Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | May 07, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity File Number | 001-38549 | |
Entity Registrant Name | YUMANITY THERAPEUTICS, INC. | |
Entity Central Index Key | 0001445283 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | YMTX | |
Security Exchange Name | NASDAQ | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-8436652 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Address, Address Line One | 40 Guest Street | |
Entity Address, Address Line Two | Suite 4410 | |
Entity Address, City or Town | Boston | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02135 | |
City Area Code | 617 | |
Local Phone Number | 409-5300 | |
Entity Common Stock, Shares Outstanding | 10,202,506 |
Condensed Consolidated Balance
Condensed Consolidated Balance sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 52,114 | $ 80,819 |
Marketable securities | 10,771 | 4,498 |
Prepaid expenses and other current assets | 3,752 | 2,264 |
Total current assets | 66,637 | 87,581 |
Property and equipment, net | 685 | 874 |
Operating lease right-of-use assets | 22,431 | 23,678 |
Deposits | 386 | 386 |
Restricted cash | 2,066 | 2,066 |
Assets held-for-sale | 83 | 250 |
Total assets | 92,288 | 114,835 |
Current liabilities: | ||
Accounts payable | 1,947 | 7,384 |
Accrued expenses and other current liabilities | 3,549 | 7,851 |
Current portion of long-term debt | 3,675 | 2,891 |
Operating lease liabilities | 4,611 | 4,468 |
Current portion of finance lease obligation | 109 | 166 |
Deferred revenue | 4,572 | 8,104 |
Total current liabilities | 18,463 | 30,864 |
Long-term debt, net of discount and current portion | 11,413 | 13,237 |
Operating lease liabilities, net of current portion | 13,283 | 14,479 |
Finance lease obligation, net of current portion | 35 | 48 |
Other liabilities | 162 | |
Total liabilities | 43,356 | 58,628 |
Commitments and contingencies (Note 10) | ||
Stockholders' equity/(deficit): | ||
Preferred stock, $0.001 par value; 5,000,000 shares authorized; no shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively | ||
Common stock, $0.001 par value; 125,000,000 shares authorized; no shares issued and 10,193,831 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively | 10 | 10 |
Additional paid-in capital | 205,414 | 204,007 |
Accumulated deficit | (156,492) | (147,810) |
Total stockholders' equity/(deficit) | 48,932 | 56,207 |
Total liabilities and stockholders' equity/(deficit) | $ 92,288 | $ 114,835 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 125,000,000 | 125,000,000 |
Common stock, shares issued | 0 | 10,193,831 |
Common stock, shares outstanding | 0 | 10,193,831 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Collaboration revenue | $ 3,532 | |
Operating expenses: | ||
Research and development | 6,779 | $ 5,029 |
General and administrative | 6,052 | 2,032 |
Total operating expenses | 12,831 | 7,061 |
Loss from operations | (9,299) | (7,061) |
Other income (expense): | ||
Change in fair value of preferred unit warrant liability | 5 | |
Interest Expense | (488) | (454) |
Interest income and other income (expense), net | (29) | 45 |
Gain on debt extinguishment | 1,134 | |
Total other income (expense), net | 617 | (404) |
Net loss | (8,682) | (7,465) |
Net loss applicable to common shareholders | $ (8,682) | $ (7,465) |
Net loss per share/unit, basic and diluted | $ (0.85) | $ (3.47) |
Weighted average common shares/units outstanding, basic and diluted | 10,193,328 | 2,150,017 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (8,682) | $ (7,465) |
Other comprehensive income: | ||
Unrealized gains on marketable securities, net of tax of $0 | ||
Comprehensive loss | $ (8,682) | $ (7,465) |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Unrealized gain on marketable securities, net of tax | $ 0 | $ 0 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Preferred Units and Stockholders' Equity Deficit - USD ($) $ in Thousands | Total | Preferred Units [Member] | Common Units [Member] | 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 | $ 0 | $ (97,020) | ||
Beginning balance, shares at Dec. 31, 2019 | 12,391,101 | 2,163,099 | |||||
Stock/equity-based compensation expense | 570 | $ 570 | |||||
Net loss | (7,465) | (7,465) | |||||
Ending balance at Mar. 31, 2020 | (98,795) | $ 89,699 | $ 5,690 | (104,485) | |||
Ending balance, shares at Mar. 31, 2020 | 12,391,101 | 2,163,099 | |||||
Beginning balance at Dec. 31, 2020 | 56,207 | $ 10 | $ 204,007 | (147,810) | |||
Beginning balance, shares at Dec. 31, 2020 | 10,193,831 | ||||||
Stock/equity-based compensation expense | 1,407 | 1,407 | |||||
Net loss | (8,682) | (8,682) | |||||
Ending balance at Mar. 31, 2021 | $ 48,932 | $ 10 | $ 205,414 | $ 0 | $ (156,492) | ||
Ending balance, shares at Mar. 31, 2021 | 10,193,831 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (8,682) | $ (7,465) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Net amortization of premiums (accretion of discounts) on marketable securities | (4) | (3) |
Depreciation and amortization expense | 200 | 200 |
Non-cash lease expense | 1,247 | 179 |
Stock/equity-based compensation expense | 1,407 | 570 |
Other non-cash expense | 48 | |
Non-cash interest expense | 155 | 116 |
Gain on debt extinguishment | (1,134) | |
Change in fair value of preferred unit warrant liability | (5) | |
Gain on sale of property and equipment | (2) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (1,374) | 105 |
Deposits | (848) | |
Operating lease liabilities | (1,053) | (291) |
Accounts payable | (5,437) | (651) |
Accrued expenses and other current liabilities | (4,127) | (190) |
Deferred revenue | (3,532) | |
Net cash used in operating activities | (22,288) | (8,283) |
Cash flows from investing activities: | ||
Purchases of marketable securities | (9,869) | |
Proceeds from sales and maturities of marketable securities | 3,600 | 1,350 |
Purchases of property and equipment | (6) | (170) |
Net cash (used in) provided by investing activities | (6,275) | 1,180 |
Cash flows from financing activities: | ||
Payments of debt issuance costs related to long-term debt | (72) | |
Payments of finance lease obligations | (70) | (88) |
Net cash used in financing activities | (142) | (88) |
Net decrease in cash, cash equivalents and restricted cash | (28,705) | (7,191) |
Cash, cash equivalents and restricted cash at beginning of period | 82,885 | 14,246 |
Cash, cash equivalents and restricted cash at end of period | 54,180 | 7,055 |
Supplemental cash flow information: | ||
Cash paid for interest | $ 328 | $ 263 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 3 Months Ended |
Mar. 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 Y umanity Therapeutics, Inc. (formerly Proteostasis Therapeutics, Inc., and 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 COVID-19 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 At the effective time of the Merger (the “Effective Time”), each share of Yumanity Inc.’s common stock, par value $0.01 (the “Yumanity Common Stock”), outstanding immediately prior to the Effective Time was converted into the right to receive shares of PTI based on an exchange ratio set forth in the Merger Agreement. At the Effective Time following the Reverse Stock Split, the exchange ratio was determined to be 0.2108 shares of PTI Common Stock for each share of Yumanity Common Stock (the “Exchange Ratio”). At the closing of the Merger on December 22, 2020, PTI issued an aggregate of 6,024,433 shares of its common stock to Yumanity, based on the Exchange Ratio. In addition, all options and warrants exercisable for shares of common stock of Yumanity, Inc. became options and warrants exercisable for shares of common stock of PTI equal to the Exchange Ratio multiplied by the number of shares of Yumanity Inc.’s common stock previously represented by such stock options and warrants, as applicable, with a proportionate adjustment in exercise price. No fractional shares were issued in connection with the Exchange Ratio. The transaction was accounted for as a reverse merger and as an asset acquisition in accordance with GAAP. Under this method of accounting, Yumanity was deemed to be the accounting acquirer for financial reporting purposes. This