be issued under the 2021 Plan is 504,000 shares of which 233,600 shares are available for future issuance under the 2021 Plan. Shares that are expired, forfeited, canceled or otherwise terminated without having been fully exercised will be available for future grant under the 2021 Plan. Option valuation The fair value of option grants is estimated using the Black-Scholes option-pricing model. Prior to the Merger, the Company was a private company and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected stock/unit volatility based on the historical volatility of a publicly traded set of peer companies. The expected term of the Company’s options has been determined utilizing a midpoint convention estimate. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. Option activity The following table summarizes the Company’s option activity during nine months ended September 30, 2021: Number Weighted Weighted Aggregate (in years) (in thousands) Outstanding as of December 31, 2020 944,961 $ 20.70 8.29 6,522 Granted 986,014 $ 15.33 9.91 — Exercised ( 9,241 ) 8.97 7.37 9 Forfeited ( 139,290 ) $ 13.70 — Outstanding as of September 30, 2021 1,782,444 $ 19.01 7.92 1,521 Vested and expected to vest as of September 30, 2021 1,767,444 $ 19.03 7.90 — The aggregate intrinsic value of options is calculated as the difference between the exercise price of the options and the fair value of the Company’s common stock/units for those stock/unit options that had exercise prices lower than the fair value of the Company’s common stock/units. The grant date fair value of options granted during the period was $ 13.7 million, or $ 13.89 per sh are on a weighted-average basis and will be recognized as compensation expense over the requisite service period ranging from one to four years . Stock/equity-based compensation The Company recorded stock/equity-based compensation expense related to common stock/unit options and restricted units in the following expense categories in its condensed consolidated statements of operations (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Research and development expenses $ 320 $ 154 $ 1,066 $ 529 General and administrative expenses 972 540 2,892 1,237 $ 1,292 $ 694 $ 3,958 $ 1,766 As of September 30, 2021 , total unrecognized compensation cost related to unvested options and restricted common stock was $ 12.5 million, which is expected to be recognized over a weighted average period o f 2.65 years . |
Net Loss per Share
Net Loss per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 8. Net Loss Per Share Basic and diluted net loss per share was calculated as follows (in thousands, except share and per share amounts): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Numerator: Net loss $ ( 9,956 ) $ ( 6,385 ) ( 29,092 ) ( 20,822 ) Gain on extinguishment of Class B preferred units — — — 6,697 Net loss applicable to common shareholders $ ( 9,956 ) $ ( 6,385 ) $ ( 29,092 ) $ ( 14,125 ) Denominator: Weighted average common shares/units 10,304,775 2,159,403 10,239,502 2,155,276 Net loss per share/unit, basic and diluted $ ( 0.97 ) $ ( 2.96 ) $ ( 2.84 ) $ ( 6.55 ) The following common stock equivalents presented based on amounts outstanding at each period end, have been excluded from the calculation of diluted net loss per share because including them would have had an anti-dilutive impact: As of September 30, 2021 2020 Options to purchase common stock 1,782,444 964,002 Warrants to purchase common stock or shares 99,986 99,986 1,882,430 1,063,988 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Leases | 9. Leases The Company leased office and laboratory facilities in Cambridge, Massachusetts (the “Old Premises”) from an investor in the Company under a noncancelable operating lease that began in April 2015 and expired in March 2020. In February 2020, the Company amended the lease for the Old Premises to extend the lease expiration to April 30, 2020. The amendment was accounted for as a lease reassessment and the right-of-use asset and lease liability were remeasured at the reassessment date of February 2020 resulting in an increase of $ 0.1 million to the right-of-use asset for prepaid rent and a reduction of $ 0.1 million to the lease liability. In May 2020, the Company amended the lease for the Old Premises to extend the lease expiration to May 23, 2020 and recognized the final rent payment of less than $ 0.1 million in expense. In February 2020, the Company entered into a license agreement with a third party for the use of office and laboratory space in Boston, Massachusetts, commencing in May 2020 (the “New Premises”). The Company determined that this license agreement qualified as a lease under ASC 842, Leases (“ASC 842”). The initial term of the license agreement is three years with the option to extend for a total of three one-year periods at fair-market rent at the time of each extension. In addition to use of office and laboratory space, the license fee includes various laboratory, office, and operational support services to be provided by the licensor. The initial monthly license fee escalates 3 % annually and totals approximately $ 12.0 million for the three-year term. Additionally, the licensee agreement for the New Premises requires the Company to pay for a non-exclusive, irrevocable license to use forty-two unreserved parking spaces adjacent to the New Premises at the prevailing monthly parking rate. On May 1, 2020 , the lease commencement date was met and the Company recorded an operating lease asset of $ 10.6 million and a corresponding lease liability of $ 10.2 million. On December 22, 2020, as part of the Merger, the Company acquired a lease for approximately 30,000 square feet of office and laboratory space (the “Merger Premises”) in Boston, Massachusetts. The lease commenced in January 2018 with rent payments commencing in April 2018. The initial term of the lease was ten years with the option to extend for an additional seven years at fair-market rent at the time of the extension. In addition to use of office and laboratory space, the Company is responsible for paying its allocable