Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jun. 30, 2022 | |
Cover [Abstract] | |
Document Type | S-4 |
Amendment Flag | false |
Entity Registrant Name | YUMANITY THERAPEUTICS, INC. |
Entity Central Index Key | 0001445283 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Consolidated Balance Sheets (FY
Consolidated Balance Sheets (FY) - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 31, 2022 | Feb. 28, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||||||||
Cash and cash equivalents | $ 11,846 | $ 35,102 | $ 47,400 | $ 80,819 | ||||
Marketable securities | 0 | 1,399 | 4,498 | |||||
Accounts receivable | 0 | 5,000 | ||||||
Restricted cash, current | 828 | 0 | ||||||
Prepaid expenses and other current assets | 1,854 | 1,207 | 2,264 | |||||
Total current assets | 14,528 | 42,708 | 87,581 | |||||
Property and equipment, net | 60 | 387 | 874 | |||||
Operating lease right-of-use assets | 831 | $ 3,200 | 18,543 | 23,678 | ||||
Deposits | 0 | 366 | 386 | |||||
Restricted cash | 50 | 928 | 2,066 | |||||
Assets held-for-sale | 0 | 250 | ||||||
Total assets | 15,469 | 62,932 | 114,835 | |||||
Current liabilities: | ||||||||
Accounts payable | 1,599 | 1,839 | 7,384 | |||||
Accrued expenses and other current liabilities | 2,422 | 4,846 | 7,851 | |||||
Current portion of long-term debt | 0 | 5,805 | 2,891 | |||||
Operating lease liabilities | 559 | 5,064 | 4,468 | |||||
Current portion of finance lease obligation | 0 | 48 | 166 | |||||
Short-term borrowings | 578 | 0 | ||||||
Deferred revenue | 2,381 | 5,061 | 8,104 | |||||
Total current liabilities | 7,539 | 22,663 | 30,864 | |||||
Long-term debt, net of discount and current portion | 0 | 7,357 | 13,237 | |||||
Operating lease liabilities, net of current portion | 0 | 9,415 | 14,479 | |||||
Finance lease obligation, net of current portion | 0 | 48 | ||||||
Total liabilities | 7,539 | 39,435 | 58,628 | |||||
Commitments and contingencies (Note 12) | ||||||||
Stockholders' equity/Members' deficit: | ||||||||
Preferred stock, $0.001 par value; 5,000,000 shares authorized; no shares issued and outstanding as of December 31, 2021 and 2020, respectively | 0 | 0 | 0 | |||||
Common stock, $0.001 par value; 125,000,000 shares authorized; 10,644,714 shares and 10,193,831 shares issued and outstanding as of December 31, 2021 and 2020, respectively | 11 | 11 | 10 | |||||
Additional paid-in capital | 213,458 | 210,799 | 204,007 | |||||
Accumulated deficit | (205,539) | (187,313) | $ (156,492) | (147,810) | ||||
Total stockholders' equity | 7,930 | $ 11,703 | 23,497 | $ 41,107 | $ 48,932 | 56,207 | $ (91,900) | |
Total liabilities and stockholders' equity | $ 15,469 | $ 62,932 | $ 114,835 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (FY) (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 125,000,000 | 125,000,000 | 125,000,000 |
Common stock, shares issued | 10,842,945 | 10,644,714 | 10,193,831 |
Common stock, shares outstanding | 10,842,945 | 10,644,714 | 10,193,831 |
Consolidated Statements of Oper
Consolidated Statements of Operations (FY) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Collaboration revenue | $ 8,044 | $ 6,896 |
Operating expenses: | ||
Research and development | 26,410 | 22,310 |
General and administrative | 20,379 | 11,881 |
In-process research and development assets acquired | 0 | 28,336 |
Total operating expenses | 46,789 | 62,527 |
Loss from operations | (38,745) | (55,631) |
Other income (expense): | ||
Change in fair value of preferred unit warrant liability | 0 | 72 |
Interest Expense | (1,817) | (1,900) |
Interest income and other income (expense), net | (75) | (28) |
Gain on debt extinguishment | 1,134 | 0 |
Total other income (expense), net | (758) | (1,856) |
Net loss | (39,503) | (57,487) |
Gain on extinguishment of Class B preferred units | 0 | 6,697 |
Net loss applicable to common shareholders | $ (39,503) | $ (50,790) |
Net loss per share, basic | $ (3.84) | $ (21.57) |
Net loss per share, diluted | $ (3.84) | $ (21.57) |
Weighted Average Number of Shares Outstanding, Basic | 10,283,172 | 2,354,143 |
Weighted Average Number of Shares Outstanding, Diluted | 10,283,172 | 2,354,143 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss (FY) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||||||
Net loss | $ (4,845) | $ (13,381) | $ (10,454) | $ (8,682) | $ (18,226) | $ (19,136) | $ (39,503) | $ (57,487) |
Other comprehensive loss: | ||||||||
Unrealized gains on marketable securities, net of tax of $0 | 0 | 0 | 0 | 0 | 0 | 0 | ||
Comprehensive loss | $ (4,845) | $ (10,454) | $ (18,226) | $ (19,136) | $ (39,503) | $ (57,487) |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Loss (FY) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||||
Unrealized gain on marketable securities, net of tax | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Consolidated Statements of Pref
Consolidated Statements of Preferred Units and Stockholders' Equity (Deficit) (FY) - USD ($) $ in Thousands | Total | Merger [Member] | Class B Preferred Units [Member] | Preferred Units [Member] | Preferred Units [Member] Class C Preferred Units [Member] | Preferred Units [Member] Class B Preferred Units [Member] | Common Units [Member] | Defaulting Class B Preferred Units [Member] Class B Preferred Units [Member] | Common Stock [Member] | Common Stock [Member] Merger [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] Merger [Member] | Accumulated Other Comprehensive Gain (Loss) [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member] Class B Preferred Units [Member] | Yumanity Holdings LLC [Member] | Yumanity Holdings LLC [Member] Preferred Units [Member] | Yumanity Holdings LLC [Member] Common Units [Member] | Yumanity Holdings LLC [Member] Defaulting Class B Preferred Units [Member] | Yumanity Holdings LLC [Member] Common Stock [Member] | Yumanity Holdings LLC [Member] Additional Paid-in Capital [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 | |||||||||||||||||||
Forfeiture of unvested incentive units, shares | (790) | ||||||||||||||||||||
Stock/equity-based compensation expense | 2,266 | $ 2,266 | |||||||||||||||||||
Gain on extinguishment of Ordinary Class B preferred units | $ 6,697 | $ (6,697) | $ 6,697 | ||||||||||||||||||
Exchange of common stock in connection with the Merger | $ 60,130 | $ 3 | $ 60,127 | ||||||||||||||||||
Exchange of common stock in connection with the Merger, shares | 2,708,537 | ||||||||||||||||||||
Fair value of replacement equity | 471 | $ 471 | |||||||||||||||||||
Reclassification of warrant liability to permanent equity | 189 | 189 | |||||||||||||||||||
Issuance of common stock, net of issuance costs | $ 21,235 | ||||||||||||||||||||
Issuance of common stock, net of issuance costs, shares | 5,404,588 | ||||||||||||||||||||
Exchange of Units, Value | $ 103,949 | $ 4 | $ 104,233 | ||||||||||||||||||
Exchange of Units, Number | 3,745,983 | ||||||||||||||||||||
Exchange of Units, Value | $ (103,949) | $ (288) | |||||||||||||||||||
Exchange of Units, Number | (16,959,370) | (836,319) | |||||||||||||||||||
Exchange of Units, Number | (836,319) | 836,319 | (2,162,309) | 2,278,450 | |||||||||||||||||
Exchange of Units, Value | 288 | $ (288) | $ 288 | $ (7,386) | $ 2 | $ 7,384 | |||||||||||||||
Private placement of common stock, net of issuance costs of $1,996 | 31,604 | $ 1 | 31,603 | ||||||||||||||||||
Private placement of common stock, net of issuance costs of $1,996, shares | 1,460,861 | ||||||||||||||||||||
Net loss | (57,487) | (57,487) | |||||||||||||||||||
Ending balance at Dec. 31, 2020 | 56,207 | $ 10 | 204,007 | $ 0 | (147,810) | ||||||||||||||||
Ending 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 | 0 | (156,492) | ||||||||||||||||
Ending balance, shares at Mar. 31, 2021 | 10,193,831 | ||||||||||||||||||||
Beginning balance at Dec. 31, 2020 | 56,207 | $ 10 | 204,007 | 0 | (147,810) | ||||||||||||||||
Beginning balance, shares at Dec. 31, 2020 | 10,193,831 | ||||||||||||||||||||
Net loss | (19,136) | ||||||||||||||||||||
Ending balance at Jun. 30, 2021 | 41,107 | $ 10 | 208,043 | 0 | (166,946) | ||||||||||||||||
Ending balance, shares at Jun. 30, 2021 | 10,282,046 | ||||||||||||||||||||
Beginning balance at Dec. 31, 2020 | 56,207 | $ 10 | 204,007 | 0 | (147,810) | ||||||||||||||||
Beginning balance, shares at Dec. 31, 2020 | 10,193,831 | ||||||||||||||||||||
Stock/equity-based compensation expense | $ 5,290 | 5,290 | |||||||||||||||||||
Exercises of common stock options, shares | 9,241 | 9,241 | |||||||||||||||||||
Exercises of common stock options | $ 84 | 84 | |||||||||||||||||||
Vesting of restricted stock unit, shares | 23,146 | ||||||||||||||||||||
Issuance of restricted stock awards | $ 1 | (1) | |||||||||||||||||||
Issuance of restricted stock awards, shares | 305,663 | ||||||||||||||||||||
Gain on extinguishment of Ordinary Class B preferred units | $ 0 | ||||||||||||||||||||
Issuance of common stock, net of issuance costs | 1,419 | 1,419 | |||||||||||||||||||
Issuance of common stock, net of issuance costs, shares | 112,833 | ||||||||||||||||||||
Net loss | (39,503) | (39,503) | |||||||||||||||||||
Ending balance at Dec. 31, 2021 | 23,497 | $ 11 | 210,799 | 0 | (187,313) | ||||||||||||||||
Ending balance, shares at Dec. 31, 2021 | 10,644,714 | ||||||||||||||||||||
Beginning balance at Mar. 31, 2021 | 48,932 | $ 10 | 205,414 | 0 | (156,492) | ||||||||||||||||
Beginning balance, shares at Mar. 31, 2021 | 10,193,831 | ||||||||||||||||||||
Stock/equity-based compensation expense | 1,259 | 1,259 | |||||||||||||||||||
Exercises of common stock options, shares | 6,083 | ||||||||||||||||||||
Exercises of common stock options | 57 | 57 | |||||||||||||||||||
Issuance of common stock, net of issuance costs | 1,313 | 1,313 | |||||||||||||||||||
Issuance of common stock, net of issuance costs, shares | 82,132 | ||||||||||||||||||||
Net loss | (10,454) | (10,454) | |||||||||||||||||||
Ending balance at Jun. 30, 2021 | 41,107 | $ 10 | 208,043 | 0 | (166,946) | ||||||||||||||||
Ending balance, shares at Jun. 30, 2021 | 10,282,046 | ||||||||||||||||||||
Beginning balance at Dec. 31, 2021 | 23,497 | $ 11 | 210,799 | 0 | (187,313) | ||||||||||||||||
Beginning balance, shares at Dec. 31, 2021 | 10,644,714 | ||||||||||||||||||||
Stock/equity-based compensation expense | 1,204 | 1,204 | |||||||||||||||||||
Vesting of restricted stock unit, shares | 17,624 | ||||||||||||||||||||
Issuance of common stock, net of issuance costs | 383 | 383 | |||||||||||||||||||
Issuance of common stock, net of issuance costs, shares | 216,332 | ||||||||||||||||||||
Net loss | (13,381) | (13,381) | |||||||||||||||||||
Ending balance at Mar. 31, 2022 | 11,703 | $ 11 | 212,386 | 0 | (200,694) | ||||||||||||||||
Ending balance, shares at Mar. 31, 2022 | 10,846,740 | ||||||||||||||||||||
Beginning balance at Dec. 31, 2021 | $ 23,497 | $ 11 | 210,799 | 0 | (187,313) | ||||||||||||||||
Beginning balance, shares at Dec. 31, 2021 | 10,644,714 | ||||||||||||||||||||
Exercises of common stock options, shares | 0 | ||||||||||||||||||||
Net loss | $ (18,226) | ||||||||||||||||||||
Ending balance at Jun. 30, 2022 | 7,930 | $ 11 | 213,458 | 0 | (205,539) | ||||||||||||||||
Ending balance, shares at Jun. 30, 2022 | 10,842,945 | ||||||||||||||||||||
Beginning balance at Mar. 31, 2022 | 11,703 | $ 11 | 212,386 | 0 | (200,694) | ||||||||||||||||
Beginning balance, shares at Mar. 31, 2022 | 10,846,740 | ||||||||||||||||||||
Stock/equity-based compensation expense | 1,072 | 1,072 | |||||||||||||||||||
Net loss | (4,845) | (4,845) | |||||||||||||||||||
Ending balance at Jun. 30, 2022 | $ 7,930 | $ 11 | $ 213,458 | $ 0 | $ (205,539) | ||||||||||||||||
Ending balance, shares at Jun. 30, 2022 | 10,842,945 |
Consolidated Statements of Pr_2
Consolidated Statements of Preferred Units and Stockholders' Equity (Deficit) (FY) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Class C Preferred Units [Member] | ||
Stock Issuance Costs | $ 388 | |
Common Stock [Member] | ||
Stock Issuance Costs | $ 44 | $ 1,996 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (FY) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (39,503) | $ (57,487) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Non-cash expense for in-process research and development acquired | 0 | 28,336 |
Depreciation and amortization expense | 631 | 770 |
Non-cash lease expense | 5,135 | 2,501 |
Stock/equity-based compensation expense | 5,290 | 2,266 |
Other non-cash expense | 58 | 0 |
Accretion of discounts on marketable securities | (9) | (6) |
Non-cash interest expense | 527 | 535 |
Gain on debt extinguishment | (1,134) | 0 |
Change in fair value of preferred unit warrant liability | 0 | (72) |
Loss on assets held-for-sale | 63 | |
(Gain) on sale of property and equipment | 0 | (2) |
Changes in operating assets and liabilities, excluding the effect of acquisition: | ||
Accounts receivable | (5,000) | |
Prepaid expenses and other current assets | 1,057 | (1,497) |
Deposits | 20 | (346) |
Operating lease liabilities | (4,468) | (1,688) |
Accounts payable | (5,545) | 2,802 |
Accrued expenses and other current liabilities | (2,994) | (2,154) |
Deferred revenue | (3,043) | 8,104 |
Net cash used in operating activities | (48,915) | (17,938) |
Cash flows from investing activities: | ||
Purchases of marketable securities | (11,267) | (4,495) |
Proceeds from sales and maturities of marketable securities | 14,375 | 1,350 |
Purchases of property and equipment | (138) | (246) |
Proceeds from assets held-for-sale | 123 | |
Proceeds from sale of property and equipment | 13 | |
Cash, cash equivalents, and restricted cash acquired in connection with the Merger | 35,939 | |
Merger transaction costs | (1,520) | |
Net cash provided by (used in) investing activities | 3,093 | 31,041 |
Cash flows from financing activities: | ||
Proceeds from issuance of Class C preferred units, net of offering costs paid | 21,235 | |
Proceeds from private placement of common stock, net of issuance costs | 33,597 | |
Proceeds from Paycheck Protection Program loan | 1,123 | |
Proceeds from at the market offering, net of issuance costs | 1,419 | |
Proceeds from exercise of stock options | 84 | |
Payments of principal portion of long-term debt | (2,267) | |
Payments of debt issuance costs related to long-term debt | (103) | (72) |
Payments of finance lease obligations | (166) | (347) |
Net cash provided by (used in) financing activities | (1,033) | 55,536 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (46,855) | 68,639 |
Cash, cash equivalents and restricted cash at beginning of period | 82,885 | 14,246 |
Cash, cash equivalents and restricted cash at end of period | 36,030 | 82,885 |
Supplemental cash flow information: | ||
Cash paid for interest | 1,298 | 1,287 |
Supplemental disclosure of noncash investing and financing activities: | ||
Additions to property and equipment under finance lease | 102 | |
Merger transaction costs included in accounts payable and accrued expenses | 1,169 | |
Offering costs included in accounts payable | 1,993 | |
Operating lease liabilities arising from obtaining right-of-use assets | 0 | 10,219 |
Fair value of net assets acquired in the Merger, excluding cash, cash equivalents and restricted cash acquired | 24,662 | |
Conversion of preferred units to common stock | 104,237 | |
Conversion of preferred unit warrants into common stock warrants | $ 189 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Q2) - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 31, 2022 | Feb. 28, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||||||||
Cash and cash equivalents | $ 11,846 | $ 35,102 | $ 47,400 | $ 80,819 | ||||
Marketable securities | 0 | 1,399 | 4,498 | |||||
Accounts receivable | 0 | 5,000 | ||||||
Restricted cash, current | 828 | 0 | ||||||
Prepaid expenses and other current assets | 1,854 | 1,207 | 2,264 | |||||
Total current assets | 14,528 | 42,708 | 87,581 | |||||
Property and equipment, net | 60 | 387 | 874 | |||||
Operating lease right-of-use assets | 831 | $ 3,200 | 18,543 | 23,678 | ||||
Deposits | 0 | 366 | 386 | |||||
Restricted cash | 50 | 928 | 2,066 | |||||
Assets held-for-sale | 0 | 250 | ||||||
Total assets | 15,469 | 62,932 | 114,835 | |||||
Current liabilities: | ||||||||
Accounts payable | 1,599 | 1,839 | 7,384 | |||||
Accrued expenses and other current liabilities | 2,422 | 4,846 | 7,851 | |||||
Current portion of long-term debt | 0 | 5,805 | 2,891 | |||||
Operating lease liabilities | 559 | 5,064 | 4,468 | |||||
Current portion of finance lease obligation | 0 | 48 | 166 | |||||
Short-term borrowings | 578 | 0 | ||||||
Deferred revenue | 2,381 | 5,061 | 8,104 | |||||
Total current liabilities | 7,539 | 22,663 | 30,864 | |||||
Long-term debt, net of discount and current portion | 0 | 7,357 | 13,237 | |||||
Operating lease liabilities, net of current portion | 0 | 9,415 | 14,479 | |||||
Finance lease obligation, net of current portion | 0 | 48 | ||||||
Total liabilities | 7,539 | 39,435 | 58,628 | |||||
Commitments and contingencies (Note 11) | ||||||||
Stockholders' equity/(deficit): | ||||||||
Preferred stock, $0.001 par value; 5,000,000 shares authorized; no shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively | 0 | 0 | 0 | |||||
Common stock, $0.001 par value; 125,000,000 shares authorized; 10,842,945 shares and 10,644,714 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively | 11 | 11 | 10 | |||||
Additional paid-in capital | 213,458 | 210,799 | 204,007 | |||||
Accumulated deficit | (205,539) | (187,313) | $ (156,492) | (147,810) | ||||
Total stockholders' equity | 7,930 | $ 11,703 | 23,497 | $ 41,107 | $ 48,932 | 56,207 | $ (91,900) | |
Total liabilities and stockholders' equity | $ 15,469 | $ 62,932 | $ 114,835 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Q2) (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 125,000,000 | 125,000,000 | 125,000,000 |
Common stock, shares issued | 10,842,945 | 10,644,714 | 10,193,831 |
Common stock, shares outstanding | 10,842,945 | 10,644,714 | 10,193,831 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Q2) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Collaboration revenue | $ 1,657 | $ 2,114 | $ 2,679 | $ 5,646 |
Operating expenses: | ||||
Research and development | 1,141 | 7,327 | 6,037 | 14,106 |
General and administrative | 5,557 | 4,712 | 10,382 | 10,764 |
Impairment loss | 0 | 0 | 3,901 | 0 |
Total operating expenses | 6,698 | 12,039 | 20,320 | 24,870 |
Loss from operations | (5,041) | (9,925) | (17,641) | (19,224) |
Other income (expense): | ||||
Interest Expense | (7) | (463) | (217) | (951) |
Interest income and other income (expense), net | 203 | (66) | (168) | (95) |
(Loss) gain on debt extinguishment | 0 | 0 | (200) | 1,134 |
Total other income (expense), net | 196 | (529) | (585) | 88 |
Net loss | (4,845) | (10,454) | (18,226) | (19,136) |
Net loss applicable to common shareholders | $ (4,845) | $ (10,454) | $ (18,226) | $ (19,136) |
Net loss per share, basic | $ (0.45) | $ (1.03) | $ (1.69) | $ (1.88) |
Net loss per share, diluted | $ (0.45) | $ (1.03) | $ (1.69) | $ (1.88) |
Weighted average common shares outstanding, basic | 10,847,734 | 10,195,608 | 10,800,473 | 10,194,474 |
Weighted average common shares outstanding, diluted | 10,847,734 | 10,195,608 | 10,800,473 | 10,194,474 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Q2) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||||||
Net loss | $ (4,845) | $ (13,381) | $ (10,454) | $ (8,682) | $ (18,226) | $ (19,136) | $ (39,503) | $ (57,487) |
Other comprehensive income: | ||||||||
Unrealized gains on marketable securities, net of tax of $0 | 0 | 0 | 0 | 0 | 0 | 0 | ||
Comprehensive loss | $ (4,845) | $ (10,454) | $ (18,226) | $ (19,136) | $ (39,503) | $ (57,487) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Loss (Q2) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||||
Unrealized gain on marketable securities, net of tax | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity (Q2) - USD ($) $ in Thousands | Total | Preferred Units [Member] | Common Units [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Gain (Loss) [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 | |||||
Forfeiture of unvested incentive units, shares | (790) | ||||||
Stock/equity-based compensation expense | 2,266 | $ 2,266 | |||||
Net loss | (57,487) | (57,487) | |||||
Ending balance at Dec. 31, 2020 | 56,207 | $ 10 | $ 204,007 | $ 0 | (147,810) | ||
Ending 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 | 0 | (156,492) | ||
Ending balance, shares at Mar. 31, 2021 | 10,193,831 | ||||||
Beginning balance at Dec. 31, 2020 | 56,207 | $ 10 | 204,007 | 0 | (147,810) | ||
Beginning balance, shares at Dec. 31, 2020 | 10,193,831 | ||||||
Net loss | (19,136) | ||||||
Ending balance at Jun. 30, 2021 | 41,107 | $ 10 | 208,043 | 0 | (166,946) | ||
Ending balance, shares at Jun. 30, 2021 | 10,282,046 | ||||||
Beginning balance at Dec. 31, 2020 | 56,207 | $ 10 | 204,007 | 0 | (147,810) | ||
Beginning balance, shares at Dec. 31, 2020 | 10,193,831 | ||||||
Exercises of common stock options | $ 84 | 84 | |||||
Exercises of common stock options, shares | 9,241 | 9,241 | |||||
Vesting of restricted stock unit, shares | 23,146 | ||||||
Vesting of restricted stock units (in shares) | 305,663 | ||||||
Stock/equity-based compensation expense | $ 5,290 | 5,290 | |||||
Issuance of common stock, net of issuance costs, shares | 112,833 | ||||||
Issuance of common stock, net of issuance costs | 1,419 | 1,419 | |||||
Net loss | (39,503) | (39,503) | |||||
Ending balance at Dec. 31, 2021 | 23,497 | $ 11 | 210,799 | 0 | (187,313) | ||
Ending balance, shares at Dec. 31, 2021 | 10,644,714 | ||||||
Beginning balance at Mar. 31, 2021 | 48,932 | $ 10 | 205,414 | 0 | (156,492) | ||
Beginning balance, shares at Mar. 31, 2021 | 10,193,831 | ||||||
Exercises of common stock options | 57 | 57 | |||||
Exercises of common stock options, shares | 6,083 | ||||||
Stock/equity-based compensation expense | 1,259 | 1,259 | |||||
Issuance of common stock, net of issuance costs, shares | 82,132 | ||||||
Issuance of common stock, net of issuance costs | 1,313 | 1,313 | |||||
Net loss | (10,454) | (10,454) | |||||
Ending balance at Jun. 30, 2021 | 41,107 | $ 10 | 208,043 | 0 | (166,946) | ||
Ending balance, shares at Jun. 30, 2021 | 10,282,046 | ||||||
Beginning balance at Dec. 31, 2021 | 23,497 | $ 11 | 210,799 | 0 | (187,313) | ||
Beginning balance, shares at Dec. 31, 2021 | 10,644,714 | ||||||
Vesting of restricted stock unit, shares | 17,624 | ||||||
Stock/equity-based compensation expense | 1,204 | 1,204 | |||||
Forfeiture of restricted stock awards, Shares | (31,930) | ||||||
Issuance of common stock, net of issuance costs, shares | 216,332 | ||||||
Issuance of common stock, net of issuance costs | 383 | 383 | |||||
Net loss | (13,381) | (13,381) | |||||
Ending balance at Mar. 31, 2022 | 11,703 | $ 11 | 212,386 | 0 | (200,694) | ||
Ending balance, shares at Mar. 31, 2022 | 10,846,740 | ||||||
Beginning balance at Dec. 31, 2021 | $ 23,497 | $ 11 | 210,799 | 0 | (187,313) | ||
Beginning balance, shares at Dec. 31, 2021 | 10,644,714 | ||||||
Exercises of common stock options, shares | 0 | ||||||
Net loss | $ (18,226) | ||||||
Ending balance at Jun. 30, 2022 | 7,930 | $ 11 | 213,458 | 0 | (205,539) | ||
Ending balance, shares at Jun. 30, 2022 | 10,842,945 | ||||||
Beginning balance at Mar. 31, 2022 | 11,703 | $ 11 | 212,386 | 0 | (200,694) | ||
Beginning balance, shares at Mar. 31, 2022 | 10,846,740 | ||||||
Stock/equity-based compensation expense | 1,072 | 1,072 | |||||
Forfeiture of restricted stock awards, Shares | (3,795) | ||||||
Net loss | (4,845) | (4,845) | |||||
Ending balance at Jun. 30, 2022 | $ 7,930 | $ 11 | $ 213,458 | $ 0 | $ (205,539) | ||
Ending balance, shares at Jun. 30, 2022 | 10,842,945 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Q2) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (18,226) | $ (19,136) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Net amortization of premiums (accretion of discounts) on marketable securities | (1) | (7) |
Depreciation and amortization expense | 97 | 375 |
Non-cash lease expense | 1,967 | 2,518 |
Stock/equity-based compensation expense | 2,276 | 2,666 |
Other non-cash expense | 0 | 55 |
Non-cash interest expense | 36 | 284 |
Loss (gain) on debt extinguishment | 200 | (1,134) |
Impairment of right-of-use asset | 3,901 | 0 |
Loss on sale of property and equipment | 20 | 63 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (5,000) | |
Prepaid expenses and other current assets | (668) | (164) |
Deposits | 366 | |
Operating lease liabilities | (2,076) | (2,157) |
Accounts payable | (240) | (5,573) |
Accrued expenses and other current liabilities | (3,090) | (4,047) |
Deferred revenue | (2,680) | (5,646) |
Net cash used in operating activities | (13,118) | (31,903) |
Cash flows from investing activities: | ||
Purchases of marketable securities | 0 | (9,869) |
Proceeds from sales and maturities of marketable securities | 1,400 | 6,075 |
Purchases of property and equipment | (53) | (90) |
Proceeds from sale of property and equipment | 263 | |
Net cash provided by (used in) investing activities | 1,610 | (3,884) |
Cash flows from financing activities: | ||
Proceeds from at the market offering | 383 | 1,313 |
Proceeds from exercise of stock options | 0 | 57 |
Proceeds from issuance of short-term borrowings | 1,742 | |
Payments of principal portion of long-term debt | (929) | |
Payments of final payoff of long term debt | (11,803) | |
Payments of debt issuance costs related to long-term debt | 0 | (103) |
Payments of short-term borrowings | (1,164) | |
Payments of finance lease obligations | (27) | (108) |
Net cash provided by (used in) financing activities | (11,798) | 1,159 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (23,306) | (34,628) |
Cash, cash equivalents and restricted cash at beginning of period | 36,030 | 82,885 |
Cash, cash equivalents and restricted cash at end of period | 12,724 | 48,257 |
Supplemental cash flow information: | ||
Cash paid for interest | $ 400 | $ 660 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation (FY) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 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 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. Exploration of Strategic Alternatives and Restructuring In February 2022, the Company announced that it is exploring strategic alternatives to enhance shareholder value and engaged H.C. Wainwright as its financial advisor to assist in this process. In February 2022, the Company also began implementation of a strategic restructuring with the objective of preserving capital. As part of the restructuring, it has eliminated approximately 60% of its workforce and has taken other actions, including reducing its office and laboratory space, to reduce expenditures (see Note 5). After a comprehensive review of strategic alternatives, on June 5, 2022, Yumanity entered into a Merger Agreement (the “Merger Agreement”) with Kineta, Inc. (“Kineta”). Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, at the effective time of the Merger, Yacht Merger Sub, Inc., a wholly-owned subsidiary of Yumanity, will merge with and into Kineta (the “Merger”), with Kineta continuing as a wholly-owned subsidiary of Yumanity and the surviving corporation of the Merger. On June 5, 2022, the Company also entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Janssen Pharmaceutica NV (“Janssen”). Pursuant to the Asset Purchase Agreement and subject to the satisfaction or waiver of the conditions set forth in the Asset Purchase Agreement, at the closing of the transaction contemplated by the Asset Purchase Agreement, the Company will sell to Janssen all of the Company’s rights, title and interest in YTX-7739 as well as its unpartnered preclinical and discovery-stage product candidates including intellectual property rights, biological materials, regulatory documentation, books and records, inventory, contracts, permits, actions and rights of recovery and other properties, assets and rights related thereto (the “Purchased Assets”), and Janssen will assume certain of the Company’s liabilities, for a purchase price of $26 million in cash (the “Asset Sale”). The two transactions are expected to close in the second half of 2022, subject to customary closing conditions, including approval of both transactions by the stockholders of Yumanity. The Company expects to devote significant time and resources to the completion of the Merger and the Asset Sale. If the Merger is not completed, the Company will reconsider its strategic alternatives and may pursue one of the following courses of action, which the Company currently believes are the most likely alternatives if the Merger with Kineta is not completed: • Pursue another strategic transaction similar to the Merger • Continue to operate its business. all the risks and uncertainties involved in the development of product candidates. There is no assurance that the Company could raise sufficient capital to support these efforts, that its development efforts would be successful or that it could successfully obtain the regulatory approvals required to market any product candidate it pursued. • Dissolve and liquidate its assets The Company’s future operations are highly dependent on the success of the Merger with Kineta. Clinical and Regulatory Update In January 2022, the Food & Drug Administration (the “FDA”) placed a partial clinical hold on the Company’s future multidose clinical trials of YTX-7739 in the United States. The FDA has not halted all clinical programming and is permitting the Company’s proposed single dose formulation clinical trial to proceed. The Company has paused its previously planned studies of YTX-7739 while the partial clinical hold is pending. 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 “Proteostasis Merger Agreement”), by and among Pangolin Merger Sub, Inc., a wholly-owned subsidiary of Proteostasis (“Pangolin Merger Sub”), Yumanity Holdings, LLC (“Holdings”) and Yumanity, Inc., pursuant to which Pangolin Merger Sub merged with and into Yumanity, Inc., with Yumanity, Inc. surviving as a wholly owned subsidiary of Proteostasis (the “Proteostasis Merger”). Immediately following the Proteostasis Merger, Proteostasis changed its name to “Yumanity Therapeutics, Inc.” 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 share and per share amounts have also been adjusted to reflect the exchange ratio as described in the Proteostasis Merger Agreement. 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 Proteostasis Merger. The Company has incurred recurring losses and negative cash flows from operations since inception, including net losses of $4.8 million and $18.2 million for the three and six months ended June 30, 2022. In addition, as of June 30, 2022, the Company had an accumulated deficit of $205.5 million. The Company expects to continue to generate operating losses for the foreseeable future, although at reduced expected levels as a result of restructuring actions taken in the six months ended June 30, 2022. As further discussed above in “Exploration of Strategic Alternatives and Restructuring,” on June 5, 2022, the Company entered into the Merger Agreement with Kineta and the Asset Purchase Agreement with Janssen. There is no assurance that the Company will be successful in executing either or both transactions or obtaining sufficient funding on terms acceptable to the Company to fund continuing operations, if at all. If the Company is unable to obtain additional funding, consummate the aforementioned transactions or execute other strategic alternatives, the Company will be forced to further delay, reduce or eliminate its research and development programs or initiate steps to cease operations. As of the issuance date of the condensed consolidated financial statements for the six months ended June 30, 2022, the Company expects that, absent either strategic transaction, its cash, cash equivalents and marketable securities will be sufficient to fund its operating expenses and capital expenditure requirements early into the first quarter of 2023, which is less than twelve months from the issuance date of these condensed consolidated financial statements. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities or any other adjustments that might result from the outcome of 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 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 if and when they are re-commenced. 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 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, the Company entered into a sales agreement (the “Prior Sales Agreement”) with Jefferies LLC (“Jefferies”) with respect to an at-the-market (“ATM”) offering program under which it could have issued and sold, from time-to-time at its sole discretion, shares of its common stock, in an aggregate offering amount of up to $60.0 million. In December 2021, the Company terminated the Prior Sales Agreement and entered into a new sales agreement with Jefferies with respect to an ATM offering under which it may issue and sell, from time-to-time and at its sole discretion, shares of its common stock, in an aggregate offering amount of up to $60.0 million (the “New Sales Agreement”). Jefferies acts as the Company’s sales agent and will use commercially reasonable efforts to sell shares of common stock from time-to-time, based upon instruction by the Company. The Company will pay Jefferies up to 3% of the gross proceeds from any common stock sold through the New Sales Agreement. The Company sold 216,332 shares of common stock under the New Sales Agreement during the six months ended June 30, 2022 for aggregate net proceeds to the Company of approximately $0.4 million, after deducting sales commissions. As of June 30, 2022, $59.6 million of common stock remained available for future issuance under the New Sales Agreement, although these amounts may be limited as the Company will be subject to the general instructions of Form S-3 known as the “baby shelf rules.” Under these instructions, the amount of funds the Company can raise through primary public offerings of securities in any twelve-month period using its registration statement on Form S-3 is limited to one-third of the aggregate market value of the shares of its common stock held by non-affiliates of the Company. Therefore, the Company will be limited in the amount of proceeds it is able to raise by selling shares of its common stock using its Form S-3 until such time as its public float exceeds $75 million. | 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. Exploration of Strategic Alternatives and Restructuring In February 2022, the Company announced that it is exploring strategic alternatives to enhance shareholder value and engaged H.C. Wainwright as its exclusive financial advisor to assist in this process. No timetable has been established for the completion of this process, and the Company does not expect to disclose developments unless and until the Board of Directors has concluded that disclosure is appropriate or required. In February the Company also began implementation of a strategic restructuring with the objective of preserving capital. As part of the restructuring, it is eliminating approximately 60% of its workforce and has taken other actions, including reducing its office and laboratory space, to reduce expenditures (see Note 19). Clinical and Regulatory Update In January 2022, the U.S. Food and Drug Administration (FDA) placed a partial clinical hold on the Company’s multidose clinical trials of YTX-7739. The partial clinical hold suspends initiation of multiple dose clinical trials in the U.S. until the FDA’s questions have been addressed. The FDA has not halted all clinical programming and is permitting the Company’s planned single dose formulation clinical trial to proceed. The Company anticipates working closely with the FDA to try to adequately address their concerns. While the Company works to address the FDA’s concerns, it has paused its planned clinical study of YTX-7739 in glioblastoma multiforme patients and the exploration of additional indications. 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 equityholders own 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 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 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 issuance date of the 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 $39.5 million and $57.5 million for the years ended December 31, 2021 and 2020, respectively. In addition, as of December 31, 2021, the Company had an accumulated deficit of $187.3 million. The Company expects to continue to generate operating losses for the foreseeable future. As of the issuance date of the consolidated financial statements for the year ended December 31, 2021, the Company expects that its cash, cash equivalents and marketable securities will not be sufficient to fund its operating expenses and capital expenditure requirements for a period of twelve months from the issuance of the consolidated financial statements. The Company is currently evaluating strategic alternatives including an acquisition, merger, reverse merger, other business combination, sales of assets, licensing or other strategic transactions involving the Company. There is no assurance that the Company will be successful in executing such transaction or obtaining sufficient funding on terms acceptable to the Company to fund continuing operations, if at all. If the Company is unable to obtain additional funding or enter into strategic alternatives, the Company will be forced to further delay, reduce or eliminate its research and development programs or initiate steps to cease operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities or any other adjustments that might result from the outcome of 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 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, the Company entered into a sales agreement (the “Prior Sales Agreement”) with Jefferies LLC (“Jefferies”) with respect to an at-the-market (“ATM”) offering program under which it issued and sold, from time-to-time at its sole discretion, shares of its common stock, in an aggregate offering amount of up to $60.0 million. In December 2021, the Company terminated the Prior Sales Agreement and entered into a new sales agreement with Jefferies with respect to an ATM offering under which it may issue and sell, from time-to-time and at its sole discretion, shares of its common stock, in an aggregate offering amount of up to $60.0 million (the “New Sales Agreement”). Jefferies acts as the Company’s sales agent and will use commercially reasonable efforts to sell shares of common stock from time-to-time, based upon instruction by the Company. The Company will pay Jefferies up to 3% of the gross proceeds from any common stock sold through the New Sales Agreement. The Company sold 112,833 shares of common stock under the Prior Sales Agreement during the twelve months ended December 31, 2021 for gross proceeds of $1.5 million for aggregate net proceeds to the Company of approximately $1.4 million, after deducting sales commissions. As of December 31, 2021, $60.0 million of common stock remained available for future issuance under the New Sales Agreement, although these amounts may be limited as the Company will be subject to the general instructions of Form S-3 known as the “baby shelf rules.” Under these instructions, the amount of funds the Company can raise through primary public offerings of securities in any 12-month period using its registration statement on Form S-3 is limited to one-third of the aggregate market value of the shares of its common stock held by non-affiliates of the Company. Therefore, the Company will be limited in the amount of proceeds it is able to raise by selling shares of its common stock using its Form S-3 until such time as its public float exceeds $75 million. Private Placement On December 14, 2020, the Company entered into a subscription agreement with certain accredited investors for the sale by it in a private placement of 1,460,861 shares of its common stock for a price of $23.00 per share. The Company refers 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 its expenses, the net proceeds it received in the Private Placement were $31.6 million. |