determination was primarily based on the fact that, immediately following the Merger: (i) Yumanity’s equity holders owned a majority of the voting rights in the combined organization, (ii) Yumanity designated a majority of the members (7 of 9) of the initial board of directors of the combined organization and (iii) Yumanity’s senior management hold all key positions in the senior management of the combined organization. Accordingly, for accounting purposes, (i) the Merger was treated as the equivalent of the Yumanity issuing stock to acquire the net assets of PTI, (ii) the net assets of PTI were allocated a portion of the transaction price and recorded based upon their relative fair values in the financial statements at the time of closing, (iii) the reported historical operating results of the combined organization prior to the Merger will be those of Yumanity and (iv) for periods prior to the transaction, shareholders’ equity of the combined organization is presented based on the historical equity structure of Yumanity. As a result, as of the closing date of the Merger, the net assets of PTI were recorded at their acquisition-date fair values in the financial statements of Yumanity and the reported operating results prior to the Merger will be those of Yumanity. As used herein, the words “the Company” refer to, for periods following the Merger, Yumanity Therapeutics, Inc., together with its wholly owned subsidiaries, and for periods prior to the Merger, Holdings, and its wholly owned subsidiary, as applicable. The Yumanity Reorganization On December 22, 2020, immediately prior to the closing of the Merger, pursuant to the terms of the Merger Agreement, the Company completed the Yumanity Reorganization whereby Holdings, the sole stockholder and holding company parent of Yumanity, Inc., merged with and into Yumanity, Inc., with Yumanity, Inc. as the surviving corporation. In connection with the Yumanity Reorganization, each outstanding common unit of Holdings was exchanged for shares of common stock of Yumanity, Inc. based upon a ratio associated with the terms of each common unit, each outstanding preferred unit of Holdings was converted into shares of common stock of Yumanity, Inc. based upon the ratio associated with each individual series of preferred units, each outstanding option to purchase shares of common units of Holdings was converted into an outstanding option to purchase shares of common stock of Yumanity, Inc. on a 1-for-1 1-for-1 Basis of presentation The Company’s condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries . All intercompany accounts and transactions have been eliminated in consolidation. Unless otherwise noted, all references to common stock/unit share and per share amounts have also been adjusted to reflect the Exchange Ratio. Going concern The Company has evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the original issuance date of the condensed consolidated financial statements. Since its inception, the Company has funded its operations primarily with equity and debt including proceeds from the Merger. The Company has incurred recurring losses and negative cash flows from operations since inception, including net losses of $8.7 million for the three-month period ended March 31, 2021. In addition, as of March 31, 2021, the Company had an accumulated deficit of The Company will require additional financing to fund operations and plans to obtain additional funding through private or public equity financings, debt financings, or other capital sources, including collaborations with other companies or other strategic transactions. There is no assurance that the Company will be successful in 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, the Company will be forced to delay, reduce or eliminate some or all of its research and development programs, product portfolio expansion or commercialization efforts, which could adversely affect its business prospects, or the Company may be unable to continue operations. Impact of the COVID-19 The COVID-19 COVID-19 The Company is monitoring the potential impact of the COVID-19 COVID-19 COVID-19, |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Unaudited Interim Financial Information The condensed balance sheet as of December 31, 2020 was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). The accompanying condensed financial statements, as of March 31, 2021 and for the three months ended March 31, 2021, are unaudited and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The Company believes that the disclosures are adequate to make the information presented not misleading. These unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K Summary of Significant Accounting Policies The Company’s significant accounting policies, which are disclosed in the audited financial statements for the year ended December 31, 2020 and the notes thereto, are included in the Company’s Annual Report on Form 10-K Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, revenue recognition, the accrual of research and development expenses, the valuation of common units prior to the Merger and the valuation of stock/unit-based awards. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates as there are changes in circumstances, facts, and experience. Actual results may differ from those estimates or assumptions. Fair value measurements Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The Company’s cash equivalents and marketable securities are carried at fair value, determined according to the fair value hierarchy described above (see Note 3). The carrying values of the Company’s accounts payable and accrued expenses approximate their fair values due to the short-term nature of these liabilities. The carrying value of the Company’s long-term debt under its loan and security agreement approximates its fair value due to its variable interest rate. Recently issued accounting pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes—Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes 2019-12”). 2019-12 2019-12 In March 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-04—Facilitation of the Effects of Reference Rate Reform on Financial Reporting (ASC Topic 848). This authoritative guidance provides optional relief for companies preparing for the discontinuation of interest rates such as LIBOR, which is expected to be phased out at the end of calendar 2021, and applies to lease contracts, hedging instruments, held-to-maturity debt securities and debt arrangements that have LIBOR as the benchmark rate. This guidance can be applied for a limited time, as of the beginning of the interim period that includes March 12, 2020 or any date thereafter, through December 31, 2022. The guidance may no longer be applied after December 31, 2022. In January 2021, the FASB issued authoritative guidance that makes amendments to the new rules on accounting for reference rate reform. The amendments clarify that all derivative instruments affected by the changes to interest rates used for discounting, margining or contract price alignment, regardless of whether they reference LIBOR, or another rate expected to be discontinued as a result of reference rate reform, an entity may apply certain practical expedients in ASC Topic 848. The Company anticipates that the adoption of the guidance will not have a material impact on the Company’s condensed consolidated financial statements |
Fair Value Measurements and Mar
Fair Value Measurements and Marketable Securities | 3 Months Ended |
Mar. 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 March 31, 2021 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 51,059 $ — $ — $ 51,059 Marketable securities: Commercial paper — 10,771 — 10,771 $ 51,059 $ 10,771 $ — $ 61,830 Fair Value Measurements at December 31, 2020 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 77,129 $ — $ — $ 77,129 Commercial paper — 1,800 — 1,800 Marketable securities: Commercial paper — 4,498 — 4,498 $ 77,129 $ 6,298 $ — $ 83,427 Marketable securities were valued by the Company using quoted prices in active markets for similar securities, which represent a Level 2 measurement within the fair value hierarchy. Marketable securities by security type consisted of the following (in thousands): March 31, 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Commercial paper $ 10,771 $ — $ — $ 10,771 $ — $ — 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