portion of building and laboratory operating expenses separately from rent, based on actual costs incurred. Remaining fixed lease payments at the time of the Merger were approximately $ 14.2 million. On December 22, 2020, the Company recorded an operating lease asset and corresponding lease liability of $ 10.2 million associated with this lease. The operating lease asset was increased by the value attributable to the below-market lease of $ 3.1 million and an allocated portion of the excess purchase price for the Merger of $ 1.9 million. On January 7, 2021 the Company entered into a sublease agreement (the “Sublease”) with Moma Therapeutics, Inc. (the “Subtenant”), whereby the Company subleased the entire Merger Premises to the Subtenant. The initial term of the Sublease commences on the date the Company receives consent to the Sublease from the landlord and shall continue until 18 months from the commencement date. The Sublease provides for the first monthly installment of rent to be paid by the Subtenant on the date of the Sublease. The Sublease provides for an initial annual base rent of $ 1,939,340 , which increases annually up to a maximum annual base rent of $ 1,997,520 . The Subtenant also is responsible for paying to the Company operating costs, annual tax costs and all utility costs attributable to the Premises during the term of the Sublease. Expense arising from the Merger Premises of $ 0.5 million and $ 1.5 million for the three and nine months ended September 30, 2021 , respectively, and lease income from the Sublease of $ 0.5 million and $ 1.3 million for the three and nine months ended September 30, 2021, respectively, are classified in operating expense on a net basis. The Company also leases property and equipment under agreements that are accounted for as finance leases. The components of lease cost were as follows (in thousands): Nine Months Ended 2021 2020 Operating lease cost $ 4,721 $ 2,085 Short-term lease cost — — Variable lease cost 458 244 Finance lease cost: Amortization of lease assets 133 280 Interest on lease liabilities 6 16 Total finance lease cost $ 139 $ 296 Supplemental disclosure of cash flow information related to leases was as follows (in thousands): Nine Months Ended 2021 2020 Cash paid for amounts included in the measurement $ 4,484 $ 1,428 Cash paid for amounts included in the measurement $ 6 $ 16 Cash paid for amounts included in the measurement $ 140 $ 264 Operating lease liabilities arising from obtaining $ — $ 10,219 Finance lease liabilities arising from obtaining right- $ — $ — The weighted-average remaining lease term and discount rate were as follows: As of September 30, 2021 2020 Weighted-average remaining lease term (in years) used for: Operating leases 5.47 2.58 Finance leases 0.99 0.83 Weighted-average discount rate used for: Operating leases 9.10 % 8.80 % Finance leases 5.59 % 6.90 % Because the interest rates implicit in the license agreement and lease agreement assumed from PTI were not readily determinable, the Company’s incremental borrowing rate was used to calculate the present value of each. The present value of the Company’s finance leases was calculated using the rate implicit in the lease. As of September 30, 2021, future annual lease payments under the Company’s real estate operating leases and equipment finance leases were as follows (in thousands): Year Operating Finance 2021 $ 1,514 $ 26 2022 6,173 50 2023 2,977 — 2024 1,931 — 2025 1,985 — Thereafter 4,840 — Total future lease payments 19,420 76 Less: Imputed interest ( 3,773 ) ( 2 ) Total lease liabilities $ 15,647 $ 74 The following table presents lease assets and liabilities and their classification on the condensed consolidated balance sheet (in thousands): Leases Condensed Consolidated Balance Sheet Classification Amount Assets: Operating lease assets Operating lease right-of- use assets $ 19,864 Finance lease assets Property and equipment, net 66 Total leased assets $ 19,930 Liabilities: Current: Operating lease liabilities Operating lease liabilities $ 4,909 Finance lease liabilities Current portion of finance lease obligation 65 Non-current: Operating lease liabilities Operating lease liabilities, net of current portion 10,738 Finance lease liabilities Finance lease obligation, net of current portion 9 Total lease liabilities $ 15,721 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies License agreement The Company has a tangible property and patent license agreement with Whitehead Institute for Biomedical Research (“Whitehead”) entered into in 2016 and subsequently amended in 2016 and 2018, under which the Company obtained a certain exclusive and non-exclusive, royalty-bearing, sublicensable, worldwide license to make, sell and distribute products under certain patents owned by Whitehead for certain know-how related to specific neurodegenerative diseases. In consideration for the rights granted by the agreement, the Company paid a one-time license fee of less than $ 0.1 million and issued 300,000 common units valued at $ 0.8 million. The Company is required to pay annual maintenance fees of up to $ 0.1 million through the termination of the agreement. The Company is also required to pay up to an aggregate of approximately $ 1.9 million upon the achievement of certain developmental and regulatory milestones for the first two licensed products under its first indication. The Company is also required to pay additional milestone amounts for subsequent licensed products under its first or subsequent indications, but at a lower rate. The Company did not meet any milestones for the nine months ended September 30, 2021 and the year ended December 31, 2020. The Company must also pay a royalty in the low single digits on future sales by the Company and a mid single to low double digit percentage of certain income received from sublicensees and certain partners. The license agreement remains in effect until the expiration of the last-to-expire patent licensed under the agreement. Whitehead may terminate the agreement upon the Company’s uncured material breach of the agreement, including failure to make