Cover Page
Cover Page - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 25, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Registrant Name | Acumen Pharmaceuticals, Inc. | ||
Entity Central Index Key | 0001576885 | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-40551 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 36-4108129 | ||
Entity Address, Address Line One | 427 Park St. | ||
Entity Address, City or Town | Charlottesville | ||
Entity Address, State or Province | VA | ||
Entity Address, Postal Zip Code | 22902 | ||
City Area Code | 434 | ||
Local Phone Number | 297-1000 | ||
Title of 12(b) Security | Common stock, par value $0.0001 per share | ||
Trading Symbol | ABOS | ||
Security Exchange Name | NASDAQ | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 40,473,270 | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Firm ID | 42 | ||
Auditor Location | Tysons, Virginia | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
ICFR Auditor Attestation Flag | false | ||
Entity Public Float | $ 0 |
Balance Sheets
Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 122,162 | $ 43,777 |
Marketable securities, short-term | 72,075 | |
Grant receivable | 109 | |
Prepaid expenses and other current assets | 4,424 | 543 |
Total current assets | 198,661 | 44,429 |
Marketable securities, long-term | 31,619 | |
Property and equipment, net | 36 | |
Other assets | 14 | |
Total assets | 230,330 | 44,429 |
Current liabilities | ||
Accounts payable | 1,088 | 531 |
Accrued expenses and other current liabilities | 4,059 | 423 |
Preferred stock tranche rights liability | 5,033 | |
Preferred stock warrant liability | 380 | |
Total liabilities | 5,147 | 6,367 |
Convertible Preferred Stock, Issued | 56,653 | |
Stockholders' equity (deficit) | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized and no shares issued and outstanding as of December 31, 2021; no shares authorized, issued and outstanding as of December 31, 2020 | ||
Common stock, $0.0001 par value; 300,000,000 shares authorized and 40,473,270 shares issued and outstanding as of December 31, 2021; 50,500,000 shares authorized and 419,124 shares issued and outstanding as of December 31, 2020 | 4 | |
Additional paid-in capital | 352,981 | 8,374 |
Accumulated deficit | (127,571) | (26,965) |
Accumulated other comprehensive loss | (231) | |
Total stockholders' equity (deficit) | 225,183 | (18,591) |
Total liabilities, convertible preferred stock and stockholders' equity (deficit) | $ 230,330 | 44,429 |
Series A Convertible Preferred Stock [Member] | ||
Current liabilities | ||
Convertible Preferred Stock, Issued | 1,067 | |
Series A-1 Convertible Preferred Stock [Member] | ||
Current liabilities | ||
Convertible Preferred Stock, Issued | 16,333 | |
Series B Convertible Preferred Stock [Member] | ||
Current liabilities | ||
Convertible Preferred Stock, Issued | $ 39,253 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Convertible Preferred Stock Shares Authorized | 42,066,830 | |
Convertible Preferred Stock Shares Issued | 19,877,219 | |
Convertible Preferred Stock Shares Outstanding | 19,877,219 | |
Convertible Preferred Stock, Liquidation Preference | $ 62,984 | |
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 0 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock Par Value | $ 0.0001 | $ 0.0001 |
Common Shares Authorized | 300,000,000 | 50,500,000 |
Common Shares Issued | 40,473,270 | 419,124 |
Common Shares Outstanding | 40,473,270 | 419,124 |
Series A Convertible Preferred Stock [Member] | ||
Convertible Preferred Stock Par Value | $ 0.0001 | $ 0.0001 |
Convertible Preferred Stock Shares Authorized | 0 | 711,203 |
Convertible Preferred Stock Shares Issued | 0 | 477,297 |
Convertible Preferred Stock Shares Outstanding | 0 | 477,297 |
Convertible Preferred Stock, Liquidation Preference | $ 1,067 | |
Series A-1 Convertible Preferred Stock [Member] | ||
Convertible Preferred Stock Par Value | $ 0.0001 | $ 0.0001 |
Convertible Preferred Stock Shares Authorized | 0 | 11,898,177 |
Convertible Preferred Stock Shares Issued | 0 | 7,537,879 |
Convertible Preferred Stock Shares Outstanding | 0 | 7,537,879 |
Convertible Preferred Stock, Liquidation Preference | $ 16,847 | |
Series B Convertible Preferred Stock [Member] | ||
Convertible Preferred Stock Par Value | $ 0.0001 | $ 0.0001 |
Convertible Preferred Stock Shares Authorized | 0 | 29,457,450 |
Convertible Preferred Stock Shares Issued | 0 | 11,862,043 |
Convertible Preferred Stock Shares Outstanding | 0 | 11,862,043 |
Convertible Preferred Stock, Liquidation Preference | $ 45,070 |
Statements of Operations and Co
Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Grant and other revenue | $ 1,436 | |
Operating expenses | ||
Research and development | $ 12,305 | 7,997 |
General and administrative | 7,279 | 1,351 |
Total operating expenses | 19,584 | 9,348 |
Loss from operations | (19,584) | (7,912) |
Other income (expense) | ||
Change in fair value of preferred stock tranche rights liability and preferred stock warrant liability | (81,157) | 586 |
Interest income, net | 84 | 1 |
Other income, net | 51 | |
Total other income (expense) | (81,022) | 587 |
Net loss | (100,606) | (7,325) |
Other comprehensive loss | ||
Unrealized loss on marketable securities | (231) | |
Comprehensive loss | $ (100,837) | $ (7,325) |
Net loss per common share, basic and diluted | $ (5.02) | $ (17.48) |
Weighted-average shares outstanding, basic and diluted | 20,057,534 | 419,124 |
Statements of Changes in Conver
Statements of Changes in Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Series A Convertible Preferred Stock [Member] | Series A-1 Convertible Preferred Stock [Member] | Series B Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss |
Opening balance at Dec. 31, 2019 | $ 1,067 | $ 16,333 | $ 0 | |||||
Opening balance at Dec. 31, 2019 | $ (11,420) | $ 0 | $ 8,220 | $ (19,640) | $ 0 | |||
Opening balance (Shares) at Dec. 31, 2019 | 477,297 | 7,537,879 | 0 | 419,124 | ||||
Issuance of milestone shares for cash, net of issuance costs | $ 39,253 | |||||||
Issuance of milestone shares for cash, net of issuance costs (Shares) | 11,862,043 | |||||||
Reclassification of warrant liability upon exercise of preferred stock warrant | 0 | |||||||
Share-based compensation | 154 | 154 | 0 | |||||
Net loss | (7,325) | (7,325) | 0 | |||||
Closing balance at Dec. 31, 2020 | $ 1,067 | $ 16,333 | $ 39,253 | |||||
Closing balance at Dec. 31, 2020 | (18,591) | $ 0 | 8,374 | (26,965) | 0 | |||
Closing balance (Shares) at Dec. 31, 2020 | 477,297 | 7,537,879 | 11,862,043 | 419,124 | ||||
Issuance of milestone shares for cash, net of issuance costs | $ 30,031 | |||||||
Issuance of milestone shares for cash, net of issuance costs (Shares) | 7,908,027 | |||||||
Exercise of preferred stock warrant | $ 1,250 | |||||||
Exercise of preferred stock warrant (shares) | 447,426 | |||||||
Reclassification of preferred stock tranche rights liability upon issuance of milestone shares | $ 81,190 | |||||||
Reclassification of warrant liability upon exercise of preferred stock warrant | 5,380 | $ 5,380 | ||||||
Exercise of common stock warrants | 614 | 614 | ||||||
Exercise of common stock warrants (Shares) | 137,446 | |||||||
Conversion of convertible preferred stock into common stock upon initial public offering | 174,504 | $ (1,067) | $ (22,963) | $ (150,474) | $ 3 | 174,501 | ||
Conversion of convertible preferred stock into common stock upon initial public offering, Shares | (477,297) | (7,985,305) | (19,770,070) | 28,232,672 | ||||
Issuance of common stock for cash, net of issuance costs of $15,445 | 168,556 | $ 1 | 168,555 | |||||
Issuance of common stock for cash, net of issuance costs of $15,445, Shares | 11,499,998 | |||||||
Cashless exercise of common stock warrants | 178,847 | |||||||
Stock options exercised | $ 15 | 15 | ||||||
Stock options exercised, Shares | 5,183 | 5,183 | ||||||
Unrealized loss on marketable securities | $ (231) | (231) | ||||||
Share-based compensation | 922 | 922 | ||||||
Net loss | (100,606) | (100,606) | ||||||
Closing balance at Dec. 31, 2021 | $ 0 | $ 0 | $ 0 | |||||
Closing balance at Dec. 31, 2021 | $ 225,183 | $ 4 | $ 352,981 | $ (127,571) | $ (231) | |||
Closing balance (Shares) at Dec. 31, 2021 | 0 | 0 | 0 | 40,473,270 |
Statements of Changes in Conv_2
Statements of Changes in Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Common Stock [Member] | ||
Stock issuance Costs | $ 15,445 | |
Series B Convertible Preferred Stock [Member] | ||
Stock issuance Costs | $ 16 | |
Temporary Equity Stock Issuance Costs | $ 395 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (100,606) | $ (7,325) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 4 | |
Change in fair value of preferred stock tranche rights liability and preferred stock warrant liability | 81,157 | (586) |
Stock-based compensation expense | 922 | 154 |
Amortization of premiums and accretion of discounts on marketable securities, net | 155 | |
Other non-cash expense | 109 | |
Changes in operating assets and liabilities: | ||
Grant receivable | (79) | |
Prepaid expenses and other current assets | (3,881) | 53 |
Other assets | (14) | 144 |
Accounts payable | 557 | 308 |
Accrued expenses and other current liabilities | 3,636 | (119) |
Net cash used in operating activities | (17,961) | (7,450) |
Cash flows from investing activities | ||
Purchases of available-for-sale marketable securities | (104,080) | |
Purchases of property and equipment | (40) | |
Net cash used in investing activities | (104,120) | |
Cash flows from financing activities | ||
Proceeds from issuance of Series B milestone shares, net of issuance costs | 30,031 | |
Proceeds from issuance of convertible preferred stock, net of issuance costs | 44,675 | |
Proceeds from issuance of common stock upon initial public offering, net of issuance costs | 168,556 | |
Proceeds from stock option exercises | 15 | |
Net cash provided by financing activities | 200,466 | 44,675 |
Net change in cash and cash equivalents | 78,385 | 37,225 |
Cash and cash equivalents at the beginning of the period | 43,777 | 6,552 |
Cash and cash equivalents at the end of the period | 122,162 | 43,777 |