Collaboration Agreement | 3 Months Ended |
Mar. 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, 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 Unless terminated earlier, the Collaboration Agreement will continue in full force and effect until one or more products has received marketing authorization and, thereafter, until expiration of all royalty obligations under the Collaboration Agreement. The Company or Merck may terminate the Collaboration Agreement upon an uncured material breach by the other party or insolvency of the other party. Merck may also terminate the Merck Collaboration Agreement for any reason upon certain notice to the Company. Merck also participated in the Company’s Class C preferred units financing in June 2020 with terms consistent with those of other investors that purchased Class C preferred units in June 2020. The Class C preferred units were issued at a price of $4.0008 per unit, which was determined to be fair value based on the same price paid by other investors that purchased Class C preferred units in the financing. The equity investment was considered to be distinct from the Collaboration Agreement. The Company assessed the promised goods and services to determine if they are distinct. Based on this assessment, the Company determined that Merck cannot benefit from the promised goods and services separately from the others as they are highly interrelated and therefore not distinct. Accordingly, the promised goods and services represent one combined performance obligation and the entire transaction price was allocated to that single combined performance obligation. The performance obligation is being satisfied over the research term as the Company performs the research and development activities through the first substantive option period, and participates in a Joint Steering Committee to oversee research and development activities. Accordingly, the upfront payment of $15.0 million was recorded as deferred revenue and will be recognized as revenue as the performance obligation is satisfied. The Company recognizes revenue using the cost-to-cost method, the cost-to-cost method, 1 revenue catch-up. At The Company assessed the Collaboration Agreement to determine whether a significant financing component exists and concluded that a significant financing component does not exist. |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 5. Accrued Expenses Accrued expenses consisted of the following (in thousands): March 31, December 31, 2021 2020 Accrued employee compensation and benefits $ 585 $ 4,295 Accrued external research and development expenses $ 1,531 1,780 Accrued professional fees $ 1,001 987 Other $ 432 789 $ 3,549 $ 7,851 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | 6. Debt Long-term debt consisted of the following (in thousands): March 31, December 31, 2021 2020 Principal amount of long-term debt $ 15,000 $ 16,123 Less: Current portion of long-term debt (3,675 ) (2,891 ) Long-term debt, net of current portion 11,325 13,232 Debt discount, net of accretion (365 ) (348 ) Accrued end-of-term 453 353 Long-term debt, net of discount and current portion $ 11,413 $ 13,237 The Company has outstanding borrowings of $15.0 million (“Tranche 1”) under a loan and security agreement entered into in December 2019 (the “ Term Term Term Term one-year In April 2020, the Term Term On December 22, 2020, the Company entered into an Unconditional Secured Guaranty and Pledge Agreement (the “Guaranty”) with the Lender as a condition to the Lender’s consent to the Merger under the Term Loan between Yumanity, Inc. as borrower and the Lender. Immediately prior to the Merger, Yumanity, Inc. entered into a Fourth Amendment and Consent to Loan and Security Agreement dated as of December 22, 2020 with the Lender (the “Loan Amendment”). The Guaranty provides for the Company’s guaranty of Yumanity Inc.’s obligations under the Loan Agreement and provides the Lender a security interest in all of Company’s assets other than intellectual property as collateral. The Loan Amendment provides for the Lender’s consent to the Merger and to the creation and funding of a Silicon Valley Bank Paycheck Protection Program escrow account to hold funds in connection with Yumanity’s outstanding Paycheck Protection Program loan amounts for which Yumanity has submitted a forgiveness application. The Loan Amendment also amends the definition of “Change in Control” to include the situations in which the Company no longer controls Yumanity, Inc. The remaining terms and conditions of the Loan Agreement generally continue in the form existing prior to the Loan Amendment. As of March 31, 2021 and December 31, 2020, the interest rate applicable to borrowings under the Term Term 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 . Borrowings under the Term Loan are collateralized by substantially all of the Company’s personal property, other than its intellectual property. There were no financial covenants associated with the Term Loan; however, the Company is subject to certain affirmative and negative covenants restricting the Company’s activities, including limitations on dispositions, mergers or acquisitions; encumbering its intellectual property; incurring indebtedness or liens; paying dividends; making certain investments; and engaging in certain other business transactions. The obligations under the Term Loan are subject to acceleration upon the occurrence of specified events of default, including a material adverse change in the Company’s business, operations or financial or other condition. Upon the occurrence of an event of default and until such event of default is no longer continuing, the annual interest rate will be 5.0% above the otherwise applicable rate. In April 2020, prior to entering into the Merger Agreement with PTI in August 2020, the Company issued a Promissory Note to Silicon Valley Bank, pursuant to which it received loan proceeds of $1.1 million (the “Loan”) provided under the PPP established under the CARES Act and guaranteed by the U.S. Small Business Administration. On April 3, 2021, the Company was notified by Silicon Valley Bank that the Loan forgiveness application was accepted by the Small Business Association as of March 30, 2021 . Accordingly, the Company ha s As of March 31, 2021, future principal payments due are as follows (in thousands): Year Aggregate Minimum 2021 $ 2,268 2022 5,805 2023 6,341 2024 586 2025 — $ 15,000 |
Stock_Equity-Based Compensation
Stock/Equity-Based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock/Equity-Based Compensation | 7. Stock/Equity-Based Compensation Restricted Stock Units (RSUs) On February 1, 2021, the Company’s board approved payment to be made to Company employees stock with a fair value of $2.2 million. The following table summarizes the Company’s RSU activity for the three months ended March 31, 2021: Units Weighted Average Grant Date Fair Value Unvested balance at December 31, 2020 — $ — Issued 122,469 $ 17.89 Vested — $ — Forfeited (6,044 ) $ 17.89 Unvested balance at March 31, 2021 116,425 $ 17.89 Summary of plans Upon completion of the Merger, the Company assumed PTI’s 2016 Stock Option and Incentive Plan (the “2016 Plan”) and PTI’s 2016 Employee Stock Purchase Plan (the “2016 ESPP”). 