required payments under the agreement or to achieve certain milestones, or if the Company becomes insolvent or bankrupt. The Company may terminate the license agreement at any time upon providing certain written notice to Whitehead. Contingent Value Rights Agreement In connection with the Merger, the Company entered into a Contingent Value Rights Agreement (the “CVR Agreement”) with Shareholder Representative Services LLC as representative of the PTI stockholders. The CVR Agreement entitled each holder of Company Common Stock as of immediately prior to the effective time of the Merger (the “Effective Time”) to receive certain net proceeds, if any, derived from the grant, sale or transfer of rights of the CF Assets ( the “CF Assets”) to any one of three specified counterparties completed during the 9 -month period after the Effective Time (with any potential payment obligations continuing until the 10-year anniversary of the closing of the Merger Agreement). The CVR agreement became effective at Closing of the Merger. Due to the fact that no CF Asset sale was completed by the nine-month anniversary of the Effective Time, the CVRs expired. No liability has been recorded at September 30, 2021 or previous periods associated with the CVRs. Indemnification agreements In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, contract research organizations, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors and its executive officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. The Company has not incurred any material costs as a result of such indemnifications and is not currently aware of any indemnification claims. |
Related Parties
Related Parties | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Parties | 11. Related Parties There were no related party transactions for the three and nine months ended September 30, 2021. The Company leased certain office and laboratory space from an investor in the Company until May 2020. Lease expense and amounts paid to the investor associated with this lease agreement for the nine months ended September 30, 2020 was $ 0.4 million and $ 0.6 million, respectively. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The condensed balance sheet as of December 31, 2020 was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). The accompanying condensed financial statements, as of September 30, 2021 and for the three and nine months ended September 30, 2021, are unaudited and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The Company believes that the disclosures are adequate to make the information presented not misleading. These unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 31, 2021. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of the Company’s condensed consolidated financial position as of September 30, 2021 and condensed consolidated results of operations and cash flows for the three and nine months ended September 30, 2021 and 2020 have been made. The results of operations for the three and nine months ended September 30, 2021 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2021. |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies The Company’s significant accounting policies, which are disclosed in the audited financial statements for the year ended December 31, 2020 and the notes thereto, are included in the Company’s Annual Report on Form 10-K that was filed with the SEC on March 31, 2021. There were no changes to significant accounting policies during the three and nine months ended September 30, 2021 . |
Use of estimates | Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, revenue recognition, the accrual of research and development expenses, the valuation of common units prior to the Merger and the valuation of stock/unit-based awards. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates as there are changes in circumstances, facts, and experience. Actual results may differ from those estimates or assumptions. |
Restricted Cash | Restricted cash Amounts included in restricted cash represent amounts pledged as collateral for Company credit cards as part of the terms of the “New Loan” and for its office and laboratory space lease. These amounts are classified as restricted cash (non-current) in the Company’s condensed consolidated balance sheet. In December 2020, in connection with the Merger, the Company acquired Proteostasis’ restricted cash pledged as collateral for its office and laboratory space lease and amended its loan and security agreement to establish an escrow account in the amount of its Paycheck Protection Program loan. These amounts are classified as restricted cash (non-current) in the Company’s condensed consolidated balance sheet as of September 30, 2021. As of September 30, 2021 and 2020, the cash and restricted cash of $ 44.5 million and $ 27.5 million, respectively, presented in the condensed consolidated statements of cash flows included cash and cash equivalents of $ 43.5 million and $ 27.4 million, respectively, and restricted cash of $ 1.0 million and $ 0.1 million, respectively. |
Fair value measurements | Fair value measurements Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The Company’s cash equivalents and marketable securities are carried at fair value, determined according to the fair value hierarchy described above (see Note 3). The carrying values of the Company’s accounts payable and accrued expenses approximate their fair values due to the short-term nature of these liabilities. The carrying value of the Company’s long-term debt under its loan and security agreement approximates its fair value due to its variable interest rate. |
Recently issued accounting pronouncements | Recently issued accounting pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes—Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. ASU 2019-12 is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Company adopted this standard as of January 1, 2021, and depending on the amendment, adoption was applied on a retrospective, modified retrospective, or prospective basis. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures. |