Supplemental disclosure of cash flow information | ||
Cash paid for income taxes | 0 | 0 |
Cash paid for interest | 0 | 0 |
Supplemental disclosure of noncash financing activities | ||
Reclassification of preferred stock tranche rights liability upon share issuance | 81,190 | 0 |
Reclassification Of Warrant Liability Upon Exercise Of Preferred Stock Warrant | 5,380 | 0 |
Conversion of convertible preferred stock into common stock upon IPO | 174,504 | $ 0 |
Series A -1 Convertible Preferred Stock Warrant Liability [Member] | ||
Cash flows from financing activities | ||
Proceeds from exercise of warrants | 1,250 | |
Common Stock Warrants [Member] | ||
Cash flows from financing activities | ||
Proceeds from exercise of warrants | $ 614 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Acumen Pharmaceuticals, Inc. (“Acumen” or the “Company”) was incorporated in 1996 in the state of Delaware. Acumen discovers and develops targeted therapies for the treatment of Alzheimer’s disease (“AD”). Acumen’s sole drug candidate, ACU193, is a humanized monoclonal antibody which selectively targets amyloid-beta oligomers (“AßOs”). Acumen and Merck & Co., Inc. discovered and developed ACU193 through an eight-year research collaboration. Acumen currently holds exclusive rights to the program. The Company submitted an Investigational New Drug Application for ACU193 to the Food and Drug Administration in the fourth quarter of 2020. The Company initiated a Phase 1 clinical trial of ACU193 in the second quarter of 2021, which the Company named “INTERCEPT-AD.” first-in-human INTERCEPT-AD and INTERCEPT-AD The Company is subject to the uncertainty of whether the Company’s intellectual property will develop into successful commercial products. November 2020 Reverse Stock Split On November 20, 2020, the Company effected a 1-for-30 June 2021 Reverse Stock Split The Company’s Board of Directors (“Board”) approved a reverse split of shares of the Company’s common stock and convertible preferred stock on a 1-for-1.49 Initial Public Offering On July 6, 2021, the Company issued 9,999,999 shares of common stock in an initial public offering (“IPO”), and on July 8, 2021, the Company issued an additional 1,499,999 shares of common stock that were purchased by the underwriters pursuant to the underwriters’ option to purchase additional shares at the public offering price less underwriting discounts and commissions. The price to the public for each share was $16.00. The aggregate net proceeds from the Company’s IPO, after underwriting discounts and commissions and other offering expenses of $15.4 million, were $168.6 million. On July 6, 2021, in connection with the closing of the IPO, 477,297 shares of Series A, 7,985,305 shares of Series A-1, As a result of the IPO, the underwriters’ exercise of their option, the conversions of the Series A, A-1 Liquidity and Capital Resources The Company has incurred operating losses since inception and expects to continue to incur significant operating losses for the foreseeable future and may never become profitable. As of December 31, 2021 and 2020, the Company had an accumulated deficit of $127.6 million and $27.0 million, respectively, and working capital of $193.5 million and $38.1 million, respectively. Prior to the IPO, the Company historically relied on raising capital from venture capital firms and private investors and funding from a government grant to finance its operations. On June 9, 2021, the Board and the holders of more than 67% of the then outstanding shares of Series B convertible preferred stock held by the Series B purchasers (the “Requisite Investors”) elected to waive the achievement of the milestone subject to the terms and conditions of the Series B Preferred Stock Purchase Agreement (the “Series B Agreement”) and consummate the subsequent closing (the “Milestone Closing”) (see Note 5). On June 17, 2021, the Milestone Closing for the Series B convertible preferred stock occurred, resulting in the sale of 7,908,027 shares of Series B convertible preferred stock at $3.80 per share for gross proceeds of $30.0 million. As a result of the Milestone Closing and the closing of the Company’s IPO on July 6, 2021, management believes that its existing cash and cash equivalents and marketable securities will be sufficient to enable the Company to fund its operating expenses and capital expenditure requirements at least through 202 5 In October 2021, the Company announced the initial dosing of the first patient in the INTERCEPT-AD COVID-19 COVID-19 |
Basis of Presentation, Summary
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements | NOTE 2. BASIS OF PRESENTATIO N, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS Basis of Presentation The accompanying financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the Company’s financial position, and the results of its operations and its cash flows. Emerging Growth Company From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”), or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial statements upon adoption. Under the Jumpstart Our Business Startups Act of 2012, as amended, the Company meets the definition of an emerging growth company and has elected the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of expenses during the reporting periods. These estimates and assumptions are based on our historical experience, and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. The Company’s cash equivalents consist of funds held in several money market accounts. The Company had $121.2 million and $36.8 million in cash equivalents as of December 31, 2021 and 2020, respectively. Marketable Securities The Company’s marketable securities portfolio consists primarily of investments in money market funds, commercial paper, asset-backed securities, U.S. treasury securities and short-term highly liquid, high credit quality corporate debt securities. The Company considers its marketable securities to be available-for-sale. Available-for-sale Securities that are classified as available-for-sale Fair Value of Financial Instruments ” below. Any premium arising at purchase is amortized to the earliest call date and any discount arising at purchase is accreted to maturity. Amortization and accretion of premiums and discounts are recorded along with interest income on investments in interest income, net in the statements of operations and comprehensive loss. Unrealized gains and losses are excluded from earnings and are reported as a component of other comprehensive income. The Company periodically evaluates whether declines in fair values of its available-for-sale securities below their book value are other-than-temporary. This evaluation consists of several qualitative and quantitative factors regarding the severity and duration of the unrealized loss, as well as the Company’s ability and intent to hold the available-for-sale security until a forecasted recovery occurs. The Company does not generally intend to sell its available-for-sale securities; however, the Company assesses whether it is more likely than not that it will be required to sell any security before recovery of its amortized cost basis. Realized gains and losses and declines in fair value judged to be other-than-temporary on available-for-sale securities will be included in other expense, net. The cost of investments sold will be calculated using the specific-identification method. The Company did no t record any other-than-temporary impairments related to available-for-sale securities for the year ended December 31, 2021. The Company did not own any marketable securities during the year ended December 31, 2020. Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash, cash equivalents and marketable securities. The Company may maintain deposits in financial institutions in excess of government insured limits. Management believes that the Company is not exposed to significant credit risk as the Company’s cash and cash equivalents are held at financial institutions that management believes to be of high credit quality. The Company has not experienced any losses due to credit risk on such accounts during any of the periods presented. Fair Value of Financial Instruments The Company’s financial assets and liabilities are accounted for in accordance with Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy requires an entity to maximize the use of observable inputs when measuring fair value and classifies those inputs into three levels: Level 1 — Observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs other than Level 1 inputs that are either directly or indirectly observable, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the instrument’s anticipated life. Level 3 — Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair values requires more judgement. Accordingly, the degree of judgement exercised by management in determining fair value is greatest for instruments categorized as Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The carrying values reported in the Company’s balance sheets for cash (excluding cash equivalents which are recorded at fair value on a recurring basis), accounts payable and accrued expenses are reasonable estimates of their fair values due to the short-term nature of these items. The following tables present the Company’s fair value hierarchy for its money market securities, available-for-sale Fair value measurements at reporting date using Quoted Prices in Significant Other Significant Fair Value at Assets included in: Cash and cash equivalents Money market securities $ 121,162 $ — $ — $ 121,162 Marketable securities Commercial paper — 47,939 — 47,939 Corporate debt securities — 24,694 — 24,694 Asset-backed securities — 19,143 — 19,143 U.S. treasury securities — 11,918 — 11,918 Total fair value $ 121,162 $ 103,694 $ — $ 224,856 Fair value measurements at reporting date using Quoted Prices in Significant Other Significant Fair Value at Assets included in: Cash and cash equivalents Money market securities $ 36,758 $ — $ — $ 36,758 Total fair value $ 36,758 $ — $ — $ 36,758 Liabilities included in: Preferred stock tranche rights liability $ — $ — $ 5,033 $ 5,033 Preferred stock warrant liability — — 380 380 Total fair value $ — $ — $ 5,413 $ 5,413 The fair value of the Company’s money market funds is determined using quoted market prices in active markets for identical assets. The fair value for the available-for-sale Refer to Note 5 for further information about the Level 3 rollforward of activity and Level 3 inputs. Grant Receivable Grant receivable consists of research expenses reimbursable under a grant from the National Institute of Health (“NIH”). The Company carried its grant receivable at the unreimbursed amount. Management determined that the remainder of the unreimbursed amount under the grant receivable could no longer be collected from the NIH and the Company recorded a loss of $0.1 million in general and administrative expense on the statement of operations and comprehensive loss during the year ended December 31, 2021. Management determined that no allowance was necessary for this receivable as of December 31, 2020. Property and Equipment Property and equipment consists primarily of computer equipment and is stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets, which is generally three years for computer-related assets. Convertible Preferred Stock The Company recorded shares of convertible preferred stock at their respective fair values on the dates of issuance, net of issuance costs. The Company applied the guidance in ASC 480-10-S99-3A, SEC Staff Announcement: Classification and Measurement of Redeemable Securitie A-1 not solely within the Company’s control, such as a merger, acquisition and sale of all or substantially all of the Company’s assets, the convertible preferred stock would have become redeemable at the option of the holders. In the event of a change of control of the Company, proceeds received from the sale of such shares would have been distributed in accordance with the corresponding liquidation preferences. The Company did not adjust the carrying values of the convertible preferred stock to the deemed liquidation values of such shares since a liquidation event was not probable at any of the reporting dates. As mentioned above in Note 1, in connection with the closing of the IPO, all of the outstanding shares of Series A, Series A-1 Preferred Stock Tranche Rights Liability The Company determined that its obligation to issue, and the Company’s investors’ right to purchase, additional shares of Series B convertible preferred stock pursuant to the Milestone Closing (see Note 1 and Note 5) represented a freestanding financial instrument (the “tranche liability”). The tranche liability was initially recorded at fair value. The proceeds from the sale of the convertible preferred stock were first allocated to the fair value of the tranche liability with the remaining proceeds from the sale of the convertible preferred stock allocated to the Series B convertible preferred stock. The tranche liability was remeasured at each reporting period and upon the exercise of the obligation, with gains and losses arising from subsequent changes in its fair value recognized in other income and expense in the statements of operations and comprehensive loss. As discussed above in Note 1, the Milestone Closing occurred on June 17, 2021, and as a result, the remaining value of the tranche liability was reclassified to convertible preferred stock on the balance sheet. Preferred Stock Warrant Liability The Company accounted for the warrant to purchase Series A-1 Common Stock Warrants The Company assesses whether warrants issued require accounting as derivatives. The Company determined that its common stock warrants were (1) indexed to the Company’s own stock and (2) classified in stockholders’ equity in accordance with FASB ASC Topic 815, Derivatives and Hedging Grant and Other Revenue Recognition The Company’s NIH grant is not within the scope of ASC 606, Revenue from Contracts with Customers , the grant meets the definition of a contribution and is a non-reciprocal 958-605, Not-for-Profit-Entities-Revenue In the absence of applicable guidance under U.S. GAAP, the Company’s policy is to recognize grant revenue when the related costs are incurred and the right to payment is realized. Costs incurred are recorded in research and development and general and administrative expenses on the statements of operations and comprehensive loss. The Company believes the recognition of revenue as costs are incurred and amounts become realizable is analogous to the concept of transfer of control of a service over time under ASC 606. Research and Development Expenses Research and development expenses primarily consist of consultants and materials, biologic storage, salaries and other personnel-related expenses related to research and development activities and are expensed as incurred. Payments for these activities are based on the terms of the individual agreements, which may differ from the pattern of costs incurred, and are reflected on the balance sheets as prepaid or accrued expenses. The Company records accruals for estimated ongoing research costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the studies, including the phase or completion of events, invoices received and contracted costs. Stock-based Compensation The Company expenses stock-based compensation to employees, non-employees non-employee’s Income Taxes Income taxes are recorded in accordance with ASC 740, Income Taxes to the deferred income tax asset valuation allowance would increase income in the period such determination was made. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company has not recorded any accruals related to uncertain tax positions as of December 31, 2021 and 2020. The Company’s policy is to record interest and penalties, if any, as part of income tax benefit. No interest or penalties were recorded during the years ended December 31, 2021 and 2020. Net Loss Per Share of Common Stock Basic net loss per share of common stock is calculated using the two-class if-converted Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one segment. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) right-of-use In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments at fair value through net income, including available-for-sale securities. The amendments require an entity to replace the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects current expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The updated guidance is effective for the Company on January 1, 2023, with early adoption permitted. The Company is currently evaluating the impact of this new guidance on its financial statements and related disclosures. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in ASC 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for the Company for annual reporting periods beginning January 1, 2022, and interim periods within fiscal years beginning on January 1, 2023, with early adoption permitted. The Company is currently evaluating the impact of this standard on its financial statements. |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2021 | |
Marketable Securities [Abstract] | |
Marketable Securities | NOTE 3. MARKETABLE SECURITIES Marketable securities consisted of the following as of December 31, 2021 (in thousands): Amortized Gross Gross Fair Value Available-for-sale Commercial paper $ 47,939 $ — $ — $ 47,939 Corporate debt securities 7,992 — (11 ) 7,981 Asset-backed securities 16,177 — (22 ) 16,155 Total available-for-sale 72,108 — (33 ) 72,075 Available-for-sale Corporate debt securities 16,816 — (103 ) 16,713 Asset-backed securities 3,013 — (25 ) 2,988 U.S. treasury securities 11,988 — (70 ) 11,918 Total available-for-sale 31,817 — (198 ) 31,619 Total available-for-sale $ 103,925 $ — $ (231 ) $ 103,694 As of December 31, 2021, the Company’s available-for-sale available-for-sale Fourteen available-for-sale were December 31, 2021, all of which were in available-for-sale There were no realized gains or losses for the year ended December 31, 2021. |
Supplemental Financial Informat
Supplemental Financial Information | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Financial Information [Abstract] | |
Supplemental Financial Information | NOTE 4. SUPPLEMENTAL FINANCIAL INFORMATION Prepaid expenses and other current assets consisted of the following (in thousands): December 31, 2021 2020 Research and development service agreements $ 2,591 $ 432 Prepaid insurance 1,514 5 Dues and subscriptions 96 — Prepaid raw materials 83 91 Other 140 15 Total prepaid expenses and other current assets $ 4,424 $ 543 Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2021 2020 Research and development $ 2,623 $ 133 Bonuses and other employee liabilities 1,102 — Legal 130 — Professional fees — 200 Other 204 90 Total accrued expenses and other current liabilities $ 4,059 $ 423 |
Convertible Preferred Stock, Tr
Convertible Preferred Stock, Tranche Liability and Warrant Liability | 12 Months Ended |
Dec. 31, 2021 | |
Convertible Preferred Stock Tranche Liability and Warrant Liability [Abstract] | |