2016 Stock Option and Incentive Plan On February 3, 2016, PTI’s stockholders approved the 2016 Plan, which became effective on February 9, 2016. The 2016 Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock units, restricted stock awards and other stock-based awards. The number of shares initially reserved for issuance under the 2016 Plan was 79,092 shares. The number of shares of common stock that may be issued under the 2016 Plan will automatically increase each January 1, beginning January 1, 2017, by the lesser of 3% of the shares of the Company’s common stock outstanding on the immediately preceding December 31, or an amount determined by the Company’s board of directors or the compensation committee of the board of directors. The shares of common stock underlying any awards that are forfeited, canceled, repurchased, or are otherwise terminated by the Company under the 2016 Plan and the 2008 Equity Incentive Plan, as amended (the “2008 Plan”) will be added back to the shares of common stock available for issuance under the 2016 Plan. On January 1, 2020, an additional 78,175 shares were reserved for issuance under the 2016 Plan. Options granted under the 2016 Plan with service-based vesting conditions generally vest over four years and expire after ten years. As of March 31, 2021 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 December 31, 2020, the total number of shares reserved under the 2016 ESPP was 34,689 shares. The number of shares reserved for issuance under the 2016 ESPP was increased by 6,937 shares effective as of January 1, 2021 in accordance with the provisions of the 2016 ESPP described above. Yumanity Therapeutics, Inc. Amended and Restated 2018 Stock Option and Grant Plan On December 4, 2018, the Company’s board of directors adopted the 2018 Unit Option and Grant Plan (the “2018 Plan”), which was approved by the Company’s members on December 5, 2018. The 2018 Plan provided for the Company to grant unit options, restricted unit awards and unrestricted unit awards to employees, directors and consultants of the Company. As part of the Yumanity Reorganization and the Merger, the 2018 Plan was amended and restated as the “Yumanity Therapeutics, Inc. Amended and Restated 2018 Stock Option and Grant Plan”. Each stock option outstanding under the 2018 Plan at the Effective Time of the Merger was automatically converted into a stock option exercisable for the same number of shares of Yumanity common stock, and then assumed by the Company, based on the Exchange Ratio and the exercise price per share of such outstanding stock option, as adjusted for the Exchange Ratio. The 2018 Plan is administered by the board of directors or, at the discretion of the board of directors, by a committee of the board of directors. The exercise prices, vesting and other restrictions are determined at the discretion of the board of directors, or its committee if so delegated. Options granted under the 2018 Plan with service-based vesting conditions generally vest over four years and expire after ten years. The total number of common shares that may be issued under the 2018 Plan is 1,527,210 as of March 31, 2021 . As of March 31, 2021, 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. Option valuation The fair value of option grants is estimated using the Black-Scholes option-pricing model. Prior to the Merger, the Company was a private company and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected stock/unit volatility based on the historical volatility of a publicly traded set of peer companies. The expected term of the Company’s options has been determined utilizing a midpoint convention estimate. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. Option activity The following table summarizes the Company’s option activity during three months ended March 31, 2021: Number 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 528,075 $ 17.90 4.72 111 Exercised — — — — Forfeited (36,392 ) $ 14.11 Outstanding as of March 31, 2021 1,436,644 $ 19.79 7.77 7,338 Vested and expected to vest as of March 31, 2021 1,436,644 $ 19.79 7.77 7,338 The aggregate intrinsic value of options is calculated as the difference between the exercise price of the options and the fair value of the Company’s common stock/units for those stock/unit options that had exercise prices lower than the fair value of the Company’s common stock/units. The grant date fair value of options granted during the period was $6.5 million, or $12.39 per share on a weighted-average basis and will be recognized as compensation expense over the requisite service period ranging from one to four years. Stock/equity-based compensation The Company recorded stock/equity-based compensation expense related to common stock/unit options and restricted units in the following expense categories in its condensed consolidated statements of operations (in thousands): Three Months Ended March 31, 2021 2020 Research and development expenses $ 391 $ 226 General and administrative expenses 1,016 344 $ 1,407 $ 570 As of March 31, 2021, total unrecognized compensation cost related to unvested options and restricted common stock was $10.0 million, which is expected to be recognized over a weighted average period of 2.82 years. |
Net Loss per Share
Net Loss per Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 8. Net Loss Per Share Basic and diluted net loss per share was calculated as follows (in thousands, except share and per share amounts): Three Months Ended March 31, 2021 2020 Numerator: Net loss $ (8,682 ) $ (7,465 ) Denominator: Weighted average common shares/units outstanding, basic and diluted 10,193,328 2,150,017 Net loss per share/unit, basic and diluted $ (0.85 ) $ (3.47 ) 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 March 31, 2021 2020 Options to purchase common stock 1,436,644 1,166,894 Warrants to purchase common stock or shares convertible into common stock 99,986 99,986 1,536,630 1,266,880 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Leases | 9. Leases The Company leased office and laboratory facilities in Cambridge, Massachusetts (the “Old Premises”) from an investor in the Company under a noncancelable operating lease that began in April 2015 and expired in March 2020. In February 2020, the Company amended the lease for the Old Premises to extend the lease expiration to April 30, 2020. The amendment was accounted for as a lease reassessment and the right-of-use asset the right-of-use asset 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 a non-exclusive, irrevocable use forty-two unreserved On December 22, 2020, as part of the Merger, the Company acquired a lease for approximately 30,000 square feet of office and laboratory space (the “Merger Premises”) in Boston, Massachusetts. The lease commenced in January 2018 with rent payments commencing in April 2018. The initial term of the lease was ten years with the option to extend for an additional seven years at fair-market rent at the time of the extension. In addition to use of office and laboratory space, the Company is responsible for paying its allocable portion of building and laboratory operating expenses separately from rent, based on actual costs incurred. Remaining fixed lease payments at the time of the Merger were approximately $14.2 million. On December 22, 2020, the Company recorded an operating lease asset and corresponding lease liability of $10.2 million associated with this lease. The operating lease asset was increased by the value attributable to the below-market lease of $3.1 million and an allocated portion of the excess purchase price for the Merger of $1.9 million . On January 7, 2021 the Company entered into a sublease agreement (the “Sublease”) with Moma Therapeutics, Inc. (the “Subtenant”), whereby the Company subleased the entire Merger Premises to the Subtenant. The initial term of the Sublease commences on the date the Company receives consent to the Sublease from the landlord and shall continue until 18 months from the commencement date. The Sublease provides for the first monthly installment of rent to be paid by the Subtenant on the date of the Sublease. The Sublease provides for an initial annual base rent of $1,939,340, which increases annually up to a maximum annual base rent of $1,997,520. The Subtenant also is responsible for paying to the Company operating costs, annual tax costs and all utility costs attributable to the Premises during the term of the Sublease. Expense arising from the Merger Premises of $ 0.5 million for the three months ended March 31, 2021 and lease income from the Sublease of $0.3 million for the three months ended 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): Three Months Ended March 31, 2021 2020 Operating lease cost $ 1,666 $ 282 Short-term lease cost — — Variable lease cost 77 160 Finance lease cost: Amortization of lease assets 67 116 Interest on lease liabilities 3 7 Total finance lease cost $ 70 123 Supplemental disclosure of cash flow information related to leases was as