Fair Value Measurements and M_2
Fair Value Measurements and Marketable Securities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following tables present the Company’s fair value hierarchy for its assets and liabilities, which are measured at fair value on a recurring basis (in thousands): Fair Value Measurements at September 30, 2021 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 41,886 $ — $ 41,886 Marketable securities: Commercial paper 2,899 — 2,899 $ 41,886 $ 2,899 $ — $ 44,785 Fair Value Measurements at December 31, 2020 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 77,129 $ — $ — $ 77,129 Commercial paper — 1,800 — 1,800 Marketable securities: Commercial paper — 4,498 — 4,498 $ 77,129 $ 6,298 $ — $ 83,427 |
Summary of Marketable Securities | Marketable securities by security type consisted of the following (in thousands): September 30, 2021 Amortized Gross Gross Fair Commercial paper $ 2,899 $ — $ — $ 2,899 $ 2,899 $ — $ — $ 2,899 December 31, 2020 Amortized Gross Gross Fair Commercial paper $ 4,498 $ — $ — $ 4,498 $ 4,498 $ — $ — $ 4,498 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following (in thousands): September 30, December 31, 2021 2020 Accrued employee compensation and benefits $ 1,417 $ 4,295 Accrued external research and development expenses 2,568 1,780 Accrued professional fees 767 987 Other 660 789 $ 5,412 $ 7,851 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Long-term Debt | Long-term debt consisted of the following (in thousands): September 30, December 31, 2021 2020 Principal amount of long-term debt $ 14,106 $ 16,123 Less: Current portion of long-term debt ( 5,678 ) ( 2,891 ) Long-term debt, net of current portion 8,428 13,232 Debt discount, net of accretion ( 272 ) ( 348 ) Accrued end-of-term payment 586 353 Long-term debt, net of discount and current portion $ 8,742 $ 13,237 |
Summary of Future Principal Payments Due | As of September 30, 2021, future principal payments due are as follows (in thousands): Year Aggregate 2021 $ 1,374 2022 5,805 2023 6,341 2024 586 2025 — $ 14,106 |
Stock_Equity-Based Compensati_2
Stock/Equity-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Restricted Stock Unit Activity and Related Information | The following table summarizes the Company’s RSU activity for the nine months ended September 30, 2021: Units Weighted Unvested balance at December 31, 2020 — $ — Issued 122,469 $ 17.89 Vested ( 23,146 ) $ 17.89 Forfeited ( 12,271 ) $ 17.89 Unvested balance at September 30, 2021 87,052 $ 17.89 |
Summary of Stock Option Activity | The following table summarizes the Company’s option activity during nine months ended September 30, 2021: Number Weighted Weighted Aggregate (in years) (in thousands) Outstanding as of December 31, 2020 944,961 $ 20.70 8.29 6,522 Granted 986,014 $ 15.33 9.91 — Exercised ( 9,241 ) 8.97 7.37 9 Forfeited ( 139,290 ) $ 13.70 — Outstanding as of September 30, 2021 1,782,444 $ 19.01 7.92 1,521 Vested and expected to vest as of September 30, 2021 1,767,444 $ 19.03 7.90 — |
Summary of Stock-based Compensation Expense, Including Shares Issued to Consultants for Services | The Company recorded stock/equity-based compensation expense related to common stock/unit options and restricted units in the following expense categories in its condensed consolidated statements of operations (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Research and development expenses $ 320 $ 154 $ 1,066 $ 529 General and administrative expenses 972 540 2,892 1,237 $ 1,292 $ 694 $ 3,958 $ 1,766 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss per Share | Basic and diluted net loss per share was calculated as follows (in thousands, except share and per share amounts): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Numerator: Net loss $ ( 9,956 ) $ ( 6,385 ) ( 29,092 ) ( 20,822 ) Gain on extinguishment of Class B preferred units — — — 6,697 Net loss applicable to common shareholders $ ( 9,956 ) $ ( 6,385 ) $ ( 29,092 ) $ ( 14,125 ) Denominator: Weighted average common shares/units 10,304,775 2,159,403 10,239,502 2,155,276 Net loss per share/unit, basic and diluted $ ( 0.97 ) $ ( 2.96 ) $ ( 2.84 ) $ ( 6.55 ) |
Schedule of Antidilutive Securities Excluded from Computation of Diluted Weighted-average Shares Outstanding | The following common stock equivalents presented based on amounts outstanding at each period end, have been excluded from the calculation of diluted net loss per share because including them would have had an anti-dilutive impact: As of September 30, 2021 2020 Options to purchase common stock 1,782,444 964,002 Warrants to purchase common stock or shares 99,986 99,986 1,882,430 1,063,988 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Lessee Disclosure [Abstract] | |
Elements of Lease Expense | The components of lease cost were as follows (in thousands): Nine Months Ended 2021 2020 Operating lease cost $ 4,721 $ 2,085 Short-term lease cost — — Variable lease cost 458 244 Finance lease cost: Amortization of lease assets 133 280 Interest on lease liabilities 6 16 Total finance lease cost $ 139 $ 296 |
Summary of supplemental disclosure of cash flow information related to leases | Supplemental disclosure of cash flow information related to leases was as follows (in thousands): Nine Months Ended 2021 2020 Cash paid for amounts included in the measurement $ 4,484 $ 1,428 Cash paid for amounts included in the measurement $ 6 $ 16 Cash paid for amounts included in the measurement $ 140 $ 264 Operating lease liabilities arising from obtaining $ — $ 10,219 Finance lease liabilities arising from obtaining right- $ — $ — |
Schedule of weighted-average remaining lease term and discount rate | The weighted-average remaining lease term and discount rate were as follows: As of September 30, 2021 2020 Weighted-average remaining lease term (in years) used for: Operating leases 5.47 2.58 Finance leases 0.99 0.83 Weighted-average discount rate used for: Operating leases 9.10 % 8.80 % Finance leases 5.59 % 6.90 % |