Summary of Significant Accounti
Summary of Significant Accounting Policies (FY) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Unaudited Interim Financial Information The condensed consolidated balance sheet as of December 31, 2021 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 consolidated financial statements, as of June 30, 2022 and for the three and six months ended June 30, 2022, 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, 2021 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 24, 2022. 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 June 30, 2022 and condensed consolidated results of operations and cash flows for the three and six months ended June 30, 2022 and 2021 have been made. The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2022. The Accumulated Deficit balance as of March 31, 2021 as presented in the Condensed Consolidated Statement of Stockholders’ Equity included in the prior financial statements as of and for the period ended March 31, 2022 was incorrectly stated due to a typographical error and has been corrected in the Condensed Consolidated Statement of Stockholders’ Equity for the current period. The correct accumulated deficit number used in the Condensed Consolidated Statement of Stockholders’ Equity for the three months ended March 31, 2021 is $(156,492) instead of $(8,682). This error did not impact the unaudited condensed consolidated balance sheets, statements of cash flow, or notes to the financial statements as of, and for the three months ended March 31, 2021. The materiality of the error was assessed in accordance with the SEC’s Staff Accounting Bulletin 99 and the Company concluded that the previously issued condensed consolidated financial statements were not materially misstated. In accordance with the SEC’s Staff Accounting Bulletin 108, this immaterial error has been corrected and the revision will be presented prospectively here and in future filings. 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, 2021 and the notes thereto, are included in the Company’s Annual Report on Form 10-K that was filed with the SEC on March 24, 2022. There were no changes to significant accounting policies during the three and six months ended June 30, 2022. 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 prior to the Merger and the valuation of stock-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 and as part of the terms of its office and laboratory space lease. These amounts are classified as restricted cash in the Company’s condensed consolidated balance sheet. In December 2020, in connection with the Proteostasis 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. After forgiveness of the PPP Loan, in April 2021 the escrowed cash was released and reclassified into cash and cash equivalents. The cash pledged as collateral is classified as restricted cash in the Company’s condensed consolidated balance sheet as of June 30, 2022. Regarding the cash pledged as collateral related to the lease, because the restriction on that pledged cash is expected to lapse soon after July 31, 2022, due to the modification of the related lease (see Note 10), that amount has been presented as a current asset in the condensed consolidated balance sheet at June 30, 2022. As of June 30, 2022 and 2021, the cash and restricted cash of $12.7 million and $48.3 million, respectively, has been presented in the condensed consolidated statements of cash flows included cash and cash equivalents of $11.8 million and $47.4 million, respectively, and restricted cash of $0.9 million and $0.9 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. | 2. Summary of Significant Accounting Policies 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 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. Segment information The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. All of the Company’s tangible assets are held in the United States. Concentrations of credit risk and of significant suppliers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and marketable securities. At times the Company may maintain cash and investment balances in excess of federally insured limits. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company relies, and expects to continue to rely, on a small number of vendors to provide services, supplies and materials related to its discovery programs. These programs could be adversely affected by a significant interruption in these services or the availability of materials. Deferred financing costs The Company capitalizes certain legal and other third-party fees that are directly associated with obtaining access to capital under credit facilities. Deferred financing costs incurred in connection with obtaining access to capital are recorded in prepaid expenses and other current assets and are amortized over the term of the credit facility. Deferred financing costs related to a recognized debt liability are recorded as a reduction of the carrying amount of the debt liability and amortized to interest expense using the effective interest method over the repayment term. Cash equivalents The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. Restricted cash Amounts included in restricted cash represent amounts pledged as collateral for Company credit cards as part of the terms of the “Term Loan” (see note 8) and for its office and laboratory space lease. These amounts are classified as restricted cash (non-current) in the Company’s 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. After forgiveness of the PPP Loan, in April 2021 the escrowed cash was released and reclassified into cash and cash equivalents. The cash pledged as collateral is classified as restricted cash (non-current) in the Company’s consolidated balance sheet as of December 31, 2021. As of December 31, 2021 and 2020, the cash and restricted cash of $36.0 million and $82.9 million, respectively, presented in the consolidated statements of cash flows included cash and cash equivalents of $35.1 million and $80.8 million, respectively, and restricted cash of $0.9 million and $2.1 million, respectively. Property and equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization expense is recognized using the straight-line method over the estimated useful life of each asset as follows: Estimated Useful Life Laboratory equipment 2 - 3 years Office equipment, computers and software 2 - 5 years Furniture and fixtures 2 - 7 years Leasehold improvements Shorter of remaining term of lease or useful life Costs for capital assets not yet placed into service are capitalized as construction-in-progress and depreciated once placed into service. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is included in loss from operations. Expenditures for repairs and maintenance are charged to expense as incurred. Assets held-for-sale The Company classifies assets as held-for-sale when the following conditions are met: (1) management has committed to a plan to sell, (2) the assets are available for immediate sale in their present condition, (3) the Company has initiated an active program to identify a buyer, (4) it is probable that a sale will occur within one year, (5) the assets are actively marketed for sale at a reasonable price in relation to their current fair value, and (6) there is a low likelihood of significant changes to the plan or that the plan will be withdrawn. If all of the criteria are met as of the balance sheet date, the assets are presented separately in the consolidated balance sheet as held-for-sale at the lower of the carrying amount or fair value less costs to sell. The assets are then no longer depreciated or amortized while classified as held-for-sale. Impairment of long-lived assets The Company evaluates its long-lived assets, which consist primarily of property and equipment and right-of-use assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. The Company did not record any impairment losses on long-lived assets during the years ended December 31, 2021 or 2020. Acquisitions Acquisitions of assets or a group of assets that do not meet the definition of a business are accounted for as asset acquisitions using the cost accumulation method, whereby the cost of the acquisition, including certain transaction costs, is allocated to the assets acquired on the basis of relative fair values. No goodwill is recognized in an asset acquisition. Intangible assets that are acquired in an asset acquisition for use in research and development activities which have an alternative future use are capitalized as in-process research and development (“IPR&D”). Acquired IPR&D which has no alternative future use is recognized as research and development expense at acquisition. Contingent milestone payments associated with asset acquisitions are recognized when probable and estimable. These amounts are expensed to research and development if there is no alternative future use associated with the asset, or capitalized as an intangible asset if alternative future use of the asset exists. 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 4). 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. Marketable securities The Company’s marketable securities, which consist of debt securities, are classified as available-for-sale and are carried at fair value. Realized gains and losses are reported in other income (expense), net, within the consolidated statements of operations and comprehensive loss on a specific identification basis. The Company conducts periodic reviews to identify and evaluate each investment in the Company’s portfolio that has an unrealized loss to determine whether a credit loss exists. An unrealized loss exists when the current fair value of an individual security is less than its amortized cost basis. A credit loss is estimated by considering available information relevant to the collectability of the security and information about past events, current conditions, and reasonable and supportable forecasts. Any credit loss is recorded as a charge to other income (expense), net, not to exceed the amount of the unrealized loss. Unrealized losses other than the credit loss are recognized in accumulated other comprehensive income (loss). When determining whether a credit loss exists, the Company considers several factors, including whether the Company has the intent to sell the security or whether it is more likely than not that the Company will be required to sell the security prior to recovery of its amortized cost basis. If the Company has an intent to sell, or if it is more likely than not that the Company will be required to sell a debt security in an unrealized loss position before recovery of its amortized cost basis, the Company will write down the security to its fair value and record the corresponding charge as a component of other income (expense), net. No declines in value were deemed to be credit losses or other than temporary during the year ended December 31, 2021. Revenue recognition The Company accounts for its one collaboration arrangement, entered into in June 2020, under ASC Topic 606, Revenue From Contracts With Customers (ASC 606). For additional information on the Company’s collaboration agreement, see Note 6, Collaboration Agreement, to these consolidated financial statements. Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements within the scope of ASC 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price, including variable consideration, if any; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration to which it is entitled in exchange for the goods or services it transfers to the customer. The Company assesses the goods or services promised within each contract and determines those that are performance obligations. Arrangements that include rights to additional goods or services that are exercisable at a customer’s discretion are generally considered options. The Company assesses if these options provide a material right to the customer and if so, they are considered performance obligations. The identification of material rights requires judgments related to the determination of the value of the underlying license relative to the option exercise price, including assumptions about technical feasibility and the probability of developing a candidate that would be subject to the option rights. The exercise of a material right is accounted for as a contract modification for accounting purposes. The Company assesses whether each promised good or service is distinct for the purpose of identifying the performance obligations in the contract. This assessment involves subjective determinations and requires management to make judgments about the individual promised goods or services and whether such are separable from the other aspects of the contractual relationship. Promised goods and services are considered distinct provided that: (i) the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (that is, the good or service is capable of being distinct) and (ii) the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (that is, the promise to transfer the good or service is distinct within the context of the contract). In assessing whether a promised good or service is distinct, the Company considers factors such as the research, manufacturing and commercialization capabilities of the collaboration partner and the availability of the associated expertise in the general marketplace. The Company also considers the intended benefit of the contract in assessing whether a promised good or service is separately identifiable from other promises in the contract. If a promised good or service is not distinct, an entity is required to combine that good or service with other promised goods or services until it identifies a bundle of goods or services that is distinct. The transaction price is then determined and allocated to the identified performance obligations in proportion to their standalone selling prices (“SSP”) on a relative SSP basis. SSP is determined at contract inception and is not updated to reflect changes between contract inception and when the performance obligations are satisfied. Determining the SSP for performance obligations requires significant judgment. In developing the SSP for a performance obligation, the Company considers applicable market conditions and relevant entity- specific factors, including factors that were contemplated in negotiating the agreement with the customer and estimated costs. The Company validates the SSP for performance obligations by evaluating whether changes in the key assumptions used to determine the SSP will have a significant effect on the allocation of arrangement consideration between multiple performance obligations. If the consideration promised in a contract includes a variable amount, the Company estimates the amount of consideration to which it will be entitled in exchange for transferring the promised goods or services to a customer. The Company determines the amount of variable consideration by using the expected value method or the most likely amount method. The Company includes the unconstrained amount of estimated variable consideration in the transaction price. The amount included in the transaction price is constrained to the amount for which it is probable that a significant reversal of cumulative revenue recognized will not occur. At the end of each subsequent reporting period, the Company re-evaluates the estimated variable consideration included in the transaction price and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis in the period of adjustment. If an arrangement includes development and regulatory milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the Company’s control or the licensee’s control, such as regulatory approvals, are generally not considered probable of being achieved until those approvals are received. For arrangements with licenses of intellectual property that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes royalty revenue and sales-based milestones at the later of (i) when the related sales occur, or (ii) when the performance obligation to which the royalty has been allocated has been satisfied. The Company records amounts as accounts receivable when the right to consideration is deemed unconditional. When consideration is received, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a contract, a contract liability is recorded for deferred revenue. In determining the transaction price, the Company adjusts consideration for the effects of the time value of money if the timing of payments provides the Company with a significant benefit of financing. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the licensees and the transfer of the promised goods or services to the licensees will be one year or less. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) each performance obligation is satisfied, either at a point in time or over time, and if over time, recognition is based on the use of an output or input method. Classification and accretion of preferred units The Company’s preferred units were classified outside of stockholders’ equity(deficit) on the consolidated balance sheets because the holders of such units had redemption rights in the event of a deemed liquidation that, in certain situations, were not solely within the control of the Company. The occurrence of a deemed liquidation event was not determined to be probable in any period prior to the Merger, therefore the carrying values of the preferred units were not being accreted to their redemption values. Research and development costs Costs for research and development activities are expensed in the period in which they are incurred. Research and development expenses consist of costs incurred in performing research and development activities, including salaries and bonuses, stock/equity-based compensation, employee benefits, facilities costs, laboratory supplies, depreciation and amortization, manufacturing expenses, and external costs of vendors engaged to conduct research and preclinical development activities and clinical trials as well as the cost of licensing technology. Upfront payments under license agreements are expensed upon receipt of the license, and annual maintenance fees under license agreements are expensed in the period in which they are incurred. Milestone payments under license agreements are accrued, with a corresponding expense being recognized, in the period in which the milestone is determined to be probable of achievement and the related amount is reasonably estimable. Non-refundable advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. The prepaid amounts are expensed as the related goods are delivered or the services are performed. Research, development, and manufacturing contract costs and accruals The Company has entered into various research, development, and manufacturing contracts with research institutions and other companies. These agreements are generally cancelable, and related costs are recorded as research and development expenses as incurred. The Company records accruals for estimated ongoing research and development costs. When billing terms under these contracts do not coincide with the timing of when the work is performed, management is required to estimate the amount of outstanding obligations to those third parties as of period end. Any accrual estimates are based on a number of factors, including the Company’s knowledge of the progress towards completion of the research, development, and manufacturing activities, invoicing to date under the contracts, communication from the research institutions and other companies of any actual costs incurred during the period that have not yet been invoiced, and the costs included in the contracts. Significant judgments and estimates may be made in determining the accrued balances at the end of any reporting period. Actual results could differ from the estimates made by the Company. The historical accrual estimates made by the Company have not been materially different from the actual costs. Patent costs All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses. Stock/equity-based compensation The Company measures awards with service-based vesting or performance-based vesting granted to employees, non-employees and directors based on the fair value of the award on the date of grant. Compensation expense for the awards is recognized over the requisite service period for employees and directors and as services are delivered for non-employees, both of which are generally the vesting period of the respective award. The Company uses the straight-line method to record the expense of awards with only service-based vesting conditions. The Company uses the graded-vesting method to record the expense of awards with both service-based and performance-based vesting conditions, commencing once achievement of the performance condition becomes probable. The Company accounts for forfeitures of stock/equity-based awards as they occur. The Company classifies stock/equity-based compensation expense in its consolidated statements of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. Income taxes Prior to the Yumanity Reorganization, Holdings was organized as a Limited Liability Company and subject to the provisions of Subchapter K of the Internal Revenue Code. As such, Holdings was not viewed as a taxpaying entity in any jurisdiction and did not require a provision for income taxes. Each member was responsible for the tax liability, if any, related to its proportionate share of the member’s taxable income. The Company’s wholly owned corporate subsidiary was a taxpaying entity. After the Yumanity Reorganization, the Company and its subsidiary are both taxpaying entities. The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. Comprehensive loss Comprehensive loss is comprised of net loss and other comprehensive loss. The Company’s only elements of other comprehensive loss are unrealized gains (losses) on marketable securities. Net loss per share Basic net income (loss) per common share is computed by dividing the net income (loss) by the weighted average number of shares of common stock outstanding for the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of outstanding common stock equivalents. For periods in which the Company reported a net loss, diluted net loss per common share is the same as basic net loss per common share, since dilutive common shares are not assumed to have been issued if their affect is anti-dilutive. Leases In accordance with ASC 842, the Company determines at the inception of a contract if such arrangement is or contains a lease. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company classifies leases at the lease commencement date as operating or finance leases and records a right-of-use asset and a lease liability on the consolidated balance sheet for all leases with an initial lease term of greater than 12 months. Leases with an initial term of 12 months or less are not recorded on the balance sheet, but payments are recognized as expense on a straight-line basis over the lease term. The Company often enters into contracts that contain both lease and non-lease components. Non-lease components may include maintenance, utilities, and other operating costs. Subsequent to the Company’s adoption of ASC 842 as of January 1, 2019, the Company combines the lease and non-lease components of fixed costs in its lease arrangements as a single lease component. Variable costs, such as utilities or maintenance costs, are not included in the measurement of right-of-use assets and lease liabilities, but rather are expensed when the event determining the amount of variable consideration to be paid occurs. Lease liabilities and their corresponding right-of-use assets are recorded based on the present value of future lease payments over the expected lease term. The present value of future lease payments is determined by using the interest rate implicit in the lease if that rate is readily determinable; otherwise, the Company uses its estimated secured incremental borrowing rate for that lease term. The Company estimates its secured incremental borrowing rate for each lease based on the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. Certain of the Company’s leases include options to extend or terminate the lease. The amounts determined for the Company’s right-of-use assets and lease liabilities generally do not assume that renewal options or early-termination provisions, if any, are exercised, unless it is reasonably certain that the Company will exercise such options. Recently adopted accounting pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model. It also eliminates the concept of other- than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes may result in earlier recognition of credit losses. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments — Credit Losses, which narrowed the scope and changed the effective date for non-public entities for ASU 2016-13. The FASB subsequently issued supplemental guidance within ASU No. 2019-05, Financial Instruments — Credit Losses (Topic 326): Targeted Transition Relief (“ASU 2019-05”). ASU 2019-05 provides an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. For public entities that are Securities and Exchange Commission filers, excluding entities eligible to be smaller reporting companies, ASU 2016-13 is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. The Company adopted this standard on January 1, 2020 and the adoption had no impact on its consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12 , |
Merger Accounting (FY)
Merger Accounting (FY) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Merger Accounting | 3. Merger Accounting On December 22, 2020, the Company completed its merger with PTI. Based on the Exchange Ratio, immediately following the Merger, former PTI stockholders, PTI option holders and other persons holding securities or other rights directly or indirectly convertible, exercisable or exchangeable for PTI Common Stock owned approximately 29.7% of the outstanding capital stock of the combined organization, and the former Yumanity stockholders, Yumanity option holders and other persons holding securities or other rights directly or indirectly convertible, exercisable or exchangeable for Yumanity Common Stock owned approximately 70.3% of the outstanding capital stock of the combined organization. At the closing of the Merger, all shares of Yumanity Common Stock were exchanged for an aggregate of 6,024,433 shares of PTI Common Stock. The total purchase price paid in the Merger, including certain transaction costs, has been allocated to the tangible and intangible assets acquired and liabilities assumed of PTI based on their relative fair values as of the completion of the Merger. Transaction costs primarily included bank fees and professional fees associated with legal counsel, auditors and printers. The following summarizes the purchase price paid in the Merger (in thousands, except share and per share amounts): Number of shares owned by Proteostasis stockholders (1) 2,708,537 Multiplied by fair value per share of Proteostasis common stock (2) $ 22.20 Fair value of shares of combined organization owned by Proteostasis Stockholders $ 60,130 Fair value of Proteostasis stock options assumed in Merger (3) 471 Transaction costs 2,689 Total purchase price $ 63,290 (1) The number of shares represents 2,609,489 shares of PTI common stock outstanding as of December 22, 2020, plus 25,719 shares issued for the settlement of severance obligations and 21,739 shares issued as compensation for investment banking fees related to the Merger. Additionally, 51,590 shares of restricted stock units were issued as compensation for two consultants hired by PTI. The number of shares reflects the impact of the Reverse Stock Split. (2) Based on the last reported sale price of PTI common stock on the Nasdaq Global Market on December 22, 2020, the closing date of the Merger, and after giving effect to the Reverse Stock Split. (3) Represents the fair value of the PTI options to purchase 194,550 shares of common stock outstanding at the time of the Merger. The purchase price for the Merger was allocated to the net assets acquired on the basis of relative fair values. The following summarizes the allocation of the purchase price to the net tangible and intangible assets acquired (in thousands): Cash and cash equivalents $ 35,111 Prepaid expenses and other current assets 703 Assets held-for-sale 250 Property and equipment, net 290 In-process research and development 28,336 Operating lease right-of-use assets 15,166 Restricted cash 828 Current liabilities (7,171) Operating lease liabilities (10,223) Total purchase price $ 63,290 The acquired in-process research and development asset relates to two lead product candidates for the treatment of cystic fibrosis. Due to the stage of development of these assets at the date of acquisition, significant risk remained and it was not yet probable that there was future economic benefit from these assets. Absent successful clinical results and regulatory approval for the assets, there was no alternative future use associated with the assets. Accordingly, the value of the assets were expensed in the consolidated statements of operations for the year ended December 31, 2020. |
Fair Value Measurements and Mar
Fair Value Measurements and Marketable Securities (FY) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 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 June 30, 2022: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $11,506 $— $— $11,506 Marketable securities: Commercial paper — — — — $11,506 $— $— $11,506 Fair Value Measurements at December 31, 2021: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $34,136 $ — $— $34,136 Marketable securities: Commercial paper — 1,399 — 1,399 $34,136 $1,399 $— $35,535 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. The Company’s marketable securities matured during the three months ended June 30, 2022. | 4. 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 December 31, 2021 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $34,136 $ — $— $34,136 Marketable securities: Commercial paper — 1,399 — 1,399 $34,136 $1,399 $— $35,535 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. The following table provides a roll-forward of the aggregate fair values of the Company’s preferred units warrant liability, for which fair value was determined by Level 3 inputs (in thousands): Preferred Unit Warrant Liability Fair value at December 31, 2019 $ 261 Change in fair value (72) Reclassification of warrant liability to permanent equity (189) Fair value at December 31, 2020 $ — The preferred unit warrant liability in the table above consisted of the fair value of warrants to purchase preferred units issued in 2019 (see Note 11) and was based on significant inputs not observable in the market, which represented a Level 3 measurement within the fair value hierarchy. The Company’s valuation of the preferred unit warrants utilized the Black-Scholes option-pricing model, which incorporated assumptions and estimates to value the preferred unit warrants. The Company assessed these assumptions and estimates at the end of each reporting period. Changes in the fair value of the preferred unit warrants were recognized within other income (expense) in the consolidated statements of operations. The most significant assumption in the Black-Scholes option-pricing model impacting the fair value of the preferred unit warrant liability was the fair value of the underlying preferred units as of each remeasurement date. The Company determined the fair value per unit of these preferred units by taking into consideration its most recent sales of its preferred units as well as additional factors that the Company deemed relevant. Immediately prior to the Merger, all of Holdings’ outstanding warrants were exchanged and became warrants to purchase shares of Yumanity Common Stock. As a result, the fair value of the warrants was reclassified to additional paid-in capital and there is no longer a warrant liability subject to remeasurement. There were no preferred unit warrants issued as of December 31, 2021. Marketable securities by security type consisted of the following (in thousands): December 31, 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Commercial paper $1,399 $— $— $1,399 $1,399 $— $— $1,399 December 31, 2020 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Commercial paper $4,498 $— $— $4,498 $4,498 $— $— $4,498 The Company’s marketable securities are due within one year. |
Property and Equipment, Net (FY
Property and Equipment, Net (FY) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 5. Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): December 31, 2021 2020 Laboratory equipment $ 1,339 $ 1,674 Office equipment, computers and software 211 209 Furniture and fixtures 170 170 $ 1,720 2,053 Less: Accumulated depreciation and amortization (1,333) (1,179) $ 387 $ 874 Assets held-for-sale $ — $ 250 Depreciation and amortization expense was $0.6 million and $0.8 million for the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021 the Company had $0.3 million of gross assets under finance leases, which primarily consisted of laboratory equipment, and related accumulated amortization of $0.3 million. At December 31, 2020, the Company had $0.8 million of gross assets under finance leases and related accumulated amortization of $0.6 million. |
Collaboration Agreement (FY)
Collaboration Agreement (FY) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 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 was recognized as revenue as the performance obligation was 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. For the three and six months ended June 30, 2022, the Company recorded less than $0.1 million of collaboration revenue related to the Collaboration Agreement associated with providing the Initial Phase research and development services. 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. In November 2021, the Company delivered one of two data packages associated with the Initial Phase of the research and development services. On December 17, 2021, Merck notified the Company that Merck has accepted the first data package for one program from their research collaboration with the Company relating to ALS and FTLD, and that Merck has elected to continue the research collaboration. Achievement of this milestone triggered a $5.0 million milestone payment due from Merck. Upon Merck electing to advance the research program into the second phase (the “Second Phase”), the Company assessed whether the promised goods and services for the Second Phase are distinct. Based on the facts and circumstances, including but not limited to key differences between the Initial Phase research plan and the Second Phase research plans, including experiments performed and personnel utilized, the Company determined that the Second Phase represents a separate contract with its own performance obligation. The Second Phase performance obligation is being satisfied over the Second Phase research term as the Company performs the research and development activities through the second substantive option period and participates in a Joint Steering Committee to oversee research and development activities. Accordingly, the option payment of $5.0 million was recorded to deferred revenue at December 31, 2021 and during the six months ended June 30, 2022 the Company recognized $2.6 million of collaboration revenue related to the Collaboration Agreement as the Second Phase performance obligation is satisfied. The Company recognizes the Second Phase revenue using the cost-to-cost method, which it believes best depicts the transfer of control to the customer. Deferred revenue totals $2.4 million at June 30, 2022 related to the Collaboration Agreement, and it is expected to be recognized in the next twelve months. The Company assessed the Collaboration Agreement to determine whether a significant financing component exists and concluded that a significant financing component does not exist. | 6. 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 if Merck elects to advance the research program and 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 expected to be delivered as part of the first stage of the research program (the “Initial Phase”) 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 is being 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 December 31, 2021, the aggregate amount of the transaction price related to the unsatisfied portion of the performance obligation associated with Initial Phase is $0.1 million, which is expected to be recognized as revenue within the next year. During the year ended December 31, 2021, the Company recorded $8.0 million of collaboration revenue related to the Collaboration Agreement associated with providing the Initial Phase research and development services. 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. In November 2021, the Company delivered one of two data packages associated with the Initial Phase of the research and development services. On December 17, 2021, Merck notified Yumanity Therapeutics, Inc. (the “Company”) that Merck has accepted the first data package for one program from their research collaboration with the Company relating to amyotrophic lateral sclerosis, or ALS (also known as Lou Gehrig’s disease) and frontotemporal lobar degeneration, or FTLD, and that Merck has elected to continue the research collaboration. Achievement of this milestone triggered a $5 million milestone payment due from Merck. Upon Merck electing to advance the research program into the second phase (the “Second Phase”), the Company assessed whether the promised goods and services for the Second Phase are distinct. Based on the facts and circumstances, including but not limited to key differences between the Initial Phase research plan and the Second Phase research plans, including experiments performed and personnel utilized, the Company determined that the Second Phase represents a separate contract with its own performance obligation. The Second Phase performance obligation is being satisfied over the Second Phase research term as the Company performs the research and development activities through the second substantive option period, and participates in a Joint Steering Committee to oversee research and development activities. Accordingly, the option payment of $5.0 million was recorded to deferred revenue at December 31, 2021 and will be recognized as revenue as the performance obligation is satisfied. The Company will recognize the Second Phase revenue using the cost-to-cost method, which it believes best depicts the transfer of control to the customer. 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 (FY)
Accrued Expenses (FY) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 7. Accrued Expenses Accrued expenses consisted of the following (in thousands): December 31, 2021 2020 Accrued employee compensation and benefits $1,763 $4,295 Accrued external research and development expenses 1,633 1,780 Accrued professional fees 901 987 Other 549 789 $4,846 $7,851 |
Debt (FY)