follows (in thousands): Three Months Ended March 31, 2021 2020 Cash paid for amounts included in the measurement of operating lease liabilities (operating cash flows) $ 1,247 $ 291 Cash paid for amounts included in the measurement of finance lease liabilities (operating cash flows) $ 3 $ 7 Cash paid for amounts included in the measurement of finance lease liabilities (financing cash flows) $ 70 $ 88 Operating lease liabilities arising from obtaining right-of-use $ — $ — Finance lease liabilities arising from obtaining right-of-use $ — $ — The weighted-average remaining lease term and discount rate were as follows: As of March 31, 2021 2020 Weighted-average remaining lease term (in years) used for: Operating leases 4.88 0.25 Finance leases 1.25 1.19 Weighted-average discount rate used for: Operating leases 9.02 % 8.11 % Finance leases 6.10 % 6.05 % 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 March 31, 2021, future annual lease payments under the Company’s real estate operating leases and equipment finance leases were as follows (in thousands): Year Operating Leases Finance Leases 2021 $ 4,527 $ 100 2022 6,173 49 2023 2,977 — 2024 1,931 — 2025 1,985 — Thereafter 4,840 — Total future lease payments 22,433 149 Less: Imputed interest (4,538 ) (5 ) Total lease liabilities $ 17,895 $ 144 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- $ 22,431 Finance lease assets Property and equipment, net 132 Total leased assets $ 22,563 Liabilities: Current: Operating lease liabilities Operating lease liabilities $ 4,611 Finance lease liabilities Current portion of finance lease obligation 109 Non-current: Operating lease liabilities Operating lease liabilities, net of current portion 13,283 Finance lease liabilities Finance lease obligation, net of current portion 35 Total lease liabilities $ 18,038 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies License agreement The Company has a tangible property and patent license agreement with Whitehead Institute for Biomedical Research (“Whitehead”) entered into in 2016 and subsequently amended in 2016 and 2018, under which the Company obtained a certain exclusive and non-exclusive, know-how one-time last-to-expire 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 entitles each holder of Company Common Stock as of immediately prior to the effective time of the Merger (the “Effective Time”) to receive certain net proceeds, if any, derived from the grant, sale or transfer of rights of the CF Assets ( the “CF Assets”) to any one of three specified counterparties completed during 9-month 10-year liability has been recorded at March 31, 2021 and December 31, 2020 associated with the CVR’s as each of the three counterparties has expressed it is not interested in a transaction and so any related amounts are not considered probable or estimable . 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. 1:20-cv-08578 Culver v. Proteostasis Therapeutics, Inc., et al 1:20-cv-08595 Donolo v. Proteostasis Therapeutics, Inc. et al 1:20-cv-01400 Straube v. Proteostasis Therapeutics, Inc., et al 1:20-cv-08653 Beck v. Proteostasis Therapeutics, Inc., et al 1:20-cv-08783 Dreyer v. Proteostasis Therapeutics, Inc., et al 1:20-cv-05193 Kopkin v. Proteostasis Therapeutics, Inc. et al No. 1:20-cv-12103 Merritt v. Proteostasis Therapeutics, Inc., et al No. 1:20-cv-10275 Koh v. Proteostasis Therapeutics, Inc., et al No. 1:20-cv-10296 Aniello Donolo 14a-9 Donolo Aniello S-4 8-K On April 1, 2021 the mootness fee was paid by the Company . |
Related Parties
Related Parties | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Parties | 11. Related Parties There were no related party transactions for the three months ended March 31, 2021. The Company leased certain office and laboratory space from an investor in the Company until May 2020. Lease expense and amounts paid to the investor associated with this lease agreement for three months ended March 31, 2020 was $0.3 million and $0.9 million, respectively. There were no amounts payable to the investor as of March 31, 2020. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events On April 13, 2021, the Term Loan was amended to reduce the end-of-term |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The condensed balance sheet as of December 31, 2020 was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). The accompanying condensed financial statements, as of March 31, 2021 and for the three months ended March 31, 2021, are unaudited and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The Company believes that the disclosures are adequate to make the information presented not misleading. These unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies The Company’s significant accounting policies, which are disclosed in the audited financial statements for the year ended December 31, 2020 and the notes thereto, are included in the Company’s Annual Report on Form 10-K |
Use of estimates | Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, revenue recognition, the accrual of research and development expenses, the valuation of common units prior to the Merger and the valuation of stock/unit-based awards. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates as there are changes in circumstances, facts, and experience. Actual results may differ from those estimates or assumptions. |
Fair value measurements | Fair value measurements Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The Company’s cash equivalents and marketable securities are carried at fair value, determined according to the fair value hierarchy described above (see Note 3). The carrying values of the Company’s accounts payable and accrued expenses approximate their fair values due to the short-term nature of these liabilities. The carrying value of the Company’s long-term debt under its loan and security agreement approximates its fair value due to its variable interest rate. |
Recently issued accounting pronouncements | Recently issued accounting pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes—Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes 2019-12”). 2019-12 2019-12 In March 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-04—Facilitation of the Effects of Reference Rate Reform on Financial Reporting (ASC Topic 848). This authoritative guidance provides optional relief for companies preparing for the discontinuation of interest rates such as LIBOR, which is expected to be phased out at the end of calendar 2021, and applies to lease contracts, hedging instruments, held-to-maturity debt securities and debt arrangements that have LIBOR as the benchmark rate. This guidance can be applied for a limited time, as of the beginning of the interim period that includes March 12, 2020 or any date thereafter, through December 31, 2022. The guidance may no longer be applied after December 31, 2022. In January 2021, the FASB issued authoritative guidance that makes amendments to the new rules on accounting for reference rate reform. The amendments clarify that all derivative instruments affected by the changes to interest rates used for discounting, margining or contract price alignment, regardless of whether they reference LIBOR, or another rate expected to be discontinued as a result of reference rate reform, an entity may apply certain practical expedients in ASC Topic 848. The Company anticipates that the adoption of the guidance will not have a material impact on the Company’s condensed consolidated financial statements |
Fair Value Measurements and M_2
Fair Value Measurements and Marketable Securities (Tables) | 3 Months Ended |