Summary of future annual operating lease payments | As of September 30, 2021, future annual lease payments under the Company’s real estate operating leases and equipment finance leases were as follows (in thousands): Year Operating Finance 2021 $ 1,514 $ 26 2022 6,173 50 2023 2,977 — 2024 1,931 — 2025 1,985 — Thereafter 4,840 — Total future lease payments 19,420 76 Less: Imputed interest ( 3,773 ) ( 2 ) Total lease liabilities $ 15,647 $ 74 |
Summary of table presents lease assets and liabilities and their classification on the condensed consolidated balance sheet | The following table presents lease assets and liabilities and their classification on the condensed consolidated balance sheet (in thousands): Leases Condensed Consolidated Balance Sheet Classification Amount Assets: Operating lease assets Operating lease right-of- use assets $ 19,864 Finance lease assets Property and equipment, net 66 Total leased assets $ 19,930 Liabilities: Current: Operating lease liabilities Operating lease liabilities $ 4,909 Finance lease liabilities Current portion of finance lease obligation 65 Non-current: Operating lease liabilities Operating lease liabilities, net of current portion 10,738 Finance lease liabilities Finance lease obligation, net of current portion 9 Total lease liabilities $ 15,721 |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation - Additional Information (Detail) $ / shares in Units, $ in Thousands | Dec. 22, 2020$ / sharesshares | Dec. 14, 2020USD ($)$ / sharesshares | Apr. 30, 2021USD ($) | Sep. 30, 2021USD ($)$ / shares | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)$ / shares |
Nature of Business [Line Items] | ||||||||||||
Merger Agreement Exchange Ratio | 0.2108 | |||||||||||
Accumulated deficit | $ (176,902) | $ (176,902) | $ (147,810) | |||||||||
Net loss | $ (9,956) | $ (10,454) | $ (8,682) | $ (6,385) | $ (6,972) | $ (7,465) | $ (29,092) | $ (20,822) | ||||
Common stock price per share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Proceeds from sale of common stock | $ 1,313 | $ 0 | ||||||||||
At The Market Offering [Member] | Sales Agreement With Jefferies LLC [Member] | ||||||||||||
Nature of Business [Line Items] | ||||||||||||
Common Stock, Value, Subscriptions | $ 60,000 | $ 58,700 | $ 58,700 | |||||||||
Sale of Stock, Number of Shares Issued | shares | 82,132 | |||||||||||
Sale of Stock, Consideration Received | $ 1,300 | |||||||||||
Percentage of commission on gross proceeds of common stock sold | 3.00% | |||||||||||
Private Placement [Member] | ||||||||||||
Nature of Business [Line Items] | ||||||||||||
Stock issued during period, shares, issued | shares | 1,460,861 | |||||||||||
Net proceeds in private placement | $ 31,600 | |||||||||||
Common stock price per share | $ / shares | $ 23 | |||||||||||
Transaction Closed Date | Dec. 22, 2020 | |||||||||||
Common Stock [Member] | ||||||||||||
Nature of Business [Line Items] | ||||||||||||
Proceeds from sale of common stock | $ 33,600 | |||||||||||
PTI Common Stock [Member] | ||||||||||||
Nature of Business [Line Items] | ||||||||||||
Stockholders equity reverse stock split conversion ratio | 1-for-20 reverse stock split of its common stock (the “Reverse Stock Split”) | |||||||||||
Stock Issued During Period, Shares, Conversion of Units | shares | 6,024,433 | |||||||||||
Yumanity Common Stock [Member] | ||||||||||||
Nature of Business [Line Items] | ||||||||||||
Common stock price per share | $ / shares | $ 0.01 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 |
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted Cash and Cash Equivalents | $ 44,500 | $ 27,500 | |
Cash and cash equivalents | 43,532 | $ 80,819 | 27,400 |
Restricted Cash | $ 1,000 | $ 100 |
Fair Value Measurements and M_3
Fair Value Measurements and Marketable Securities - Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Assets: | ||
Total assets | $ 44,785 | $ 83,427 |
Commercial Paper [Member] | ||
Assets: | ||
Cash equivalents | 1,800 | |
Marketable securities | 2,899 | 4,498 |
Money Market Funds [Member] | ||
Assets: | ||
Cash equivalents | 41,886 | 77,129 |
Level 1 [Member] | ||
Assets: | ||
Total assets | 41,886 | 77,129 |
Level 1 [Member] | Commercial Paper [Member] | ||
Assets: | ||
Cash equivalents | 0 | |
Marketable securities | 0 | |
Level 1 [Member] | Money Market Funds [Member] | ||
Assets: | ||
Cash equivalents | 41,886 | 77,129 |
Level 2 [Member] | ||
Assets: | ||
Total assets | 2,899 | 6,298 |
Level 2 [Member] | Commercial Paper [Member] | ||
Assets: | ||
Cash equivalents | 1,800 | |
Marketable securities | 2,899 | 4,498 |
Level 2 [Member] | Money Market Funds [Member] | ||
Assets: | ||
Cash equivalents | 0 | |
Level 3 [Member] | ||
Assets: | ||
Total assets | 0 | 0 |
Level 3 [Member] | Commercial Paper [Member] | ||
Assets: | ||
Cash equivalents | 0 | |
Marketable securities | 0 | 0 |
Level 3 [Member] | Money Market Funds [Member] | ||
Assets: | ||
Cash equivalents | $ 0 | $ 0 |
Fair Value Measurements and M_4
Fair Value Measurements and Marketable Securities - Summary of Marketable Securities (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 2,899 | $ 4,498 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 2,899 | 4,498 |
Commercial Paper [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 2,899 | 4,498 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | $ 2,899 | $ 4,498 |
Fair Value Measurements and M_5
Fair Value Measurements and Marketable Securities - Additional Information (Detail) | Sep. 30, 2021 |
Fair Value Disclosures [Abstract] | |
Marketable securities maturity year | 1 year |
Collaboration Agreement - Addit
Collaboration Agreement - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jul. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Revenue from collaborative arrangement | $ 1,635 | $ 3,308 | $ 7,282 | $ 3,308 | |
License And Research Collaboration Agreement | Merck | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Upfront payments received | $ 15,000 | ||||
Deferred revenue additions | $ 15,000 | ||||
Revenue remaining performance obligation | 800 | 800 | |||
Revenue from collaborative arrangement | $ 1,600 | $ 7,300 | |||