Debt (FY) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Debt | 7. Debt Long-term debt consisted of the following (in thousands): June 30, 2022 December 31, 2021 Principal amount of long-term debt $— $12,733 Less: Current portion of long-term debt — (5,805) Long-term debt, net of current portion — 6,928 Debt discount, net of accretion — (217) Accrued end-of-term payment — 646 Long-term debt, net of discount and current portion $— $ 7,357 The Company entered into a loan and security agreement with Hercules Capital, Inc. (the “Lender”) in December 2019 (the “Term Loan”), pursuant to which it had $12.7 million in outstanding principal borrowings as of December 31, 2021. On February 25, 2022, the Company repaid to the Lender a payoff amount of $12.8 million and terminated the Term Loan, provided that the Company continues to be bound by certain indemnification obligations under Section 6.3 of the Term Loan. The payoff amount resulted in an extinguishment loss of $0.2 million and included payment of approximately $0.9 million consisting of end of term costs of 5.25% of the $15.0 million amount drawn under the Term Loan and $0.1 million as outlined below, as well as an interest/non-use fee of less than $0.1 million. 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 end of term cost of $0.3 million became due upon repayment of the loan. Also in April 2020, prior to entering into the Proteostasis 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. 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 Proteostasis Merger under the Term Loan between Yumanity, Inc. as borrower and the Lender. Immediately prior to the Proteostasis 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 Proteostasis 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. 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 end of term cost of $0.3 million to $0.1 million upon repayment of the loan. | 8. Debt Long-term debt consisted of the following (in thousands): December 31, 2021 2020 Principal amount of long-term debt $12,733 $16,123 Less: Current portion of long-term debt (5,805) (2,891) Long-term debt, net of current portion 6,928 13,232 Debt discount, net of accretion (217) (348) Accrued end-of-term payment 646 353 Long-term debt, net of discount and current portion $ 7,357 $13,237 We have outstanding principal borrowings of $12.7 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 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 provided for the Company’s guaranty of Yumanity Inc.’s obligations under the Loan Agreement and provided the Lender a security interest in all of Company’s assets other than intellectual property as collateral. The Loan Amendment provided 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 submitted a forgiveness application. The Loan Amendment also amended 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 continued in the form existing prior to the Loan Amendment. As of December 31, 2021 and 2020, the interest rate applicable to borrowings under the Term Loan was 8.75%. During the year ended December 31, 2021, the weighted average effective interest rate on outstanding borrowings under the Term Loan was approximately 12.52%. 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. As of December 31, 2021, the Company has assessed that the risk of subjective acceleration under the material adverse events clause is not probable and therefore have classified the outstanding principal on the consolidated balance sheet based on the contractually scheduled principal payments. 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 in the consolidated statement of operations as of December 31, 2021. As of December 31, 2021, future principal payments due are as follows (in thousands): Year Ending December 31, 2022 $ 5,805 2023 6,341 2024 586 2025 — 2026 — $12,732 On February 25, 2022, Term Loan terminated upon the payment by the Company to Hercules of a voluntary payoff amount of $12.8 million, provided that the Company continues to be bound by certain indemnification obligations under Section 6.3 of the Term Loan. The payoff amount included payment of approximately $0.9 million consisting of the final and additional final payment fees outlined above, as well as an interest/non-use fee of less than $0.1 million. |
Preferred Units (FY)
Preferred Units (FY) | 12 Months Ended |
Dec. 31, 2021 | |
Preferred Units Description and Other Disclosures [Abstract] | |
Preferred Units | 9. Preferred Units Prior to the Merger, the Company had issued Class A preferred units, Class B preferred units, and Class C preferred units, collectively referred to as the “Preferred Units”. In June 2020, the Company issued and sold 5,404,588 Class C preferred units at a purchase price of $4.0008 per unit, resulting in cash proceeds of $21.2 million net of issuance costs of $0.4 million. In connection with the issuance and sale of Class C preferred units, a majority of the Company’s voting preferred and common unit holders voted to amend the Company’s operating agreement such that Class B preferred unitholders who did not participate in a minimum purchase of Class C preferred units, referred to as non-participating holders, became holders of Class B preferred units referred to as “Defaulting Class B Preferred Units.” Class B preferred units other than the Defaulting Class B Preferred Units are referred to as Ordinary Class B preferred units. The terms of the Defaulting Class B Preferred Units are similar to the terms of common units with respect to distributions, except that Defaulting Class B Preferred Units are treated as one-fifth Yumanity Reorganization and Merger Immediately prior to the Merger on December 22, 2020, pursuant to the Yumanity Reorganization, all of the Class A, Class B, and Class C preferred units converted to shares of Yumanity, Inc. common stock. Pursuant to the Merger, these shares of Yumanity Inc. common stock were then exchanged for shares of PTI common stock based upon the Exchange Ratio and the related carrying value was reclassified to common stock and additional paid-in capital. There were no preferred units outstanding after the Yumanity Reorganization. |
Common Stock_Units (FY)
Common Stock/Units (FY) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Common Stock/Units | 10. Common Stock/Units As of December 31, 2021, the Company’s certificate of incorporation, as amended and restated, authorized the Company to issue 125,000,000 shares of common stock, par value $0.001 per share, and 5,000,000 shares of preferred stock, par value $0.001 per share, all of which is undesignated. Each share of common stock entitles the holder to one vote for the election of directors and on all matters submitted to a vote of the Company’s stockholders. Common stockholders are entitled to receive dividends, as may be declared by the board of directors, if any, subject to the preferential dividend rights of the preferred stockholders. No cash dividends have been declared or paid to date. Prior to the Yumanity Reorganization, the Company had issued common units. Each common unit entitled the holder to one vote on all matters submitted to a vote of the Company’s members. In the event of any deemed liquidation, dissolution, or winding-up of the Company, the assets of the Company would have been distributed in accordance with the order of distributions described under the rights and preferences of the Preferred Units. Prior to the Yumanity Reorganization, the Company also had outstanding restricted incentive units, a form of common units, that generally vested over four years (see Note 12). Yumanity Reorganization Immediately prior to the Merger, pursuant to the Yumanity Reorganization, all of Holdings’ outstanding common units, including the outstanding incentive units, were exchanged and became shares of common stock of Yumanity, Inc. Private Placement Following the Merger, on December 22, 2020, pursuant to the Subscription Agreement, dated as of December 14, 2020, by and among the Company and the purchasers named therein, the Company completed the sale of $33.6 million of the Company’s common stock, par value $0.001 per share to the purchasers in a private placement. |
Warrants for Common Stock and P
Warrants for Common Stock and Preferred and Common Units (FY) | 12 Months Ended |
Dec. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants for Common Stock and Preferred and Common Units | 11. Warrants for Common Stock and Preferred and Common Units Prior to the Merger, in December 2019, in connection with the Term Loan (see Note 8), the Company issued 34,946 Class B preferred warrants with an exercise price of $8.37 per unit. Upon issuance of Class C preferred units in June 2020, the warrants for Class B preferred units issued in December 2019 became warrants to purchase of 73,109 Class C preferred units with an exercise price of $4.0008 per unit (see Note 9). Yumanity Reorganization and Merger As of December 31, 2019, the Company had outstanding warrants for the purchase of common units, Class A preferred units, and Class B preferred units (which became warrants to purchase Class C preferred units as described above). Immediately prior to the Merger, pursuant to the Yumanity Reorganization, all of Holdings’ outstanding warrants were exchanged and became warrants to purchase shares of Yumanity common stock. Upon consummation of the Merger, the warrants to purchase shares of Yumanity common stock became warrants to purchase the Company’s common stock. The contractual term of each warrant remained unchanged. No additional warrants were issued in 2021 and no warrants were exercised in 2021. As of December 31, 2021 and 2020, the Company’s outstanding warrants to purchase shares of common stock of the Company consisted of the following: Issuance Date Contractual Term (in Years) Class of Stock Number of Shares of Common Stock Issuable Exercise Price August 14, 2015 10 Common 74,622 $24.05 October 9, 2015 10 Common 7,798 $24.05 June 14, 2018 10 Common 2,152 $30.13 December 20, 2019 10 Common 15,414 $18.98 99,986 |
Stock_Equity-Based Compensation
Stock/Equity-Based Compensation (FY) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Stock/Equity-Based Compensation | 8. 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. During the six months ended June 30, 2022, there were no RSUs granted and 48,172 were outstanding, and the Company recognized $0.1 million of stock-based compensation expense during the three and six months ended June 30, 2022. The following table summarizes the Company’s RSU activity for the six months ended June 30, 2022: RSUs Weighted Average Grant Date Fair Value Unvested balance at December 31, 2021 86,225 $17.89 Issued — $ — Vested (17,624) $17.89 Forfeited (20,429) $17.89 Unvested balance at June 30, 2022 48,172 $17.89 Restricted Stock Awards (RSAs) On November 22, 2021, the Company’s compensation committee of the board approved payment to be made to Company employees through a grant of RSAs based on the December 1, 2021 closing share price of the Company’s common stock with a fair value of $1.2 million. The requisite service period for the awards is one year (the vesting period). The Company recognized employee stock-based compensation expense for the RSA grant on a straight-line basis over the vesting period of the awards. During the six months ended June 30, 2022, there were no RSAs granted and 80,160 outstanding, and the Company recognized $0.3 and $0.7 million stock-based compensation expense during the three and six months ended June 30, 2022. The following table summarizes the Company’s RSA activity for the three and six months ended June 30, 2022: RSAs Weighted Average Grant Date Fair Value Unvested balance at December 31, 2021 305,663 $3.83 Issued — $ — Vested (189,778) $3.83 Forfeited (35,725) $3.83 Unvested balance at June 30, 2022 80,160 $3.83 Summary of plans Upon completion of the Proteostasis 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, 2022, an additional 319,341 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 June 30, 2022 the total number of shares of the Company’s common stock reserved for issuance under the 2016 Plan was 760,498, of which 457,504 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 June 30, 2022, the total number of shares reserved under the 2016 ESPP was 48,564 shares. The number of shares reserved for issuance under the 2016 ESPP was increased by 6,938 shares effective as of January 1, 2022 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 (as defined below) and the Proteostasis 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 Proteostasis 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 described in the Proteostasis Merger Agreement 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 June 30, 2022. 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 shares 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 shares available under the 2018 Plan. As of June 30, 2022, 219,859 shares 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 June 2, 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. During six months ended June 30, 2022, the Company issued 17,000 options from the 2021 Plan to purchase common stock. As of June 30, 2022, the total number of shares of the Company’s common stock that may be issued under the 2021 Plan is 400,000 shares of which 246,600 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. On April 13, 2021, Board of Directors approved the issuance of stock options to purchase 104,000 shares of its common stock. The stock options were issued outside of the Company’s 2021 Plan as an inducement material to the individual’s acceptance of an offer of employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4). As of June 30, 2022, all 104,000 stock options have been forfeited. Option valuation The fair value of option grants is estimated using the Black-Scholes option-pricing model. Prior to the Proteostasis Merger, the Company was a private company and lacked 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 was based on the fact that the Company has never paid cash dividends. Option activity The following table summarizes the Company’s option activity during six months ended June 30, 2022: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2021 1,779,174 $18.99 7.67 — Granted 17,000 $ 2.89 — Exercised — — — Forfeited (573,490) $31.47 — Outstanding as of June 30, 2022 1,222,684 $11.99 7.82 — Vested and expected to vest as of June 30, 2022 1,222,684 $ 11.99 7.82 — 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 for those stock options that had exercise prices lower than the fair value of the Company’s common stock. | 12. Stock/Equity-Based Compensation Incentive units Prior to the Yumanity Reorganization, the Company’s operating agreement, as amended and restated, provided for the granting of incentive units, a type of common units, to officers, directors, employees, consultants and advisors. Holders of incentive units were entitled to receive distributions in proportion to their ownership percent interest, upon liquidation, that were in excess of the strike price of the award, (the “Participation Threshold”) set by the board of directors on the date of grant. The Participation Threshold was based on the amount that would be distributed in respect of a common unit pursuant to its liquidation preferences, if, upon a hypothetical liquidation of the Company on the date of issuance of such Incentive Unit, the Company sold its assets for their fair market value, satisfied its liabilities and distributed its remaining net assets to holders of units in liquidation. The Company determined that the underlying terms of the incentive units and the intended purpose of the awards were more akin to an equity-based compensation award than a performance bonus or profit-sharing arrangement and, therefore, the incentive units were equity-classified awards. 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 December 31, 2021, 122,469 RSUs were granted and 86,225 were outstanding, and the Company recognized $0.9 million stock-based compensation expense during the twelve months ended December 31, 2021. The following table summarizes the Company’s RSU activity for the twelve months ended December 31, 2021: RSUs Weighted Average Grant Date Fair Value Unvested at December 31, 2020 — $ — Issued 122,469 $17.89 Vested (23,146) $17.89 Forfeited (13,098) $17.89 Unvested at December 31, 2021 86,225 $17.89 Restricted Stock Awards (RSAs) On November 22, 2021, the Company’s compensation committee of the board approved payment to be made to Company employees through a grant of RSAs based on the December 1, 2021 closing share price of the Company’s common stock with a fair value of $1.2 million. The requisite service period for the awards is one year (the vesting period). The Company recognized employee stock-based compensation expense for the RSA grant on a straight-line basis over the vesting period of the awards. As of December 31, 2021, 305,663 RSAs were granted and outstanding, and the Company recognized $0.1 million stock-based compensation expense during the twelve months ended December 31, 2021. The following table summarizes the Company’s RSA activity for the twelve months ended December 31, 2021: RSAs Weighted Average Grant Date Fair Value Unvested at December 31, 2020 — $ — Issued 305,663 $3.83 Vested — $ — Forfeited — $ — Unvested at December 31, 2021 305,663 $3.83 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, 2020, an additional 78,175 shares were reserved for issuance under the 2016 Plan. The number of shares reserved for issuance under the 2016 Plan was increased by 303,495 shares effective as of January 1, 2021 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 December 31, 2021, the total number of shares of the Company’s common stock reserved for issuance under the 2016 Plan was 379,720, of which 138,163 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. The number of shares reserved for issuance under the 2016 ESPP was increased by 6,938 shares effective as of January 1, 2021 in accordance with the provisions of the 2016 ESPP described above. As of December 31, 2021, the total number of shares reserved under the 2016 ESPP was 41,626 shares. 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 December 31, 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 December 31, 2021, 33,209 shares 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 June 2, 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. During the year ended December 31, 2021, the Company issued 174,400 options from the 2021 Plan to purchase common stock. As of December 31, 2021, the total number of shares of the Company’s common stock that may be issued under the 2021 Plan is 400,000 shares of which 227,600 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. On April 13, 2021, Board of Directors approved the issuance of stock options to purchase 104,000 shares of its common stock. The stock options were issued outside of the Company’s 2021 Plan as an inducement material to the individual’s acceptance of an offer of employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4). 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 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. The following table presents, on a weighted average basis, the assumptions used in the Black-Scholes option-pricing model to determine the grant-date fair value of options granted: Year Ended December 31, 2021 2020 Risk-free interest rate 1.0% 1.1% Expected volatility 81.3% 70.9% Expected dividend yield — — Expected term (in years) 6.3 7.8 Option activity The following table summarizes the Company’s option activity during the year ended December 31, 2021: Number of Shares/ Units Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in years) (in thousands) Outstanding as of December 31, 2020 944,961 $20.70 8.29 $6,522 Granted 994,014 $16.63 Exercised (9,241) $ 8.97 Cancelled (150,560) $14.60 Outstanding as of December 31, 2021 1,779,174 $18.99 7.67 $ — Vested and expected to vest as of December 31, 2021 1,764,174 $19.00 7.66 $ — Options exercisable as of December 31, 2021(1) 1,024,379 $20.99 6.48 $ — (1) Certain options were immediately exercisable for restricted common stock which vest according to the original vesting terms of the option grant. No options have been exercised prior to vesting. 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 weighted average grant-date fair value of stock/unit options granted during the years ended December 31, 2021 and 2020 was $11.56 per share and $11.39 per share/unit, respectively. Stock/equity-based compensation The Company recorded stock/equity-based compensation expense related to common stock/unit options, restricted stock units, and restricted stock awards in the following expense categories in its consolidated statements of operations (in thousands): Year Ended December 31, 2021 2020 Research and development expenses $1,352 $ 663 General and administrative expenses 3,938 1,603 $5,290 $2,266 As of December 31, 2021, total unrecognized compensation cost related to unvested options and restricted common stock was $12.3 million, which is expected to be recognized over a weighted average period of 2.65 years. |
Income Taxes (FY)
Income Taxes (FY) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. Income Taxes Prior to the Yumanity Reorganization, Holdings was treated as a partnership for federal income tax purposes and, therefore, its owners, and not Holdings, were subject to U.S. federal or state income taxation on the income of Holdings. Holdings’ directly held subsidiary Yumanity Therapeutics, Inc. was treated as a corporation for U.S. federal income tax purposes and was subject to taxation in the United States. Subsequent to the Yumanity Reorganization, the Company is a corporation and is subject to taxation in the United States. In each reporting period, the Company’s tax provision includes the effects of consolidating the results of the operations of its subsidiary. During the years ended December 31, 2021 and 2020, the Company recorded no income tax benefits for the net operating losses incurred or for the research and development tax credits generated in each year due to its uncertainty of realizing a benefit from those items. The Company has established a foreign subsidiary in Australia in 2021 and is not subject to foreign taxes in the current year due to a loss generated in the current year. A reconciliation of income tax expense at the statutory federal income tax rate and income taxes as reflected in the financial statements is as follows: Year Ended December 31, 2021 2020 Federal statutory income tax rate (21.0)% (21.0)% State taxes, net of federal benefit (10.0) (1.6) Federal and state research and development tax credits (4.1) (2.5) In-process research and development(1) — 10.4 Other (1.8) 1.2 Change in deferred tax asset valuation allowance 36.9 13.5 Effective income tax rate 0.0% 0.0% (1) Represents the tax effect on the in-process research and development expense recorded on the acquisition of PTI Net deferred tax assets consisted of the following (in thousands): December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 134,395 $ 122,460 Research and development tax credit carryforwards 20,246 18,654 Property and equipment 242 184 Accrued expenses 521 539 Capitalized intellectual property costs 102 89 Stock/equity-based compensation expense 1,712 1,084 Operating lease liabilities 4,534 4,670 Other 290 0 Total deferred tax assets 162,042 147,680 Deferred tax liabilities: Operating lease right-of-use assets (5,806) (5,836) Other — (172) Total deferred tax liabilities (5,806) (6,008) Valuation allowance (156,236) (141,672) Net deferred tax assets $ — $ — As of December 31, 2021, the Company had U.S. federal and state net operating loss carryforwards of $486.6 million and $497.2 million, respectively, which may be available to offset future taxable income. Federal and state net operating loss carryforwards of $228.1 million and $497.2 million, respectively, begin to expire in 2026 2030 2027 Utilization of the U.S. federal and state net operating loss carryforwards and research and development tax credit carryforwards may be subject to a substantial annual limitation under Sections 382 and 383 of the Internal Revenue Code of 1986, and corresponding provisions of state law, due to ownership changes that have occurred previously or that could occur in the future, including those tax attributes acquired from PTI via the Merger. These ownership changes may limit the amount of carryforwards that can be utilized annually to offset future taxable income or tax liabilities. In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of certain stockholders or public groups in the stock of a corporation by more than 50% over a three-year period. The Company has not conducted a study to assess whether a change of control has occurred or whether there have been multiple changes of control since inception due to the significant complexity and cost associated with such a study. If the Company has experienced a change of control, as defined by Section 382, at any time since inception, utilization of the net operating loss carryforwards or research and development tax credit carryforwards would be subject to an annual limitation under Section 382, which is determined by first multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term tax-exempt rate, and then could be subject to additional adjustments, as required. Any limitation may result in expiration of a portion of the net operating loss carryforwards or research and development tax credit carryforwards before utilization. Further, until a study is completed by the Company and any limitation is known, no amounts are being presented as an uncertain tax position. The Company has evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets. Management has considered the Company’s history of cumulative net losses incurred since inception and its lack of commercialization of any products or generation of any revenue from product sales since inception and has concluded that it is more likely than not that the Company will not realize the benefits of the deferred tax assets. Accordingly, a full valuation allowance has been established against the net deferred tax assets as of December 31, 2021 and 2020. Management reevaluates the positive and negative evidence at each reporting period. Changes in the valuation allowance for deferred tax assets during the years ended December 31, 2021 and 2020 related primarily to the increase in net operating loss carryforwards and research and development tax credit carryforwards and were as follows (in thousands): Year Ended December 31, 2021 2020 Valuation allowance as of beginning of year $141,672 $ 26,724 Increases recorded to income tax provision 14,564 7,777 Amounts from Merger with PTI — 107,171 Valuation allowance as of end of year $156,236 $141,672 As of December 31, 2021, the Company had not recorded any amounts for unrecognized tax benefits. The Company’s policy is to record interest and penalties related to income taxes as part of its income tax provision. As of December 31, 2021, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts had been recognized in the Company’s consolidated statements of operations. The Company files income tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. There are currently no pending tax examinations. The Company is open to future tax examination under statute from 2017 As part of Congress’ response to the COVID-19 pandemic, the Families First Coronavirus Response Act, or FFCR Act, was enacted on March 18, 2020, and the Coronavirus Aid, Relief, and Economic Security Act, or CARES Act, was enacted on March 27, 2020. COVID-19 relief provisions were also included in the Consolidated Appropriations Act, 2021, or CAA, which was enacted on December 27, 2020. The FFCR Act, the CARES Act, and the CAA contain numerous tax provisions. In particular, the CARES Act retroactively and temporarily (for taxable years beginning before January 1, 2021) suspends application of the 80%-of-income limitation on the use of net operating losses, which was enacted as part of the TCJA. It also provides that net operating losses arising in any taxable year beginning after December 31, 2017, and before January 1, 2021, are generally eligible to be carried back up to five years. The CARES Act also temporarily (for taxable years beginning in 2019 or 2020) relaxes the limitation on the tax deductibility of net interest expense by increasing the limitation from 30% to 50% of adjusted taxable income. |
Net Loss per Share (FY)
Net Loss per Share (FY) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net Loss per Share | 9. 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 June 30, Six Months Ended June 30, 2022 2021 2022 2021 Numerator: Net loss $ (4,845) $ (10,454) $ (18,226) $ (19,136) Denominator: Weighted average common shares outstanding, basic and diluted 10,847,734 10,195,608 10,800,473 10,194,474 Net loss per share, basic and diluted $ (0.45) $ (1.03) $ (1.69) $ (1.88) 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 June 30, 2022 2021 Options to purchase common stock 1,222,684 1,756,947 Warrants to purchase common stock or shares convertible into common stock 99,986 99,986 Unvested RSUs 48,172 112,544 1,370,842 1,969,477 | 14. Net Loss Per Share Basic and diluted net loss per share was calculated as follows (in thousands, except share and per share amounts): Year Ended December 31, 2021 2020 Numerator: Net loss $ (39,503) $ (57,487) Gain on extinguishment of Class B preferred units — 6,697 Net loss applicable to common shareholders $ (39,503) $ (50,790) Denominator: Weighted average common shares outstanding, basic and diluted 10,283,172 2,354,143 Net loss per share, basic and diluted $ (3.84) $ (21.57) 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 December 31, 2021 2020 Options to purchase common stock 1,779,174 944,961 Warrants to purchase common stock or shares convertible into common stock 99,986 99,986 Unvested RSUs 86,225 — 1,965,385 1,044,947 |
Leases (FY)
Leases (FY) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | 15. 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 in Boston, Massachusetts (the “Merger Premises”). 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 commenced on February 3, 2021, which was the date the Company received consent to the Sublease from the landlord, and shall continue until 18 months from the commencement date. The Sublease provides for an initial annual base rent of $1.9 million, which increases annually up to a maximum annual base rent of $2.0 million. 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 $1.9 million for the twelve months ended December 31, 2021 and lease income from the Sublease of $1.8 million for the twelve months ended December 31, 2021 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): Year Ended December 31, 2021 2020 Operating lease cost $6,665 $3,097 Short-term lease cost $ — $ — Variable lease cost $ 844 $ 271 Finance lease cost: Amortization of lease assets $ 152 $ 361 Interest on lease liabilities 7 20 Total finance lease cost $ 159 $ 381 Supplemental disclosure of cash flow information related to leases was as follows (in thousands): Year Ended December 31, 2021 2020 Cash paid for amounts included in the measurement of operating lease liabilities (operating cash flows) $5,998 $ 2,461 Cash paid for amounts included in the measurement of finance lease liabilities (operating cash flows) $ 7 $ 20 Cash paid for amounts included in the measurement of finance lease liabilities (financing cash flows) $ 166 $ 347 Operating lease liabilities arising from obtaining right-of-use assets $ — $10,219 Finance lease liabilities arising from obtaining right-of-use assets $ — $ 102 The weighted-average remaining lease term and discount rate were as follows: As of December 31, 2021 2020 Weighted-average remaining lease term (in years) used for: Operating leases 5.22 5.03 Finance leases 0.60 1.26 Weighted-average discount rate used for: Operating leases 9.10% 9.01% Finance leases 3.41% 6.46% 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 December 31, 2021, future annual lease payments under the Company’s real estate operating leases and equipment finance leases were as follows (in thousands): Year Ending December 31, Operating Leases Finance Leases 2022 $ 6,173 $49 2023 2,977 — 2024 1,931 — 2025 1,985 — 2026 2,039 — Thereafter 2,801 — Total future lease payments 17,906 49 Less: Imputed interest (3,427) (1) Total lease liabilities $14,479 $48 The following table presents lease assets and liabilities and their classification on the consolidated balance sheet (in thousands): As of December 31, Leases Consolidated Balance Sheet Classification 2021 2020 Assets: Operating lease assets Operating lease right-of- use assets $18,543 $23,678 Finance lease assets Property and equipment, net 315 199 Total leased assets $18,858 $23,877 Liabilities: Current: Operating lease liabilities Operating lease liabilities $ 5,064 $ 4,468 Finance lease liabilities Current portion of finance lease obligation 48 166 Non-current: Operating lease liabilities Operating lease liabilities, net of current portion 9,415 14,479 Finance lease liabilities Finance lease obligation, net of current portion — 48 Total lease liabilities $14,527 $19,161 |
Commitments and Contingencies (
Commitments and Contingencies (FY) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | 11. 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 six months ended June 30, 2022 and the year ended December 31, 2021. 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 Proteostasis 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 Proteostasis Merger 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 nine-month period after the effective time of the Proteostasis Merger (with any potential payment obligations continuing until the 10-year anniversary of the closing of the Proteostasis Merger Agreement). The CVR agreement became effective at the closing of the Proteostasis Merger. Due to the fact that no CF Asset sale was completed by the nine-month anniversary of the effective time of the Proteostasis Merger, the CVRs expired. No liability has been recorded at June 30, 2022 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. | 16. 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 years ended December 31, 2021 or 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 Cystic Fibrosis 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 December 31, 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. Legal Matters Between October 14 and December 7, 2020, following the announcement of the proposed merger among PTI, Yumanity, Inc. and Merger Sub, a wholly owned subsidiary of PTI, nine lawsuits were filed by purported stockholders of PTI challenging the Merger. The first lawsuit, brought as a putative class action, is captioned Aniello v. Proteostasis Therapeutics, Inc., et al. Culver v. Proteostasis Therapeutics, Inc., et al Donolo v. Proteostasis Therapeutics, Inc. et al Straube v. Proteostasis Therapeutics, Inc., et al Beck v. Proteostasis Therapeutics, Inc., et al Dreyer v. Proteostasis Therapeutics, Inc., et al Kopkin v. Proteostasis Therapeutics, Inc. et al Merritt v. Proteostasis Therapeutics, Inc., et al Koh v. Proteostasis Therapeutics, Inc., et al Aniello Donolo Donolo Aniello pursuant to which all claims were released by plaintiffs and their counsel and an immaterial payment of a mootness fee was paid to plaintiffs’ counsel, a portion of which was paid by the Company’s insurer. |
Defined Contribution Plan (FY)
Defined Contribution Plan (FY) | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Defined Contribution Plan | 17. Defined Contribution Plan The Company has a 401(k) defined contribution plan (the “401(k) Plan”) for its employees. Eligible employees may make pretax contributions to the 401(k) Plan up to statutory limits. To date, the Company has not made any contributions to the plan. |
Related Parties (FY)
Related Parties (FY) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Parties | 18. Related Parties There were no related party transactions for the twelve months ended December 31, 2021. The Company leased certain office and laboratory space from an investor in the Company until May 2020 (see Note 15). Lease expense and amounts paid to the investor under the lease agreement during the twelve months ended December 31, 2020 was $0.4 million and $0.6 million, respectively. There were no amounts payable to the investor as of December 31, 2021 or 2020. |
Subsequent Events (FY)