Convertible Preferred Stock, Tranche Liability and Warrant Liability | NOTE 5. CONVERTIBLE PREFERRED STOCK, TRANCHE LIABILITY AND WARRANT LIABILITY Convertible Preferred Stock On November 20, 2020, the Company entered into the Series B Agreement for a private placement of up to 19,770,070 shares of Series B convertible preferred stock, $0.0001 par value per share, at an original issuance price of $3.80 per share, subject to separate closings, including: (1) 11,862,043 shares at the Initial Closing on November 20, 2020, and (2) 7,908,027 shares at a subsequent closing that would be triggered by the achievement of a specific clinical milestone. The Series B Agreement obligated the Company to issue and sell and the Series B purchasers to purchase up to a total of 7,908,027 additional shares of Series B convertible preferred stock (the “Milestone Shares”) at the same price per share upon the achievement of a certain defined clinical milestone. The determination as to whether the milestone event has been met was subject to certification by the Board and the Requisite Investors. Each Series B convertible preferred stock investor had the right, but not the obligation, to purchase all or any portion of the Milestone Shares at any time in its sole option and in its sole and absolute discretion, whether or not the Company achieved the applicable clinical milestone. See “ Series B Convertible Preferred Stock Tranche Rights Liability As discussed above in Note 1, on June 9, 2021, the Board and the Requisite Investors elected to waive the achievement of the milestone subject to the terms and conditions of the Series B Agreement and consummate the Milestone Closing and, on June 17, 2021, the Milestone Closing occurred, resulting in the sale of 7,908,027 shares of Series B convertible preferred stock at $3.80 per share for gross proceeds of $30.0 million, bringing the total number of Series B convertible preferred shares outstanding to 19,770,070. On June 22, 2021, a warrant to purchase 447,426 shares of Series A-1 “Series A-1 A-1 Additionally, on July 6, 2021, in connection with the closing of the IPO, 477,297 shares of Series A, 7,985,305 shares of Series A-1, Convertible preferred stock consisted of the following as of December 31, 2020 (in thousands, except share and per share data): Shares Shares Weighted Average Carrying Liquidation Series A 711,203 477,297 $ 2.24 $ 1,067 $ 1,067 Series A-1 11,898,177 7,537,879 2.24 16,333 16,847 Series B 29,457,450 11,862,043 3.80 39,253 45,070 Total 42,066,830 19,877,219 $ 56,653 $ 62,984 Dividends The holders of Series B, Series A-1 Liquidation preference In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, holders of Series B convertible preferred stock were entitled to receive, prior and in preference to, holders of Series A-1 In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, holders of Series A-1 A-1 A-1 In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, holders of Series A convertible preferred stock were entitled to receive, prior and in preference to, holders of common stock, in the amount of the original issue price plus any declared but unpaid dividends thereon. If upon occurrence of such an event, the assets and funds to be distributed among the holders of Series A convertible preferred stock were insufficient to permit full payment to such holders, the entire assets and funds of the Company legally available for distribution would have been distributed ratably among the holders of the Series A convertible preferred stock. Conversion rights Shares of all series of convertible preferred stock were convertible into such number of fully paid and non-assessable Each share of convertible preferred stock was convertible at any time at the option of the holder at the conversion ratio then in effect. In addition, each share of convertible preferred stock was to be automatically converted into common stock at the conversion ratio then in effect upon either (a) the closing of an underwritten public offering resulting in gross proceeds to the Company of at least $75 million and at a price per share equal to at least two times the Series B original issuance price, or $7.60 (subject to adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B convertible preferred stock), or (b) the date and time, or the occurrence of an event, specified in such vote or written consent of at least 67% of the holders of the then outstanding shares of Series B convertible preferred stock. If any Series B purchaser failed to purchase its respective portion of the Milestone Shares upon occurrence of the Milestone Closing, each existing share of Series B convertible preferred stock held by such stockholder would have automatically converted into one share of common stock two days after the Milestone Closing. On July 6, 2021, in connection with the closing of the IPO, each outstanding share of Series A, Series A-1 Voting rights Holders of convertible preferred stock were entitled to vote as a single class together with the holders of common stock and had one vote for each share of common stock into which the convertible preferred stock was convertible. The holders of Series B convertible preferred stock were entitled to elect two directors to the Board, and the holders of Series A and Series A-1 A majority of the outstanding shares of convertible preferred stock was necessary for approving certain matters, including the ability to either increase or decrease the authorized number of directors constituting the Board, pursuant to protective provisions in the Company’s amended and restated certificate of incorporation. Series B Convertible Preferred Stock Tranche Rights Liability The Company concluded that the tranche liability met the definition of a freestanding financial instrument, as it was legally detachable and separately exercisable from the initial closing of the Series B convertible preferred stock. The fair value for the tranche liability was estimated as a forward contract using a valuation model, calibrated at issuance. The valuation model at issuance estimated the implied value of the Series B stock as of the expected milestone date utilizing the probability of milestone achievement, expected timing of milestone achievement, and risk-free rate. The model was calibrated such that the value of the initial tranche and the forward contract were equal to the initial tranche proceeds at issuance. Subsequently, the fair value of the liability was discounted to the valuation date and adjusted for probability of the achievement of the milestone event. The calibrated valuation model was updated as of December 31, 2020, March 31, 2021 and in the Stay Private scenario utilized in the hybrid methodology as of June 17, 2021 (the date of the Milestone Closing). Significant estimates and assumptions impacting fair value include the discount rate, expected time to the Milestone Closing, and probability of the Milestone Closing. The discount rate was equal to the risk-free rate commensurate with the estimated timing of the Milestone Closing. The following assumptions were used in the estimation of the fair value of the tranche liability as a forward contract as of each of the dates indicated: June 17, December 31, Risk-free interest rate 0.07 % 0.12 % Expected time to Milestone Closing (in years) 0.8 1.3 Probability of achievement of Milestone Closing 100 % 65 % For the other portion of the hybrid method used as of June 17, 2021, the fair value for the tranche liability was estimated based upon an allocation of the underlying equity value, which was determined using an IPO value as estimated through analysis of IPOs for comparable guideline companies, to arrive at a value per share in the IPO scenario. The estimated fair value of the tranche liability was $81,190,000 and $5,033,000 as of the Milestone Closing on June 17, 2021 and December 31, 2020, respectively. The significant increase in the June 17, 2021 valuation stems from both a shift in methodology from an option pricing method (“OPM”) to a Hybrid Model where the concluded value of the forward tranche is derived by the sum of the probability weighted present value of the forward tranche in the Stay Private and IPO scenarios (with the former including all other potential exit scenarios other than an imminent IPO), as well as the increase in the probability of achievement of the Milestone Closing. The resulting difference in estimated fair value was recognized as a change in fair value within other income in the accompanying statements of operations. The tranche liability was revalued each reporting period with the change in fair value recorded in the accompanying statements of operations through the issuance of the Milestone Shares on June 17, 2021. Following the Milestone Closing, the remaining tranche liability was reclassified to convertible preferred stock on the balance sheet. Series A-1 On October 19, 2018, the Company issued a ten-year A-1 A-1 The warrant liability met the definition of a freestanding financial instrument, as it was legally detachable and separately exercisable from the initial closing of the Series A-1 revalued each reporting period with the change in fair value recorded in the accompanying statements of operations until the warrant was exercised on June 22, 2021. The fair value of the warrant liability was estimated using the OPM backsolve method as of December 31, 2020 and using a hybrid method, which included an OPM backsolve in the Stay Private scenario as of June 22, 2021. The following assumptions were used in the estimation of the fair value of the warrant liability using the OPM backsolve method as of each of the dates indicated: June December 31, Risk-free interest rate 0.25% 0.13% Expected term (in years) 2.0 2.0 Expected volatility 90% 90% Expected dividend yield 0% 0% The hybrid method used to value the warrant liability at June 22, 2021 considered both the underlying equity value determined using the OPM backsolve method in a Stay Private scenario, as well as the underlying equity value that was determined using an expected IPO value as estimated through analysis of IPOs for comparable guideline companies, to arrive at a value per share in the IPO scenario. The underlying equity values from each approach were probability weighted based upon the expected likelihood of each scenario. The fair value of the warrant liability was estimated to be $12.02 and $0.85 as of June 22, 2021 and December 31, 2020, respectively. The following table provides a reconciliation of the tranche liability and warrant liability measured at fair value using Level 3 significant unobservable inputs (in thousands): Series A-1 Preferred Series B Tranche Total Balance, December 31, 201 9 $ 577 $ — $ 577 Fair value at issuance of Series B convertible preferred stock (November 2020) — 5,422 5,422 Change in fair valu e (197 ) (389 ) (586 Balance, December 31, 2020 380 5,033 5,413 Change in fair value 5,000 76,157 81,157 Settlement of tranche liability due to issuance of Milestone Shares — (81,190 ) (81,190 ) Settlement of warrant liability upon exercise (5,380 ) — (5,380 ) Balance, December 31, 2021 $ — $ — $ — |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity (Deficit) | NOTE 6. STOCKHOLDERS’ EQUITY (DEFICIT) Authorized Shares On July 6, 2021, the Company issued 9,999,999 shares of common stock in an IPO, and on July 8, 2021, the Company issued an additional 1,499,999 shares of common stock that were purchased by the underwriters pursuant to the underwriters’ option to purchase additional shares at the public offering price less underwriting discounts and commissions. The price to the public for each share was $16.00. The aggregate net proceeds from the Company’s IPO, after underwriting discounts and commissions and other offering expenses of $15.4 million, were $168.6 million. Effective upon the closing of the IPO on July 6, 2021, the Company amended its certificate of incorporation suc h th The Company amended its certificate of incorporation on November 20, 2020, such that the total number of shares of common stock authorized to be issued was increased to 50,500,000, and the total number of shares of preferred stock authorized to be issued was increased to 42,066,830, of which 711,203 were designated Series A convertible preferred stock, 11,898,177 were designated as Series A-1 Common Stock As of December 31, 2021, the Company’s Amended and Restated Certificate of Incorporation authorized the issuance of 300,000,000 shares of common stock, $0.0001 par value per share. Each share of common stock is entitled to one voting right. Common Stock Warrants In accordance with ASC 815, the common stock warrants issued in 2014 through 2017 did not meet the definition of a derivative and were classified in stockholders’ deficit in the consolidated balance sheets. In June 2021, several holders of warrants to purchase the Company’s common stock exercised their warrants and purchased a total of 137,446 shares of common stock at an exercise price of $4.47. On July 6, 2021, the Company issued 178,847 shares of common stock in exchange for the remaining 248,247 outstanding common stock warrants at an exercise price of $4.47. As of December 31, 2021, there were no common stock warrants outstanding. As of December 31, 2020, the outstanding warrants to purchase the Company’s common stock were comprised of the following: Equity Upon Exercise Expiration Dates Number of Warrants issued in 2014 Common Stock $ 4.47 3/21/2024 – 6/30/2025 83,726 Warrants issued in 2015 Common Stock $ 4.47 6/30/2025 209,690 Warrants issued in 2016 Common Stock $ 4.47 6/30/2025 34,396 Warrants issued in 2017 Common Stock $ 4.47 6/30/2025 57,881 Total Warrants 385,693 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | NOTE 7. STOCK-BASED COMPENSATION 2021 Equity Incentive Plan The 2021 Equity Incentive Plan (the “2021 Plan”), which provides for the grant of incentive stock options to employees, and the grant of nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of stock awards to employees, directors and consultants, became effective on June 30, 2021. Initially, the maximum number of shares of the Company’s common stock that may be issued under the 2021 Plan was 7,698,282 shares, which is the sum of (1) 3,550,000 new shares, plus (2) 667,104 shares that remained available for issuance under the Company’s Amended and Restated Stock Performance Plan that was adopted by the Board and stockholders on April 8, 2013 (as amended from time to time, most recently on November 20, 2020, the “2013 Plan”) at the time the 2021 Plan became effective, plus (3) any shares subject to outstanding stock options or other stock awards that were granted under the 2013 Plan that, on or after the 2021 Plan became effective, terminate or expire prior to exercise or settlement, are settled in cash, are forfeited or repurchased because of the failure to vest, or are reacquired or withheld to satisfy a tax withholding obligation or the purchase or exercise price in accordance with the terms of the 2013 Plan. In addition, the number of shares of the Company’s common stock reserved for issuance under the 2021 Plan will automatically increase on January 1 of each calendar year, starting on January 1, 2022 through January 1, 2031, in an amount equal to 5% of the total number of shares of the Company’s common stock outstanding on December 31 of the fiscal year before the date of each automatic increase, or a lesser number of shares determined by the Board prior to the applicable January 1. The maximum number of shares of the Company’s common stock that may be issued upon the exercise of incentive stock options under the 2021 Plan is 12,000,000. As of December 31, 2021, 4,217,104 shares were authorized for issuance under the 2021 Plan and 3,857,481 shares remained available for issuance under the 2021 Plan. The 2013 Plan provided for the grant of incentive stock options, nonstatutory stock options, issuance of shares of restricted stock and other equity awards to the Company’s employees, officers, directors, consultants and advisors. All outstanding awards issued under the 2013 Plan remain subject to the terms of the 2013 Plan. As of December 31, 2021, there were 3,475,995 options outstanding under the 2013 Plan. Stock Options The Black-Scholes option-pricing model was used to estimate the fair value of stock options granted during the year ended December 31, 2021 with the following weighted average assumptions: Risk-free interest rate 0.4% – 1.3% Expected term (in years) 5.3 – 6.1 Expected volatility 90% Expected dividend yield 0% The weighted average grant date fair value of options granted during the year ended December 31, 2021, was $1.93 per share. The Company did not grant any options during the year ended December 31, 2020. Prior to its IPO, the fair value of the Company’s common stock underlying the stock options has historically been determined by the Board with assistance from management and, occasionally with input from an independent third-party valuation firm. For the year ended December 31, 2020, management engaged an independent third-party valuation firm to provide an estimate of the fair value of its common stock. The fair value of common stock was determined considering a number of objective and subjective factors, including valuations of comparable companies, sales of convertible preferred stock, operating and financial performance, the lack of liquidity of the Company’s common stock and the general and industry-specific economic outlook. Risk-free interest rate 0.13 Expected time to liquidity event (in years) 2.0 Expected volatility 90% Expected dividend yield 0% T ten-year three ten-year The following table reflects summarized stock option activity: Stock Options Weighted Average Weighted Average Aggregate Intrinsic Outstanding at December 31, 2020 1,001,517 $ 1.13 Granted 2,839,284 2.99 Exercised (5,183 ) 2.85 Outstanding at December 31, 2021 3,835,618 $ 2.51 8.5 $ 19,458 Vested and exercisable at December 31, 2021 1,004,510 $ 1.56 6.9 $ 5,523 The intrinsic value of stock options exercised during the year ended December 31, 2021 was approximately $54,000. The Company recorded stock-based compensation expense related to stock options in the following expense categories of its statements of operations for the periods shown (in thousands): Year Ended 2021 2020 General and administrative $ 690 $ 103 Research and development 232 51 Total stock-based compensation $ 922 $ 154 Employee Stock Purchase Plan The 2021 Employee Stock Purchase Plan (the “ESPP”), which permits employees to purchase shares of the Company’s common stock, became effective on June 30, 2021. A total of shares of the Company’s common stock were initially reserved for sale under the ESPP. The number of shares of the Company’s common stock reserved for issuance will automatically increase on January 1 of each calendar year, beginning on January 1, 2022 through January 1, 2031, by the lesser of (1) 1% of the total number of shares of the Company’s common stock outstanding on the last day of the fiscal year before the date of the automatic increase, and (2) 800,000 shares; provided that before the date of any such increase, the Board may determine that such increase will be less than the amount set forth in clauses (1) and (2). As of December 31, 2021, there have been no purchases of shares under the ESPP. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | NOTE 8. INCOME TAXES The Company has t recorded any tax provision or benefit for federal income taxes for the years ended December 31, 2021 and 2020. Current income taxes are based upon the year’s income taxable for federal and state tax reporting purposes. Deferred income taxes (benefits) are provided for certain income and expenses, which are recognized in different periods for tax and financial reporting purposes. Deferred tax assets and liabilities are computed for differences between the financial statements and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the period in which the differences are expected to affect taxable income, and NOL and R&D tax credit carryforwards. A reconciliation of the expected tax computed at the U.S. statutory federal income tax rate to the total benefit for income taxes for the years ended December 31, 2021 and 2020 is as follows: For the Year Ended 2021 2020 Statutory federal income tax rate 21.0 % 21.0 % State tax, net of federal benefit 0.7 5.1 Change in fair tranche and warrant liabilities (16.9 ) 1.7 Non-deductible (0.1 ) — R&D credit (0.3 ) 4.1 Rate change (0.2 ) — Other 0.1 — Change in valuation allowance (4.3 ) (31.9 ) Income tax provision (benefit) 0.0 % 0.0 % Significant components of the Company’s deferred tax assets as of December 31, 2021 and 2020 were as follows (in thousands): December 31, 2021 2020 Deferred tax assets: Net operating loss $ 10,819 $ 6,354 R&D credit 1,381 1,681 Stock compensation 263 85 Accruals and other temporary differences 58 — Gross deferred tax assets 12,521 8,120 Depreciation (1 ) — Valuation allowance (12,520 ) (8,120 ) Deferred tax assets, net of allowance $ — $ — In assessing the realizability of deferred tax assets as of December 31, 2021 and 2020, management considered whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible or the NOL carryforwards and R&D tax credit carryforwards will be used. The Company has determined that it is not more likely than not that its deferred tax assets will be realized. Accordingly, a valuation allowance for the full amount of the net deferred tax assets has been recorded as of December 31, 2021 and 2020. The change in the valuation allowance as of December 31, 2021 from December 31, 2020 is due to the pretax loss incurred for the year ended December 31, 2021. As of December 31, 2021, the Company had approximately $40.9 million of NOL carryforwards available for federal tax purposes which begin to expire on December 31, 2028. As a result of the Tax Act of 2017, for U.S. income tax purposes, NOLs generated prior to December 31, 2017 can still be carried forward for up to 20 years, but NOLs generated after December 31, 2017 carryforward indefinitely, but are limited to 80% utilization against taxable income. Of the total federal NOL of $ 40. 