Mar. 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 March 31, 2021 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 51,059 $ — $ — $ 51,059 Marketable securities: Commercial paper — 10,771 — 10,771 $ 51,059 $ 10,771 $ — $ 61,830 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): March 31, 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Commercial paper $ 10,771 $ — $ — $ 10,771 $ — $ — December 31, 2020 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Commercial paper $ 4,498 $ — $ — $ 4,498 $ 4,498 $ — $ — $ 4,498 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following (in thousands): March 31, December 31, 2021 2020 Accrued employee compensation and benefits $ 585 $ 4,295 Accrued external research and development expenses $ 1,531 1,780 Accrued professional fees $ 1,001 987 Other $ 432 789 $ 3,549 $ 7,851 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Long-term Debt | Long-term debt consisted of the following (in thousands): March 31, December 31, 2021 2020 Principal amount of long-term debt $ 15,000 $ 16,123 Less: Current portion of long-term debt (3,675 ) (2,891 ) Long-term debt, net of current portion 11,325 13,232 Debt discount, net of accretion (365 ) (348 ) Accrued end-of-term 453 353 Long-term debt, net of discount and current portion $ 11,413 $ 13,237 |
Summary of Future Principal Payments Due | As of March 31, 2021, future principal payments due are as follows (in thousands): Year Aggregate Minimum 2021 $ 2,268 2022 5,805 2023 6,341 2024 586 2025 — $ 15,000 |
Stock_Equity-Based Compensati_2
Stock/Equity-Based Compensation (Tables) | 3 Months Ended |
Mar. 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 three months ended March 31, 2021: Units Weighted Average Grant Date Fair Value Unvested balance at December 31, 2020 — $ — Issued 122,469 $ 17.89 Vested — $ — Forfeited (6,044 ) $ 17.89 Unvested balance at March 31, 2021 116,425 $ 17.89 |
Summary of Stock Option Activity | The following table summarizes the Company’s option activity during three months ended March 31, 2021: Number 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 528,075 $ 17.90 4.72 111 Exercised — — — — Forfeited (36,392 ) $ 14.11 Outstanding as of March 31, 2021 1,436,644 $ 19.79 7.77 7,338 Vested and expected to vest as of March 31, 2021 1,436,644 $ 19.79 7.77 7,338 |
Summary of Stock-based Compensation Expense, Including Shares Issued to Consultants for Services | The Company recorded stock/equity-based compensation expense related to common stock/unit options and restricted units in the following expense categories in its condensed consolidated statements of operations (in thousands): Three Months Ended March 31, 2021 2020 Research and development expenses $ 391 $ 226 General and administrative expenses 1,016 344 $ 1,407 $ 570 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 3 Months Ended |
Mar. 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 March 31, 2021 2020 Numerator: Net loss $ (8,682 ) $ (7,465 ) Denominator: Weighted average common shares/units outstanding, basic and diluted 10,193,328 2,150,017 Net loss per share/unit, basic and diluted $ (0.85 ) $ (3.47 ) |
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 March 31, 2021 2020 Options to purchase common stock 1,436,644 1,166,894 Warrants to purchase common stock or shares convertible into common stock 99,986 99,986 1,536,630 1,266,880 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Lessee Disclosure [Abstract] | |
Elements of Lease Expense | The components of lease cost were as follows (in thousands): Three Months Ended March 31, 2021 2020 Operating lease cost $ 1,666 $ 282 Short-term lease cost — — Variable lease cost 77 160 Finance lease cost: Amortization of lease assets 67 116 Interest on lease liabilities 3 7 Total finance lease cost $ 70 123 |
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): Three Months Ended March 31, 2021 2020 Cash paid for amounts included in the measurement of operating lease liabilities (operating cash flows) $ 1,247 $ 291 Cash paid for amounts included in the measurement of finance lease liabilities (operating cash flows) $ 3 $ 7 Cash paid for amounts included in the measurement of finance lease liabilities (financing cash flows) $ 70 $ 88 Operating lease liabilities arising from obtaining right-of-use $ — $ — Finance lease liabilities arising from obtaining right-of-use $ — $ — |
Schedule of weighted-average remaining lease term and discount rate | The weighted-average remaining lease term and discount rate were as follows: As of March 31, 2021 2020 Weighted-average remaining lease term (in years) used for: Operating leases 4.88 0.25 Finance leases 1.25 1.19 Weighted-average discount rate used for: Operating leases 9.02 % 8.11 % Finance leases 6.10 % 6.05 % |
Summary of future annual operating lease payments | As of March 31, 2021, future annual lease payments under the Company’s real estate operating leases and equipment finance leases were as follows (in thousands): Year Operating Leases Finance Leases 2021 $ 4,527 $ 100 2022 6,173 49 2023 2,977 — 2024 1,931 — 2025 1,985 — Thereafter 4,840 — Total future lease payments 22,433 149 Less: Imputed interest (4,538 ) (5 ) Total lease liabilities $ 17,895 $ 144 |
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- $ 22,431 Finance lease assets Property and equipment, net 132 Total leased assets $ 22,563 Liabilities: Current: Operating lease liabilities Operating lease liabilities $ 4,611 Finance lease liabilities Current portion of finance lease obligation 109 Non-current: Operating lease liabilities Operating lease liabilities, net of current portion 13,283 Finance lease liabilities Finance lease obligation, net of current portion 35 Total lease liabilities $ 18,038 |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation - Additional Information (Detail) $ / shares in Units, $ in Thousands | Dec. 22, 2020$ / sharesshares | Mar. 31, 2021USD ($)$ / shares | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)$ / shares |
Nature of Business [Line Items] | ||||
Merger Agreement Exchange Ratio | 0.2108 | |||
Accumulated deficit | $ | $ (156,492) | $ (147,810) | ||
Net loss | $ | $ (8,682) | $ (7,465) | ||
Common stock price per share | $ / shares | $ 0.001 | $ 0.001 | ||
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 | shares | 6,024,433 | |||
Yumanity Common Stock [Member] | ||||
Nature of Business [Line Items] | ||||
Common stock price per share | $ / shares | $ 0.01 |
Fair Value Measurements and M_3
Fair Value Measurements and Marketable Securities - Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Total assets | $ 61,830 | $ 83,427 |
Commercial Paper [Member] | ||
Assets: | ||
Cash equivalents | 1,800 | |
Marketable securities | 10,771 | 4,498 |
Money Market Funds [Member] | ||
Assets: | ||
Cash equivalents | 51,059 | 77,129 |
Level 1 [Member] | ||
Assets: | ||
Total assets | 51,059 | 77,129 |
Level 1 [Member] | Commercial Paper [Member] | ||
Assets: | ||
Cash equivalents | 0 | |
Marketable securities | 0 | 0 |
Level 1 [Member] | Money Market Funds [Member] | ||
Assets: | ||
Cash equivalents | 51,059 | 77,129 |
Level 2 [Member] | ||
Assets: | ||
Total assets | 10,771 | 6,298 |
Level 2 [Member] | Commercial Paper [Member] | ||
Assets: | ||
Cash equivalents | 1,800 | |
Marketable securities | 10,771 | 4,498 |
Level 2 [Member] | Money Market Funds [Member] | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Level 3 [Member] | ||
Assets: | ||
Total assets | 0 | 0 |
Level 3 [Member] | Commercial Paper [Member] | ||
Assets: | ||
Cash equivalents | 0 | |
Marketable securities | 0 | 0 |
Level 3 [Member] | Money Market Funds [Member] | ||
Assets: | ||
Cash equivalents | $ 0 | $ 0 |
Fair Value Measurements and M_4
Fair Value Measurements and Marketable Securities - Summary of Marketable Securities (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 4,498 | |
Gross Unrealized Gains | $ 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 4,498 | |
Commercial Paper [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 10,771 | 4,498 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | $ 10,771 | $ 4,498 |
Fair Value Measurements and M_5
Fair Value Measurements and Marketable Securities - Additional Information (Detail) | Mar. 31, 2021 |
Fair Value Disclosures [Abstract] | |
Marketable securities maturity year | 1 year |
Collaboration Agreement - Addit
Collaboration Agreement - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |
Jul. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Revenue from collaborative arrangement | $ 3,532 | ||
License And Research Collaboration Agreement | Merck | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Upfront payments received | $ 15,000 | ||
Deferred revenue additions | $ 15,000 | ||
Revenue remaining performance obligation | $ 4,600 | ||
Revenue from collaborative arrangement | $ 3,500 | ||