Subsequent Events (FY) | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 19. Subsequent Events On February 17, 2022, the Company announced that it was reducing its workforce by approximately 60% of its current headcount with the objective of preserving capital. This workforce reduction will take place primarily during the first quarter of 2022. As a result of these actions, the Company expects to incur personnel-related restructuring charges of approximately $0.4 million in connection with one-time employee termination costs, including severance and other benefits, which are expected to be incurred in the first quarter of 2022. In addition, the Company has committed to pay one-time employee retention costs to certain employees of up to $0.4 million, which are expected to be incurred through the second quarter of 2022. On February 25, 2022, the Term Loan entered into with Hercules Capital, Inc. (“Hercules”) in December 2019 and most recently amended in April 2021 terminated upon the receipt by Hercules of a payoff amount of $12.8 million from the Company. The payoff amount paid by the Company included payment of $0.9 million as an end of term fee and $0.1 million as an interest/non-use fee. On February 28, 2022, the Company entered into two agreements that effectively amended the “New Premises” license agreement for laboratory space in Boston, Massachusetts (see Note 15, Leases). The first agreement terminated the existing license, due to expire in May of 2023, effective March 31, 2022. The second agreement, effective April 1, 2022, created a new license for approximately 20 percent of the space covered by the original license with an expiration date of December 31, 2022. The Company agreed to surrender to Licensor the full amount of both the security deposit and the last month’s license fee held by licensor pursuant to the agreement, totaling approximately $0.8 million, in consideration of the agreement to terminate the original license. The new license agreement decreases the monthly license fee amount from $0.4 million to $0.1 million. |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation (Q2) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 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 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. Exploration of Strategic Alternatives and Restructuring In February 2022, the Company announced that it is exploring strategic alternatives to enhance shareholder value and engaged H.C. Wainwright as its financial advisor to assist in this process. In February 2022, the Company also began implementation of a strategic restructuring with the objective of preserving capital. As part of the restructuring, it has eliminated approximately 60% of its workforce and has taken other actions, including reducing its office and laboratory space, to reduce expenditures (see Note 5). After a comprehensive review of strategic alternatives, on June 5, 2022, Yumanity entered into a Merger Agreement (the “Merger Agreement”) with Kineta, Inc. (“Kineta”). Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, at the effective time of the Merger, Yacht Merger Sub, Inc., a wholly-owned subsidiary of Yumanity, will merge with and into Kineta (the “Merger”), with Kineta continuing as a wholly-owned subsidiary of Yumanity and the surviving corporation of the Merger. On June 5, 2022, the Company also entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Janssen Pharmaceutica NV (“Janssen”). Pursuant to the Asset Purchase Agreement and subject to the satisfaction or waiver of the conditions set forth in the Asset Purchase Agreement, at the closing of the transaction contemplated by the Asset Purchase Agreement, the Company will sell to Janssen all of the Company’s rights, title and interest in YTX-7739 as well as its unpartnered preclinical and discovery-stage product candidates including intellectual property rights, biological materials, regulatory documentation, books and records, inventory, contracts, permits, actions and rights of recovery and other properties, assets and rights related thereto (the “Purchased Assets”), and Janssen will assume certain of the Company’s liabilities, for a purchase price of $26 million in cash (the “Asset Sale”). The two transactions are expected to close in the second half of 2022, subject to customary closing conditions, including approval of both transactions by the stockholders of Yumanity. The Company expects to devote significant time and resources to the completion of the Merger and the Asset Sale. If the Merger is not completed, the Company will reconsider its strategic alternatives and may pursue one of the following courses of action, which the Company currently believes are the most likely alternatives if the Merger with Kineta is not completed: • Pursue another strategic transaction similar to the Merger • Continue to operate its business. all the risks and uncertainties involved in the development of product candidates. There is no assurance that the Company could raise sufficient capital to support these efforts, that its development efforts would be successful or that it could successfully obtain the regulatory approvals required to market any product candidate it pursued. • Dissolve and liquidate its assets The Company’s future operations are highly dependent on the success of the Merger with Kineta. Clinical and Regulatory Update In January 2022, the Food & Drug Administration (the “FDA”) placed a partial clinical hold on the Company’s future multidose clinical trials of YTX-7739 in the United States. The FDA has not halted all clinical programming and is permitting the Company’s proposed single dose formulation clinical trial to proceed. The Company has paused its previously planned studies of YTX-7739 while the partial clinical hold is pending. 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 “Proteostasis Merger Agreement”), by and among Pangolin Merger Sub, Inc., a wholly-owned subsidiary of Proteostasis (“Pangolin Merger Sub”), Yumanity Holdings, LLC (“Holdings”) and Yumanity, Inc., pursuant to which Pangolin Merger Sub merged with and into Yumanity, Inc., with Yumanity, Inc. surviving as a wholly owned subsidiary of Proteostasis (the “Proteostasis Merger”). Immediately following the Proteostasis Merger, Proteostasis changed its name to “Yumanity Therapeutics, Inc.” 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 share and per share amounts have also been adjusted to reflect the exchange ratio as described in the Proteostasis Merger Agreement. 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 Proteostasis Merger. The Company has incurred recurring losses and negative cash flows from operations since inception, including net losses of $4.8 million and $18.2 million for the three and six months ended June 30, 2022. In addition, as of June 30, 2022, the Company had an accumulated deficit of $205.5 million. The Company expects to continue to generate operating losses for the foreseeable future, although at reduced expected levels as a result of restructuring actions taken in the six months ended June 30, 2022. As further discussed above in “Exploration of Strategic Alternatives and Restructuring,” on June 5, 2022, the Company entered into the Merger Agreement with Kineta and the Asset Purchase Agreement with Janssen. There is no assurance that the Company will be successful in executing either or both transactions or obtaining sufficient funding on terms acceptable to the Company to fund continuing operations, if at all. If the Company is unable to obtain additional funding, consummate the aforementioned transactions or execute other strategic alternatives, the Company will be forced to further delay, reduce or eliminate its research and development programs or initiate steps to cease operations. As of the issuance date of the condensed consolidated financial statements for the six months ended June 30, 2022, the Company expects that, absent either strategic transaction, its cash, cash equivalents and marketable securities will be sufficient to fund its operating expenses and capital expenditure requirements early into the first quarter of 2023, which is less than twelve months from the issuance date of these condensed consolidated financial statements. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities or any other adjustments that might result from the outcome of 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 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 if and when they are re-commenced. 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 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, the Company entered into a sales agreement (the “Prior Sales Agreement”) with Jefferies LLC (“Jefferies”) with respect to an at-the-market (“ATM”) offering program under which it could have issued and sold, from time-to-time at its sole discretion, shares of its common stock, in an aggregate offering amount of up to $60.0 million. In December 2021, the Company terminated the Prior Sales Agreement and entered into a new sales agreement with Jefferies with respect to an ATM offering under which it may issue and sell, from time-to-time and at its sole discretion, shares of its common stock, in an aggregate offering amount of up to $60.0 million (the “New Sales Agreement”). Jefferies acts as the Company’s sales agent and will use commercially reasonable efforts to sell shares of common stock from time-to-time, based upon instruction by the Company. The Company will pay Jefferies up to 3% of the gross proceeds from any common stock sold through the New Sales Agreement. The Company sold 216,332 shares of common stock under the New Sales Agreement during the six months ended June 30, 2022 for aggregate net proceeds to the Company of approximately $0.4 million, after deducting sales commissions. As of June 30, 2022, $59.6 million of common stock remained available for future issuance under the New Sales Agreement, although these amounts may be limited as the Company will be subject to the general instructions of Form S-3 known as the “baby shelf rules.” Under these instructions, the amount of funds the Company can raise through primary public offerings of securities in any twelve-month period using its registration statement on Form S-3 is limited to one-third of the aggregate market value of the shares of its common stock held by non-affiliates of the Company. Therefore, the Company will be limited in the amount of proceeds it is able to raise by selling shares of its common stock using its Form S-3 until such time as its public float exceeds $75 million. | 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. Exploration of Strategic Alternatives and Restructuring In February 2022, the Company announced that it is exploring strategic alternatives to enhance shareholder value and engaged H.C. Wainwright as its exclusive financial advisor to assist in this process. No timetable has been established for the completion of this process, and the Company does not expect to disclose developments unless and until the Board of Directors has concluded that disclosure is appropriate or required. In February the Company also began implementation of a strategic restructuring with the objective of preserving capital. As part of the restructuring, it is eliminating approximately 60% of its workforce and has taken other actions, including reducing its office and laboratory space, to reduce expenditures (see Note 19). Clinical and Regulatory Update In January 2022, the U.S. Food and Drug Administration (FDA) placed a partial clinical hold on the Company’s multidose clinical trials of YTX-7739. The partial clinical hold suspends initiation of multiple dose clinical trials in the U.S. until the FDA’s questions have been addressed. The FDA has not halted all clinical programming and is permitting the Company’s planned single dose formulation clinical trial to proceed. The Company anticipates working closely with the FDA to try to adequately address their concerns. While the Company works to address the FDA’s concerns, it has paused its planned clinical study of YTX-7739 in glioblastoma multiforme patients and the exploration of additional indications. 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 equityholders own 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 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 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 issuance date of the 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 $39.5 million and $57.5 million for the years ended December 31, 2021 and 2020, respectively. In addition, as of December 31, 2021, the Company had an accumulated deficit of $187.3 million. The Company expects to continue to generate operating losses for the foreseeable future. As of the issuance date of the consolidated financial statements for the year ended December 31, 2021, the Company expects that its cash, cash equivalents and marketable securities will not be sufficient to fund its operating expenses and capital expenditure requirements for a period of twelve months from the issuance of the consolidated financial statements. The Company is currently evaluating strategic alternatives including an acquisition, merger, reverse merger, other business combination, sales of assets, licensing or other strategic transactions involving the Company. There is no assurance that the Company will be successful in executing such transaction or obtaining sufficient funding on terms acceptable to the Company to fund continuing operations, if at all. If the Company is unable to obtain additional funding or enter into strategic alternatives, the Company will be forced to further delay, reduce or eliminate its research and development programs or initiate steps to cease operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities or any other adjustments that might result from the outcome of 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 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, the Company entered into a sales agreement (the “Prior Sales Agreement”) with Jefferies LLC (“Jefferies”) with respect to an at-the-market (“ATM”) offering program under which it issued and sold, from time-to-time at its sole discretion, shares of its common stock, in an aggregate offering amount of up to $60.0 million. In December 2021, the Company terminated the Prior Sales Agreement and entered into a new sales agreement with Jefferies with respect to an ATM offering under which it may issue and sell, from time-to-time and at its sole discretion, shares of its common stock, in an aggregate offering amount of up to $60.0 million (the “New Sales Agreement”). Jefferies acts as the Company’s sales agent and will use commercially reasonable efforts to sell shares of common stock from time-to-time, based upon instruction by the Company. The Company will pay Jefferies up to 3% of the gross proceeds from any common stock sold through the New Sales Agreement. The Company sold 112,833 shares of common stock under the Prior Sales Agreement during the twelve months ended December 31, 2021 for gross proceeds of $1.5 million for aggregate net proceeds to the Company of approximately $1.4 million, after deducting sales commissions. As of December 31, 2021, $60.0 million of common stock remained available for future issuance under the New Sales Agreement, although these amounts may be limited as the Company will be subject to the general instructions of Form S-3 known as the “baby shelf rules.” Under these instructions, the amount of funds the Company can raise through primary public offerings of securities in any 12-month period using its registration statement on Form S-3 is limited to one-third of the aggregate market value of the shares of its common stock held by non-affiliates of the Company. Therefore, the Company will be limited in the amount of proceeds it is able to raise by selling shares of its common stock using its Form S-3 until such time as its public float exceeds $75 million. Private Placement On December 14, 2020, the Company entered into a subscription agreement with certain accredited investors for the sale by it in a private placement of 1,460,861 shares of its common stock for a price of $23.00 per share. The Company refers 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 its expenses, the net proceeds it received in the Private Placement were $31.6 million. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Q2) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Unaudited Interim Financial Information The condensed consolidated balance sheet as of December 31, 2021 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 consolidated financial statements, as of June 30, 2022 and for the three and six months ended June 30, 2022, 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, 2021 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 24, 2022. 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 June 30, 2022 and condensed consolidated results of operations and cash flows for the three and six months ended June 30, 2022 and 2021 have been made. The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2022. The Accumulated Deficit balance as of March 31, 2021 as presented in the Condensed Consolidated Statement of Stockholders’ Equity included in the prior financial statements as of and for the period ended March 31, 2022 was incorrectly stated due to a typographical error and has been corrected in the Condensed Consolidated Statement of Stockholders’ Equity for the current period. The correct accumulated deficit number used in the Condensed Consolidated Statement of Stockholders’ Equity for the three months ended March 31, 2021 is $(156,492) instead of $(8,682). This error did not impact the unaudited condensed consolidated balance sheets, statements of cash flow, or notes to the financial statements as of, and for the three months ended March 31, 2021. The materiality of the error was assessed in accordance with the SEC’s Staff Accounting Bulletin 99 and the Company concluded that the previously issued condensed consolidated financial statements were not materially misstated. In accordance with the SEC’s Staff Accounting Bulletin 108, this immaterial error has been corrected and the revision will be presented prospectively here and in future filings. 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, 2021 and the notes thereto, are included in the Company’s Annual Report on Form 10-K that was filed with the SEC on March 24, 2022. There were no changes to significant accounting policies during the three and six months ended June 30, 2022. 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 prior to the Merger and the valuation of stock-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 and as part of the terms of its office and laboratory space lease. These amounts are classified as restricted cash in the Company’s condensed consolidated balance sheet. In December 2020, in connection with the Proteostasis 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. After forgiveness of the PPP Loan, in April 2021 the escrowed cash was released and reclassified into cash and cash equivalents. The cash pledged as collateral is classified as restricted cash in the Company’s condensed consolidated balance sheet as of June 30, 2022. Regarding the cash pledged as collateral related to the lease, because the restriction on that pledged cash is expected to lapse soon after July 31, 2022, due to the modification of the related lease (see Note 10), that amount has been presented as a current asset in the condensed consolidated balance sheet at June 30, 2022. As of June 30, 2022 and 2021, the cash and restricted cash of $12.7 million and $48.3 million, respectively, has been presented in the condensed consolidated statements of cash flows included cash and cash equivalents of $11.8 million and $47.4 million, respectively, and restricted cash of $0.9 million and $0.9 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. | 2. Summary of Significant Accounting Policies 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 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. Segment information The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. All of the Company’s tangible assets are held in the United States. Concentrations of credit risk and of significant suppliers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and marketable securities. At times the Company may maintain cash and investment balances in excess of federally insured limits. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company relies, and expects to continue to rely, on a small number of vendors to provide services, supplies and materials related to its discovery programs. These programs could be adversely affected by a significant interruption in these services or the availability of materials. Deferred financing costs The Company capitalizes certain legal and other third-party fees that are directly associated with obtaining access to capital under credit facilities. Deferred financing costs incurred in connection with obtaining access to capital are recorded in prepaid expenses and other current assets and are amortized over the term of the credit facility. Deferred financing costs related to a recognized debt liability are recorded as a reduction of the carrying amount of the debt liability and amortized to interest expense using the effective interest method over the repayment term. Cash equivalents The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. Restricted cash Amounts included in restricted cash represent amounts pledged as collateral for Company credit cards as part of the terms of the “Term Loan” (see note 8) and for its office and laboratory space lease. These amounts are classified as restricted cash (non-current) in the Company’s 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. After forgiveness of the PPP Loan, in April 2021 the escrowed cash was released and reclassified into cash and cash equivalents. The cash pledged as collateral is classified as restricted cash (non-current) in the Company’s consolidated balance sheet as of December 31, 2021. As of December 31, 2021 and 2020, the cash and restricted cash of $36.0 million and $82.9 million, respectively, presented in the consolidated statements of cash flows included cash and cash equivalents of $35.1 million and $80.8 million, respectively, and restricted cash of $0.9 million and $2.1 million, respectively. Property and equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization expense is recognized using the straight-line method over the estimated useful life of each asset as follows: Estimated Useful Life Laboratory equipment 2 - 3 years Office equipment, computers and software 2 - 5 years Furniture and fixtures 2 - 7 years Leasehold improvements Shorter of remaining term of lease or useful life Costs for capital assets not yet placed into service are capitalized as construction-in-progress and depreciated once placed into service. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is included in loss from operations. Expenditures for repairs and maintenance are charged to expense as incurred. Assets held-for-sale The Company classifies assets as held-for-sale when the following conditions are met: (1) management has committed to a plan to sell, (2) the assets are available for immediate sale in their present condition, (3) the Company has initiated an active program to identify a buyer, (4) it is probable that a sale will occur within one year, (5) the assets are actively marketed for sale at a reasonable price in relation to their current fair value, and (6) there is a low likelihood of significant changes to the plan or that the plan will be withdrawn. If all of the criteria are met as of the balance sheet date, the assets are presented separately in the consolidated balance sheet as held-for-sale at the lower of the carrying amount or fair value less costs to sell. The assets are then no longer depreciated or amortized while classified as held-for-sale. Impairment of long-lived assets The Company evaluates its long-lived assets, which consist primarily of property and equipment and right-of-use assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. The Company did not record any impairment losses on long-lived assets during the years ended December 31, 2021 or 2020. Acquisitions Acquisitions of assets or a group of assets that do not meet the definition of a business are accounted for as asset acquisitions using the cost accumulation method, whereby the cost of the acquisition, including certain transaction costs, is allocated to the assets acquired on the basis of relative fair values. No goodwill is recognized in an asset acquisition. Intangible assets that are acquired in an asset acquisition for use in research and development activities which have an alternative future use are capitalized as in-process research and development (“IPR&D”). Acquired IPR&D which has no alternative future use is recognized as research and development expense at acquisition. Contingent milestone payments associated with asset acquisitions are recognized when probable and estimable. These amounts are expensed to research and development if there is no alternative future use associated with the asset, or capitalized as an intangible asset if alternative future use of the asset exists. 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 4). 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. Marketable securities The Company’s marketable securities, which consist of debt securities, are classified as available-for-sale and are carried at fair value. Realized gains and losses are reported in other income (expense), net, within the consolidated statements of operations and comprehensive loss on a specific identification basis. The Company conducts periodic reviews to identify and evaluate each investment in the Company’s portfolio that has an unrealized loss to determine whether a credit loss exists. An unrealized loss exists when the current fair value of an individual security is less than its amortized cost basis. A credit loss is estimated by considering available information relevant to the collectability of the security and information about past events, current conditions, and reasonable and supportable forecasts. Any credit loss is recorded as a charge to other income (expense), net, not to exceed the amount of the unrealized loss. Unrealized losses other than the credit loss are recognized in accumulated other comprehensive income (loss). When determining whether a credit loss exists, the Company considers several factors, including whether the Company has the intent to sell the security or whether it is more likely than not that the Company will be required to sell the security prior to recovery of its amortized cost basis. If the Company has an intent to sell, or if it is more likely than not that the Company will be required to sell a debt security in an unrealized loss position before recovery of its amortized cost basis, the Company will write down the security to its fair value and record the corresponding charge as a component of other income (expense), net. No declines in value were deemed to be credit losses or other than temporary during the year ended December 31, 2021. Revenue recognition The Company accounts for its one collaboration arrangement, entered into in June 2020, under ASC Topic 606, Revenue From Contracts With Customers (ASC 606). For additional information on the Company’s collaboration agreement, see Note 6, Collaboration Agreement, to these consolidated financial statements. Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements within the scope of ASC 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price, including variable consideration, if any; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration to which it is entitled in exchange for the goods or services it transfers to the customer. The Company assesses the goods or services promised within each contract and determines those that are performance obligations. Arrangements that include rights to additional goods or services that are exercisable at a customer’s discretion are generally considered options. The Company assesses if these options provide a material right to the customer and if so, they are considered performance obligations. The identification of material rights requires judgments related to the determination of the value of the underlying license relative to the option exercise price, including assumptions about technical feasibility and the probability of developing a candidate that would be subject to the option rights. The exercise of a material right is accounted for as a contract modification for accounting purposes. The Company assesses whether each promised good or service is distinct for the purpose of identifying the performance obligations in the contract. This assessment involves subjective determinations and requires management to make judgments about the individual promised goods or services and whether such are separable from the other aspects of the contractual relationship. Promised goods and services are considered distinct provided that: (i) the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (that is, the good or service is capable of being distinct) and (ii) the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (that is, the promise to transfer the good or service is distinct within the context of the contract). In assessing whether a promised good or service is distinct, the Company considers factors such as the research, manufacturing and commercialization capabilities of the collaboration partner and the availability of the associated expertise in the general marketplace. The Company also considers the intended benefit of the contract in assessing whether a promised good or service is separately identifiable from other promises in the contract. If a promised good or service is not distinct, an entity is required to combine that good or service with other promised goods or services until it identifies a bundle of goods or services that is distinct. The transaction price is then determined and allocated to the identified performance obligations in proportion to their standalone selling prices (“SSP”) on a relative SSP basis. SSP is determined at contract inception and is not updated to reflect changes between contract inception and when the performance obligations are satisfied. Determining the SSP for performance obligations requires significant judgment. In developing the SSP for a performance obligation, the Company considers applicable market conditions and relevant entity- specific factors, including factors that were contemplated in negotiating the agreement with the customer and estimated costs. The Company validates the SSP for performance obligations by evaluating whether changes in the key assumptions used to determine the SSP will have a significant effect on the allocation of arrangement consideration between multiple performance obligations. If the consideration promised in a contract includes a variable amount, the Company estimates the amount of consideration to which it will be entitled in exchange for transferring the promised goods or services to a customer. The Company determines the amount of variable consideration by using the expected value method or the most likely amount method. The Company includes the unconstrained amount of estimated variable consideration in the transaction price. The amount included in the transaction price is constrained to the amount for which it is probable that a significant reversal of cumulative revenue recognized will not occur. At the end of each subsequent reporting period, the Company re-evaluates the estimated variable consideration included in the transaction price and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis in the period of adjustment. If an arrangement includes development and regulatory milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the Company’s control or the licensee’s control, such as regulatory approvals, are generally not considered probable of being achieved until those approvals are received. For arrangements with licenses of intellectual property that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes royalty revenue and sales-based milestones at the later of (i) when the related sales occur, or (ii) when the performance obligation to which the royalty has been allocated has been satisfied. The Company records amounts as accounts receivable when the right to consideration is deemed unconditional. When consideration is received, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a contract, a contract liability is recorded for deferred revenue. In determining the transaction price, the Company adjusts consideration for the effects of the time value of money if the timing of payments provides the Company with a significant benefit of financing. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the licensees and the transfer of the promised goods or services to the licensees will be one year or less. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) each performance obligation is satisfied, either at a point in time or over time, and if over time, recognition is based on the use of an output or input method. Classification and accretion of preferred units The Company’s preferred units were classified outside of stockholders’ equity(deficit) on the consolidated balance sheets because the holders of such units had redemption rights in the event of a deemed liquidation that, in certain situations, were not solely within the control of the Company. The occurrence of a deemed liquidation event was not determined to be probable in any period prior to the Merger, therefore the carrying values of the preferred units were not being accreted to their redemption values. Research and development costs Costs for research and development activities are expensed in the period in which they are incurred. Research and development expenses consist of costs incurred in performing research and development activities, including salaries and bonuses, stock/equity-based compensation, employee benefits, facilities costs, laboratory supplies, depreciation and amortization, manufacturing expenses, and external costs of vendors engaged to conduct research and preclinical development activities and clinical trials as well as the cost of licensing technology. Upfront payments under license agreements are expensed upon receipt of the license, and annual maintenance fees under license agreements are expensed in the period in which they are incurred. Milestone payments under license agreements are accrued, with a corresponding expense being recognized, in the period in which the milestone is determined to be probable of achievement and the related amount is reasonably estimable. Non-refundable advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. The prepaid amounts are expensed as the related goods are delivered or the services are performed. Research, development, and manufacturing contract costs and accruals The Company has entered into various research, development, and manufacturing contracts with research institutions and other companies. These agreements are generally cancelable, and related costs are recorded as research and development expenses as incurred. The Company records accruals for estimated ongoing research and development costs. When billing terms under these contracts do not coincide with the timing of when the work is performed, management is required to estimate the amount of outstanding obligations to those third parties as of period end. Any accrual estimates are based on a number of factors, including the Company’s knowledge of the progress towards completion of the research, development, and manufacturing activities, invoicing to date under the contracts, communication from the research institutions and other companies of any actual costs incurred during the period that have not yet been invoiced, and the costs included in the contracts. Significant judgments and estimates may be made in determining the accrued balances at the end of any reporting period. Actual results could differ from the estimates made by the Company. The historical accrual estimates made by the Company have not been materially different from the actual costs. Patent costs All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses. Stock/equity-based compensation The Company measures awards with service-based vesting or performance-based vesting granted to employees, non-employees and directors based on the fair value of the award on the date of grant. Compensation expense for the awards is recognized over the requisite service period for employees and directors and as services are delivered for non-employees, both of which are generally the vesting period of the respective award. The Company uses the straight-line method to record the expense of awards with only service-based vesting conditions. The Company uses the graded-vesting method to record the expense of awards with both service-based and performance-based vesting conditions, commencing once achievement of the performance condition becomes probable. The Company accounts for forfeitures of stock/equity-based awards as they occur. The Company classifies stock/equity-based compensation expense in its consolidated statements of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. Income taxes Prior to the Yumanity Reorganization, Holdings was organized as a Limited Liability Company and subject to the provisions of Subchapter K of the Internal Revenue Code. As such, Holdings was not viewed as a taxpaying entity in any jurisdiction and did not require a provision for income taxes. Each member was responsible for the tax liability, if any, related to its proportionate share of the member’s taxable income. The Company’s wholly owned corporate subsidiary was a taxpaying entity. After the Yumanity Reorganization, the Company and its subsidiary are both taxpaying entities. The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. Comprehensive loss Comprehensive loss is comprised of net loss and other comprehensive loss. The Company’s only elements of other comprehensive loss are unrealized gains (losses) on marketable securities. Net loss per share Basic net income (loss) per common share is computed by dividing the net income (loss) by the weighted average number of shares of common stock outstanding for the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of outstanding common stock equivalents. For periods in which the Company reported a net loss, diluted net loss per common share is the same as basic net loss per common share, since dilutive common shares are not assumed to have been issued if their affect is anti-dilutive. Leases In accordance with ASC 842, the Company determines at the inception of a contract if such arrangement is or contains a lease. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company classifies leases at the lease commencement date as operating or finance leases and records a right-of-use asset and a lease liability on the consolidated balance sheet for all leases with an initial lease term of greater than 12 months. Leases with an initial term of 12 months or less are not recorded on the balance sheet, but payments are recognized as expense on a straight-line basis over the lease term. The Company often enters into contracts that contain both lease and non-lease components. Non-lease components may include maintenance, utilities, and other operating costs. Subsequent to the Company’s adoption of ASC 842 as of January 1, 2019, the Company combines the lease and non-lease components of fixed costs in its lease arrangements as a single lease component. Variable costs, such as utilities or maintenance costs, are not included in the measurement of right-of-use assets and lease liabilities, but rather are expensed when the event determining the amount of variable consideration to be paid occurs. Lease liabilities and their corresponding right-of-use assets are recorded based on the present value of future lease payments over the expected lease term. The present value of future lease payments is determined by using the interest rate implicit in the lease if that rate is readily determinable; otherwise, the Company uses its estimated secured incremental borrowing rate for that lease term. The Company estimates its secured incremental borrowing rate for each lease based on the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. Certain of the Company’s leases include options to extend or terminate the lease. The amounts determined for the Company’s right-of-use assets and lease liabilities generally do not assume that renewal options or early-termination provisions, if any, are exercised, unless it is reasonably certain that the Company will exercise such options. Recently adopted accounting pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model. It also eliminates the concept of other- than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes may result in earlier recognition of credit losses. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments — Credit Losses, which narrowed the scope and changed the effective date for non-public entities for ASU 2016-13. The FASB subsequently issued supplemental guidance within ASU No. 2019-05, Financial Instruments — Credit Losses (Topic 326): Targeted Transition Relief (“ASU 2019-05”). ASU 2019-05 provides an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. For public entities that are Securities and Exchange Commission filers, excluding entities eligible to be smaller reporting companies, ASU 2016-13 is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. The Company adopted this standard on January 1, 2020 and the adoption had no impact on its consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12 , |
Fair Value Measurements and M_2