License And Research Collaboration Agreement | Merck | Class C Preferred Units | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Stock price per share | $ 4.0008 | ||||
License And Research Collaboration Agreement | Merck | Research and Development | Maximum [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Collaborative arrangement, milestone payments receivable | $ 280,000 | ||||
License And Research Collaboration Agreement | Merck | Sales Based | Maximum [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Collaborative arrangement, milestone payments receivable | $ 250,000 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued employee compensation and benefits | $ 1,417 | $ 4,295 |
Accrued external research and development expenses | 2,568 | 1,780 |
Accrued professional fees | 767 | 987 |
Other | 660 | 789 |
Total accrued expenses | $ 5,412 | $ 7,851 |
Debt - Summary of Long-term Deb
Debt - Summary of Long-term Debt (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Long-term Debt, Unclassified [Abstract] | ||
Principal amount of long-term debt | $ 14,106 | $ 16,123 |
Less: Current portion of long-term debt | (5,678) | (2,891) |
Long-term debt, net of current portion | 8,428 | 13,232 |
Debt discount, net of accretion | (272) | (348) |
Accrued end-of-term payment | 586 | 353 |
Long-term debt, net of discount and current portion | $ 8,742 | $ 13,237 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) $ in Thousands | Apr. 13, 2021 | Apr. 03, 2021 | Apr. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||||||||
Long-term non current | $ 14,106 | $ 14,106 | $ 16,123 | |||||
Gain (Loss) on extinguishment of debt | $ 0 | $ 1,134 | $ 0 | |||||
Silicon Valley Bank [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Gain (Loss) on extinguishment of debt | $ 1,100 | |||||||
Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Repayments of Long-term Debt | $ 100 | |||||||
Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Repayments of Long-term Debt | $ 300 | |||||||
Upon Lender Approval | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument additional loan amount | $ 10,000 | |||||||
New Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term non current | 14,100 | |||||||
Debt instrument additional loan amount | $ 5,000 | |||||||
Frequency of periodic payment | monthly | |||||||
Repayment terms | Borrowings under the Term Loan were repayable in monthly interest-only payments until August 1, 2021. The interest-only period is followed by monthly payments of equal principal plus interest until the loan maturity date of January 1, 2024. | |||||||
Debt maturity date | Jan. 1, 2024 | |||||||
Outstanding borrowing bear interest rate | 8.75% | 8.75% | ||||||
Debt instrument final fee percentage | 5.25% | 5.25% | ||||||
Accrued end-of-term payment | $ 300 | $ 300 | ||||||
Debt weighted average interest rate | 9.41% | 9.41% | ||||||
New Loan | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument fixed interest rate | 8.75% | 8.75% | 8.75% | |||||
Debt instrument variable spread | 4.00% | |||||||
Debt instrument description of variable spread | the prime rate as reported in the Wall Street Journal | |||||||
New Loan | Before One Year Anniversary | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument prepayment fee percentage | 3.00% | 3.00% | ||||||
New Loan | After One Year But Before Second Anniversary | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument prepayment fee percentage | 2.00% | 2.00% | ||||||
New Loan | After Second Year But Before Maturity | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument prepayment fee percentage | 1.00% | 1.00% | ||||||
New Loan | Additional Rate in Event Of Default | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument fixed interest rate | 5.00% | 5.00% | ||||||
Paycheck Protection Program Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Proceeds from Paycheck Protection Program loan | $ 1,100 |
Debt - Summary of Future Princi
Debt - Summary of Future Principal Payments Due (Detail) $ in Thousands | Sep. 30, 2021USD ($) |
Long-term Debt, Unclassified [Abstract] | |
2021 | $ 1,374 |
2022 | 5,805 |
2023 | 6,341 |
2024 | 586 |
2025 | 0 |
Total | $ 14,106 |
Stock_Equity-Based Compensati_3
Stock/Equity-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Feb. 01, 2021 | Feb. 03, 2016 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Jan. 01, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Weighted average exercise price | $ 13.89 | |||||||
Amount of cost not yet recognized for nonvested award under share-based payment arrangement. | $ 12,500 | $ 12,500 | ||||||
Stock-based compensation | 1,292 | $ 694 | $ 3,958 | $ 1,766 | ||||
Weighted average remaining contractual term | 7 years 11 months 1 day | 8 years 3 months 14 days | ||||||
Fair value of option | $ 13,700 | |||||||
Number of options outstanding, including both vested and non-vested options | 2 years 7 months 24 days | |||||||
Restricted Incentive Units RSU [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation | $ 200 | $ 700 | ||||||
Fair value of share options granted | $ 2,200 | |||||||
Units granted | 122,469 | |||||||
Number of incentive units | 87,052 | 87,052 | ||||||
Minimum [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Weighted average remaining contractual term | 1 year | |||||||
Maximum [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Weighted average remaining contractual term | 4 years | |||||||
2018 Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares authorized | 1,527,210 | 1,527,210 | ||||||
Common stock available for future issuance | 330,609 | 330,609 | ||||||
2018 Plan | Service Based [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based payment award, expiration period | 10 years | |||||||
Share-based payment award, vest period | 4 years | |||||||
2016 Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common stock available for issuance | 79,092 | 626,100 | 626,100 | |||||
Common stock available for future issuance | 136,329 | 136,329 | ||||||
Common stock reserved for issuance, percentage of number of shares of common stock outstanding | 3.00% | |||||||