9 As of December 31, 2021, the Company also had approximately $49.5 million of state NOL carryforwards. The state NOLs begin to expire on December 31, 2028. As of December 31, 2021, the Company had approximately $1.4 million of R&D credit carryforwards available for federal tax purposes, which begin to expire on December 31, 2023. NOL carryforwards and R&D carryforwards may be subject to a substantial annual limitation due to ownership change limitations that may have occurred or that could occur in the future, as required by Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), as well as similar state and foreign provisions. These ownership changes may limit the amount of NOL and R&D credit carryforwards that can be used annually to offset future taxable income and tax, respectively. In general, an “ownership change” as defined by Section 382 of the Code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50% of the outstanding stock of a company by certain stockholders. The Company has not completed a study to assess whether an ownership change has occurred or whether there have been multiple ownership changes since the Company’s formation due to the complexity and cost associated with such study, and the fact that there may be additional such ownership changes in the future. The Company conducts intensive research and experimentation activities, generating R&D tax credits for federal and state purposes under section 41 of the Code. The Company has not performed a formal study validating these credits claimed in the tax returns. Once a study is prepared, the amount of R&D tax credits available could vary from what was originally claimed on the tax returns. The Company is subject to U.S. federal and various state taxes. Generally, the tax years remain open for examination by the federal statute under a three-year statute of limitation; however, states generally keep their statutes open for four years. However, the Company’s tax years from 2003 and after are subject to examination by the United States and state taxing authorities due to the carry forward of unused NOLs and R&D credits. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 9. COMMITMENTS AND CONTINGENCIES The Company is not a party to any material legal proceedings and is not aware of any pending or threatened claims. From time to time, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities. Leases The Company has been subleasing space in Indiana since March 1, 2020, under a lease that initially expired on December 31, 2020. The Company executed a new sublease for this space that was effective February 1, 2021. The term of the sublease is for 31 months, expiring on August 30, 2023. The Company pays monthly rent of $12,719 and is allowing others to sublease a portion of the space from the Company for less than a one-year As of December 31, 2021, future minimum lease payments under this lease agreement associated with the Company’s operations were as follows (in thousands): Year ended December 31, 2022 $ 153 Year ended December 31, 2023 102 Total $ 255 |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | NOTE 10. NET LOSS PER SHARE The Company computes loss per common share using the two-class The table below provides potentially dilutive securities not included in the calculation of the diluted net loss per common share because to do so would be anti-dilutive: Year Ended December 31, 2021 2020 Shares issuable upon exercise of stock options 3,835,618 1,001,517 Shares issuable upon conversion of Series A Preferred Stock — 477,297 Shares issuable upon conversion of Series A-1 — 7,537,879 Shares issuable upon conversion of Series B Preferred Stock — 11,862,043 Shares issuable upon exercise of common stock warrants — 385,693 Shares issuable upon exercise of preferred stock warrant — 447,426 Total 3,835,618 21,711,855 |
Basis of Presentation, Summary
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the Company’s financial position, and the results of its operations and its cash flows. |
Emerging Growth Company | Emerging Growth Company From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”), or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial statements upon adoption. Under the Jumpstart Our Business Startups Act of 2012, as amended, the Company meets the definition of an emerging growth company and has elected the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of expenses during the reporting periods. These estimates and assumptions are based on our historical experience, and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. The Company’s cash equivalents consist of funds held in several money market accounts. The Company had $121.2 million and $36.8 million in cash equivalents as of December 31, 2021 and 2020, respectively. |
Marketable Securities | Marketable Securities The Company’s marketable securities portfolio consists primarily of investments in money market funds, commercial paper, asset-backed securities, U.S. treasury securities and short-term highly liquid, high credit quality corporate debt securities. The Company considers its marketable securities to be available-for-sale. Available-for-sale Securities that are classified as available-for-sale Fair Value of Financial Instruments ” below. Any premium arising at purchase is amortized to the earliest call date and any discount arising at purchase is accreted to maturity. Amortization and accretion of premiums and discounts are recorded along with interest income on investments in interest income, net in the statements of operations and comprehensive loss. Unrealized gains and losses are excluded from earnings and are reported as a component of other comprehensive income. The Company periodically evaluates whether declines in fair values of its available-for-sale securities below their book value are other-than-temporary. This evaluation consists of several qualitative and quantitative factors regarding the severity and duration of the unrealized loss, as well as the Company’s ability and intent to hold the available-for-sale security until a forecasted recovery occurs. The Company does not generally intend to sell its available-for-sale securities; however, the Company assesses whether it is more likely than not that it will be required to sell any security before recovery of its amortized cost basis. Realized gains and losses and declines in fair value judged to be other-than-temporary on available-for-sale securities will be included in other expense, net. The cost of investments sold will be calculated using the specific-identification method. The Company did no t record any other-than-temporary impairments related to available-for-sale securities for the year ended December 31, 2021. The Company did not own any marketable securities during the year ended December 31, 2020. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash, cash equivalents and marketable securities. The Company may maintain deposits in financial institutions in excess of government insured limits. Management believes that the Company is not exposed to significant credit risk as the Company’s cash and cash equivalents are held at financial institutions that management believes to be of high credit quality. The Company has not experienced any losses due to credit risk on such accounts during any of the periods presented. Fair Value of Financial Instruments The Company’s financial assets and liabilities are accounted for in accordance with Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures |
Fair Value of Financial Instruments | advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy requires an entity to maximize the use of observable inputs when measuring fair value and classifies those inputs into three levels: Level 1 — Observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs other than Level 1 inputs that are either directly or indirectly observable, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the instrument’s anticipated life. Level 3 — Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair values requires more judgement. Accordingly, the degree of judgement exercised by management in determining fair value is greatest for instruments categorized as Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The carrying values reported in the Company’s balance sheets for cash (excluding cash equivalents which are recorded at fair value on a recurring basis), accounts payable and accrued expenses are reasonable estimates of their fair values due to the short-term nature of these items. The following tables present the Company’s fair value hierarchy for its money market securities, available-for-sale Fair value measurements at reporting date using Quoted Prices in Significant Other Significant Fair Value at Assets included in: Cash and cash equivalents Money market securities $ 121,162 $ — $ — $ 121,162 Marketable securities Commercial paper — 47,939 — 47,939 Corporate debt securities — 24,694 — 24,694 Asset-backed securities — 19,143 — 19,143 U.S. treasury securities — 11,918 — 11,918 Total fair value $ 121,162 $ 103,694 $ — $ 224,856 Fair value measurements at reporting date using Quoted Prices in Significant Other Significant Fair Value at Assets included in: Cash and cash equivalents Money market securities $ 36,758 $ — $ — $ 36,758 Total fair value $ 36,758 $ — $ — $ 36,758 Liabilities included in: Preferred stock tranche rights liability $ — $ — $ 5,033 $ 5,033 Preferred stock warrant liability — — 380 380 Total fair value $ — $ — $ 5,413 $ 5,413 The fair value of the Company’s money market funds is determined using quoted market prices in active markets for identical assets. The fair value for the available-for-sale Refer to Note 5 for further information about the Level 3 rollforward of activity and Level 3 inputs. |