Fair Value Measurements and Marketable Securities (Q2) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 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 June 30, 2022: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $11,506 $— $— $11,506 Marketable securities: Commercial paper — — — — $11,506 $— $— $11,506 Fair Value Measurements at December 31, 2021: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $34,136 $ — $— $34,136 Marketable securities: Commercial paper — 1,399 — 1,399 $34,136 $1,399 $— $35,535 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. The Company’s marketable securities matured during the three months ended June 30, 2022. | 4. 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 December 31, 2021 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $34,136 $ — $— $34,136 Marketable securities: Commercial paper — 1,399 — 1,399 $34,136 $1,399 $— $35,535 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. The following table provides a roll-forward of the aggregate fair values of the Company’s preferred units warrant liability, for which fair value was determined by Level 3 inputs (in thousands): Preferred Unit Warrant Liability Fair value at December 31, 2019 $ 261 Change in fair value (72) Reclassification of warrant liability to permanent equity (189) Fair value at December 31, 2020 $ — The preferred unit warrant liability in the table above consisted of the fair value of warrants to purchase preferred units issued in 2019 (see Note 11) and was based on significant inputs not observable in the market, which represented a Level 3 measurement within the fair value hierarchy. The Company’s valuation of the preferred unit warrants utilized the Black-Scholes option-pricing model, which incorporated assumptions and estimates to value the preferred unit warrants. The Company assessed these assumptions and estimates at the end of each reporting period. Changes in the fair value of the preferred unit warrants were recognized within other income (expense) in the consolidated statements of operations. The most significant assumption in the Black-Scholes option-pricing model impacting the fair value of the preferred unit warrant liability was the fair value of the underlying preferred units as of each remeasurement date. The Company determined the fair value per unit of these preferred units by taking into consideration its most recent sales of its preferred units as well as additional factors that the Company deemed relevant. Immediately prior to the Merger, all of Holdings’ outstanding warrants were exchanged and became warrants to purchase shares of Yumanity Common Stock. As a result, the fair value of the warrants was reclassified to additional paid-in capital and there is no longer a warrant liability subject to remeasurement. There were no preferred unit warrants issued as of December 31, 2021. Marketable securities by security type consisted of the following (in thousands): December 31, 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Commercial paper $1,399 $— $— $1,399 $1,399 $— $— $1,399 December 31, 2020 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Commercial paper $4,498 $— $— $4,498 $4,498 $— $— $4,498 The Company’s marketable securities are due within one year. |
Collaboration Agreement (Q2)
Collaboration Agreement (Q2) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 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 was recognized as revenue as the performance obligation was 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. For the three and six months ended June 30, 2022, the Company recorded less than $0.1 million of collaboration revenue related to the Collaboration Agreement associated with providing the Initial Phase research and development services. 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. In November 2021, the Company delivered one of two data packages associated with the Initial Phase of the research and development services. On December 17, 2021, Merck notified the Company that Merck has accepted the first data package for one program from their research collaboration with the Company relating to ALS and FTLD, and that Merck has elected to continue the research collaboration. Achievement of this milestone triggered a $5.0 million milestone payment due from Merck. Upon Merck electing to advance the research program into the second phase (the “Second Phase”), the Company assessed whether the promised goods and services for the Second Phase are distinct. Based on the facts and circumstances, including but not limited to key differences between the Initial Phase research plan and the Second Phase research plans, including experiments performed and personnel utilized, the Company determined that the Second Phase represents a separate contract with its own performance obligation. The Second Phase performance obligation is being satisfied over the Second Phase research term as the Company performs the research and development activities through the second substantive option period and participates in a Joint Steering Committee to oversee research and development activities. Accordingly, the option payment of $5.0 million was recorded to deferred revenue at December 31, 2021 and during the six months ended June 30, 2022 the Company recognized $2.6 million of collaboration revenue related to the Collaboration Agreement as the Second Phase performance obligation is satisfied. The Company recognizes the Second Phase revenue using the cost-to-cost method, which it believes best depicts the transfer of control to the customer. Deferred revenue totals $2.4 million at June 30, 2022 related to the Collaboration Agreement, and it is expected to be recognized in the next twelve months. The Company assessed the Collaboration Agreement to determine whether a significant financing component exists and concluded that a significant financing component does not exist. | 6. 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 if Merck elects to advance the research program and 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 expected to be delivered as part of the first stage of the research program (the “Initial Phase”) 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 is being 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 December 31, 2021, the aggregate amount of the transaction price related to the unsatisfied portion of the performance obligation associated with Initial Phase is $0.1 million, which is expected to be recognized as revenue within the next year. During the year ended December 31, 2021, the Company recorded $8.0 million of collaboration revenue related to the Collaboration Agreement associated with providing the Initial Phase research and development services. 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. In November 2021, the Company delivered one of two data packages associated with the Initial Phase of the research and development services. On December 17, 2021, Merck notified Yumanity Therapeutics, Inc. (the “Company”) that Merck has accepted the first data package for one program from their research collaboration with the Company relating to amyotrophic lateral sclerosis, or ALS (also known as Lou Gehrig’s disease) and frontotemporal lobar degeneration, or FTLD, and that Merck has elected to continue the research collaboration. Achievement of this milestone triggered a $5 million milestone payment due from Merck. Upon Merck electing to advance the research program into the second phase (the “Second Phase”), the Company assessed whether the promised goods and services for the Second Phase are distinct. Based on the facts and circumstances, including but not limited to key differences between the Initial Phase research plan and the Second Phase research plans, including experiments performed and personnel utilized, the Company determined that the Second Phase represents a separate contract with its own performance obligation. The Second Phase performance obligation is being satisfied over the Second Phase research term as the Company performs the research and development activities through the second substantive option period, and participates in a Joint Steering Committee to oversee research and development activities. Accordingly, the option payment of $5.0 million was recorded to deferred revenue at December 31, 2021 and will be recognized as revenue as the performance obligation is satisfied. The Company will recognize the Second Phase revenue using the cost-to-cost method, which it believes best depicts the transfer of control to the customer. 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 (Q2)
Accrued Expenses (Q2) | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 5. Accrued Expenses and Other Current Liabilities Accrued expenses consisted of the following (in thousands): June 30, 2022 December 31, 2021 Accrued employee compensation and benefits $ 350 $1,763 Accrued external research and development expenses 962 1,633 Accrued professional fees 740 901 Other 370 549 $2,422 $4,846 In January 2022, the Company approved a restructuring plan following a review of its operations, cost structure and growth opportunities (the “Restructuring”). The Company recorded a charge of $0.4 million and $1.4 million during the three and six months ended June 30, 2022, respectively, as a result of the Restructuring, which consisted of one-time termination benefits for employee severance, benefits and related costs, and certain retention payments, which are expected to result in cash expenditures and will be paid out by December 31, 2022. The following table summarizes the changes in the Company’s accrued restructuring balance, which are included in Accrued expenses and other current liabilities in the accompanying condensed consolidated balance sheet: (In thousands) 2022 Beginning balance at December 31, 2021 $ — Restructuring costs, personnel related 985 Cash paid for restructuring costs (330) Ending balance at March 31, 2022 655 Restructuring costs, personnel related 412 Cash paid for restructuring costs (765) Forfeitures (31) Ending balance at June 30, 2022 $ 271 |
Short-term borrowings (Q2)
Short-term borrowings (Q2) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Short-term borrowings | 6. Short-term borrowings As of June 30, 2022, the Company had short-term borrowings of $0.6 million consisting of a Commercial Insurance Premium Finance and Security Agreement (the “Finance and Security Agreement”) entered into in January 2022. The Finance and Security Agreement has a nine-month repayment period with an annual interest rate of 2.93% and a maturity of September 22, 2022. Collateral under the Finance and Security Agreement includes the right, title, and interest in the underlying business insurance policies. |
Debt (Q2)
Debt (Q2) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Debt | 7. Debt Long-term debt consisted of the following (in thousands): June 30, 2022 December 31, 2021 Principal amount of long-term debt $— $12,733 Less: Current portion of long-term debt — (5,805) Long-term debt, net of current portion — 6,928 Debt discount, net of accretion — (217) Accrued end-of-term payment — 646 Long-term debt, net of discount and current portion $— $ 7,357 The Company entered into a loan and security agreement with Hercules Capital, Inc. (the “Lender”) in December 2019 (the “Term Loan”), pursuant to which it had $12.7 million in outstanding principal borrowings as of December 31, 2021. On February 25, 2022, the Company repaid to the Lender a payoff amount of $12.8 million and terminated the Term Loan, provided that the Company continues to be bound by certain indemnification obligations under Section 6.3 of the Term Loan. The payoff amount resulted in an extinguishment loss of $0.2 million and included payment of approximately $0.9 million consisting of end of term costs of 5.25% of the $15.0 million amount drawn under the Term Loan and $0.1 million as outlined below, as well as an interest/non-use fee of less than $0.1 million. 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 end of term cost of $0.3 million became due upon repayment of the loan. Also in April 2020, prior to entering into the Proteostasis 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. 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 Proteostasis Merger under the Term Loan between Yumanity, Inc. as borrower and the Lender. Immediately prior to the Proteostasis 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 Proteostasis 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. 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 end of term cost of $0.3 million to $0.1 million upon repayment of the loan. | 8. Debt Long-term debt consisted of the following (in thousands): December 31, 2021 2020 Principal amount of long-term debt $12,733 $16,123 Less: Current portion of long-term debt (5,805) (2,891) Long-term debt, net of current portion 6,928 13,232 Debt discount, net of accretion (217) (348) Accrued end-of-term payment 646 353 Long-term debt, net of discount and current portion $ 7,357 $13,237 We have outstanding principal borrowings of $12.7 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 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 provided for the Company’s guaranty of Yumanity Inc.’s obligations under the Loan Agreement and provided the Lender a security interest in all of Company’s assets other than intellectual property as collateral. The Loan Amendment provided 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 submitted a forgiveness application. The Loan Amendment also amended 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 continued in the form existing prior to the Loan Amendment. As of December 31, 2021 and 2020, the interest rate applicable to borrowings under the Term Loan was 8.75%. During the year ended December 31, 2021, the weighted average effective interest rate on outstanding borrowings under the Term Loan was approximately 12.52%. 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. As of December 31, 2021, the Company has assessed that the risk of subjective acceleration under the material adverse events clause is not probable and therefore have classified the outstanding principal on the consolidated balance sheet based on the contractually scheduled principal payments. 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 in the consolidated statement of operations as of December 31, 2021. As of December 31, 2021, future principal payments due are as follows (in thousands): Year Ending December 31, 2022 $ 5,805 2023 6,341 2024 586 2025 — 2026 — $12,732 On February 25, 2022, Term Loan terminated upon the payment by the Company to Hercules of a voluntary payoff amount of $12.8 million, provided that the Company continues to be bound by certain indemnification obligations under Section 6.3 of the Term Loan. The payoff amount included payment of approximately $0.9 million consisting of the final and additional final payment fees outlined above, as well as an interest/non-use fee of less than $0.1 million. |
Stock_Equity-Based Compensati_2
Stock/Equity-Based Compensation (Q2) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Stock/Equity-Based Compensation | 8. 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. During the six months ended June 30, 2022, there were no RSUs granted and 48,172 were outstanding, and the Company recognized $0.1 million of stock-based compensation expense during the three and six months ended June 30, 2022. The following table summarizes the Company’s RSU activity for the six months ended June 30, 2022: RSUs Weighted Average Grant Date Fair Value Unvested balance at December 31, 2021 86,225 $17.89 Issued — $ — Vested (17,624) $17.89 Forfeited (20,429) $17.89 Unvested balance at June 30, 2022 48,172 $17.89 Restricted Stock Awards (RSAs) On November 22, 2021, the Company’s compensation committee of the board approved payment to be made to Company employees through a grant of RSAs based on the December 1, 2021 closing share price of the Company’s common stock with a fair value of $1.2 million. The requisite service period for the awards is one year (the vesting period). The Company recognized employee stock-based compensation expense for the RSA grant on a straight-line basis over the vesting period of the awards. During the six months ended June 30, 2022, there were no RSAs granted and 80,160 outstanding, and the Company recognized $0.3 and $0.7 million stock-based compensation expense during the three and six months ended June 30, 2022. The following table summarizes the Company’s RSA activity for the three and six months ended June 30, 2022: RSAs Weighted Average Grant Date Fair Value Unvested balance at December 31, 2021 305,663 $3.83 Issued — $ — Vested (189,778) $3.83 Forfeited (35,725) $3.83 Unvested balance at June 30, 2022 80,160 $3.83 Summary of plans Upon completion of the Proteostasis 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, 2022, an additional 319,341 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 June 30, 2022 the total number of shares of the Company’s common stock reserved for issuance under the 2016 Plan was 760,498, of which 457,504 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 June 30, 2022, the total number of shares reserved under the 2016 ESPP was 48,564 shares. The number of shares reserved for issuance under the 2016 ESPP was increased by 6,938 shares effective as of January 1, 2022 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 (as defined below) and the Proteostasis 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 Proteostasis 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 described in the Proteostasis Merger Agreement 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 June 30, 2022. 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 shares 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 shares available under the 2018 Plan. As of June 30, 2022, 219,859 shares 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 June 2, 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. During six months ended June 30, 2022, the Company issued 17,000 options from the 2021 Plan to purchase common stock. As of June 30, 2022, the total number of shares of the Company’s common stock that may be issued under the 2021 Plan is 400,000 shares of which 246,600 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. On April 13, 2021, Board of Directors approved the issuance of stock options to purchase 104,000 shares of its common stock. The stock options were issued outside of the Company’s 2021 Plan as an inducement material to the individual’s acceptance of an offer of employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4). As of June 30, 2022, all 104,000 stock options have been forfeited. Option valuation The fair value of option grants is estimated using the Black-Scholes option-pricing model. Prior to the Proteostasis Merger, the Company was a private company and lacked 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 was based on the fact that the Company has never paid cash dividends. Option activity The following table summarizes the Company’s option activity during six months ended June 30, 2022: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2021 1,779,174 $18.99 7.67 — Granted 17,000 $ 2.89 — Exercised — — — Forfeited (573,490) $31.47 — Outstanding as of June 30, 2022 1,222,684 $11.99 7.82 — Vested and expected to vest as of June 30, 2022 1,222,684 $ 11.99 7.82 — 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 for those stock options that had exercise prices lower than the fair value of the Company’s common stock. | 12. Stock/Equity-Based Compensation Incentive units Prior to the Yumanity Reorganization, the Company’s operating agreement, as amended and restated, provided for the granting of incentive units, a type of common units, to officers, directors, employees, consultants and advisors. Holders of incentive units were entitled to receive distributions in proportion to their ownership percent interest, upon liquidation, that were in excess of the strike price of the award, (the “Participation Threshold”) set by the board of directors on the date of grant. The Participation Threshold was based on the amount that would be distributed in respect of a common unit pursuant to its liquidation preferences, if, upon a hypothetical liquidation of the Company on the date of issuance of such Incentive Unit, the Company sold its assets for their fair market value, satisfied its liabilities and distributed its remaining net assets to holders of units in liquidation. The Company determined that the underlying terms of the incentive units and the intended purpose of the awards were more akin to an equity-based compensation award than a performance bonus or profit-sharing arrangement and, therefore, the incentive units were equity-classified awards. 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 December 31, 2021, 122,469 RSUs were granted and 86,225 were outstanding, and the Company recognized $0.9 million stock-based compensation expense during the twelve months ended December 31, 2021. The following table summarizes the Company’s RSU activity for the twelve months ended December 31, 2021: RSUs Weighted Average Grant Date Fair Value Unvested at December 31, 2020 — $ — Issued 122,469 $17.89 Vested (23,146) $17.89 Forfeited (13,098) $17.89 Unvested at December 31, 2021 86,225 $17.89 Restricted Stock Awards (RSAs) On November 22, 2021, the Company’s compensation committee of the board approved payment to be made to Company employees through a grant of RSAs based on the December 1, 2021 closing share price of the Company’s common stock with a fair value of $1.2 million. The requisite service period for the awards is one year (the vesting period). The Company recognized employee stock-based compensation expense for the RSA grant on a straight-line basis over the vesting period of the awards. As of December 31, 2021, 305,663 RSAs were granted and outstanding, and the Company recognized $0.1 million stock-based compensation expense during the twelve months ended December 31, 2021. The following table summarizes the Company’s RSA activity for the twelve months ended December 31, 2021: RSAs Weighted Average Grant Date Fair Value Unvested at December 31, 2020 — $ — Issued 305,663 $3.83 Vested — $ — Forfeited — $ — Unvested at December 31, 2021 305,663 $3.83 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, 2020, an additional 78,175 shares were reserved for issuance under the 2016 Plan. The number of shares reserved for issuance under the 2016 Plan was increased by 303,495 shares effective as of January 1, 2021 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 December 31, 2021, the total number of shares of the Company’s common stock reserved for issuance under the 2016 Plan was 379,720, of which 138,163 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. The number of shares reserved for issuance under the 2016 ESPP was increased by 6,938 shares effective as of January 1, 2021 in accordance with the provisions of the 2016 ESPP described above. As of December 31, 2021, the total number of shares reserved under the 2016 ESPP was 41,626 shares. 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 December 31, 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 December 31, 2021, 33,209 shares 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 June 2, 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. During the year ended December 31, 2021, the Company issued 174,400 options from the 2021 Plan to purchase common stock. As of December 31, 2021, the total number of shares of the Company’s common stock that may be issued under the 2021 Plan is 400,000 shares of which 227,600 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. On April 13, 2021, Board of Directors approved the issuance of stock options to purchase 104,000 shares of its common stock. The stock options were issued outside of the Company’s 2021 Plan as an inducement material to the individual’s acceptance of an offer of employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4). 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 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. The following table presents, on a weighted average basis, the assumptions used in the Black-Scholes option-pricing model to determine the grant-date fair value of options granted: Year Ended December 31, 2021 2020 Risk-free interest rate 1.0% 1.1% Expected volatility 81.3% 70.9% Expected dividend yield — — Expected term (in years) 6.3 7.8 Option activity The following table summarizes the Company’s option activity during the year ended December 31, 2021: Number of Shares/ Units Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in years) (in thousands) Outstanding as of December 31, 2020 944,961 $20.70 8.29 $6,522 Granted 994,014 $16.63 Exercised (9,241) $ 8.97 Cancelled (150,560) $14.60 Outstanding as of December 31, 2021 1,779,174 $18.99 7.67 $ — Vested and expected to vest as of December 31, 2021 1,764,174 $19.00 7.66 $ — Options exercisable as of December 31, 2021(1) 1,024,379 $20.99 6.48 $ — (1) Certain options were immediately exercisable for restricted common stock which vest according to the original vesting terms of the option grant. No options have been exercised prior to vesting. 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 weighted average grant-date fair value of stock/unit options granted during the years ended December 31, 2021 and 2020 was $11.56 per share and $11.39 per share/unit, respectively. Stock/equity-based compensation The Company recorded stock/equity-based compensation expense related to common stock/unit options, restricted stock units, and restricted stock awards in the following expense categories in its consolidated statements of operations (in thousands): Year Ended December 31, 2021 2020 Research and development expenses $1,352 $ 663 General and administrative expenses 3,938 1,603 $5,290 $2,266 As of December 31, 2021, total unrecognized compensation cost related to unvested options and restricted common stock was $12.3 million, which is expected to be recognized over a weighted average period of 2.65 years. |
Net Loss per Share (Q2)
Net Loss per Share (Q2) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net Loss per Share | 9. 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 June 30, Six Months Ended June 30, 2022 2021 2022 2021 Numerator: Net loss $ (4,845) $ (10,454) $ (18,226) $ (19,136) Denominator: Weighted average common shares outstanding, basic and diluted 10,847,734 10,195,608 10,800,473 10,194,474 Net loss per share, basic and diluted $ (0.45) $ (1.03) $ (1.69) $ (1.88) 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 June 30, 2022 2021 Options to purchase common stock 1,222,684 1,756,947 Warrants to purchase common stock or shares convertible into common stock 99,986 99,986 Unvested RSUs 48,172 112,544 1,370,842 1,969,477 | 14. Net Loss Per Share Basic and diluted net loss per share was calculated as follows (in thousands, except share and per share amounts): Year Ended December 31, 2021 2020 Numerator: Net loss $ (39,503) $ (57,487) Gain on extinguishment of Class B preferred units — 6,697 Net loss applicable to common shareholders $ (39,503) $ (50,790) Denominator: Weighted average common shares outstanding, basic and diluted 10,283,172 2,354,143 Net loss per share, basic and diluted $ (3.84) $ (21.57) 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 December 31, 2021 2020 Options to purchase common stock 1,779,174 944,961 Warrants to purchase common stock or shares convertible into common stock 99,986 99,986 Unvested RSUs 86,225 — 1,965,385 1,044,947 |
Leases (Q2)
Leases (Q2) | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Leases | 10. Leases 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 “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 Premises required the Company to pay for a non-exclusive, irrevocable license to use forty-two unreserved parking spaces adjacent to the 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 Proteostasis 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 Proteostasis 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 Proteostasis 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 $1.0 million for the three and six months ended June 30, 2022 and lease income from the Sublease of $0.5 million and $1.0 million for the three and six months ended June 30, 2022 are classified in operating expense on a net basis. On February 28, 2022, the Company entered into two agreements that effectively amended the Premises license agreement for laboratory space in Boston, Massachusetts. The first agreement terminated the existing license, due to expire in May of 2023, effective March 31, 2022. The second agreement, effective April 1, 2022, created a new license for approximately 20 percent of the space covered by the original license with an expiration date of December 31, 2022. The Company agreed to surrender to Licensor the full amount of both the security deposit and the last month’s license fee held by licensor pursuant to the agreement, totaling approximately $0.8 million, in consideration of the agreement to terminate the original license. The related lease liability was reduced by $3.2 million with a corresponding reduction of the ROU asset as a result of this modification. The new license agreement decreases the monthly license fee amount from $0.4 million to $0.1 million. During the three months ended March 31, 2022, the Company determined a triggering event occurred related to a portion of its Merger Premises. As a result, the Company performed an impairment test. Based on a comparison of undiscounted cash flows to the right of use (“ROU”) asset, the Company determined that the asset was impaired, driven largely by the difference between the existing lease, contract terms and sublease income potential. This resulted in an impairment charge of $3.9 million, which reflects the excess of the ROU asset carrying value over its fair value. On May 16, 2022, the Company entered into an agreement that accelerated the termination date of the Merger Premises lease agreement to July 31, 2022, which results in no payment obligations after that date. No other terms of the lease agreement were changed, and no additional costs were incurred related to the change. As a result of the modification, the related lease liability was reduced by $8.6 million with a corresponding reduction of the ROU asset as a result of this modification. The remaining lease liability relating solely to the Merger Premises of $0.2 million at June 30, 2022 has been classified as a current liability. The Company also leased property and equipment under agreements that are accounted for as finance leases. As of March 31, 2022 the Company entered into an agreement for an early termination of the finance leases, which primarily consisted of laboratory equipment. The remaining finance lease liabilities settled was less than $0.1 million. The components of lease cost were as follows (in thousands): Six Months Ended June 30, 2022 2021 Operating lease cost $2,496 $3,053 Short-term lease cost — — Variable lease cost 357 272 Finance lease cost: Amortization of lease assets 8 77 Interest on lease liabilities 1 5 Total finance lease cost $ 9 $ 82 Supplemental disclosure of cash flow information related to leases was as follows (in thousands): Six Months Ended June 30, 2022 2021 Cash paid for amounts included in the measurement of operating lease liabilities (operating cash flows) $ 2,177 $2,970 Cash paid for amounts included in the measurement of finance lease liabilities (operating cash flows) $ 1 $ 5 Cash paid for amounts included in the measurement of finance lease liabilities (financing cash flows) $ 27 $ 108 Operating lease liabilities arising from obtaining right-of-use assets $ — $ — Finance lease liabilities arising from obtaining right- of-use assets $ — $ — Reduction in operating lease liabilities as a result of lease modifications $11,844 $ — Reduction in operating right-of-use assets as a result of lease modifications $11,852 $ — The weighted-average remaining lease term and discount rate were as follows: As of June 30, 2022 2021 Weighted-average remaining lease term (in years) used for: Operating leases 0.39 4.75 Finance leases — 1.11 Weighted-average discount rate used for: Operating leases 5.85% 9.08% Finance leases — 5.88% 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. There were no finance leases as of June 30, 2022. As of June 30, 2022, future annual lease payments under the Company’s real estate operating leases and equipment finance leases were as follows (in thousands): Year Operating Leases Lease Payments to be Received from Sublease Net Operating Lease Payments 2022 $566 $(166) $400 2023 — — $ — 2024 — — $ — 2025 — — $ — 2026 — — $ — Thereafter — — $ — Total future lease payments 566 (166) 400 Less: Imputed interest (7) — (7) Total lease liabilities $559 $(166) $393 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 $831 Total leased assets $831 Liabilities: Current: Operating lease liabilities Operating lease liabilities $559 Non-current: Operating lease liabilities Operating lease liabilities, net of current portion — Total lease liabilities $559 |
Commitments and Contingencies_2
Commitments and Contingencies (Q2) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | 11. 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 six months ended June 30, 2022 and the year ended December 31, 2021. 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 Proteostasis 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 Proteostasis Merger 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 nine-month period after the effective time of the Proteostasis Merger (with any potential payment obligations continuing until the 10-year anniversary of the closing of the Proteostasis Merger Agreement). The CVR agreement became effective at the closing of the Proteostasis Merger. Due to the fact that no CF Asset sale was completed by the nine-month anniversary of the effective time of the Proteostasis Merger, the CVRs expired. No liability has been recorded at June 30, 2022 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. | 16. 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 years ended December 31, 2021 or 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 Cystic Fibrosis 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 December 31, 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. Legal Matters Between October 14 and December 7, 2020, following the announcement of the proposed merger among PTI, Yumanity, Inc. and Merger Sub, a wholly owned subsidiary of PTI, nine lawsuits were filed by purported stockholders of PTI challenging the Merger. The first lawsuit, brought as a putative class action, is captioned Aniello v. Proteostasis Therapeutics, Inc., et al. Culver v. Proteostasis Therapeutics, Inc., et al Donolo v. Proteostasis Therapeutics, Inc. et al Straube v. Proteostasis Therapeutics, Inc., et al Beck v. Proteostasis Therapeutics, Inc., et al Dreyer v. Proteostasis Therapeutics, Inc., et al Kopkin v. Proteostasis Therapeutics, Inc. et al Merritt v. Proteostasis Therapeutics, Inc., et al Koh v. Proteostasis Therapeutics, Inc., et al Aniello Donolo Donolo Aniello pursuant to which all claims were released by plaintiffs and their counsel and an immaterial payment of a mootness fee was paid to plaintiffs’ counsel, a portion of which was paid by the Company’s insurer. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (FY) (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
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 prior to the Merger and the valuation of stock-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. | 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 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. |
Segment Information | Segment information The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. All of the Company’s tangible assets are held in the United States. | |
Concentrations of credit risk and of significant suppliers | Concentrations of credit risk and of significant suppliers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and marketable securities. At times the Company may maintain cash and investment balances in excess of federally insured limits. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company relies, and expects to continue to rely, on a small number of vendors to provide services, supplies and materials related to its discovery programs. These programs could be adversely affected by a significant interruption in these services or the availability of materials. | |
Deferred financing costs | Deferred financing costs The Company capitalizes certain legal and other third-party fees that are directly associated with obtaining access to capital under credit facilities. Deferred financing costs incurred in connection with obtaining access to capital are recorded in prepaid expenses and other current assets and are amortized over the term of the credit facility. Deferred financing costs related to a recognized debt liability are recorded as a reduction of the carrying amount of the debt liability and amortized to interest expense using the effective interest method over the repayment term. | |
Cash Equivalents | Cash equivalents The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. | |
Restricted Cash | Restricted cash Amounts included in restricted cash represent amounts pledged as collateral for Company credit cards and as part of the terms of its office and laboratory space lease. These amounts are classified as restricted cash in the Company’s condensed consolidated balance sheet. In December 2020, in connection with the Proteostasis 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. After forgiveness of the PPP Loan, in April 2021 the escrowed cash was released and reclassified into cash and cash equivalents. The cash pledged as collateral is classified as restricted cash in the Company’s condensed consolidated balance sheet as of June 30, 2022. Regarding the cash pledged as collateral related to the lease, because the restriction on that pledged cash is expected to lapse soon after July 31, 2022, due to the modification of the related lease (see Note 10), that amount has been presented as a current asset in the condensed consolidated balance sheet at June 30, 2022. As of June 30, 2022 and 2021, the cash and restricted cash of $12.7 million and $48.3 million, respectively, has been presented in the condensed consolidated statements of cash flows included cash and cash equivalents of $11.8 million and $47.4 million, respectively, and restricted cash of $0.9 million and $0.9 million, respectively. | Restricted cash Amounts included in restricted cash represent amounts pledged as collateral for Company credit cards as part of the terms of the “Term Loan” (see note 8) and for its office and laboratory space lease. These amounts are classified as restricted cash (non-current) in the Company’s 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. After forgiveness of the PPP Loan, in April 2021 the escrowed cash was released and reclassified into cash and cash equivalents. The cash pledged as collateral is classified as restricted cash (non-current) in the Company’s consolidated balance sheet as of December 31, 2021. As of December 31, 2021 and 2020, the cash and restricted cash of $36.0 million and $82.9 million, respectively, presented in the consolidated statements of cash flows included cash and cash equivalents of $35.1 million and $80.8 million, respectively, and restricted cash of $0.9 million and $2.1 million, respectively. |
Property and Equipment | Property and equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization expense is recognized using the straight-line method over the estimated useful life of each asset as follows: Estimated Useful Life Laboratory equipment 2 - 3 years Office equipment, computers and software 2 - 5 years Furniture and fixtures 2 - 7 years Leasehold improvements Shorter of remaining term of lease or useful life Costs for capital assets not yet placed into service are capitalized as construction-in-progress and depreciated once placed into service. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is included in loss from operations. Expenditures for repairs and maintenance are charged to expense as incurred. | |
Assets held-for-sale | Assets held-for-sale The Company classifies assets as held-for-sale when the following conditions are met: (1) management has committed to a plan to sell, (2) the assets are available for immediate sale in their present condition, (3) the Company has initiated an active program to identify a buyer, (4) it is probable that a sale will occur within one year, (5) the assets are actively marketed for sale at a reasonable price in relation to their current fair value, and (6) there is a low likelihood of significant changes to the plan or that the plan will be withdrawn. If all of the criteria are met as of the balance sheet date, the assets are presented separately in the consolidated balance sheet as held-for-sale at the lower of the carrying amount or fair value less costs to sell. The assets are then no longer depreciated or amortized while classified as held-for-sale. | |