2016 Plan [Member] | Service Based [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based payment award, expiration period | 10 years | |||||||
Share-based payment award, vest period | 4 years | |||||||
2016 Plan [Member] | Additional [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common stock available for future issuance | 303,495 | |||||||
2016 ESPP [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common stock available for issuance | 6,938 | 41,626 | 41,626 | |||||
Common stock reserved for issuance, percentage of number of shares of common stock outstanding | 1.00% | |||||||
2016 ESPP [Member] | Additional [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common stock available for issuance | 6,937 | |||||||
2021 Stock Option And Incentive Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares authorized | 504,000 | 504,000 | ||||||
Common stock available for issuance | 233,600 | 233,600 |
Stock_Equity-Based Compensati_4
Stock/Equity-Based Compensation - Summary of Restricted Stock Unit Activity and Related Information (Detail) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Number of Shares | |
Unvested balance at December 31, 2020 | shares | 0 |
Issued | shares | 122,469 |
Vested | shares | (23,146) |
Forfeited | shares | (12,271) |
Unvested balance at September 30, 2021 | shares | 87,052 |
Weighted Average Grant Date Fair Value | |
Unvested balance at December 31, 2020 | $ / shares | $ 0 |
Issued | $ / shares | 17.89 |
Vested | $ / shares | 17.89 |
Forfeited | $ / shares | 17.89 |
Unvested balance at September 30, 2021 | $ / shares | $ 17.89 |
Stock_Equity-Based Compensati_5
Stock/Equity-Based Compensation - Summary of Stock Option Activity (Detail) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | |
Number of Shares/Units | ||
Outstanding at December 31, 2020 | shares | 944,961 | |
Granted | shares | 986,014 | |
Exercised | shares | (9,241) | |
Forfeited | shares | (139,290) | |
Outstanding as of September 30, 2021 | shares | 1,782,444 | 944,961 |
Vested and expected to vest at September 30, 2021 | shares | 1,767,444 | |
Weighted Average Exercise Price | ||
Outstanding as of December 31, 2020 | $ / shares | $ 20.70 | |
Granted | $ / shares | 15.33 | |
Exercised | $ / shares | 8.97 | |
Forfeited | $ / shares | 13.70 | |
Outstanding as of September 30, 2021 | $ / shares | 19.01 | $ 20.70 |
Vested and expected to vest at September 30, 2021 | $ / shares | $ 19.03 | |
Weighted Average Remaining Contractual Term, Outstanding | 7 years 11 months 1 day | 8 years 3 months 14 days |
Weighted Average Remaining Contractual Term,Granted | 9 years 10 months 28 days | |
Weighted Average Remaining Contractual Term,Exercised | 7 years 4 months 13 days | |
Weighted Average Remaining Contractual Term, Vested and expected to vest at September 30, 2021 | 7 years 10 months 24 days | |
Aggregate Intrinsic Value, Outstanding as of December 30, 2020 | $ | $ 6,522 | |
Aggregate Intrinsic Value,Granted | $ | 0 | |
Aggregate Intrinsic Value,Exercised | $ | 9 | |
Aggregate Intrinsic Value, Outstanding as of September 30, 2021 | $ | 1,521 | $ 6,522 |
Aggregate Intrinsic Value, Vested and expected to vest at September 30, 2021 | $ | $ 0 |
Stock_Equity-Based Compensati_6
Stock/Equity-Based Compensation - Summary of Stock-Based Compensation Expense (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 [Line Items] | ||||
Total Stock-based compensation expense | $ 1,292 | $ 694 | $ 3,958 | $ 1,766 |
Research and Development [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total Stock-based compensation expense | 320 | 154 | 1,066 | 529 |
General and Administrative [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total Stock-based compensation expense | $ 972 | $ 540 | $ 2,892 | $ 1,237 |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of Basic and Diluted Net Loss per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator: | ||||||||
Net loss | $ (9,956) | $ (10,454) | $ (8,682) | $ (6,385) | $ (6,972) | $ (7,465) | $ (29,092) | $ (20,822) |
Gain on extinguishment of Class B preferred units | $ 6,697 | |||||||
Net loss applicable to common shareholders | $ (9,956) | $ (6,385) | $ (29,092) | $ (14,125) | ||||
Denominator: | ||||||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 10,304,775 | 2,159,403 | 10,239,502 | 2,155,276 | ||||
Net loss per share/unit, basic and diluted | $ (0.97) | $ (2.96) | $ (2.84) | $ (6.55) | ||||
Class B Preferred Units [Member] | ||||||||
Numerator: | ||||||||
Gain on extinguishment of Class B preferred units | $ 6,697 |
Net Loss per Share - Schedule_2
Net Loss per Share - Schedule of Antidilutive Securities Excluded from Computation of Diluted Weighted-average Shares Outstanding (Detail) - shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities outstanding | 1,882,430 | 1,063,988 |
Options to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities outstanding | 1,782,444 | 964,002 |
Warrants to purchase common stock or shares convertible into common stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities outstanding | 99,986 | 99,986 |
Leases - Additional Information
Leases - Additional Information (Detail) | Jan. 07, 2021 | Dec. 22, 2020USD ($)ft² | May 23, 2020USD ($) | May 01, 2020USD ($) | Feb. 29, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($) |
Operating Lease, Right-of-Use Asset | ||||||||
Operating Lease, Right-of-Use Asset | $ 19,864,000 | $ 19,864,000 | $ 23,678,000 | |||||
License term | 3 years | |||||||
Operating lease assets | 19,864,000 | 19,864,000 | $ 23,678,000 | |||||
Moma Therapeutics Inc [Member] | ||||||||
Operating Lease, Right-of-Use Asset | ||||||||
Lessee, operating sub lease, term of contract | 18 months | |||||||
Operating sub lease, cost | 500,000 | 1,500,000 | ||||||
Sublease Income | $ 500,000 | $ 1,300,000 | ||||||
Old Premises Cambridge [Member] | ||||||||
Operating Lease, Right-of-Use Asset | ||||||||
Operating Lease, Right-of-Use Asset | $ 100,000 | |||||||
Increase (decrease) in operating lease liability | (100,000) | |||||||
Lease expiration date | May 1, 2020 | |||||||
Operating lease assets | $ 100,000 | |||||||
New Premises Boston [Member] | ||||||||