Grant Receivable | Grant Receivable Grant receivable consists of research expenses reimbursable under a grant from the National Institute of Health (“NIH”). The Company carried its grant receivable at the unreimbursed amount. Management determined that the remainder of the unreimbursed amount under the grant receivable could no longer be collected from the NIH and the Company recorded a loss of $0.1 million in general and administrative expense on the statement of operations and comprehensive loss during the year ended December 31, 2021. Management determined that no allowance was necessary for this receivable as of December 31, 2020. |
Property and Equipment | Property and Equipment Property and equipment consists primarily of computer equipment and is stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets, which is generally three years for computer-related assets. |
Convertible Preferred Stock | Convertible Preferred Stock The Company recorded shares of convertible preferred stock at their respective fair values on the dates of issuance, net of issuance costs. The Company applied the guidance in ASC 480-10-S99-3A, SEC Staff Announcement: Classification and Measurement of Redeemable Securitie A-1 not solely within the Company’s control, such as a merger, acquisition and sale of all or substantially all of the Company’s assets, the convertible preferred stock would have become redeemable at the option of the holders. In the event of a change of control of the Company, proceeds received from the sale of such shares would have been distributed in accordance with the corresponding liquidation preferences. The Company did not adjust the carrying values of the convertible preferred stock to the deemed liquidation values of such shares since a liquidation event was not probable at any of the reporting dates. As mentioned above in Note 1, in connection with the closing of the IPO, all of the outstanding shares of Series A, Series A-1 |
Preferred Stock Tranche Rights Liability | Preferred Stock Tranche Rights Liability The Company determined that its obligation to issue, and the Company’s investors’ right to purchase, additional shares of Series B convertible preferred stock pursuant to the Milestone Closing (see Note 1 and Note 5) represented a freestanding financial instrument (the “tranche liability”). The tranche liability was initially recorded at fair value. The proceeds from the sale of the convertible preferred stock were first allocated to the fair value of the tranche liability with the remaining proceeds from the sale of the convertible preferred stock allocated to the Series B convertible preferred stock. The tranche liability was remeasured at each reporting period and upon the exercise of the obligation, with gains and losses arising from subsequent changes in its fair value recognized in other income and expense in the statements of operations and comprehensive loss. As discussed above in Note 1, the Milestone Closing occurred on June 17, 2021, and as a result, the remaining value of the tranche liability was reclassified to convertible preferred stock on the balance sheet. |
Preferred Stock Warrant Liability | Preferred Stock Warrant Liability The Company accounted for the warrant to purchase Series A-1 |
Common Stock Warrants | Common Stock Warrants The Company assesses whether warrants issued require accounting as derivatives. The Company determined that its common stock warrants were (1) indexed to the Company’s own stock and (2) classified in stockholders’ equity in accordance with FASB ASC Topic 815, Derivatives and Hedging |
Grant and Other Revenue Recognition | Grant and Other Revenue Recognition The Company’s NIH grant is not within the scope of ASC 606, Revenue from Contracts with Customers , the grant meets the definition of a contribution and is a non-reciprocal 958-605, Not-for-Profit-Entities-Revenue In the absence of applicable guidance under U.S. GAAP, the Company’s policy is to recognize grant revenue when the related costs are incurred and the right to payment is realized. Costs incurred are recorded in research and development and general and administrative expenses on the statements of operations and comprehensive loss. The Company believes the recognition of revenue as costs are incurred and amounts become realizable is analogous to the concept of transfer of control of a service over time under ASC 606. |
Research and Development Expense | Research and Development Expenses Research and development expenses primarily consist of consultants and materials, biologic storage, salaries and other personnel-related expenses related to research and development activities and are expensed as incurred. Payments for these activities are based on the terms of the individual agreements, which may differ from the pattern of costs incurred, and are reflected on the balance sheets as prepaid or accrued expenses. The Company records accruals for estimated ongoing research costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the studies, including the phase or completion of events, invoices received and contracted costs. |
Stock-based Compensation | Stock-based Compensation The Company expenses stock-based compensation to employees, non-employees non-employee’s |
Income Taxes | Income Taxes Income taxes are recorded in accordance with ASC 740, Income Taxes to the deferred income tax asset valuation allowance would increase income in the period such determination was made. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company has not recorded any accruals related to uncertain tax positions as of December 31, 2021 and 2020. The Company’s policy is to record interest and penalties, if any, as part of income tax benefit. No interest or penalties were recorded during the years ended December 31, 2021 and 2020. |
Net Loss Per Share of Common Stock | Net Loss Per Share of Common Stock Basic net loss per share of common stock is calculated using the two-class if-converted |
Segment Information | Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one segment. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) right-of-use In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments at fair value through net income, including available-for-sale securities. The amendments require an entity to replace the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects current expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The updated guidance is effective for the Company on January 1, 2023, with early adoption permitted. The Company is currently evaluating the impact of this new guidance on its financial statements and related disclosures. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in ASC 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for the Company for annual reporting periods beginning January 1, 2022, and interim periods within fiscal years beginning on January 1, 2023, with early adoption permitted. The Company is currently evaluating the impact of this standard on its financial statements. |
Basis of Presentation, Summa_2
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Fair Value Measurements, Recurring and Nonrecurring | The following tables present the Company’s fair value hierarchy for its money market securities, available-for-sale Fair value measurements at reporting date using Quoted Prices in Significant Other Significant Fair Value at Assets included in: Cash and cash equivalents Money market securities $ 121,162 $ — $ — $ 121,162 Marketable securities Commercial paper — 47,939 — 47,939 Corporate debt securities — 24,694 — 24,694 Asset-backed securities — 19,143 — 19,143 U.S. treasury securities — 11,918 — 11,918 Total fair value $ 121,162 $ 103,694 $ — $ 224,856 Fair value measurements at reporting date using Quoted Prices in Significant Other Significant Fair Value at Assets included in: Cash and cash equivalents Money market securities $ 36,758 $ — $ — $ 36,758 Total fair value $ 36,758 $ — $ — $ 36,758 Liabilities included in: Preferred stock tranche rights liability $ — $ — $ 5,033 $ 5,033 Preferred stock warrant liability — — 380 380 Total fair value $ — $ — $ 5,413 $ 5,413 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Marketable Securities [Abstract] | |
Summary of Marketable securities | Marketable securities consisted of the following as of December 31, 2021 (in thousands): Amortized Gross Gross Fair Value Available-for-sale Commercial paper $ 47,939 $ — $ — $ 47,939 Corporate debt securities 7,992 — (11 ) 7,981 Asset-backed securities 16,177 — (22 ) 16,155 Total available-for-sale 72,108 — (33 ) 72,075 Available-for-sale Corporate debt securities 16,816 — (103 ) 16,713 Asset-backed securities 3,013 — (25 ) 2,988 U.S. treasury securities 11,988 — (70 ) 11,918 Total available-for-sale 31,817 — (198 ) 31,619 Total available-for-sale $ 103,925 $ — $ (231 ) $ 103,694 |
Supplemental Financial Inform_2
Supplemental Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Financial Information [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): December 31, 2021 2020 Research and development service agreements $ 2,591 $ 432 Prepaid insurance 1,514 5 Dues and subscriptions 96 — Prepaid raw materials 83 91 Other 140 15 Total prepaid expenses and other current assets $ 4,424 $ 543 |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2021 2020 Research and development $ 2,623 $ 133 Bonuses and other employee liabilities 1,102 — Legal 130 — Professional fees — 200 Other 204 90 Total accrued expenses and other current liabilities $ 4,059 $ 423 |
Convertible Preferred Stock, _2
Convertible Preferred Stock, Tranche Liability and Warrant Liability (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Convertible Preferred Stock Tranche Liability and Warrant Liability [Abstract] | |