License And Research Collaboration Agreement | Merck | Class C Preferred Units | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Stock price per share | $ 4.0008 | ||
License And Research Collaboration Agreement | Merck | Research and Development | Maximum [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Collaborative arrangement, milestone payments receivable | $ 280,000 | ||
License And Research Collaboration Agreement | Merck | Sales Based | Maximum [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Collaborative arrangement, milestone payments receivable | $ 250,000 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued employee compensation and benefits | $ 585 | $ 4,295 |
Accrued external research and development expenses | 1,531 | 1,780 |
Accrued professional fees | 1,001 | 987 |
Other | 432 | 789 |
Total accrued expenses | $ 3,549 | $ 7,851 |
Debt - Summary of Long-term Deb
Debt - Summary of Long-term Debt (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Long-term Debt, Unclassified [Abstract] | ||
Principal amount of long-term debt | $ 15,000 | $ 16,123 |
Less: Current portion of long-term debt | (3,675) | (2,891) |
Long-term debt, net of current portion | 11,325 | 13,232 |
Debt discount, net of accretion | (365) | (348) |
Accrued end-of-term payment | 453 | 353 |
Long-term debt, net of discount and current portion | $ 11,413 | $ 13,237 |
Debt - Summary of Future Princi
Debt - Summary of Future Principal Payments Due (Detail) $ in Thousands | Mar. 31, 2021USD ($) |
Long-term Debt, Unclassified [Abstract] | |
2021 | $ 2,268 |
2022 | 5,805 |
2023 | 6,341 |
2024 | 586 |
2025 | 0 |
Total | $ 15,000 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) $ in Thousands | Apr. 03, 2021 | Apr. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||||||
Long-term non current | $ 15,000 | $ 16,123 | ||||
Gain (Loss) on extinguishment of debt | $ 1,134 | |||||
Silicon Valley Bank [Member] | Subsequent Event [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Gain (Loss) on extinguishment of debt | $ 1,100 | |||||
Upon Lender Approval | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument additional loan amount | $ 10,000 | |||||
New Loan | ||||||
Debt Instrument [Line Items] | ||||||
Frequency of periodic payment | monthly | |||||
Repayment terms | Borrowings under the Term Loan are repayable in monthly interest-only payments until August 1, 2021, with the option to extend an additional six months upon the drawdown of Tranche 2. The interest-only period will be followed by monthly payments of equal principal plus interest until the loan maturity date of January 1, 2024. | |||||
Debt maturity date | Jan. 1, 2024 | |||||
Outstanding borrowing bear interest rate | 8.75% | |||||
Debt instrument final fee percentage | 5.25% | |||||
Accrued end-of-term payment | $ 300 | |||||
Debt weighted average interest rate | 3.22% | |||||
New Loan | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument fixed interest rate | 8.75% | |||||
Debt instrument variable spread | 4.00% | |||||
Debt instrument description of variable spread | the prime rate as reported in the Wall Street Journal | |||||
New Loan | Before One Year Anniversary | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument prepayment fee percentage | 3.00% | |||||
New Loan | After One Year But Before Second Anniversary | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument prepayment fee percentage | 2.00% | |||||
New Loan | After Second Year But Before Maturity | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument prepayment fee percentage | 1.00% | |||||
New Loan | Additional Rate in Event Of Default | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument fixed interest rate | 5.00% | |||||
New Loan | Tranche One | ||||||
Debt Instrument [Line Items] | ||||||
Long-term non current | 15,000 | |||||
New Loan | Tranche Two | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument additional loan amount | $ 5,000 | |||||
Paycheck Protection Program Loan | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from Paycheck Protection Program loan | $ 1,100 |
Stock_Equity-Based Compensati_3
Stock/Equity-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Feb. 01, 2021 | Feb. 03, 2016 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Jan. 01, 2021 | Jan. 01, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Weighted average exercise price | $ 12.39 | ||||||
Amount of cost not yet recognized for nonvested award under share-based payment arrangement. | $ 10,000 | ||||||
Stock-based compensation | 1,407 | $ 570 | |||||
Weighted average remaining contractual term | 8 years 3 months 14 days | 7 years 9 months 7 days | |||||
Fair value of option | $ 6,500 | ||||||
Compensation cost not yet recognized, period for recognition | 2 years 9 months 25 days | ||||||
Restricted Incentive Units RSU [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation | $ 300 | ||||||
Fair value of share options granted | $ 2,200 | ||||||
Units granted | 122,419 | ||||||
Minimum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Weighted average remaining contractual term | 1 year | ||||||
Maximum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Weighted average remaining contractual term | 4 years | ||||||
2018 Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares authorized | 1,527,210 | ||||||
Common stock available for future issuance | 435,628 | ||||||
2018 Plan | Service Based [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based payment award, expiration period | 10 years | ||||||
Share-based payment award, vest period | 4 years | ||||||
2016 Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock available for issuance | 79,092 | 626,100 | |||||
Common stock available for future issuance | 112,409 | ||||||
Common stock reserved for issuance, percentage of number of shares of common stock outstanding | 3.00% | ||||||
2016 Plan [Member] | Service Based [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based payment award, expiration period | 10 years | ||||||
Share-based payment award, vest period | 4 years | ||||||
2016 Plan [Member] | Additional [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock available for issuance | 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 | 34,689 | |||||
Common stock reserved for issuance, percentage of number of shares of common stock outstanding | 1.00% | ||||||
2016 ESPP [Member] | Additional [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock available for issuance | 6,937 |
Stock_Equity-Based Compensati_4
Stock/Equity-Based Compensation - Summary of Restricted Stock Unit Activity and Related Information (Detail) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Number of Shares | |
Unvested balance at December 31, 2020 | shares | 0 |
Issued | shares | 122,469 |
Vested | shares | 0 |
Forfeited | shares | (6,044) |
Unvested balance at March 31, 2021 | shares | 116,425 |
Weighted Average Grant Date Fair Value | |
Unvested balance at December 31, 2020 | $ / shares | $ 0 |
Issued | $ / shares | 17.89 |
Vested | $ / shares | 0 |
Forfeited | $ / shares | 17.89 |
Unvested balance at March 31, 2021 | $ / shares | $ 17.89 |
Stock_Equity-Based Compensati_5
Stock/Equity-Based Compensation - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Number of Shares/Units | |||
Outstanding at December 31, 2020 | 944,961 | ||
Granted | 528,075 | ||
Exercised | 0 | ||
Forfeited | (36,392) | ||
Outstanding as of March 31, 2021 | 1,436,644 | 944,961 | |
Vested and expected to vest at March 31, 2021 | 1,436,644 | ||
Weighted Average Exercise Price | |||
Outstanding as of December 31, 2020 | $ 20.70 | ||
Granted | 17.90 | ||
Exercised | 0 | ||
Forfeited | 14.11 | ||
Outstanding as of March 31, 2021 | 19.79 | $ 20.70 | |
Vested and expected to vest at December 31, 2021 | $ 19.79 | ||
Weighted Average Remaining Contractual Term, Outstanding | 8 years 3 months 14 days | 7 years 9 months 7 days | |
Weighted Average Remaining Contractual Term,Granted | 4 years 8 months 19 days | ||
Weighted Average Remaining Contractual Term, Vested and expected to vest at December 31, 2020 | 7 years 9 months 7 days | ||
Aggregate Intrinsic Value, Outstanding as of December 31,2020 | $ 6,522 | ||
Aggregate Intrinsic Value,Granted | 111 | ||