Impairment of Long-Lived Assets | Impairment of long-lived assets The Company evaluates its long-lived assets, which consist primarily of property and equipment and right-of-use assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. The Company did not record any impairment losses on long-lived assets during the years ended December 31, 2021 or 2020. | |
Acquisitions | Acquisitions Acquisitions of assets or a group of assets that do not meet the definition of a business are accounted for as asset acquisitions using the cost accumulation method, whereby the cost of the acquisition, including certain transaction costs, is allocated to the assets acquired on the basis of relative fair values. No goodwill is recognized in an asset acquisition. Intangible assets that are acquired in an asset acquisition for use in research and development activities which have an alternative future use are capitalized as in-process research and development (“IPR&D”). Acquired IPR&D which has no alternative future use is recognized as research and development expense at acquisition. Contingent milestone payments associated with asset acquisitions are recognized when probable and estimable. These amounts are expensed to research and development if there is no alternative future use associated with the asset, or capitalized as an intangible asset if alternative future use of the asset exists. | |
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. | 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 4). 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. |
Marketable securities | Marketable securities The Company’s marketable securities, which consist of debt securities, are classified as available-for-sale and are carried at fair value. Realized gains and losses are reported in other income (expense), net, within the consolidated statements of operations and comprehensive loss on a specific identification basis. The Company conducts periodic reviews to identify and evaluate each investment in the Company’s portfolio that has an unrealized loss to determine whether a credit loss exists. An unrealized loss exists when the current fair value of an individual security is less than its amortized cost basis. A credit loss is estimated by considering available information relevant to the collectability of the security and information about past events, current conditions, and reasonable and supportable forecasts. Any credit loss is recorded as a charge to other income (expense), net, not to exceed the amount of the unrealized loss. Unrealized losses other than the credit loss are recognized in accumulated other comprehensive income (loss). When determining whether a credit loss exists, the Company considers several factors, including whether the Company has the intent to sell the security or whether it is more likely than not that the Company will be required to sell the security prior to recovery of its amortized cost basis. If the Company has an intent to sell, or if it is more likely than not that the Company will be required to sell a debt security in an unrealized loss position before recovery of its amortized cost basis, the Company will write down the security to its fair value and record the corresponding charge as a component of other income (expense), net. No declines in value were deemed to be credit losses or other than temporary during the year ended December 31, 2021. | |
Revenue recognition | Revenue recognition The Company accounts for its one collaboration arrangement, entered into in June 2020, under ASC Topic 606, Revenue From Contracts With Customers (ASC 606). For additional information on the Company’s collaboration agreement, see Note 6, Collaboration Agreement, to these consolidated financial statements. Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements within the scope of ASC 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price, including variable consideration, if any; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration to which it is entitled in exchange for the goods or services it transfers to the customer. The Company assesses the goods or services promised within each contract and determines those that are performance obligations. Arrangements that include rights to additional goods or services that are exercisable at a customer’s discretion are generally considered options. The Company assesses if these options provide a material right to the customer and if so, they are considered performance obligations. The identification of material rights requires judgments related to the determination of the value of the underlying license relative to the option exercise price, including assumptions about technical feasibility and the probability of developing a candidate that would be subject to the option rights. The exercise of a material right is accounted for as a contract modification for accounting purposes. The Company assesses whether each promised good or service is distinct for the purpose of identifying the performance obligations in the contract. This assessment involves subjective determinations and requires management to make judgments about the individual promised goods or services and whether such are separable from the other aspects of the contractual relationship. Promised goods and services are considered distinct provided that: (i) the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (that is, the good or service is capable of being distinct) and (ii) the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (that is, the promise to transfer the good or service is distinct within the context of the contract). In assessing whether a promised good or service is distinct, the Company considers factors such as the research, manufacturing and commercialization capabilities of the collaboration partner and the availability of the associated expertise in the general marketplace. The Company also considers the intended benefit of the contract in assessing whether a promised good or service is separately identifiable from other promises in the contract. If a promised good or service is not distinct, an entity is required to combine that good or service with other promised goods or services until it identifies a bundle of goods or services that is distinct. The transaction price is then determined and allocated to the identified performance obligations in proportion to their standalone selling prices (“SSP”) on a relative SSP basis. SSP is determined at contract inception and is not updated to reflect changes between contract inception and when the performance obligations are satisfied. Determining the SSP for performance obligations requires significant judgment. In developing the SSP for a performance obligation, the Company considers applicable market conditions and relevant entity- specific factors, including factors that were contemplated in negotiating the agreement with the customer and estimated costs. The Company validates the SSP for performance obligations by evaluating whether changes in the key assumptions used to determine the SSP will have a significant effect on the allocation of arrangement consideration between multiple performance obligations. If the consideration promised in a contract includes a variable amount, the Company estimates the amount of consideration to which it will be entitled in exchange for transferring the promised goods or services to a customer. The Company determines the amount of variable consideration by using the expected value method or the most likely amount method. The Company includes the unconstrained amount of estimated variable consideration in the transaction price. The amount included in the transaction price is constrained to the amount for which it is probable that a significant reversal of cumulative revenue recognized will not occur. At the end of each subsequent reporting period, the Company re-evaluates the estimated variable consideration included in the transaction price and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis in the period of adjustment. If an arrangement includes development and regulatory milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the Company’s control or the licensee’s control, such as regulatory approvals, are generally not considered probable of being achieved until those approvals are received. For arrangements with licenses of intellectual property that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes royalty revenue and sales-based milestones at the later of (i) when the related sales occur, or (ii) when the performance obligation to which the royalty has been allocated has been satisfied. The Company records amounts as accounts receivable when the right to consideration is deemed unconditional. When consideration is received, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a contract, a contract liability is recorded for deferred revenue. In determining the transaction price, the Company adjusts consideration for the effects of the time value of money if the timing of payments provides the Company with a significant benefit of financing. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the licensees and the transfer of the promised goods or services to the licensees will be one year or less. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) each performance obligation is satisfied, either at a point in time or over time, and if over time, recognition is based on the use of an output or input method. | |
Classification and accretion of preferred units | Classification and accretion of preferred units The Company’s preferred units were classified outside of stockholders’ equity(deficit) on the consolidated balance sheets because the holders of such units had redemption rights in the event of a deemed liquidation that, in certain situations, were not solely within the control of the Company. The occurrence of a deemed liquidation event was not determined to be probable in any period prior to the Merger, therefore the carrying values of the preferred units were not being accreted to their redemption values. | |
Research and Development Costs | Research and development costs Costs for research and development activities are expensed in the period in which they are incurred. Research and development expenses consist of costs incurred in performing research and development activities, including salaries and bonuses, stock/equity-based compensation, employee benefits, facilities costs, laboratory supplies, depreciation and amortization, manufacturing expenses, and external costs of vendors engaged to conduct research and preclinical development activities and clinical trials as well as the cost of licensing technology. Upfront payments under license agreements are expensed upon receipt of the license, and annual maintenance fees under license agreements are expensed in the period in which they are incurred. Milestone payments under license agreements are accrued, with a corresponding expense being recognized, in the period in which the milestone is determined to be probable of achievement and the related amount is reasonably estimable. Non-refundable advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. The prepaid amounts are expensed as the related goods are delivered or the services are performed. | |
Research, development, and manufacturing contract costs and accruals | Research, development, and manufacturing contract costs and accruals The Company has entered into various research, development, and manufacturing contracts with research institutions and other companies. These agreements are generally cancelable, and related costs are recorded as research and development expenses as incurred. The Company records accruals for estimated ongoing research and development costs. When billing terms under these contracts do not coincide with the timing of when the work is performed, management is required to estimate the amount of outstanding obligations to those third parties as of period end. Any accrual estimates are based on a number of factors, including the Company’s knowledge of the progress towards completion of the research, development, and manufacturing activities, invoicing to date under the contracts, communication from the research institutions and other companies of any actual costs incurred during the period that have not yet been invoiced, and the costs included in the contracts. Significant judgments and estimates may be made in determining the accrued balances at the end of any reporting period. Actual results could differ from the estimates made by the Company. The historical accrual estimates made by the Company have not been materially different from the actual costs. | |
Patent Costs | Patent costs All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses. | |
Stock/equity-based compensation | Stock/equity-based compensation The Company measures awards with service-based vesting or performance-based vesting granted to employees, non-employees and directors based on the fair value of the award on the date of grant. Compensation expense for the awards is recognized over the requisite service period for employees and directors and as services are delivered for non-employees, both of which are generally the vesting period of the respective award. The Company uses the straight-line method to record the expense of awards with only service-based vesting conditions. The Company uses the graded-vesting method to record the expense of awards with both service-based and performance-based vesting conditions, commencing once achievement of the performance condition becomes probable. The Company accounts for forfeitures of stock/equity-based awards as they occur. The Company classifies stock/equity-based compensation expense in its consolidated statements of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. | |
Income Taxes | Income taxes Prior to the Yumanity Reorganization, Holdings was organized as a Limited Liability Company and subject to the provisions of Subchapter K of the Internal Revenue Code. As such, Holdings was not viewed as a taxpaying entity in any jurisdiction and did not require a provision for income taxes. Each member was responsible for the tax liability, if any, related to its proportionate share of the member’s taxable income. The Company’s wholly owned corporate subsidiary was a taxpaying entity. After the Yumanity Reorganization, the Company and its subsidiary are both taxpaying entities. The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. | |
Comprehensive Loss | Comprehensive loss Comprehensive loss is comprised of net loss and other comprehensive loss. The Company’s only elements of other comprehensive loss are unrealized gains (losses) on marketable securities. | |
Net Loss per Share | Net loss per share Basic net income (loss) per common share is computed by dividing the net income (loss) by the weighted average number of shares of common stock outstanding for the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of outstanding common stock equivalents. For periods in which the Company reported a net loss, diluted net loss per common share is the same as basic net loss per common share, since dilutive common shares are not assumed to have been issued if their affect is anti-dilutive. | |
Leases | Leases In accordance with ASC 842, the Company determines at the inception of a contract if such arrangement is or contains a lease. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company classifies leases at the lease commencement date as operating or finance leases and records a right-of-use asset and a lease liability on the consolidated balance sheet for all leases with an initial lease term of greater than 12 months. Leases with an initial term of 12 months or less are not recorded on the balance sheet, but payments are recognized as expense on a straight-line basis over the lease term. The Company often enters into contracts that contain both lease and non-lease components. Non-lease components may include maintenance, utilities, and other operating costs. Subsequent to the Company’s adoption of ASC 842 as of January 1, 2019, the Company combines the lease and non-lease components of fixed costs in its lease arrangements as a single lease component. Variable costs, such as utilities or maintenance costs, are not included in the measurement of right-of-use assets and lease liabilities, but rather are expensed when the event determining the amount of variable consideration to be paid occurs. Lease liabilities and their corresponding right-of-use assets are recorded based on the present value of future lease payments over the expected lease term. The present value of future lease payments is determined by using the interest rate implicit in the lease if that rate is readily determinable; otherwise, the Company uses its estimated secured incremental borrowing rate for that lease term. The Company estimates its secured incremental borrowing rate for each lease based on the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. Certain of the Company’s leases include options to extend or terminate the lease. The amounts determined for the Company’s right-of-use assets and lease liabilities generally do not assume that renewal options or early-termination provisions, if any, are exercised, unless it is reasonably certain that the Company will exercise such options. | |
Recently adopted and recently issued accounting pronouncements | Recently adopted accounting pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model. It also eliminates the concept of other- than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes may result in earlier recognition of credit losses. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments — Credit Losses, which narrowed the scope and changed the effective date for non-public entities for ASU 2016-13. The FASB subsequently issued supplemental guidance within ASU No. 2019-05, Financial Instruments — Credit Losses (Topic 326): Targeted Transition Relief (“ASU 2019-05”). ASU 2019-05 provides an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. For public entities that are Securities and Exchange Commission filers, excluding entities eligible to be smaller reporting companies, ASU 2016-13 is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. The Company adopted this standard on January 1, 2020 and the adoption had no impact on its consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12 , |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Q2) (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Unaudited Interim Financial Information | Unaudited Interim Financial Information The condensed consolidated balance sheet as of December 31, 2021 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 consolidated financial statements, as of June 30, 2022 and for the three and six months ended June 30, 2022, 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, 2021 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 24, 2022. 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 June 30, 2022 and condensed consolidated results of operations and cash flows for the three and six months ended June 30, 2022 and 2021 have been made. The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2022. The Accumulated Deficit balance as of March 31, 2021 as presented in the Condensed Consolidated Statement of Stockholders’ Equity included in the prior financial statements as of and for the period ended March 31, 2022 was incorrectly stated due to a typographical error and has been corrected in the Condensed Consolidated Statement of Stockholders’ Equity for the current period. The correct accumulated deficit number used in the Condensed Consolidated Statement of Stockholders’ Equity for the three months ended March 31, 2021 is $(156,492) instead of $(8,682). This error did not impact the unaudited condensed consolidated balance sheets, statements of cash flow, or notes to the financial statements as of, and for the three months ended March 31, 2021. The materiality of the error was assessed in accordance with the SEC’s Staff Accounting Bulletin 99 and the Company concluded that the previously issued condensed consolidated financial statements were not materially misstated. In accordance with the SEC’s Staff Accounting Bulletin 108, this immaterial error has been corrected and the revision will be presented prospectively here and in future filings. | |
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, 2021 and the notes thereto, are included in the Company’s Annual Report on Form 10-K that was filed with the SEC on March 24, 2022. There were no changes to significant accounting policies during the three and six months ended June 30, 2022. | |
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 prior to the Merger and the valuation of stock-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. | 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 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 and as part of the terms of its office and laboratory space lease. These amounts are classified as restricted cash in the Company’s condensed consolidated balance sheet. In December 2020, in connection with the Proteostasis 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. After forgiveness of the PPP Loan, in April 2021 the escrowed cash was released and reclassified into cash and cash equivalents. The cash pledged as collateral is classified as restricted cash in the Company’s condensed consolidated balance sheet as of June 30, 2022. Regarding the cash pledged as collateral related to the lease, because the restriction on that pledged cash is expected to lapse soon after July 31, 2022, due to the modification of the related lease (see Note 10), that amount has been presented as a current asset in the condensed consolidated balance sheet at June 30, 2022. As of June 30, 2022 and 2021, the cash and restricted cash of $12.7 million and $48.3 million, respectively, has been presented in the condensed consolidated statements of cash flows included cash and cash equivalents of $11.8 million and $47.4 million, respectively, and restricted cash of $0.9 million and $0.9 million, respectively. | Restricted cash Amounts included in restricted cash represent amounts pledged as collateral for Company credit cards as part of the terms of the “Term Loan” (see note 8) and for its office and laboratory space lease. These amounts are classified as restricted cash (non-current) in the Company’s 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. After forgiveness of the PPP Loan, in April 2021 the escrowed cash was released and reclassified into cash and cash equivalents. The cash pledged as collateral is classified as restricted cash (non-current) in the Company’s consolidated balance sheet as of December 31, 2021. As of December 31, 2021 and 2020, the cash and restricted cash of $36.0 million and $82.9 million, respectively, presented in the consolidated statements of cash flows included cash and cash equivalents of $35.1 million and $80.8 million, respectively, and restricted cash of $0.9 million and $2.1 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. | 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 4). 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. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (FY) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of property and equipment | Depreciation and amortization expense is recognized using the straight-line method over the estimated useful life of each asset as follows: Estimated Useful Life Laboratory equipment 2 - 3 years Office equipment, computers and software 2 - 5 years Furniture and fixtures 2 - 7 years Leasehold improvements Shorter of remaining term of lease or useful life |
Merger Accounting (FY) (Tables)
Merger Accounting (FY) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Summary of purchase price paid in the Merger | The total purchase price paid in the Merger, including certain transaction costs, has been allocated to the tangible and intangible assets acquired and liabilities assumed of PTI based on their relative fair values as of the completion of the Merger. Transaction costs primarily included bank fees and professional fees associated with legal counsel, auditors and printers. The following summarizes the purchase price paid in the Merger (in thousands, except share and per share amounts): Number of shares owned by Proteostasis stockholders (1) 2,708,537 Multiplied by fair value per share of Proteostasis common stock (2) $ 22.20 Fair value of shares of combined organization owned by Proteostasis Stockholders $ 60,130 Fair value of Proteostasis stock options assumed in Merger (3) 471 Transaction costs 2,689 Total purchase price $ 63,290 (1) The number of shares represents 2,609,489 shares of PTI common stock outstanding as of December 22, 2020, plus 25,719 shares issued for the settlement of severance obligations and 21,739 shares issued as compensation for investment banking fees related to the Merger. Additionally, 51,590 shares of restricted stock units were issued as compensation for two consultants hired by PTI. The number of shares reflects the impact of the Reverse Stock Split. (2) Based on the last reported sale price of PTI common stock on the Nasdaq Global Market on December 22, 2020, the closing date of the Merger, and after giving effect to the Reverse Stock Split. (3) Represents the fair value of the PTI options to purchase 194,550 shares of common stock outstanding at the time of the Merger. |
Summary of allocation of the purchase price to the net tangible and intangible assets | The purchase price for the Merger was allocated to the net assets acquired on the basis of relative fair values. The following summarizes the allocation of the purchase price to the net tangible and intangible assets acquired (in thousands): Cash and cash equivalents $ 35,111 Prepaid expenses and other current assets 703 Assets held-for-sale 250 Property and equipment, net 290 In-process research and development 28,336 Operating lease right-of-use assets 15,166 Restricted cash 828 Current liabilities (7,171) Operating lease liabilities (10,223) Total purchase price $ 63,290 |
Fair Value Measurements and M_3
Fair Value Measurements and Marketable Securities (FY) (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 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 June 30, 2022: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $11,506 $— $— $11,506 Marketable securities: Commercial paper — — — — $11,506 $— $— $11,506 Fair Value Measurements at December 31, 2021: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $34,136 $ — $— $34,136 Marketable securities: Commercial paper — 1,399 — 1,399 $34,136 $1,399 $— $35,535 | 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 December 31, 2021 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $34,136 $ — $— $34,136 Marketable securities: Commercial paper — 1,399 — 1,399 $34,136 $1,399 $— $35,535 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): December 31, 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Commercial paper $1,399 $— $— $1,399 $1,399 $— $— $1,399 December 31, 2020 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Commercial paper $4,498 $— $— $4,498 $4,498 $— $— $4,498 | |
Level 3 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Summary of Fair Value of Warrant Liability | The following table provides a roll-forward of the aggregate fair values of the Company’s preferred units warrant liability, for which fair value was determined by Level 3 inputs (in thousands): Preferred Unit Warrant Liability Fair value at December 31, 2019 $ 261 Change in fair value (72) Reclassification of warrant liability to permanent equity (189) Fair value at December 31, 2020 $ — |
Property and Equipment, Net (_2
Property and Equipment, Net (FY) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): December 31, 2021 2020 Laboratory equipment $ 1,339 $ 1,674 Office equipment, computers and software 211 209 Furniture and fixtures 170 170 $ 1,720 2,053 Less: Accumulated depreciation and amortization (1,333) (1,179) $ 387 $ 874 Assets held-for-sale $ — $ 250 |
Accrued Expenses (FY) (Tables)
Accrued Expenses (FY) (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Payables and Accruals [Abstract] | ||
Schedule of Accrued Expenses | Accrued expenses consisted of the following (in thousands): June 30, 2022 December 31, 2021 Accrued employee compensation and benefits $ 350 $1,763 Accrued external research and development expenses 962 1,633 Accrued professional fees 740 901 Other 370 549 $2,422 $4,846 | Accrued expenses consisted of the following (in thousands): December 31, 2021 2020 Accrued employee compensation and benefits $1,763 $4,295 Accrued external research and development expenses 1,633 1,780 Accrued professional fees 901 987 Other 549 789 $4,846 $7,851 |
Debt (FY) (Tables)
Debt (FY) (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Summary of Long-term Debt | Long-term debt consisted of the following (in thousands): June 30, 2022 December 31, 2021 Principal amount of long-term debt $— $12,733 Less: Current portion of long-term debt — (5,805) Long-term debt, net of current portion — 6,928 Debt discount, net of accretion — (217) Accrued end-of-term payment — 646 Long-term debt, net of discount and current portion $— $ 7,357 | Long-term debt consisted of the following (in thousands): December 31, 2021 2020 Principal amount of long-term debt $12,733 $16,123 Less: Current portion of long-term debt (5,805) (2,891) Long-term debt, net of current portion 6,928 13,232 Debt discount, net of accretion (217) (348) Accrued end-of-term payment 646 353 Long-term debt, net of discount and current portion $ 7,357 $13,237 |
Summary of Future Principal Payments Due | As of December 31, 2021, future principal payments due are as follows (in thousands): Year Ending December 31, 2022 $ 5,805 2023 6,341 2024 586 2025 — 2026 — $12,732 |
Warrants for Common Stock and_2
Warrants for Common Stock and Preferred and Common Units (FY) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Summary of warrants | As of December 31, 2021 and 2020, the Company’s outstanding warrants to purchase shares of common stock of the Company consisted of the following: Issuance Date Contractual Term (in Years) Class of Stock Number of Shares of Common Stock Issuable Exercise Price August 14, 2015 10 Common 74,622 $24.05 October 9, 2015 10 Common 7,798 $24.05 June 14, 2018 10 Common 2,152 $30.13 December 20, 2019 10 Common 15,414 $18.98 99,986 |
Stock_Equity-Based Compensati_3
Stock/Equity-Based Compensation (FY) (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 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 six months ended June 30, 2022: RSUs Weighted Average Grant Date Fair Value Unvested balance at December 31, 2021 86,225 $17.89 Issued — $ — Vested (17,624) $17.89 Forfeited (20,429) $17.89 Unvested balance at June 30, 2022 48,172 $17.89 | The following table summarizes the Company’s RSU activity for the twelve months ended December 31, 2021: RSUs Weighted Average Grant Date Fair Value Unvested at December 31, 2020 — $ — Issued 122,469 $17.89 Vested (23,146) $17.89 Forfeited (13,098) $17.89 Unvested at December 31, 2021 86,225 $17.89 |
Summary of Restricted Stock Awards Activity | The following table summarizes the Company’s RSA activity for the three and six months ended June 30, 2022: RSAs Weighted Average Grant Date Fair Value Unvested balance at December 31, 2021 305,663 $3.83 Issued — $ — Vested (189,778) $3.83 Forfeited (35,725) $3.83 Unvested balance at June 30, 2022 80,160 $3.83 | The following table summarizes the Company’s RSA activity for the twelve months ended December 31, 2021: RSAs Weighted Average Grant Date Fair Value Unvested at December 31, 2020 — $ — Issued 305,663 $3.83 Vested — $ — Forfeited — $ — Unvested at December 31, 2021 305,663 $3.83 |
Schedule of Share-based Payment Award Stock Options Valuation Assumptions | The following table presents, on a weighted average basis, the assumptions used in the Black-Scholes option-pricing model to determine the grant-date fair value of options granted: Year Ended December 31, 2021 2020 Risk-free interest rate 1.0% 1.1% Expected volatility 81.3% 70.9% Expected dividend yield — — Expected term (in years) 6.3 7.8 | |
Summary of Stock Option Activity | The following table summarizes the Company’s option activity during six months ended June 30, 2022: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2021 1,779,174 $18.99 7.67 — Granted 17,000 $ 2.89 — Exercised — — — Forfeited (573,490) $31.47 — Outstanding as of June 30, 2022 1,222,684 $11.99 7.82 — Vested and expected to vest as of June 30, 2022 1,222,684 $ 11.99 7.82 — | The following table summarizes the Company’s option activity during the year ended December 31, 2021: Number of Shares/ Units Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in years) (in thousands) Outstanding as of December 31, 2020 944,961 $20.70 8.29 $6,522 Granted 994,014 $16.63 Exercised (9,241) $ 8.97 Cancelled (150,560) $14.60 Outstanding as of December 31, 2021 1,779,174 $18.99 7.67 $ — Vested and expected to vest as of December 31, 2021 1,764,174 $19.00 7.66 $ — Options exercisable as of December 31, 2021(1) 1,024,379 $20.99 6.48 $ — (1) Certain options were immediately exercisable for restricted common stock which vest according to the original vesting terms of the option grant. No options have been exercised prior to vesting. |
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 options and restricted stock units and restricted stock awards in the following expense categories in its condensed consolidated statements of operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Research and development expenses $ 89 $ 355 $ 190 $ 746 General and administrative expenses 983 904 2,086 1,920 $1,072 $1,259 $2,276 $2,666 | The Company recorded stock/equity-based compensation expense related to common stock/unit options, restricted stock units, and restricted stock awards in the following expense categories in its consolidated statements of operations (in thousands): Year Ended December 31, 2021 2020 Research and development expenses $1,352 $ 663 General and administrative expenses 3,938 1,603 $5,290 $2,266 |
Income Taxes (FY) (Tables)
Income Taxes (FY) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of income tax expense at the statutory federal income tax rate and income taxes as reflected in the financial statements is as follows: Year Ended December 31, 2021 2020 Federal statutory income tax rate (21.0)% (21.0)% State taxes, net of federal benefit (10.0) (1.6) Federal and state research and development tax credits (4.1) (2.5) In-process research and development(1) — 10.4 Other (1.8) 1.2 Change in deferred tax asset valuation allowance 36.9 13.5 Effective income tax rate 0.0% 0.0% (1) Represents the tax effect on the in-process research and development expense recorded on the acquisition of PTI |
Schedule of Net Deferred Tax Assets (liabilities) | Net deferred tax assets consisted of the following (in thousands): December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 134,395 $ 122,460 Research and development tax credit carryforwards 20,246 18,654 Property and equipment 242 184 Accrued expenses 521 539 Capitalized intellectual property costs 102 89 Stock/equity-based compensation expense 1,712 1,084 Operating lease liabilities 4,534 4,670 Other 290 0 Total deferred tax assets 162,042 147,680 Deferred tax liabilities: Operating lease right-of-use assets (5,806) (5,836) Other — (172) Total deferred tax liabilities (5,806) (6,008) Valuation allowance (156,236) (141,672) Net deferred tax assets $ — $ — |
Changes in Valuation Allowance for Deferred Tax Assets | Changes in the valuation allowance for deferred tax assets during the years ended December 31, 2021 and 2020 related primarily to the increase in net operating loss carryforwards and research and development tax credit carryforwards and were as follows (in thousands): Year Ended December 31, 2021 2020 Valuation allowance as of beginning of year $141,672 $ 26,724 Increases recorded to income tax provision 14,564 7,777 Amounts from Merger with PTI — 107,171 Valuation allowance as of end of year $156,236 $141,672 |
Net Loss per Share (FY) (Tables
Net Loss per Share (FY) (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 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 June 30, Six Months Ended June 30, 2022 2021 2022 2021 Numerator: Net loss $ (4,845) $ (10,454) $ (18,226) $ (19,136) Denominator: Weighted average common shares outstanding, basic and diluted 10,847,734 10,195,608 10,800,473 10,194,474 Net loss per share, basic and diluted $ (0.45) $ (1.03) $ (1.69) $ (1.88) | Basic and diluted net loss per share was calculated as follows (in thousands, except share and per share amounts): Year Ended December 31, 2021 2020 Numerator: Net loss $ (39,503) $ (57,487) Gain on extinguishment of Class B preferred units — 6,697 Net loss applicable to common shareholders $ (39,503) $ (50,790) Denominator: Weighted average common shares outstanding, basic and diluted 10,283,172 2,354,143 Net loss per share, basic and diluted $ (3.84) $ (21.57) |
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 June 30, 2022 2021 Options to purchase common stock 1,222,684 1,756,947 Warrants to purchase common stock or shares convertible into common stock 99,986 99,986 Unvested RSUs 48,172 112,544 1,370,842 1,969,477 | 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 December 31, 2021 2020 Options to purchase common stock 1,779,174 944,961 Warrants to purchase common stock or shares convertible into common stock 99,986 99,986 Unvested RSUs 86,225 — 1,965,385 1,044,947 |
Leases (FY) (Tables)
Leases (FY) (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Elements of Lease Expense | The components of lease cost were as follows (in thousands): Six Months Ended June 30, 2022 2021 Operating lease cost $2,496 $3,053 Short-term lease cost — — Variable lease cost 357 272 Finance lease cost: Amortization of lease assets 8 77 Interest on lease liabilities 1 5 Total finance lease cost $ 9 $ 82 | The components of lease cost were as follows (in thousands): Year Ended December 31, 2021 2020 Operating lease cost $6,665 $3,097 Short-term lease cost $ — $ — Variable lease cost $ 844 $ 271 Finance lease cost: Amortization of lease assets $ 152 $ 361 Interest on lease liabilities 7 20 Total finance lease cost $ 159 $ 381 |
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): Six Months Ended June 30, 2022 2021 Cash paid for amounts included in the measurement of operating lease liabilities (operating cash flows) $ 2,177 $2,970 Cash paid for amounts included in the measurement of finance lease liabilities (operating cash flows) $ 1 $ 5 Cash paid for amounts included in the measurement of finance lease liabilities (financing cash flows) $ 27 $ 108 Operating lease liabilities arising from obtaining right-of-use assets $ — $ — Finance lease liabilities arising from obtaining right- of-use assets $ — $ — Reduction in operating lease liabilities as a result of lease modifications $11,844 $ — Reduction in operating right-of-use assets as a result of lease modifications $11,852 $ — | Supplemental disclosure of cash flow information related to leases was as follows (in thousands): Year Ended December 31, 2021 2020 Cash paid for amounts included in the measurement of operating lease liabilities (operating cash flows) $5,998 $ 2,461 Cash paid for amounts included in the measurement of finance lease liabilities (operating cash flows) $ 7 $ 20 Cash paid for amounts included in the measurement of finance lease liabilities (financing cash flows) $ 166 $ 347 Operating lease liabilities arising from obtaining right-of-use assets $ — $10,219 Finance lease liabilities arising from obtaining right-of-use assets $ — $ 102 |