Operating Lease, Right-of-Use Asset | ||||||||
Operating Lease, Right-of-Use Asset | $ 10,600,000 | |||||||
Increase (decrease) in operating lease liability | 10,200,000 | |||||||
Percentage of escalation of License fee | 3.00% | |||||||
Total Amount of License fee | $ 12,000,000 | |||||||
Operating lease assets | $ 10,600,000 | |||||||
Merger Laboratory Boston [Member] | ||||||||
Operating Lease, Right-of-Use Asset | ||||||||
Operating lease, initial term | 10 years | 10 years | ||||||
Operating lease, option to extend additional term | 7 years | 7 years | ||||||
Operating Lease, Right-of-Use Asset | $ 10,200,000 | |||||||
Increase (decrease) in operating lease liability | $ 10,200,000 | |||||||
Number of Square Feet | ft² | 30,000 | |||||||
Operating lease, payments | $ 14,200,000 | |||||||
Operating lease assets | 10,200,000 | |||||||
Merger Laboratory Boston [Member] | Portion of Excess Merger Purchase Price [Member] | ||||||||
Operating Lease, Right-of-Use Asset | ||||||||
Operating Lease, Right-of-Use Asset | 1,900,000 | |||||||
Operating lease assets | 1,900,000 | |||||||
Merger Laboratory Boston [Member] | Value Attributable to Below Market Lease [Member] | ||||||||
Operating Lease, Right-of-Use Asset | ||||||||
Operating Lease, Right-of-Use Asset | 3,100,000 | |||||||
Operating lease assets | $ 3,100,000 | |||||||
Maximum [Member] | Moma Therapeutics Inc [Member] | ||||||||
Operating Lease, Right-of-Use Asset | ||||||||
Operating leases, rent expense, sublease rentals | $ 1,997,520 | |||||||
Maximum [Member] | Old Premises Cambridge [Member] | ||||||||
Operating Lease, Right-of-Use Asset | ||||||||
Operating leases, rent expense | $ 100,000 | |||||||
Minimum [Member] | Moma Therapeutics Inc [Member] | ||||||||
Operating Lease, Right-of-Use Asset | ||||||||
Operating leases, rent expense, sublease rentals | $ 1,939,340 |
Leases - Summary of lease cost
Leases - Summary of lease cost (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Lease cost | ||
Operating lease cost | $ 4,721 | $ 2,085 |
Variable lease cost | 458 | 244 |
Finance lease cost, amortization of lease assets | 133 | 280 |
Finance lease cost, interest on lease liabilities | 6 | 16 |
Total finance lease cost | $ 139 | $ 296 |
Leases - Summary of supplementa
Leases - Summary of supplemental disclosure of cash flow information related to leases (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Schedule of Supplemental disclosure of cash flow information related to leases [Abstract] | ||
Cash paid for amounts included in the measurement of operating lease liabilities (operating cash flows) | $ 4,484 | $ 1,428 |
Cash paid for amounts included in the measurement of finance lease liabilities (operating cash flows) | 6 | 16 |
Cash paid for amounts included in the measurement of finance lease liabilities (financing cash flows) | 140 | 264 |
Operating lease liabilities arising from obtaining right-of-use assets | 0 | 10,219 |
Finance lease liabilities arising from obtaining right-of-use assets | $ 0 | $ 0 |
Leases - Schedule of weighted-a
Leases - Schedule of weighted-average remaining lease term and discount rate (Detail) | Sep. 30, 2021 | Sep. 30, 2020 |
Schedule of weighted average remaining lease term and discount rate [Abstract] | ||
Weighted-average remaining lease term (in years) used for Operating leases | 5 years 5 months 19 days | 2 years 6 months 29 days |
Weighted-average remaining lease term (in years) used for Finance leases | 11 months 26 days | 9 months 29 days |
Weighted-average discount rate for Operating leases | 9.10% | 8.80% |
Weighted-average discount rate used for Finance leases | 5.59% | 6.90% |
Leases - Summary of future annu
Leases - Summary of future annual Operating lease payments (Detail) $ in Thousands | Sep. 30, 2021USD ($) |
Operating Leases | |
2021 | $ 1,514 |
2022 | 6,173 |
2023 | 2,977 |
2024 | 1,931 |
2025 | 1,985 |
Thereafter | 4,840 |
Total future lease payments | 19,420 |
Less: Imputed interest | (3,773) |
Total lease liabilities | 15,647 |
Finance Leases | |
2021 | 26 |
2022 | 50 |
2023 | 0 |
2024 | 0 |
2025 | 0 |
Thereafter | 0 |
Total future lease payments | 76 |
Less: Imputed interest | (2) |
Total lease liabilities | $ 74 |
Leases - Summary of table pres
Leases - Summary of table presents lease assets and liabilities and their classification on the condensed consolidated balance sheet (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Assets: | ||
Operating lease assets | $ 19,864 | $ 23,678 |
Finance lease assets | 66 | |
Total leased assets | 19,930 | |
Current: | ||
Operating lease liabilities | 4,909 | 4,468 |
Finance lease liabilities | 65 | 166 |
Non-current: | ||
Operating lease liabilities | 10,738 | 14,479 |
Finance lease liabilities | 9 | $ 48 |
Total lease liabilities | $ 15,721 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Long-term Purchase Commitment [Line Items] | ||
Period of agreement | 9 months | |
Contingent Value Rights Agreement [Member] | Shareholder Representative Series LLC [Member] | ||
Long-term Purchase Commitment [Line Items] | ||
Business combination contingent consideration agreement | $ 0 | $ 0 |
Whitehead Institute for Biomedical Research [Member] | ||
Long-term Purchase Commitment [Line Items] | ||
Common unit issued | 300,000 | |
Common Unit, Issuance Value | $ 800 | |
Whitehead Institute for Biomedical Research [Member] | Maximum [Member] | ||
Long-term Purchase Commitment [Line Items] | ||
Payment of license fees | 100 | |
Annual cost maintenance | 100 | |
Whitehead Institute for Biomedical Research [Member] | Maximum [Member] | Developmental and Regulatory [Member] | First Two Licensed Products [Member] | ||
Long-term Purchase Commitment [Line Items] | ||
Contractual Obligation | $ 1,900 |
Related Parties - Additional In
Related Parties - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Related Party Transaction [Line Items] | ||||
Related party transaction, amounts of transaction | $ 0 | $ 0 | ||
Investor [Member] | ||||
Related Party Transaction [Line Items] | ||||
Operating lease expense | $ 0.4 | |||
Amounts paid under lease agreement | $ 0.6 |