Aggregate Intrinsic Value,Exercised | 0 | ||
Aggregate Intrinsic Value, Outstanding as of March 31,2021 | 7,338 | $ 6,522 | |
Aggregate Intrinsic Value, Vested and expected to vest at December 31, 2021 | $ 7,338 |
Stock_Equity-Based Compensati_6
Stock/Equity-Based Compensation - Summary of Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total Stock-based compensation expense | $ 1,407 | $ 570 |
Research and Development [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total Stock-based compensation expense | 391 | 226 |
General and Administrative [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total Stock-based compensation expense | $ 1,016 | $ 344 |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of Basic and Diluted Net Loss per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Numerator: | ||
Net loss | $ (8,682) | $ (7,465) |
Denominator: | ||
Weighted average common shares/units outstanding, basic and diluted | 10,193,328 | 2,150,017 |
Net loss per share/unit, basic and diluted | $ (0.85) | $ (3.47) |
Net Loss per Share - Schedule_2
Net Loss per Share - Schedule of Antidilutive Securities Excluded from Computation of Diluted Weighted-average Shares Outstanding (Detail) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities outstanding | 1,536,630 | 1,266,880 |
Options to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities outstanding | 1,436,644 | 1,166,894 |
Warrants to purchase common stock or shares convertible into common stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities outstanding | 99,986 | 99,986 |
Leases - Additional Information
Leases - Additional Information (Detail) | Jan. 07, 2021 | Dec. 22, 2020USD ($)ft² | May 23, 2020USD ($) | May 01, 2020USD ($) | Feb. 29, 2020USD ($) | May 31, 2020 | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Jan. 19, 2018 |
Operating Lease, Right-of-Use Asset | |||||||||
Increase in operating lease right-of-use assets | $ 22,431,000 | $ 23,678,000 | |||||||
Operating lease assets | 22,431,000 | $ 23,678,000 | |||||||
Moma Therapeutics Inc [Member] | |||||||||
Operating Lease, Right-of-Use Asset | |||||||||
Lessee, operating sub lease, term of contract | 18 months | ||||||||
Operating sub lease, cost | 500,000 | ||||||||
Sublease Income | 300,000 | ||||||||
Old Premises Cambridge [Member] | |||||||||
Operating Lease, Right-of-Use Asset | |||||||||
Increase in operating lease right-of-use assets | $ 100,000 | ||||||||
Increase (decrease) in operating lease liability | (100,000) | ||||||||
Lease expiration date | May 23, 2020 | ||||||||
Operating lease assets | $ 100,000 | ||||||||
New Premises Boston [Member] | |||||||||
Operating Lease, Right-of-Use Asset | |||||||||
Increase in operating lease right-of-use assets | $ 10,600,000 | ||||||||
Increase (decrease) in operating lease liability | 10,200,000 | ||||||||
Percentage of escalation of License fee | 3.00% | ||||||||
Total Amount of License fee | $ 12,000,000 | ||||||||
License term | 3 years | ||||||||
Operating lease assets | $ 10,600,000 | ||||||||
Merger Laboratory Boston [Member] | |||||||||
Operating Lease, Right-of-Use Asset | |||||||||
Operating lease, initial term | 10 years | ||||||||
Operating lease, option to extend additional term | 7 years | ||||||||
Increase in operating lease right-of-use assets | $ 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 | |||||||||
Increase in operating lease right-of-use assets | 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 | |||||||||
Increase in operating lease right-of-use assets | 3,100,000 | ||||||||
Operating lease assets | $ 3,100,000 | ||||||||
Maximum [Member] | Moma Therapeutics Inc [Member] | |||||||||
Operating Lease, Right-of-Use Asset | |||||||||
Operating leases, rent expense, sublease rentals | 1,997,520 | ||||||||
Maximum [Member] | Old Premises Cambridge [Member] | |||||||||
Operating Lease, Right-of-Use Asset | |||||||||
Operating leases, rent expense | $ 100,000 | ||||||||
Minimum [Member] | Moma Therapeutics Inc [Member] | |||||||||
Operating Lease, Right-of-Use Asset | |||||||||
Operating leases, rent expense, sublease rentals | $ 1,939,340 |
Leases - Summary of lease cost
Leases - Summary of lease cost (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Lease cost | ||
Operating lease cost | $ 1,666 | $ 282 |
Short-term Lease Cost | ||
Variable lease cost | 77 | 160 |
Finance lease cost, amortization of lease assets | 67 | 116 |
Finance lease cost, interest on lease liabilities | 3 | 7 |
Total finance lease cost | $ 70 | $ 123 |
Leases - Summary of supplementa
Leases - Summary of supplemental disclosure of cash flow information related to leases (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 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) | $ 1,247 | $ 291 |
Cash paid for amounts included in the measurement of finance lease liabilities (operating cash flows) | 3 | 7 |
Cash paid for amounts included in the measurement of finance lease liabilities (financing cash flows) | 70 | 88 |
Operating lease liabilities arising from obtaining right-of-use assets | 0 | 0 |
Finance lease liabilities arising from obtaining right-of-use assets | $ 0 | $ 0 |
Leases - Schedule of weighted-a
Leases - Schedule of weighted-average remaining lease term and discount rate (Detail) | Mar. 31, 2021 | Mar. 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 years 10 months 17 days | 3 months |
Weighted-average remaining lease term (in years) used for Finance leases | 1 year 3 months | 1 year 2 months 8 days |
Weighted-average discount rate for Operating leases | 9.02% | 8.11% |
Weighted-average discount rate used for Finance leases | 6.10% | 6.05% |
Leases - Summary of future annu
Leases - Summary of future annual Operating lease payments (Detail) $ in Thousands | Mar. 31, 2021USD ($) |
Operating Leases | |
2021 | $ 4,527 |
2022 | 6,173 |
2023 | 2,977 |
2024 | 1,931 |
2025 | 1,985 |
Thereafter | 4,840 |
Total future lease payments | 22,433 |
Less: Imputed interest | (4,538) |
Total lease liabilities | 17,895 |
Finance Leases | |
2021 | 100 |
2022 | 49 |
2023 | 0 |
2024 | 0 |
2025 | 0 |
Thereafter | 0 |
Total future lease payments | 149 |
Less: Imputed interest | (5) |
Total lease liabilities | $ 144 |
Leases - Summary of table pres
Leases - Summary of table presents lease assets and liabilities and their classification on the condensed consolidated balance sheet (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Operating lease assets | $ 22,431 | $ 23,678 |
Finance lease assets | 132 | |
Total leased assets | 22,563 | |
Current: | ||
Operating lease liabilities | 4,611 | 4,468 |
Finance lease liabilities | 109 | 166 |
Non-current: | ||
Operating lease liabilities | 13,283 | 14,479 |
Finance lease liabilities | 35 | $ 48 |
Total lease liabilities | $ 18,038 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Long-term Purchase Commitment [Line Items] | ||
Period of agreement | 9 months | |
Contingent Value Rights Agreement [Member] | Shareholder Representative Series LLC [Member] | ||
Long-term Purchase Commitment [Line Items] | ||
Business combination contingent consideration agreement | $ 0 | $ 0 |
Whitehead Institute for Biomedical Research [Member] | ||
Long-term Purchase Commitment [Line Items] | ||
Common unit issued | 300,000 | |
Common unit value | $ 800,000 | |
Whitehead Institute for Biomedical Research [Member] | Maximum [Member] | ||
Long-term Purchase Commitment [Line Items] | ||
Payment of license fees | 100,000 | |
Annual cost maintenance | 100,000 | |
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 | $ 1,900,000 |
Related Parties - Additional In
Related Parties - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Related Party Transaction [Line Items] | ||
Related party transaction, amounts of transaction | $ 0 | |
Investor [Member] | ||
Related Party Transaction [Line Items] | ||
Operating lease expense | $ 0.3 | |
Amounts paid under lease agreement | 0.9 | |
Due to related parties current | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Subsequent Event [Member] - Tranche Two [Member] $ in Millions | Apr. 13, 2021USD ($) |
Minimum [Member] | |
Subsequent Event [Line Items] | |
Debt issuance costs, net | $ 0.3 |
Maximum [Member] | |
Subsequent Event [Line Items] | |
Debt issuance costs, net | $ 0.1 |