Schedule of weighted-average remaining lease term and discount rate | The weighted-average remaining lease term and discount rate were as follows: As of June 30, 2022 2021 Weighted-average remaining lease term (in years) used for: Operating leases 0.39 4.75 Finance leases — 1.11 Weighted-average discount rate used for: Operating leases 5.85% 9.08% Finance leases — 5.88% | The weighted-average remaining lease term and discount rate were as follows: As of December 31, 2021 2020 Weighted-average remaining lease term (in years) used for: Operating leases 5.22 5.03 Finance leases 0.60 1.26 Weighted-average discount rate used for: Operating leases 9.10% 9.01% Finance leases 3.41% 6.46% |
Summary of future annual operating lease payments | As of June 30, 2022, future annual lease payments under the Company’s real estate operating leases and equipment finance leases were as follows (in thousands): Year Operating Leases Lease Payments to be Received from Sublease Net Operating Lease Payments 2022 $566 $(166) $400 2023 — — $ — 2024 — — $ — 2025 — — $ — 2026 — — $ — Thereafter — — $ — Total future lease payments 566 (166) 400 Less: Imputed interest (7) — (7) Total lease liabilities $559 $(166) $393 | As of December 31, 2021, future annual lease payments under the Company’s real estate operating leases and equipment finance leases were as follows (in thousands): Year Ending December 31, Operating Leases Finance Leases 2022 $ 6,173 $49 2023 2,977 — 2024 1,931 — 2025 1,985 — 2026 2,039 — Thereafter 2,801 — Total future lease payments 17,906 49 Less: Imputed interest (3,427) (1) Total lease liabilities $14,479 $48 |
Summary of table presents lease assets and liabilities and their classification on the 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 $831 Total leased assets $831 Liabilities: Current: Operating lease liabilities Operating lease liabilities $559 Non-current: Operating lease liabilities Operating lease liabilities, net of current portion — Total lease liabilities $559 | The following table presents lease assets and liabilities and their classification on the consolidated balance sheet (in thousands): As of December 31, Leases Consolidated Balance Sheet Classification 2021 2020 Assets: Operating lease assets Operating lease right-of- use assets $18,543 $23,678 Finance lease assets Property and equipment, net 315 199 Total leased assets $18,858 $23,877 Liabilities: Current: Operating lease liabilities Operating lease liabilities $ 5,064 $ 4,468 Finance lease liabilities Current portion of finance lease obligation 48 166 Non-current: Operating lease liabilities Operating lease liabilities, net of current portion 9,415 14,479 Finance lease liabilities Finance lease obligation, net of current portion — 48 Total lease liabilities $14,527 $19,161 |
Fair Value Measurements and M_4
Fair Value Measurements and Marketable Securities (Q2) (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 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 June 30, 2022: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $11,506 $— $— $11,506 Marketable securities: Commercial paper — — — — $11,506 $— $— $11,506 Fair Value Measurements at December 31, 2021: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $34,136 $ — $— $34,136 Marketable securities: Commercial paper — 1,399 — 1,399 $34,136 $1,399 $— $35,535 | 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 December 31, 2021 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $34,136 $ — $— $34,136 Marketable securities: Commercial paper — 1,399 — 1,399 $34,136 $1,399 $— $35,535 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 |
Accrued Expenses (Q2) (Tables)
Accrued Expenses (Q2) (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Payables and Accruals [Abstract] | ||
Schedule of Accrued Expenses | Accrued expenses consisted of the following (in thousands): June 30, 2022 December 31, 2021 Accrued employee compensation and benefits $ 350 $1,763 Accrued external research and development expenses 962 1,633 Accrued professional fees 740 901 Other 370 549 $2,422 $4,846 | Accrued expenses consisted of the following (in thousands): December 31, 2021 2020 Accrued employee compensation and benefits $1,763 $4,295 Accrued external research and development expenses 1,633 1,780 Accrued professional fees 901 987 Other 549 789 $4,846 $7,851 |
Summary of restructuring balance accrued expenses and other current liabilities | The following table summarizes the changes in the Company’s accrued restructuring balance, which are included in Accrued expenses and other current liabilities in the accompanying condensed consolidated balance sheet: (In thousands) 2022 Beginning balance at December 31, 2021 $ — Restructuring costs, personnel related 985 Cash paid for restructuring costs (330) Ending balance at March 31, 2022 655 Restructuring costs, personnel related 412 Cash paid for restructuring costs (765) Forfeitures (31) Ending balance at June 30, 2022 $ 271 |
Debt (Q2) (Tables)
Debt (Q2) (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Summary of Long-term Debt | Long-term debt consisted of the following (in thousands): June 30, 2022 December 31, 2021 Principal amount of long-term debt $— $12,733 Less: Current portion of long-term debt — (5,805) Long-term debt, net of current portion — 6,928 Debt discount, net of accretion — (217) Accrued end-of-term payment — 646 Long-term debt, net of discount and current portion $— $ 7,357 | Long-term debt consisted of the following (in thousands): December 31, 2021 2020 Principal amount of long-term debt $12,733 $16,123 Less: Current portion of long-term debt (5,805) (2,891) Long-term debt, net of current portion 6,928 13,232 Debt discount, net of accretion (217) (348) Accrued end-of-term payment 646 353 Long-term debt, net of discount and current portion $ 7,357 $13,237 |
Stock_Equity-Based Compensati_4
Stock/Equity-Based Compensation (Q2) (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 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 six months ended June 30, 2022: RSUs Weighted Average Grant Date Fair Value Unvested balance at December 31, 2021 86,225 $17.89 Issued — $ — Vested (17,624) $17.89 Forfeited (20,429) $17.89 Unvested balance at June 30, 2022 48,172 $17.89 | The following table summarizes the Company’s RSU activity for the twelve months ended December 31, 2021: RSUs Weighted Average Grant Date Fair Value Unvested at December 31, 2020 — $ — Issued 122,469 $17.89 Vested (23,146) $17.89 Forfeited (13,098) $17.89 Unvested at December 31, 2021 86,225 $17.89 |
Summary of Restricted Stock Awards Activity | The following table summarizes the Company’s RSA activity for the three and six months ended June 30, 2022: RSAs Weighted Average Grant Date Fair Value Unvested balance at December 31, 2021 305,663 $3.83 Issued — $ — Vested (189,778) $3.83 Forfeited (35,725) $3.83 Unvested balance at June 30, 2022 80,160 $3.83 | The following table summarizes the Company’s RSA activity for the twelve months ended December 31, 2021: RSAs Weighted Average Grant Date Fair Value Unvested at December 31, 2020 — $ — Issued 305,663 $3.83 Vested — $ — Forfeited — $ — Unvested at December 31, 2021 305,663 $3.83 |
Summary of Stock Option Activity | The following table summarizes the Company’s option activity during six months ended June 30, 2022: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2021 1,779,174 $18.99 7.67 — Granted 17,000 $ 2.89 — Exercised — — — Forfeited (573,490) $31.47 — Outstanding as of June 30, 2022 1,222,684 $11.99 7.82 — Vested and expected to vest as of June 30, 2022 1,222,684 $ 11.99 7.82 — | The following table summarizes the Company’s option activity during the year ended December 31, 2021: Number of Shares/ Units Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in years) (in thousands) Outstanding as of December 31, 2020 944,961 $20.70 8.29 $6,522 Granted 994,014 $16.63 Exercised (9,241) $ 8.97 Cancelled (150,560) $14.60 Outstanding as of December 31, 2021 1,779,174 $18.99 7.67 $ — Vested and expected to vest as of December 31, 2021 1,764,174 $19.00 7.66 $ — Options exercisable as of December 31, 2021(1) 1,024,379 $20.99 6.48 $ — (1) Certain options were immediately exercisable for restricted common stock which vest according to the original vesting terms of the option grant. No options have been exercised prior to vesting. |
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 options and restricted stock units and restricted stock awards in the following expense categories in its condensed consolidated statements of operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Research and development expenses $ 89 $ 355 $ 190 $ 746 General and administrative expenses 983 904 2,086 1,920 $1,072 $1,259 $2,276 $2,666 | The Company recorded stock/equity-based compensation expense related to common stock/unit options, restricted stock units, and restricted stock awards in the following expense categories in its consolidated statements of operations (in thousands): Year Ended December 31, 2021 2020 Research and development expenses $1,352 $ 663 General and administrative expenses 3,938 1,603 $5,290 $2,266 |
Net Loss per Share (Q2) (Tables
Net Loss per Share (Q2) (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 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 June 30, Six Months Ended June 30, 2022 2021 2022 2021 Numerator: Net loss $ (4,845) $ (10,454) $ (18,226) $ (19,136) Denominator: Weighted average common shares outstanding, basic and diluted 10,847,734 10,195,608 10,800,473 10,194,474 Net loss per share, basic and diluted $ (0.45) $ (1.03) $ (1.69) $ (1.88) | Basic and diluted net loss per share was calculated as follows (in thousands, except share and per share amounts): Year Ended December 31, 2021 2020 Numerator: Net loss $ (39,503) $ (57,487) Gain on extinguishment of Class B preferred units — 6,697 Net loss applicable to common shareholders $ (39,503) $ (50,790) Denominator: Weighted average common shares outstanding, basic and diluted 10,283,172 2,354,143 Net loss per share, basic and diluted $ (3.84) $ (21.57) |
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 June 30, 2022 2021 Options to purchase common stock 1,222,684 1,756,947 Warrants to purchase common stock or shares convertible into common stock 99,986 99,986 Unvested RSUs 48,172 112,544 1,370,842 1,969,477 | 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 December 31, 2021 2020 Options to purchase common stock 1,779,174 944,961 Warrants to purchase common stock or shares convertible into common stock 99,986 99,986 Unvested RSUs 86,225 — 1,965,385 1,044,947 |
Leases (Q2) (Tables)
Leases (Q2) (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Elements of Lease Expense | The components of lease cost were as follows (in thousands): Six Months Ended June 30, 2022 2021 Operating lease cost $2,496 $3,053 Short-term lease cost — — Variable lease cost 357 272 Finance lease cost: Amortization of lease assets 8 77 Interest on lease liabilities 1 5 Total finance lease cost $ 9 $ 82 | The components of lease cost were as follows (in thousands): Year Ended December 31, 2021 2020 Operating lease cost $6,665 $3,097 Short-term lease cost $ — $ — Variable lease cost $ 844 $ 271 Finance lease cost: Amortization of lease assets $ 152 $ 361 Interest on lease liabilities 7 20 Total finance lease cost $ 159 $ 381 |
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): Six Months Ended June 30, 2022 2021 Cash paid for amounts included in the measurement of operating lease liabilities (operating cash flows) $ 2,177 $2,970 Cash paid for amounts included in the measurement of finance lease liabilities (operating cash flows) $ 1 $ 5 Cash paid for amounts included in the measurement of finance lease liabilities (financing cash flows) $ 27 $ 108 Operating lease liabilities arising from obtaining right-of-use assets $ — $ — Finance lease liabilities arising from obtaining right- of-use assets $ — $ — Reduction in operating lease liabilities as a result of lease modifications $11,844 $ — Reduction in operating right-of-use assets as a result of lease modifications $11,852 $ — | Supplemental disclosure of cash flow information related to leases was as follows (in thousands): Year Ended December 31, 2021 2020 Cash paid for amounts included in the measurement of operating lease liabilities (operating cash flows) $5,998 $ 2,461 Cash paid for amounts included in the measurement of finance lease liabilities (operating cash flows) $ 7 $ 20 Cash paid for amounts included in the measurement of finance lease liabilities (financing cash flows) $ 166 $ 347 Operating lease liabilities arising from obtaining right-of-use assets $ — $10,219 Finance lease liabilities arising from obtaining right-of-use assets $ — $ 102 |
Schedule of weighted-average remaining lease term and discount rate | The weighted-average remaining lease term and discount rate were as follows: As of June 30, 2022 2021 Weighted-average remaining lease term (in years) used for: Operating leases 0.39 4.75 Finance leases — 1.11 Weighted-average discount rate used for: Operating leases 5.85% 9.08% Finance leases — 5.88% | The weighted-average remaining lease term and discount rate were as follows: As of December 31, 2021 2020 Weighted-average remaining lease term (in years) used for: Operating leases 5.22 5.03 Finance leases 0.60 1.26 Weighted-average discount rate used for: Operating leases 9.10% 9.01% Finance leases 3.41% 6.46% |
Summary of future annual operating lease payments | As of June 30, 2022, future annual lease payments under the Company’s real estate operating leases and equipment finance leases were as follows (in thousands): Year Operating Leases Lease Payments to be Received from Sublease Net Operating Lease Payments 2022 $566 $(166) $400 2023 — — $ — 2024 — — $ — 2025 — — $ — 2026 — — $ — Thereafter — — $ — Total future lease payments 566 (166) 400 Less: Imputed interest (7) — (7) Total lease liabilities $559 $(166) $393 | As of December 31, 2021, future annual lease payments under the Company’s real estate operating leases and equipment finance leases were as follows (in thousands): Year Ending December 31, Operating Leases Finance Leases 2022 $ 6,173 $49 2023 2,977 — 2024 1,931 — 2025 1,985 — 2026 2,039 — Thereafter 2,801 — Total future lease payments 17,906 49 Less: Imputed interest (3,427) (1) Total lease liabilities $14,479 $48 |
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 $831 Total leased assets $831 Liabilities: Current: Operating lease liabilities Operating lease liabilities $559 Non-current: Operating lease liabilities Operating lease liabilities, net of current portion — Total lease liabilities $559 | The following table presents lease assets and liabilities and their classification on the consolidated balance sheet (in thousands): As of December 31, Leases Consolidated Balance Sheet Classification 2021 2020 Assets: Operating lease assets Operating lease right-of- use assets $18,543 $23,678 Finance lease assets Property and equipment, net 315 199 Total leased assets $18,858 $23,877 Liabilities: Current: Operating lease liabilities Operating lease liabilities $ 5,064 $ 4,468 Finance lease liabilities Current portion of finance lease obligation 48 166 Non-current: Operating lease liabilities Operating lease liabilities, net of current portion 9,415 14,479 Finance lease liabilities Finance lease obligation, net of current portion — 48 Total lease liabilities $14,527 $19,161 |
Nature of Business and Basis _3
Nature of Business and Basis of Presentation - Additional Information (FY) (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Dec. 22, 2020 $ / shares shares | Dec. 14, 2020 USD ($) $ / shares shares | Apr. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) $ / shares | Mar. 31, 2022 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares | Feb. 28, 2022 | |
Nature of Business [Line Items] | ||||||||||||
Workforce reduced | 60% | |||||||||||
Merger Agreement Exchange Ratio | 0.2108 | |||||||||||
Accumulated deficit | $ (205,539) | $ (156,492) | $ (205,539) | $ (187,313) | $ (147,810) | |||||||
Net loss | $ (4,845) | $ (13,381) | $ (10,454) | $ (8,682) | $ (18,226) | $ (19,136) | $ (39,503) | $ (57,487) | ||||
Common stock price per share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Proceeds from private placement of common stock, net of issuance costs | $ 33,597 | |||||||||||
Public Float, Increased | $ 75,000 | $ 75,000 | $ 75,000 | |||||||||
Private Placement [Member] | ||||||||||||
Nature of Business [Line Items] | ||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 1,460,861 | |||||||||||
Common stock price per share | $ / shares | $ 23 | |||||||||||
Sale Of Stock Transaction Date | Dec. 22, 2020 | |||||||||||
Proceeds From Issuance Of Private Placement | $ 31,600 | |||||||||||
At The Market Offering [Member] | Prior Sales Agreement With Jefferies Llc [Member] | ||||||||||||
Nature of Business [Line Items] | ||||||||||||
Common Stock Shares Subscriptions | $ 60,000 | |||||||||||
Sale Of Stock Number Of Shares Issued In Transaction | shares | 216,332 | 112,833 | ||||||||||
Sale Of Stock Consideration Received On Transaction | $ 1,500 | |||||||||||
Sale Of Stock Consideration Received On Transaction, net | $ 400 | 1,400 | ||||||||||
At The Market Offering [Member] | New Sales Agreement With Jefferies Llc [Member] | ||||||||||||
Nature of Business [Line Items] | ||||||||||||
Common Stock Shares Subscriptions | $ 59,600 | $ 59,600 | $ 60,000 | |||||||||
Percentage of Commission on gross proceeds of common stock sold | 3% | |||||||||||
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 | |||||||||||
Common Stock [Member] | ||||||||||||
Nature of Business [Line Items] | ||||||||||||
Proceeds from private placement of common stock, net of issuance costs | $ 33,600 | |||||||||||
Common Stock [Member] | Private Placement [Member] | ||||||||||||
Nature of Business [Line Items] | ||||||||||||
Common stock price per share | $ / shares | $ 0.001 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Additional Information (FY) (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | |
Accounting Policies [Abstract] | ||||
Restricted Cash and Cash Equivalents | $ 36,000,000 | $ 82,900,000 | $ 12,700,000 | $ 48,300,000 |
Impairment of long-lived assets | 0 | 0 | ||
Cash and cash equivalents | 35,102,000 | 80,819,000 | 11,846,000 | 47,400,000 |
Restricted cash | $ 900,000 | $ 2,100,000 | $ 900,000 | $ 900,000 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Summary of property and equipment (FY) (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Laboratory Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Laboratory Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 2 years |
Office Equipment Computers And Software [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Office Equipment Computers And Software [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 2 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 7 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 2 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | Shorter of remaining term of lease or useful life |
Merger Accounting - Summary of
Merger Accounting - Summary of purchase price paid in the Merger (FY) (Details) - PTI [Member] - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2021 | Dec. 22, 2020 | |
Business Acquisition [Line Items] | |||
Number of shares owned by Proteostasis stockholders | [1] | 2,708,537 | |
Multiplied by fair value per share of Proteostasis common stock | [2] | $ 22.20 | |
Fair value of shares of combined organization to be owned by Proteostasis stockholders | $ 60,130 | ||
Fair value of Proteostasis stock options assumed in Merger | [3] | 471 | |
Transaction costs | 2,689 | ||
Total purchase price | $ 63,290 | $ 63,290 | |
[1]The number of shares represents 2,609,489 shares of PTI common stock outstanding as of December 22, 2020, plus 25,719 shares issued for the settlement of severance obligations and 21,739 shares issued as compensation for investment banking fees related to the Merger. Additionally, 51,590 shares of restricted stock units were issued as compensation for two consultants hired by PTI. The number of shares reflects the impact of the Reverse Stock Split.[2]Based on the last reported sale price of PTI common stock on the Nasdaq Global Market on December 22, 2020, the closing date of the Merger, and after giving effect to the Reverse Stock Split.[3]Represents the fair value of the PTI options to purchase 194,550 shares of common stock outstanding at the time of the Merger. |
Merger Accounting - Summary o_2
Merger Accounting - Summary of allocation of the purchase price to the net tangible and intangible assets (FY) (Details) - PTI [Member] - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 22, 2020 |
Business Acquisition [Line Items] | ||
Cash and cash equivalents | $ 35,111 | |
Prepaid expenses and other current assets | 703 | |
Assets held-for-sale | 250 | |
Property and equipment, net | 290 | |
In-process research and development | 28,336 | |
Operating lease right-of-use assets | 15,166 | |
Restricted cash | 828 | |
Current liabilities | (7,171) | |
Operating lease liabilities | (10,223) | |
Total purchase price | $ 63,290 | $ 63,290 |
Merger Accounting - Additional
Merger Accounting - Additional information (FY) (Details) | Dec. 22, 2020 shares |
Immediately Following Merger [Member] | Former Yumanity Stock And Option Holders [Member] | |
Business Acquisition [Line Items] | |
Equity interest in acquiree percentage | 70.30% |
Immediately Following Merger [Member] | PTI Stock And Option Holders [Member] | |
Business Acquisition [Line Items] | |
Equity interest in acquiree percentage | 29.70% |
PTI [Member] | |
Business Acquisition [Line Items] | |
Equity interests issued or issuable number of shares issued | 6,024,433 |
Shares outstanding | 2,609,489 |
Shares issued for settlement of severance obligations | 25,719 |
Shares issued as compensation for investment banking fee | 21,739 |
Restricted stock units issued as compensation for consultants | 51,590 |
Shares of common stock outstanding at the time of the Merger | 194,550 |
Fair Value Measurements and M_5
Fair Value Measurements and Marketable Securities - Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis (FY) (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Assets: | ||||
Total assets | $ 11,506 | $ 35,535 | $ 83,427 | |
Commercial Paper [Member] | ||||
Assets: | ||||
Cash equivalents | 1,800 | |||
Marketable securities | 0 | 1,399 | 4,498 | |
Money Market Funds [Member] | ||||
Assets: | ||||
Cash equivalents | 11,506 | 34,136 | 77,129 | |
Level 1 [Member] | ||||
Assets: | ||||
Total assets | 11,506 | 34,136 | 77,129 | |
Level 1 [Member] | Commercial Paper [Member] | ||||
Assets: | ||||
Cash equivalents | 0 | |||
Marketable securities | 0 | 0 | 0 | |
Level 1 [Member] | Money Market Funds [Member] | ||||
Assets: | ||||
Cash equivalents | 11,506 | 34,136 | 77,129 | |
Level 2 [Member] | ||||
Assets: | ||||
Total assets | 0 | 1,399 | 6,298 | |
Level 2 [Member] | Commercial Paper [Member] | ||||
Assets: | ||||
Cash equivalents | 1,800 | |||
Marketable securities | 0 | 1,399 | 4,498 | |
Level 2 [Member] | Money Market Funds [Member] | ||||
Assets: | ||||
Cash equivalents | 0 | 0 | 0 | |
Level 3 [Member] | ||||
Assets: | ||||
Total assets | 0 | 0 | 0 | |
Liabilities: | ||||
Preferred unit warrant liability | 0 | $ 261 | ||
Level 3 [Member] | Commercial Paper [Member] | ||||
Assets: | ||||
Cash equivalents | 0 | |||
Marketable securities | 0 | 0 | 0 | |
Level 3 [Member] | Money Market Funds [Member] | ||||
Assets: | ||||
Cash equivalents | $ 0 | $ 0 | $ 0 |
Fair Value Measurements and M_6
Fair Value Measurements and Marketable Securities - Summary of Fair Value of Warrant Liability (FY) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Fair Value Of Warrant Liability [Line Items] | ||
Change in fair value | $ 0 | $ (72) |
Reclassification of warrant liability to permanent equity | (189) | |
Level 3 [Member] | ||
Schedule Of Fair Value Of Warrant Liability [Line Items] | ||
Fair value, beginning | $ 0 | 261 |
Change in fair value | (72) | |
Reclassification of warrant liability to permanent equity | 189 | |
Fair value, ending | $ 0 |
Fair Value Measurements and M_7
Fair Value Measurements and Marketable Securities - Summary of Marketable Securities (FY) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 1,399 | $ 4,498 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 1,399 | 4,498 |
Commercial Paper [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 1,399 | 4,498 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | $ 1,399 | $ 4,498 |
Fair Value Measurements and M_8
Fair Value Measurements and Marketable Securities - Additional Information (FY) (Details) | Dec. 31, 2021 shares |
Fair Value Disclosures [Abstract] | |
Marketable securities maturity year | 1 year |
Preferred unit warrants issued | 0 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (FY) (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Property and Equipment, Gross | $ 1,720 | $ 2,053 | |
Less: Accumulated depreciation and amortization | (1,333) | (1,179) | |
Property and Equipment, Net | $ 60 | 387 | 874 |
Assets held-for-sale | 0 | 250 | |
Laboratory equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and Equipment, Gross | 1,339 | 1,674 | |
Office equipment, computers and software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and Equipment, Gross | 211 | 209 | |
Furniture and fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and Equipment, Gross | $ 170 | $ 170 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (FY) (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization | $ 97 | $ 375 | $ 631 | $ 770 |
Accumulated amortization of finance lease | 1,333 | 1,179 | ||
Finance Leased Assets, Gross | 1,720 | 2,053 | ||
Finance Lease [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Accumulated amortization of finance lease | 300 | 600 | ||
Finance Leased Assets, Gross | $ 300 | $ 800 |
Collaboration Agreement - Addit
Collaboration Agreement - Additional Information (FY) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jul. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 17, 2021 | Jun. 30, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Revenue from collaborative arrangement | $ 1,657 | $ 2,114 | $ 2,679 | $ 5,646 | $ 8,044 | $ 6,896 | |||
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 | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Upfront payments received | $ 15,000 | ||||||||
Collaborative arrangement, milestone payments receivable | $ 5,000 | ||||||||
Deferred revenue additions | 15,000 | 2,600 | 5,000 | ||||||
Revenue remaining performance obligation | 100 | ||||||||
Revenue from collaborative arrangement | $ 8,000 | ||||||||
License And Research Collaboration Agreement | Merck | Maximum [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Revenue from collaborative arrangement | $ 100 | ||||||||
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 (FY) (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | |||
Accrued employee compensation and benefits | $ 350 | $ 1,763 | $ 4,295 |
Accrued external research and development expenses | 962 | 1,633 | 1,780 |
Accrued professional fees | 740 | 901 | 987 |
Other | 370 | 549 | 789 |
Total accrued expenses | $ 2,422 | $ 4,846 | $ 7,851 |
Debt - Summary of Long-term Deb
Debt - Summary of Long-term Debt (FY) (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | |||
Principal amount of long-term debt | $ 0 | $ 12,733 | $ 16,123 |
Less: Current portion of long-term debt | 0 | (5,805) | (2,891) |
Long-term debt, net of current portion | 0 | 6,928 | 13,232 |
Debt discount, net of accretion | 0 | (217) | (348) |
Accrued end-of-term payment | 0 | 646 | 353 |
Long-term debt, net of discount and current portion | $ 0 | $ 7,357 | $ 13,237 |
Debt - Summary of Future Princi
Debt - Summary of Future Principal Payments Due (FY) (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 5,805 |
2023 | 6,341 |
2024 | 586 |
2025 | 0 |
2026 | 0 |
Total | $ 12,732 |
Debt - Additional Information (
Debt - Additional Information (FY) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Feb. 25, 2022 | Apr. 13, 2021 | Apr. 03, 2021 | Apr. 30, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||||||||||
Long-term Debt, Gross | $ 0 | $ 0 | $ 12,733 | $ 16,123 | |||||||
Gain on debt extinguishment | 0 | $ 0 | (200) | $ 1,134 | $ 1,134 | $ 0 | |||||
Silicon Valley Bank [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Gain on debt extinguishment | $ 1,100 | ||||||||||
Hercules Capital, Inc. [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt maturity date | Feb. 25, 2022 | ||||||||||
Repayments of debt | $ 12,800 | ||||||||||
Interest/ non-use fee | 100 | ||||||||||
End of term fee | 900 | ||||||||||
Minimum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayments of debt | $ 100 | ||||||||||
Maximum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayments of debt | $ 300 | ||||||||||
New Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term Debt, Gross | $ 12,700 | ||||||||||
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. 01, 2024 | ||||||||||
Outstanding borrowing bear interest rate | 8.75% | ||||||||||
Debt instrument final fee percentage | 5.25% | ||||||||||
Accrued end-of-term payment | 900 | $ 300 | $ 300 | $ 300 | |||||||
Debt weighted average interest rate | 12.52% | ||||||||||
Repayments of debt | 12,800 | ||||||||||
Gain on debt extinguishment | $ 200 | ||||||||||
New Loan [Member] | Minimum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument fixed interest rate | 8.75% | 8.75% | |||||||||
Debt instrument variable spread | 4% | ||||||||||
Debt instrument description of variable spread | the prime rate as reported in the Wall Street Journal | ||||||||||
New Loan [Member] | Before One Year Anniversary | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument prepayment fee percentage | 3% | ||||||||||
New Loan [Member] | After One Year But Before Second Anniversary | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument prepayment fee percentage | 2% | ||||||||||
New Loan [Member] | After Second Year But Before Maturity | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument prepayment fee percentage | 1% | ||||||||||
New Loan [Member] | Additional Rate in Event Of Default | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument fixed interest rate | 5% | ||||||||||
Upon Lender Approval | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument additional loan amount | $ 10,000 | ||||||||||
Paycheck Protection Program Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Proceeds from Paycheck Protection Program loan | $ 1,100 |
Preferred Units - Additional In
Preferred Units - Additional Information (FY) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 22, 2020 | |
Defaulting Class B Preferred Units | ||||
Temporary Equity [Line Items] | ||||
Preferred unit as a percentage of common stock unit | 20% | |||
Preferred units carrying value before reclassification | $ 7,000 | |||
Defaulting Class B Preferred Units | Portion at Fair Value Measurement [Member] | ||||
Temporary Equity [Line Items] | ||||
Preferred units classified to permanent equity at issuance date fair value | 300 | |||
Prior to Merger [Member] | After Yumanity Reorganization [Member] | ||||
Temporary Equity [Line Items] | ||||
Preferred units outstanding | 0 | |||
Retained Earnings [Member] | Defaulting Class B Preferred Units | ||||
Temporary Equity [Line Items] | ||||
Reclassification of defaulting preferred units to permanent equity | $ 6,700 | |||
Class C Preferred Units | ||||
Temporary Equity [Line Items] | ||||
Temporary equity stock issued during period shares new issues | 5,404,588 | |||
Stock price per share | $ 4.0008 | |||
Proceeds from issuance of LLC preferred units | $ 21,200 | |||
Payments of stock issuance costs | $ 400 | $ 388 |
Common Stock_Units - Additional
Common Stock/Units - Additional Information (FY) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Dec. 22, 2020 | Mar. 31, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | Dec. 31, 2020 | Dec. 14, 2020 | |
Common stock, shares authorized | 125,000,000 | 125,000,000 | 125,000,000 | ||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | ||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Cash dividends | $ 0 | ||||||
Common stock issued | $ 383,000 | $ 1,313,000 | $ 1,419,000 | ||||
Prior to Yumanity Reorganization [Member] | |||||||
Common stock units vested | 4 years | ||||||
Private Placement [Member] | |||||||
Common stock, par value | $ 23 | ||||||
Common Stock [Member] | Private Placement [Member] | |||||||
Common stock, par value | $ 0.001 | ||||||
Common stock issued | $ 33,600,000 | ||||||
Common Units [Member] | Prior to Yumanity Reorganization [Member] | |||||||
Voting description | the Company had issued common units. Each common unit entitled the holder to one vote on all matters submitted to a vote of the Company’s members. In the event of any deemed liquidation, dissolution, or winding-up of the Company, the assets of the Company would have been distributed in accordance with the order of distributions described under the rights and preferences of the Preferred Units |
Warrants for Common Stock and_3
Warrants for Common Stock and Preferred and Common Units - Summary of warrants (FY) (Details) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Class of Warrant or Right [Line Items] | ||
Number of Shares of Common Stock Issuable | 99,986 | 99,986 |
Common Stock [Member] | August 14, 2015 | ||
Class of Warrant or Right [Line Items] | ||
Contractual Term | 10 years | 10 years |
Number of Shares of Common Stock Issuable | 74,622 | 74,622 |
Exercise Price | $ 24.05 | $ 24.05 |
Common Stock [Member] | October 9, 2015 | ||
Class of Warrant or Right [Line Items] | ||
Contractual Term | 10 years | 10 years |
Number of Shares of Common Stock Issuable | 7,798 | 7,798 |
Exercise Price | $ 24.05 | $ 24.05 |
Common Stock [Member] | June 14, 2018 | ||
Class of Warrant or Right [Line Items] | ||
Contractual Term | 10 years | 10 years |
Number of Shares of Common Stock Issuable | 2,152 | 2,152 |
Exercise Price | $ 30.13 | $ 30.13 |
Common Stock [Member] | December 20, 2019 | ||
Class of Warrant or Right [Line Items] | ||
Contractual Term | 10 years | 10 years |
Number of Shares of Common Stock Issuable | 15,414 | 15,414 |
Exercise Price | $ 18.98 | $ 18.98 |
Warrants for Common Stock and_4
Warrants for Common Stock and Preferred and Common Units - Additional Information (FY) (Details) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Class of Warrant or Right [Line Items] | ||||
Number of Shares of Common Stock Issuable | 99,986 | 99,986 | ||
Class B Preferred Units [Member] | New Loan [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Number of Shares of Common Stock Issuable | 34,946 | |||
Exercise Price | $ 8.37 | |||
Class B to Class C Preferred Units [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Number of Shares of Common Stock Issuable | 73,109 | |||
Exercise Price | $ 4.0008 |
Stock_Equity-Based Compensati_5
Stock/Equity-Based Compensation - Additional Information (FY) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Dec. 01, 2021 | Feb. 01, 2021 | Jan. 12, 2021 | Feb. 03, 2016 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 13, 2021 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Weighted average exercise price | $ 11.56 | $ 11.39 | ||||||||||
Amount of cost not yet recognized for nonvested award under share-based payment arrangement. | $ 6,400,000 | $ 6,400,000 | $ 12,300 | |||||||||
Stock-based compensation | $ 1,072,000 | $ 1,259,000 | $ 2,276,000 | $ 2,666,000 | $ 5,290,000 | $ 2,266,000 | ||||||
Compensation cost not yet recognized, period for recognition | 1 year 9 months | 2 years 7 months 24 days | ||||||||||
Restricted Incentive Units RSU [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Fair value of share options granted | $ 2,200,000 | |||||||||||
Stock-based compensation | $ 100,000 | $ 900,000 | ||||||||||
Units granted | 0 | 122,469 | ||||||||||
Number of incentive units | 48,172 | 48,172 | 86,225 | |||||||||
Restricted Incentive Units RSA [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Fair value of share options granted | $ 1,200,000 | $ 1,200,000 | ||||||||||
Stock-based compensation | $ 300,000 | $ 700,000 | $ 100,000 | |||||||||
Units granted | 0 | 305,663 | ||||||||||
Number of incentive units | 80,160 | 80,160 | ||||||||||
Board of Directors [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Common stock to be purchased | 104,000 | |||||||||||
2018 Plan | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of shares authorized | 1,527,210 | 1,527,210 | 1,527,210 | |||||||||
Common stock available for future issuance | 219,859 | 219,859 | 33,209 | |||||||||
2018 Plan | Service Based [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Share-based payment award, expiration period | 10 years | 10 years | ||||||||||
Share-based payment award, vest period | 4 years | 4 years | ||||||||||
2016 Plan [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Common stock available for issuance | 79,092 | 760,498 | 760,498 | 379,720 | ||||||||
Common stock available for future issuance | 457,504 | 457,504 | 138,163 | |||||||||
Common stock reserved for issuance, percentage of number of shares of common stock outstanding | 3% | 3% | ||||||||||
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 | 10 years | ||||||||||
Share-based payment award, vest period | 4 years | 4 years | ||||||||||
2016 Plan [Member] | Additional [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Common stock available for future issuance | 319,341 | 303,495 | 78,175 | |||||||||
2021 [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of shares authorized | 400,000 | 400,000 | 400,000 | |||||||||
Stock options issued | 17,000 | 174,400 | ||||||||||
Common stock available for issuance | 246,600 | 246,600 | 227,600 | |||||||||
2016 ESPP [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Common stock available for issuance | 6,938 | 48,564 | 48,564 | 41,626 | ||||||||
Common stock reserved for issuance, percentage of number of shares of common stock outstanding | 1% | |||||||||||
2016 ESPP [Member] | Additional [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Common stock available for issuance | 6,938 |
Stock_Equity-Based Compensati_6
Stock/Equity-Based Compensation - Summary of Restricted Stock Unit Activity and Related Information (FY) (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Restricted Incentive Units RSU [Member] | ||
Number of Shares | ||
Unvested beginning balance | 86,225 | 0 |
Issued | 0 | 122,469 |
Vested | (17,624) | (23,146) |
Forfeited | (20,429) | (13,098) |
Unvested ending balance | 48,172 | 86,225 |
Weighted Average Grant Date Fair Value | ||
Unvested beginning balance | $ 17.89 | $ 0 |
Issued | 0 | 17.89 |
Vested | 17.89 | 17.89 |
Forfeited | 17.89 | 17.89 |
Unvested ending balance | $ 17.89 | $ 17.89 |
Restricted Incentive Units RSA [Member] | ||
Number of Shares | ||
Unvested beginning balance | 305,663 | 0 |
Issued | 0 | 305,663 |
Vested | (189,778) | 0 |
Forfeited | (35,725) | 0 |
Unvested ending balance | 80,160 | 305,663 |
Weighted Average Grant Date Fair Value | ||
Unvested beginning balance | $ 3.83 | $ 0 |
Issued | 0 | 3.83 |
Vested | 3.83 | 0 |
Forfeited | 3.83 | 0 |
Unvested ending balance | $ 3.83 | $ 3.83 |
Stock_Equity-Based Compensati_7
Stock/Equity-Based Compensation - Schedule of Share-based Payment Award Stock Options Valuation Assumptions (FY) (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement [Abstract] | ||
Risk-free interest rate | 1% | 1.10% |
Expected volatility | 81.30% | 70.90% |
Expected dividend yield | 0% | 0% |
Expected term (in years) | 6 years 3 months 18 days | 7 years 9 months 18 days |
Stock_Equity-Based Compensati_8
Stock/Equity-Based Compensation - Summary of Stock Option Activity (FY) (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Number of Shares/Units | ||||
Outstanding beginning balance | 1,779,174 | 944,961 | ||
Granted | 17,000 | 994,014 | ||
Exercised | 0 | (9,241) | ||
Cancelled | (573,490) | (150,560) | ||
Outstanding ending balance | 1,222,684 | 1,779,174 | 944,961 | |
Vested and expected to vest as of ending date | 1,222,684 | 1,764,174 | ||
Options exercisable at December 31, 2021 | [1] | 1,024,379 | ||
Weighted Average Exercise Price | ||||
Outstanding beginning balance | $ 18.99 | $ 20.70 | ||
Granted | 2.89 | 16.63 | ||
Exercised | 0 | 8.97 | ||
Cancelled | 31.47 | 14.60 | ||
Outstanding ending balance | 11.99 | 18.99 | $ 20.70 | |
Vested and expected to vest as of ending period | $ 11.99 | 19 | ||
Options exercisable as of December 31, 2021 | [1] | $ 20.99 | ||
Weighted Average Remaining Contractual Term, Outstanding | 7 years 9 months 25 days | 7 years 8 months 1 day | 8 years 3 months 14 days | |
Weighted Average Remaining Contractual Term, Vested and expected to vest at December 31, 2020 | 7 years 9 months 25 days | 7 years 7 months 28 days | ||
Weighted Average Remaining Contractual Term, Options exercisable at December 31, 2021 | [1] | 6 years 5 months 23 days | ||
Aggregate Intrinsic Value, Outstanding | $ 0 | $ 0 | $ 6,522 | |
Aggregate Intrinsic Value, Exercised | 0 | |||
Aggregate Intrinsic Value, Vested and expected to vest at December 31, 2021 | $ 0 | |||
[1]Certain options were immediately exercisable for restricted common stock which vest according to the original vesting terms of the option grant. No options have been exercised prior to vesting. |
Stock_Equity-Based Compensati_9
Stock/Equity-Based Compensation - Summary of Stock-Based Compensation Expense (FY) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total Stock-based compensation expense | $ 1,072 | $ 1,259 | $ 2,276 | $ 2,666 | $ 5,290 | $ 2,266 |
Research and Development [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total Stock-based compensation expense | 89 | 355 | 190 | 746 | 1,352 | 663 |
General and Administrative [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total Stock-based compensation expense | $ 983 | $ 904 | $ 2,086 | $ 1,920 | $ 3,938 | $ 1,603 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (FY) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Line Items] | ||
Accrued interest or penalties | $ 0 | |
Unrecognized Tax Benefits | 0 | |
Foreign operations | 0 | |
Amounts for unrecognized tax benefits, interest or penalties | 0 | $ 0 |
Federal [Member] | ||
Income Tax Disclosure [Line Items] | ||
Operating Loss Carryforwards | $ 486,600,000 | |
Operating loss carry-forwards begin to expire year | 2026 | |
Research and development tax credit carry-forwards | $ 15,400,000 | |
Tax credit carry-forwards begin to expire year | 2027 | |
State [Member] | ||
Income Tax Disclosure [Line Items] | ||
Operating Loss Carryforwards | $ 497,200 | |
Operating loss carry-forwards begin to expire year | 2030 | |
Research and development tax credit carry-forwards | $ 6,200,000 | |
Foreign [Member] | ||
Income Tax Disclosure [Line Items] | ||
Research and development tax credit carry-forwards | 100,000 | |
Non Expirable [Member] | Federal [Member] | ||
Income Tax Disclosure [Line Items] | ||
Operating Loss Carryforwards | $ 258,500,000 | |
Effective Income Tax Rate Deduction, Percent | 80% | |
Non Expirable [Member] | Foreign [Member] | ||
Income Tax Disclosure [Line Items] | ||
Operating Loss Carryforwards | $ 100,000 | |
Expirable [Member] | Federal [Member] | ||
Income Tax Disclosure [Line Items] | ||
Operating Loss Carryforwards | 228,100,000 | |
Expirable [Member] | State [Member] | ||
Income Tax Disclosure [Line Items] | ||
Operating Loss Carryforwards | $ 497,200,000 | |
Minimum [Member] | ||
Income Tax Disclosure [Line Items] | ||
Open Tax Year | 2017 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (FY) (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Income Tax Disclosure [Abstract] | |||
Federal statutory income tax rate | (21.00%) | (21.00%) | |
State taxes, net of federal benefit | (10.00%) | (1.60%) | |
Federal and state research and development tax credits | (4.10%) | (2.50%) | |
In-process research and development | [1] | 0% | 10.40% |
Other | (1.80%) | 1.20% | |
Change in deferred tax asset valuation allowance | 36.90% | 13.50% | |
Effective Income Tax Rate Reconciliation, Percent, Total | 0% | 0% | |
[1]Represents the tax effect on the in-process research and development expense recorded on the acquisition of PTI |
Income Taxes - Schedule of Net
Income Taxes - Schedule of Net Deferred Tax Assets (liabilities) (FY) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | |||
Net operating loss carryforwards | $ 134,395 | $ 122,460 | |
Research and development tax credit carryforwards | 20,246 | 18,654 | |
Property and equipment | 242 | 184 | |
Accrued expenses | 521 | 539 | |
Capitalized intellectual property costs | 102 | 89 | |
Stock/equity-based compensation expense | 1,712 | 1,084 | |
Operating lease liabilities | 4,534 | 4,670 | |
Other | 290 | 0 | |
Total deferred tax assets | 162,042 | 147,680 | |
Deferred tax liabilities: | |||
Operating lease right-of-use assets | (5,806) | (5,836) | |
Other | 0 | (172) | |
Total deferred tax liabilities | (5,806) | (6,008) | |
Valuation allowance | (156,236) | (141,672) | $ (26,724) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Changes in Valua
Income Taxes - Changes in Valuation Allowance for Deferred Tax Assets (FY) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Valuation allowance as of beginning of year | $ 141,672 | $ 26,724 |
Increases recorded to income tax provision | 14,564 | 7,777 |
Amounts from Merger with PTI | 0 | 107,171 |
Valuation allowance as of end of year | $ 156,236 | $ 141,672 |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of Basic and Diluted Net Loss per Share (FY) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | ||||||||
Net loss | $ (4,845) | $ (13,381) | $ (10,454) | $ (8,682) | $ (18,226) | $ (19,136) | $ (39,503) | $ (57,487) |
Net loss applicable to common shareholders | $ (4,845) | $ (10,454) | $ (18,226) | $ (19,136) | $ (39,503) | $ (50,790) | ||
Denominator: | ||||||||
Weighted Average Number of Shares Outstanding, Basic | 10,847,734 | 10,195,608 | 10,800,473 | 10,194,474 | 10,283,172 | 2,354,143 | ||
Weighted Average Number of Shares Outstanding, Diluted | 10,847,734 | 10,195,608 | 10,800,473 | 10,194,474 | 10,283,172 | 2,354,143 | ||
Net loss per share, basic | $ (0.45) | $ (1.03) | $ (1.69) | $ (1.88) | $ (3.84) | $ (21.57) | ||
Net loss per share, diluted | $ (0.45) | $ (1.03) | $ (1.69) | $ (1.88) | $ (3.84) | $ (21.57) | ||
Class B Preferred Units [Member] | ||||||||
Numerator: | ||||||||
Gain on extinguishment of Ordinary Class B preferred units | $ 0 | $ 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 (FY) (Details) - shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities outstanding | 1,370,842 | 1,969,477 | 1,965,385 | 1,044,947 |
Options to Purchase Common Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities outstanding | 1,222,684 | 1,756,947 | 1,779,174 | 944,961 |
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 | 99,986 | 99,986 |
Unvested Restricted Stock Units [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities outstanding | 48,172 | 112,544 | 86,225 | 0 |
Leases - Additional Information
Leases - Additional Information (FY) (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
May 16, 2022 USD ($) | Feb. 28, 2022 USD ($) | Jan. 07, 2021 | Dec. 22, 2020 USD ($) ft² | May 23, 2020 USD ($) | May 01, 2020 USD ($) | Feb. 29, 2020 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Operating Lease, Right-of-Use Asset | ||||||||||||
Operating Lease, Right-of-Use Asset | $ 3,200,000 | $ 831,000 | $ 831,000 | $ 18,543,000 | $ 23,678,000 | |||||||
Increase (decrease) in operating lease liability | $ (8,600,000) | (11,844,000) | ||||||||||
License term | 3 years | |||||||||||
Operating lease assets | 3,200,000 | $ 831,000 | $ 831,000 | $ 18,543,000 | $ 23,678,000 | |||||||
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 01, 2020 | May 01, 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% | |||||||||||
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 | 10 years | |||||||||
Operating lease, option to extend additional term | 7 years | 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 | |||||||||||
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 | $ 1,000,000 | $ 1,900,000 | |||||||||
Sublease Income | $ 500,000 | 1,000,000 | 1,800,000 | |||||||||
Maximum [Member] | ||||||||||||
Operating Lease, Right-of-Use Asset | ||||||||||||
Total Amount of License fee | 400,000 | |||||||||||
Maximum [Member] | Old Premises Cambridge [Member] | ||||||||||||
Operating Lease, Right-of-Use Asset | ||||||||||||
Operating leases, rent expense | $ 100,000 | |||||||||||
Maximum [Member] | Moma Therapeutics Inc [Member] | ||||||||||||
Operating Lease, Right-of-Use Asset | ||||||||||||
Operating leases, rent expense, sublease rentals | 1,997,520 | 2,000,000 | ||||||||||
Minimum [Member] | ||||||||||||
Operating Lease, Right-of-Use Asset | ||||||||||||
Total Amount of License fee | $ 100,000 | |||||||||||
Minimum [Member] | Moma Therapeutics Inc [Member] | ||||||||||||
Operating Lease, Right-of-Use Asset | ||||||||||||
Operating leases, rent expense, sublease rentals | $ 1,939,340 | $ 1,900,000 |
Leases - Summary of lease cost
Leases - Summary of lease cost (FY) (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Lease cost | ||||
Operating lease cost | $ 2,496 | $ 3,053 | $ 6,665 | $ 3,097 |
Short-term Lease Cost | 0 | 0 | 0 | 0 |
Variable lease cost | 357 | 272 | 844 | 271 |
Finance lease cost, amortization of lease assets | 8 | 77 | 152 | 361 |
Finance lease cost, interest on lease liabilities | 1 | 5 | 7 | 20 |
Total finance lease cost | $ 9 | $ 82 | $ 159 | $ 381 |
Leases - Summary of supplementa
Leases - Summary of supplemental disclosure of cash flow information related to leases (FY) (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 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) | $ 2,177 | $ 2,970 | $ 5,998 | $ 2,461 |
Cash paid for amounts included in the measurement of finance lease liabilities (operating cash flows) | 1 | 5 | 7 | 20 |
Cash paid for amounts included in the measurement of finance lease liabilities (financing cash flows) | 27 | 108 | 166 | 347 |
Operating lease liabilities arising from obtaining right-of-use assets | 0 | 0 | 10,219 | |
Finance lease liabilities arising from obtaining right-of-use assets | $ 0 | $ 0 | $ 102 |
Leases - Schedule of weighted-a
Leases - Schedule of weighted-average remaining lease term and discount rate (FY) (Details) | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Schedule of weighted average remaining lease term and discount rate [Abstract] | ||||
Weighted-average remaining lease term (in years) used for Operating leases | 4 months 20 days | 5 years 2 months 19 days | 4 years 9 months | 5 years 10 days |
Weighted-average remaining lease term (in years) used for Finance leases | 7 months 6 days | 1 year 1 month 9 days | 1 year 3 months 3 days | |
Weighted-average discount rate for Operating leases | 5.85% | 9.10% | 9.08% | 9.01% |
Weighted-average discount rate used for Finance leases | 3.41% | 5.88% | 6.46% |
Leases - Summary of future annu
Leases - Summary of future annual Operating lease payments (FY) (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | May 16, 2022 | Dec. 31, 2021 |
Operating Leases | |||
2022 | $ 0 | $ 6,173 | |
2023 | 0 | 2,977 | |
2024 | 0 | 1,931 | |
2025 | 0 | 1,985 | |
2026 | 2,039 | ||
Thereafter | 2,801 | ||
Total future lease payments | 566 | 17,906 | |
Less: Imputed interest | (7) | (3,427) | |
Total lease liabilities | 559 | 14,479 | |
Finance Leases | |||
2022 | 49 | ||
2023 | 0 | ||
2024 | 0 | ||
2025 | 0 | ||
2026 | 0 | ||
Thereafter | 0 | ||
Total future lease payments | 166 | 49 | |
Less: Imputed interest | (1) | ||
Total lease liabilities | $ 166 | $ 200 | $ 48 |
Leases - Summary of table prese
Leases - Summary of table presents lease assets and liabilities and their classification on the consolidated balance sheet (FY) (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Feb. 28, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Assets: | ||||
Operating lease assets | $ 831 | $ 3,200 | $ 18,543 | $ 23,678 |
Finance lease assets | $ 315 | $ 199 | ||
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, Plant and Equipment, Net | Property, Plant and Equipment, Net | ||
Total leased assets | 831 | $ 18,858 | $ 23,877 | |
Current: | ||||
Operating lease liabilities | 559 | 5,064 | 4,468 | |
Finance lease liabilities | 0 | 48 | 166 | |
Non-current: | ||||
Operating lease liabilities | 0 | 9,415 | 14,479 | |
Finance lease liabilities | 0 | 48 | ||
Total lease liabilities | $ 559 | $ 14,527 | $ 19,161 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (FY) (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Long-term Purchase Commitment [Line Items] | ||
Period of agreement | 9 months | 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 | 300,000 |
Common Unit, Issuance Value | $ 800 | $ 800 |
Whitehead Institute for Biomedical Research [Member] | Maximum [Member] | ||
Long-term Purchase Commitment [Line Items] | ||
Payment of license fees | 100 | 100 |
Annual cost maintenance | 100 | 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 | $ 1,900 |
Defined Contribution Plan - Add
Defined Contribution Plan - Additional Information (FY) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Retirement Benefits [Abstract] | |
Company's contribution to plan | $ 0 |
Related Parties - Additional In
Related Parties - Additional Information (FY) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||
Related Party Transaction, Amounts of Transaction | $ 0 | |
Investor [Member] | ||
Related Party Transaction [Line Items] | ||
Operating lease expense | $ 400,000 | |
Amounts paid under lease agreement | 600,000 | |
Due to related parties current | $ 0 | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (FY) (Details) - USD ($) $ in Millions | 3 Months Ended | |||||
Feb. 28, 2022 | Feb. 25, 2022 | Apr. 13, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | Feb. 17, 2022 | |
Subsequent Event [Line Items] | ||||||
Workforce reduced | 60% | |||||
License agreement description | On February 28, 2022, the Company entered into two agreements that effectively amended the “New Premises” license agreement for laboratory space in Boston, Massachusetts (see Note 15, Leases). The first agreement terminated the existing license, due to expire in May of 2023, effective March 31, 2022. The second agreement, effective April 1, 2022, created a new license for approximately 20 percent of the space covered by the original license with an expiration date of December 31, 2022. | |||||
Maximum [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Monthly license fee | $ 0.4 | |||||
Repayments of debt | $ 0.3 | |||||
Minimum [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Monthly license fee | 0.1 | |||||
Repayments of debt | $ 0.1 | |||||
Hercules Capital, Inc. [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Term loan termination date | Feb. 25, 2022 | |||||
End of term fee | $ 0.9 | |||||
Interest/ non-use fee | 0.1 | |||||
Repayments of debt | 12.8 | |||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Personnel-related restructuring charges | $ 0.4 | |||||
Payment of license fees | 0.8 | |||||
Subsequent Event [Member] | Maximum [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Workforce reduced | 60% | |||||
Employee retention costs | $ 0.4 | |||||
Monthly license fee | 0.4 | |||||
Subsequent Event [Member] | Minimum [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Monthly license fee | $ 0.1 | |||||
Subsequent Event [Member] | Hercules Capital, Inc. [Member] | ||||||
Subsequent Event [Line Items] | ||||||
End of term fee | 0.9 | |||||
Interest/ non-use fee | 0.1 | |||||
Repayments of debt | $ 12.8 |
Nature of Business and Basis _4
Nature of Business and Basis of Presentation - Additional Information (Q2) (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Jun. 05, 2022 USD ($) | Dec. 22, 2020 shares | Dec. 14, 2020 USD ($) | Apr. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) shares | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) | Feb. 28, 2022 | |
Nature of Business [Line Items] | |||||||||||||
Merger Agreement Exchange Ratio | 0.2108 | ||||||||||||
Accumulated deficit | $ (205,539) | $ (156,492) | $ (205,539) | $ (187,313) | $ (147,810) | ||||||||
Net loss | (4,845) | $ (13,381) | $ (10,454) | $ (8,682) | (18,226) | $ (19,136) | (39,503) | (57,487) | |||||
Workforce reduced | 60% | ||||||||||||
Public Float, Increased | 75,000 | 75,000 | 75,000 | ||||||||||
Proceeds from sale of common stock | $ 33,597 | ||||||||||||
Janssen Pharmaceutica NV | |||||||||||||
Nature of Business [Line Items] | |||||||||||||
Asset purchase agreement price | $ 26,000 | ||||||||||||
At The Market Offering [Member] | New Sales Agreement With Jefferies Llc [Member] | |||||||||||||
Nature of Business [Line Items] | |||||||||||||
Common Stock, Value, Subscriptions | $ 59,600 | $ 59,600 | $ 60,000 | ||||||||||
Percentage of commission on gross proceeds of common stock sold | 3% | ||||||||||||
At The Market Offering [Member] | Prior Sales Agreement With Jefferies Llc [Member] | |||||||||||||
Nature of Business [Line Items] | |||||||||||||
Common Stock, Value, Subscriptions | $ 60,000 | ||||||||||||
Sale of Stock, Number of Shares Issued | shares | 216,332 | 112,833 | |||||||||||
Sale of Stock, Consideration Received | $ 1,500 | ||||||||||||
Sale Of Stock Consideration Received On Transaction, net | $ 400 | $ 1,400 | |||||||||||
Private Placement [Member] | |||||||||||||
Nature of Business [Line Items] | |||||||||||||
Net proceeds in private placement | $ 31,600 | ||||||||||||
Transaction Closed Date | Dec. 22, 2020 | ||||||||||||
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 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Additional Information (Q2) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||||||||
Restricted Cash and Cash Equivalents | $ 12,700 | $ 48,300 | $ 12,700 | $ 48,300 | $ 36,000 | $ 82,900 | ||
Accumulated deficit | (205,539) | $ (156,492) | (205,539) | (187,313) | (147,810) | |||
Net loss | (4,845) | $ (13,381) | (10,454) | $ (8,682) | (18,226) | (19,136) | (39,503) | (57,487) |
Cash and cash equivalents | 11,846 | 47,400 | 11,846 | 47,400 | 35,102 | 80,819 | ||
Restricted Cash | $ 900 | $ 900 | $ 900 | $ 900 | $ 900 | $ 2,100 |
Fair Value Measurements and M_9
Fair Value Measurements and Marketable Securities - Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis (Q2) (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Assets: | |||
Total assets | $ 11,506 | $ 35,535 | $ 83,427 |
Commercial Paper [Member] | |||
Assets: | |||
Cash equivalents | 1,800 | ||
Marketable securities | 0 | 1,399 | 4,498 |
Money Market Funds [Member] | |||
Assets: | |||
Cash equivalents | 11,506 | 34,136 | 77,129 |
Level 1 [Member] | |||
Assets: | |||
Total assets | 11,506 | 34,136 | 77,129 |
Level 1 [Member] | Commercial Paper [Member] | |||
Assets: | |||
Cash equivalents | 0 | ||
Marketable securities | 0 | 0 | 0 |
Level 1 [Member] | Money Market Funds [Member] | |||
Assets: | |||
Cash equivalents | 11,506 | 34,136 | 77,129 |
Level 2 [Member] | |||
Assets: | |||
Total assets | 0 | 1,399 | 6,298 |
Level 2 [Member] | Commercial Paper [Member] | |||
Assets: | |||
Cash equivalents | 1,800 | ||
Marketable securities | 0 | 1,399 | 4,498 |
Level 2 [Member] | Money Market Funds [Member] | |||
Assets: | |||
Cash equivalents | 0 | 0 | 0 |
Level 3 [Member] | |||
Assets: | |||
Total assets | 0 | 0 | 0 |
Level 3 [Member] | Commercial Paper [Member] | |||
Assets: | |||
Cash equivalents | 0 | ||
Marketable securities | 0 | 0 | 0 |
Level 3 [Member] | Money Market Funds [Member] | |||
Assets: | |||
Cash equivalents | $ 0 | $ 0 | $ 0 |
Collaboration Agreement - Add_2
Collaboration Agreement - Additional Information (Q2) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jul. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 17, 2021 | Jun. 30, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Revenue from collaborative arrangement | $ 1,657 | $ 2,114 | $ 2,679 | $ 5,646 | $ 8,044 | $ 6,896 | |||
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 | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Upfront payments received | $ 15,000 | ||||||||
Collaborative arrangement, milestone payments receivable | $ 5,000 | ||||||||
Deferred revenue additions | 15,000 | 2,600 | 5,000 | ||||||
Revenue remaining performance obligation | 100 | ||||||||
Revenue from collaborative arrangement | $ 8,000 | ||||||||
Deferred revenue | $ 2,400 | 2,400 | |||||||
License And Research Collaboration Agreement | Merck | Maximum [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Revenue from collaborative arrangement | $ 100 | ||||||||
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 o_2
Accrued Expenses - Schedule of Accrued Expenses (Q2) (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | |||
Accrued employee compensation and benefits | $ 350 | $ 1,763 | $ 4,295 |
Accrued external research and development expenses | 962 | 1,633 | 1,780 |
Accrued professional fees | 740 | 901 | 987 |
Other | 370 | 549 | 789 |
Total accrued expenses | $ 2,422 | $ 4,846 | $ 7,851 |
Accrued Expenses (Additional In
Accrued Expenses (Additional Information) (Q2) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Payables and Accruals [Abstract] | ||
Restructuring cost | $ 0.4 | $ 1.4 |
Accrued Expenses - Summary of r
Accrued Expenses - Summary of restructuring balance accrued expenses and other current liabilities (Q2) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2022 | Mar. 31, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Beginning balance | $ 655 | $ 0 |
Restructuring costs, personnel related | 412 | 985 |
Cash paid for restructuring costs | (765) | (330) |
Forfeitures | (31) | |
Ending balance | $ 271 | $ 655 |
Short-term borrowing (Additiona
Short-term borrowing (Additional Information) (Q2) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Short-term Debt [Line Items] | ||
Short-term borrowings | $ 578 | $ 0 |
Finance and Security Agreement | ||
Short-term Debt [Line Items] | ||
Frequency of periodic payment | nine-month | |
Annual interest rate | 2.93% | |
Debt maturity date | Sep. 22, 2022 |
Debt - Summary of Long-term D_2
Debt - Summary of Long-term Debt (Q2) (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | |||
Principal amount of long-term debt | $ 0 | $ 12,733 | $ 16,123 |
Less: Current portion of long-term debt | 0 | (5,805) | (2,891) |
Long-term debt, net of current portion | 0 | 6,928 | 13,232 |
Debt discount, net of accretion | 0 | (217) | (348) |
Accrued end-of-term payment | 0 | 646 | 353 |
Long-term debt, net of discount and current portion | $ 0 | $ 7,357 | $ 13,237 |
Debt - Additional Information_2
Debt - Additional Information (Q2) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Feb. 25, 2022 | Apr. 13, 2021 | Apr. 03, 2021 | Apr. 30, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||||||||||
Long-term non current | $ 0 | $ 0 | $ 12,733 | $ 16,123 | |||||||
Gain (Loss) on extinguishment of debt | 0 | $ 0 | (200) | $ 1,134 | $ 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] | |||||||||||
Repayment period | $ 100 | ||||||||||
Maximum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayment period | $ 300 | ||||||||||
New Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term non current | $ 12,700 | ||||||||||
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. 01, 2024 | ||||||||||
Outstanding borrowing bear interest rate | 8.75% | ||||||||||
Debt instrument final fee percentage | 5.25% | ||||||||||
Accrued end-of-term payment | $ 900 | $ 300 | $ 300 | $ 300 | |||||||
Debt weighted average interest rate | 12.52% | ||||||||||
Gain (Loss) on extinguishment of debt | 200 | ||||||||||
Repayment period | $ 12,800 | ||||||||||
End term cost of amount drawn under term loan in percent | 5.25% | ||||||||||
Amount drawn under term loan | $ 15,000 | ||||||||||
Additional amount drawn under term loan | 100 | ||||||||||
New Loan [Member] | Minimum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument fixed interest rate | 8.75% | 8.75% | |||||||||
Debt instrument variable spread | 4% | ||||||||||
Debt instrument description of variable spread | the prime rate as reported in the Wall Street Journal | ||||||||||
New Loan [Member] | Maximum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest/non-use fee | $ 100 | ||||||||||
Paycheck Protection Program Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Proceeds from Paycheck Protection Program loan | $ 1,100 |
Stock_Equity-Based Compensat_10
Stock/Equity-Based Compensation - Additional Information (Q2) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Dec. 01, 2021 | Feb. 01, 2021 | Jan. 12, 2021 | Feb. 03, 2016 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 13, 2021 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Weighted average exercise price | $ 11.56 | $ 11.39 | ||||||||||
Forfeited shares | 573,490 | 150,560 | ||||||||||
Amount of cost not yet recognized for nonvested award under share-based payment arrangement. | $ 6,400,000 | $ 6,400,000 | $ 12,300 | |||||||||
Stock-based compensation | $ 1,072,000 | $ 1,259,000 | $ 2,276,000 | $ 2,666,000 | $ 5,290,000 | $ 2,266,000 | ||||||
Weighted average remaining contractual term | 7 years 9 months 25 days | 7 years 8 months 1 day | 8 years 3 months 14 days | |||||||||
Number of options outstanding, including both vested and non-vested options | 1 year 9 months | 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 | $ 100,000 | $ 900,000 | ||||||||||
Fair value of share options granted | $ 2,200,000 | |||||||||||
Units granted | 0 | 122,469 | ||||||||||
Number of incentive units | 48,172 | 48,172 | 86,225 | |||||||||
Restricted Incentive Units Rsa [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Stock-based compensation | $ 300,000 | $ 700,000 | $ 100,000 | |||||||||
Fair value of share options granted | $ 1,200,000 | $ 1,200,000 | ||||||||||
Units granted | 0 | 305,663 | ||||||||||
Number of incentive units | 80,160 | 80,160 | ||||||||||
Board Of Directors Chairman [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Common stock to be purchased | 104,000 | |||||||||||
Forfeited shares | 104,000 | |||||||||||
2018 Plan | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of shares authorized | 1,527,210 | 1,527,210 | 1,527,210 | |||||||||
Common stock available for future issuance | 219,859 | 219,859 | 33,209 | |||||||||
2018 Plan | Service Based [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Share-based payment award, expiration period | 10 years | 10 years | ||||||||||
Share-based payment award, vest period | 4 years | 4 years | ||||||||||
2016 Plan [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Common stock available for issuance | 79,092 | 760,498 | 760,498 | 379,720 | ||||||||
Common stock available for future issuance | 457,504 | 457,504 | 138,163 | |||||||||
Common stock reserved for issuance, percentage of number of shares of common stock outstanding | 3% | 3% | ||||||||||
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 | 10 years | ||||||||||
Share-based payment award, vest period | 4 years | 4 years | ||||||||||
2016 Plan [Member] | Additional [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Common stock available for future issuance | 319,341 | 303,495 | 78,175 | |||||||||
2016 ESPP [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Common stock available for issuance | 6,938 | 48,564 | 48,564 | 41,626 | ||||||||
Common stock reserved for issuance, percentage of number of shares of common stock outstanding | 1% | |||||||||||
2016 ESPP [Member] | Additional [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Common stock available for issuance | 6,938 | |||||||||||
2021 Stock Option And Incentive Plan [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of shares authorized | 400,000 | 400,000 | 400,000 | |||||||||
Common stock available for issuance | 246,600 | 246,600 | 227,600 | |||||||||
Stock option issued | 17,000 | 174,400 |
Stock_Equity-Based Compensat_11
Stock/Equity-Based Compensation - Summary of Restricted Stock Unit Activity and Related Information (Q2) (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Restricted Incentive Units RSU [Member] | ||
Number of Shares | ||
Unvested beginning balance | 86,225 | 0 |
Issued | 0 | 122,469 |
Vested | (17,624) | (23,146) |
Forfeited | (20,429) | (13,098) |
Unvested ending balance | 48,172 | 86,225 |
Weighted Average Grant Date Fair Value | ||
Unvested beginning balance | $ 17.89 | $ 0 |
Issued | 0 | 17.89 |
Vested | 17.89 | 17.89 |
Forfeited | 17.89 | 17.89 |
Unvested ending balance | $ 17.89 | $ 17.89 |
Restricted Incentive Units RSA [Member] | ||
Number of Shares | ||
Unvested beginning balance | 305,663 | 0 |
Issued | 0 | 305,663 |
Vested | (189,778) | 0 |
Forfeited | (35,725) | 0 |
Unvested ending balance | 80,160 | 305,663 |
Weighted Average Grant Date Fair Value | ||
Unvested beginning balance | $ 3.83 | $ 0 |
Issued | 0 | 3.83 |
Vested | 3.83 | 0 |
Forfeited | 3.83 | 0 |
Unvested ending balance | $ 3.83 | $ 3.83 |
Stock_Equity-Based Compensat_12
Stock/Equity-Based Compensation - Summary of Stock Option Activity (Q2) (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Shares/Units | |||
Outstanding beginning balance | 1,779,174 | 944,961 | |
Granted | 17,000 | 994,014 | |
Exercised | 0 | (9,241) | |
Forfeited | (573,490) | (150,560) | |
Outstanding ending balance | 1,222,684 | 1,779,174 | 944,961 |
Vested and expected to vest as of ending date | 1,222,684 | 1,764,174 | |
Weighted Average Exercise Price | |||
Outstanding beginning balance | $ 18.99 | $ 20.70 | |
Granted | 2.89 | 16.63 | |
Exercised | 0 | 8.97 | |
Forfeited | 31.47 | 14.60 | |
Outstanding ending balance | 11.99 | 18.99 | $ 20.70 |
Vested and expected to vest as of ending period | $ 11.99 | $ 19 | |
Weighted Average Remaining Contractual Term, Outstanding | 7 years 9 months 25 days | 7 years 8 months 1 day | 8 years 3 months 14 days |
Vested and expected to vest as of June 30, 2022 | 7 years 9 months 25 days | 7 years 7 months 28 days | |
Aggregate Intrinsic Value, Outstanding | $ 0 | $ 6,522 | |
Aggregate Intrinsic Value,Granted | 0 | ||
Aggregate Intrinsic Value,Exercised | $ 0 | ||
Aggregate Intrinsic Value,Forfeited | $ 0 | ||
Weighted Average Remaining Contractual Term,Forfeited | $ 0 | $ 0 | $ 6,522 |
Aggregate Intrinsic Value, Vested and expected to vest at June 30, 2022 | $ 0 |
Stock_Equity-Based Compensat_13
Stock/Equity-Based Compensation - Summary of Stock-Based Compensation Expense (Q2) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total Stock-based compensation expense | $ 1,072 | $ 1,259 | $ 2,276 | $ 2,666 | $ 5,290 | $ 2,266 |
Research and development | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total Stock-based compensation expense | 89 | 355 | 190 | 746 | 1,352 | 663 |
General and administrative | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total Stock-based compensation expense | $ 983 | $ 904 | $ 2,086 | $ 1,920 | $ 3,938 | $ 1,603 |
Net Loss per Share - Schedule_3
Net Loss per Share - Schedule of Basic and Diluted Net Loss per Share (Q2) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | ||||||||
Net loss | $ (4,845) | $ (13,381) | $ (10,454) | $ (8,682) | $ (18,226) | $ (19,136) | $ (39,503) | $ (57,487) |
Denominator: | ||||||||
Weighted average common shares outstanding, basic | 10,847,734 | 10,195,608 | 10,800,473 | 10,194,474 | 10,283,172 | 2,354,143 | ||
Weighted average common shares outstanding, diluted | 10,847,734 | 10,195,608 | 10,800,473 | 10,194,474 | 10,283,172 | 2,354,143 | ||
Net loss per share, basic | $ (0.45) | $ (1.03) | $ (1.69) | $ (1.88) | $ (3.84) | $ (21.57) | ||
Net loss per share, diluted | $ (0.45) | $ (1.03) | $ (1.69) | $ (1.88) | $ (3.84) | $ (21.57) | ||
Class B Preferred Units [Member] | ||||||||
Numerator: | ||||||||
Gain on extinguishment of Class B preferred units | $ 0 | $ 6,697 |
Net Loss per Share - Schedule_4
Net Loss per Share - Schedule of Antidilutive Securities Excluded from Computation of Diluted Weighted-average Shares Outstanding (Q2) (Details) - shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities outstanding | 1,370,842 | 1,969,477 | 1,965,385 | 1,044,947 |
Options to Purchase Common Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities outstanding | 1,222,684 | 1,756,947 | 1,779,174 | 944,961 |
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 | 99,986 | 99,986 |
Unvested Restricted Stock Units [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities outstanding | 48,172 | 112,544 | 86,225 | 0 |
Leases - Additional Informati_2
Leases - Additional Information (Q2) (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
May 16, 2022 USD ($) | Feb. 28, 2022 USD ($) | Jan. 07, 2021 | Dec. 22, 2020 USD ($) ft² | May 01, 2020 USD ($) | Feb. 29, 2020 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Operating Lease, Right-of-Use Asset | ||||||||||||
Operating Lease, Right-of-Use Asset | $ 3,200,000 | $ 831,000 | $ 831,000 | $ 18,543,000 | $ 23,678,000 | |||||||
Increase (decrease) in operating lease liability | $ 8,600,000 | 11,844,000 | ||||||||||
License term | 3 years | |||||||||||
Remaining finance lease liabilities | $ 200,000 | 166,000 | 166,000 | 48,000 | ||||||||
Operating Lease, Impairment Loss | $ 3,900,000 | 3,901,000 | $ 0 | |||||||||
Security deposit and the last month's license fee | 800,000 | |||||||||||
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 | 1,000,000 | 1,900,000 | |||||||||
Sublease Income | $ 500,000 | $ 1,000,000 | $ 1,800,000 | |||||||||
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 01, 2020 | May 01, 2020 | ||||||||||
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% | |||||||||||
Total Amount of License fee | $ 12,000,000 | |||||||||||
Merger Laboratory Boston [Member] | ||||||||||||
Operating Lease, Right-of-Use Asset | ||||||||||||
Operating lease, initial term | 10 years | 10 years | 10 years | |||||||||
Operating lease, option to extend additional term | 7 years | 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 | |||||||||||
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 | |||||||||||
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 | |||||||||||
Maximum [Member] | ||||||||||||
Operating Lease, Right-of-Use Asset | ||||||||||||
Total Amount of License fee | 400,000 | |||||||||||
Remaining finance lease liabilities | $ 100,000 | |||||||||||
Maximum [Member] | Moma Therapeutics Inc [Member] | ||||||||||||
Operating Lease, Right-of-Use Asset | ||||||||||||
Operating leases, rent expense, sublease rentals | $ 1,997,520 | $ 2,000,000 | ||||||||||
Minimum [Member] | ||||||||||||
Operating Lease, Right-of-Use Asset | ||||||||||||
Total Amount of License fee | $ 100,000 | |||||||||||
Minimum [Member] | Moma Therapeutics Inc [Member] | ||||||||||||
Operating Lease, Right-of-Use Asset | ||||||||||||
Operating leases, rent expense, sublease rentals | $ 1,939,340 | $ 1,900,000 |
Leases - Summary of lease cos_2
Leases - Summary of lease cost (Q2) (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Lease cost | ||||
Operating lease cost | $ 2,496 | $ 3,053 | $ 6,665 | $ 3,097 |
Short-term Lease Cost | 0 | 0 | 0 | 0 |
Variable lease cost | 357 | 272 | 844 | 271 |
Finance lease cost, amortization of lease assets | 8 | 77 | 152 | 361 |
Finance lease cost, interest on lease liabilities | 1 | 5 | 7 | 20 |
Total finance lease cost | $ 9 | $ 82 | $ 159 | $ 381 |
Leases - Summary of supplemen_2
Leases - Summary of supplemental disclosure of cash flow information related to leases (Q2) (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
May 16, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 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) | $ 2,177 | $ 2,970 | $ 5,998 | $ 2,461 | |
Cash paid for amounts included in the measurement of finance lease liabilities (operating cash flows) | 1 | 5 | 7 | 20 | |
Cash paid for amounts included in the measurement of finance lease liabilities (financing cash flows) | 27 | 108 | 166 | 347 | |
Operating lease liabilities arising from obtaining right-of-use assets | 0 | 0 | 10,219 | ||
Finance lease liabilities arising from obtaining right-of-use assets | 0 | $ 0 | $ 102 | ||
Reduction in operating lease liabilities as a result of lease modifications | $ 8,600 | 11,844 | |||
Reduction in operating right-of-use assets as a result of lease modifications | $ 11,852 |
Leases - Schedule of weighted_2
Leases - Schedule of weighted-average remaining lease term and discount rate (Q2) (Details) | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Schedule of weighted average remaining lease term and discount rate [Abstract] | ||||
Weighted-average remaining lease term (in years) used for Operating leases | 4 months 20 days | 5 years 2 months 19 days | 4 years 9 months | 5 years 10 days |
Weighted-average remaining lease term (in years) used for Finance leases | 7 months 6 days | 1 year 1 month 9 days | 1 year 3 months 3 days | |
Weighted-average discount rate for Operating leases | 5.85% | 9.10% | 9.08% | 9.01% |
Weighted-average discount rate used for Finance leases | 3.41% | 5.88% | 6.46% |
Leases - Summary of future an_2
Leases - Summary of future annual Operating lease payments (Q2) (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | May 16, 2022 | Dec. 31, 2021 |
Operating Leases | |||
2022 | $ 566 | ||
2023 | 0 | $ 6,173 | |
2024 | 0 | 2,977 | |
2025 | 0 | 1,931 | |
2026 | 0 | 1,985 | |
Thereafter | 0 | ||
Total future lease payments | 566 | 17,906 | |
Less: Imputed interest | (7) | (3,427) | |
Total lease liabilities | 559 | 14,479 | |
Finance Leases | |||
2022 | 166 | ||
2023 | 49 | ||
2024 | 0 | ||
2025 | 0 | ||
2026 | 0 | ||
Total future lease payments | 166 | 49 | |
Less: Imputed interest | (1) | ||
Total lease liabilities | 166 | $ 200 | $ 48 |
Net Operating Lease Payments | |||
2022 | 400 | ||
2023 | 0 | ||
2024 | 0 | ||
2025 | 0 | ||
2026 | 0 | ||
Thereafter | 0 | ||
Total future lease payments | 400 | ||
Less: Imputed interest | (7) | ||
Total lease liabilities | $ 393 |
Leases - Summary of table pre_2
Leases - Summary of table presents lease assets and liabilities and their classification on the condensed consolidated balance sheet (Q2) (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Feb. 28, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Assets: | ||||
Operating lease assets | $ 831 | $ 3,200 | $ 18,543 | $ 23,678 |
Total leased assets | 831 | 18,858 | 23,877 | |
Current: | ||||
Operating lease liabilities | 559 | 5,064 | 4,468 | |
Non-current: | ||||
Operating lease liabilities | 0 | 9,415 | 14,479 | |
Finance lease liabilities | 0 | 48 | ||
Total lease liabilities | $ 559 | $ 14,527 | $ 19,161 |
Commitments and Contingencies_3
Commitments and Contingencies - Additional Information (Q2) (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Long-term Purchase Commitment [Line Items] | ||
Period of agreement | 9 months | 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 | 300,000 |
Common Unit, Issuance Value | $ 800 | $ 800 |
Whitehead Institute for Biomedical Research [Member] | Maximum [Member] | ||
Long-term Purchase Commitment [Line Items] | ||
Payment of license fees | 100 | 100 |
Annual cost maintenance | 100 | 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 | $ 1,900 |