Summary of Convertible preferred stock | Convertible preferred stock consisted of the following as of December 31, 2020 (in thousands, except share and per share data): Shares Shares Weighted Average Carrying Liquidation Series A 711,203 477,297 $ 2.24 $ 1,067 $ 1,067 Series A-1 11,898,177 7,537,879 2.24 16,333 16,847 Series B 29,457,450 11,862,043 3.80 39,253 45,070 Total 42,066,830 19,877,219 $ 56,653 $ 62,984 |
Summary of Assumptions Used in Estimating the Fair Value of Preferred Stock Tranche Liability | The following assumptions were used in the estimation of the fair value of the tranche liability as a forward contract as of each of the dates indicated: June 17, December 31, Risk-free interest rate 0.07 % 0.12 % Expected time to Milestone Closing (in years) 0.8 1.3 Probability of achievement of Milestone Closing 100 % 65 % |
Summary of Fair Value of the Warrant Liability | The following assumptions were used in the estimation of the fair value of the warrant liability using the OPM backsolve method as of each of the dates indicated: June December 31, Risk-free interest rate 0.25% 0.13% Expected term (in years) 2.0 2.0 Expected volatility 90% 90% Expected dividend yield 0% 0% |
Summary of the Tranche Liability and Warrant Liability Measured at Fair Value using Level 3 Significant Unobservable Inputs | The following table provides a reconciliation of the tranche liability and warrant liability measured at fair value using Level 3 significant unobservable inputs (in thousands): Series A-1 Preferred Series B Tranche Total Balance, December 31, 201 9 $ 577 $ — $ 577 Fair value at issuance of Series B convertible preferred stock (November 2020) — 5,422 5,422 Change in fair valu e (197 ) (389 ) (586 Balance, December 31, 2020 380 5,033 5,413 Change in fair value 5,000 76,157 81,157 Settlement of tranche liability due to issuance of Milestone Shares — (81,190 ) (81,190 ) Settlement of warrant liability upon exercise (5,380 ) — (5,380 ) Balance, December 31, 2021 $ — $ — $ — |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Summary of Outstanding Warrants to Purchase the Company's Common Stock | As of December 31, 2020, the outstanding warrants to purchase the Company’s common stock were comprised of the following: Equity Upon Exercise Expiration Dates Number of Warrants issued in 2014 Common Stock $ 4.47 3/21/2024 – 6/30/2025 83,726 Warrants issued in 2015 Common Stock $ 4.47 6/30/2025 209,690 Warrants issued in 2016 Common Stock $ 4.47 6/30/2025 34,396 Warrants issued in 2017 Common Stock $ 4.47 6/30/2025 57,881 Total Warrants 385,693 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Assumptions Used for Valuation of Fair Value of Stock Options | The Black-Scholes option-pricing model was used to estimate the fair value of stock options granted during the year ended December 31, 2021 with the following weighted average assumptions: Risk-free interest rate 0.4% – 1.3% Expected term (in years) 5.3 – 6.1 Expected volatility 90% Expected dividend yield 0% |
Summary of Assumptions Used for Valuation of Fair Value of Stock | As of December 31, 2020, management, with the assistance of an independent third-party valuation firm, estimated the fair value of a share of common stock to be $0.83 utilizing the following assumptions: Risk-free interest rate 0.13 Expected time to liquidity event (in years) 2.0 Expected volatility 90% Expected dividend yield 0% |
Summary of Stock Option Activity | The following table reflects summarized stock option activity: Stock Options Weighted Average Weighted Average Aggregate Intrinsic Outstanding at December 31, 2020 1,001,517 $ 1.13 Granted 2,839,284 2.99 Exercised (5,183 ) 2.85 Outstanding at December 31, 2021 3,835,618 $ 2.51 8.5 $ 19,458 Vested and exercisable at December 31, 2021 1,004,510 $ 1.56 6.9 $ 5,523 |
Summary of Share-Based Compensation Expense Related to Stock Options | The Company recorded stock-based compensation expense related to stock options in the following expense categories of its statements of operations for the periods shown (in thousands): Year Ended 2021 2020 General and administrative $ 690 $ 103 Research and development 232 51 Total stock-based compensation $ 922 $ 154 |
Income Taxes (Table)
Income Taxes (Table) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | A reconciliation of the expected tax computed at the U.S. statutory federal income tax rate to the total benefit for income taxes for the years ended December 31, 2021 and 2020 is as follows: For the Year Ended 2021 2020 Statutory federal income tax rate 21.0 % 21.0 % State tax, net of federal benefit 0.7 5.1 Change in fair tranche and warrant liabilities (16.9 ) 1.7 Non-deductible (0.1 ) — R&D credit (0.3 ) 4.1 Rate change (0.2 ) — Other 0.1 — Change in valuation allowance (4.3 ) (31.9 ) Income tax provision (benefit) 0.0 % 0.0 % |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Significant components of the Company’s deferred tax assets as of December 31, 2021 and 2020 were as follows (in thousands): December 31, 2021 2020 Deferred tax assets: Net operating loss $ 10,819 $ 6,354 R&D credit 1,381 1,681 Stock compensation 263 85 Accruals and other temporary differences 58 — Gross deferred tax assets 12,521 8,120 Depreciation (1 ) — Valuation allowance (12,520 ) (8,120 ) Deferred tax assets, net of allowance $ — $ — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Future Minimum Lease Payments | As of December 31, 2021, future minimum lease payments under this lease agreement associated with the Company’s operations were as follows (in thousands): Year ended December 31, 2022 $ 153 Year ended December 31, 2023 102 Total $ 255 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Summary of Dilutive Securities Not Included in the Diluted Net Loss Per Common Share | The table below provides potentially dilutive securities not included in the calculation of the diluted net loss per common share because to do so would be anti-dilutive: Year Ended December 31, 2021 2020 Shares issuable upon exercise of stock options 3,835,618 1,001,517 Shares issuable upon conversion of Series A Preferred Stock — 477,297 Shares issuable upon conversion of Series A-1 — 7,537,879 Shares issuable upon conversion of Series B Preferred Stock — 11,862,043 Shares issuable upon exercise of common stock warrants — 385,693 Shares issuable upon exercise of preferred stock warrant — 447,426 Total 3,835,618 21,711,855 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jul. 08, 2021 | Jul. 06, 2021 | Jun. 23, 2021 | Jun. 17, 2021 | Nov. 20, 2020 | Dec. 31, 2021 | Jun. 09, 2021 | Dec. 31, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Stockholders' equity, reverse stock split | 1-for-1.49 | 1-for-30 | ||||||
Accumulated deficit | $ (127,571) | $ (26,965) | ||||||
Working capital | $ 193,500 | $ 38,100 | ||||||
Total number of outstanding shares increased | 39,911,517 | |||||||
Common Stock Warrants [Member] | Common Stock [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Number of securities called by warrants or rights | 178,847 | |||||||
Series A Convertible Preferred Stock [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Conversion of stock, shares converted | 477,297 | |||||||
Series A-1 Convertible Preferred Stock [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Conversion of stock, shares converted | 7,985,305 | |||||||
Series B Convertible Preferred Stock [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Sale of stock, number of shares issued in transaction | 7,908,027 | |||||||
Sale of stock, price per share | $ 3.80 | |||||||
Conversion of stock, shares converted | 19,770,070 | |||||||
Percentage of stockholders elected to waive achievement of milestone | 67.00% | |||||||
Sale of stock, consideration received on transaction | $ 30,000 | |||||||
IPO [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Sale of stock, number of shares issued in transaction | 9,999,999 | |||||||
Underwriting shares | 1,499,999 | |||||||
Sale of stock, price per share | $ 16 | |||||||
Sale of stock, consideration received on transaction | $ 168,600 | |||||||
underwriting discounts and commissions and other offering expenses | $ 15,400 |
Basis of Presentation, Summar_2
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jul. 06, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Cash equivalents | $ 121,200 | $ 36,800 | ||
Uncertain tax positions | 0 | 0 | ||
Uncertain tax positions, interest or penalties recorded | 0 | 0 | ||
Allowance on the grant receivable | $ 0 | |||
General and Administrative [Member] | ||||
Loss due to unreimbursed grant | $ 100 | |||
Warrant Exercise [Member] | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4.47 | |||
Stock Issued During Period, Shares, New Issues | 137,446 | |||
Common Stock Warrants [Member] | ||||
Class of Warrant or Right, Outstanding | 0 | 385,693 | ||
Common Stock [Member] | ||||
Cashless exercise of common stock warrants | 178,847 | |||
Stock Issued During Period, Shares, New Issues | 11,499,998 | |||
Common Stock [Member] | Common Stock Warrants [Member] | ||||
Cashless exercise of common stock warrants | 178,847 | |||
Class of Warrant or Right, Outstanding | 248,247 | 0 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4.47 | |||
Computer Equipment [Member] | ||||
Property, Plant and Equipment, Estimated Useful Lives | three | |||
Marketable Debt Securities [Member] | ||||
Other than temporary impairment losses, investments portion in other comprehensive loss net of tax available-for sale securities | $ 0 | $ 0 |
Basis of Presentation, Summar_3
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements - Summary of Fair Value Measurements, Recurring and Nonrecurring (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets included in: | ||
Fair value | $ 224,856 | $ 36,758 |
Liabilities included in: | ||
Fair value | 5,413 | |
Commercial Paper [Member] | Marketable Debt Securities [Member] | ||
Assets included in: | ||
Fair value | 47,939 | |
Corporate Debt Securities [Member] | Marketable Debt Securities [Member] | ||
Assets included in: | ||
Fair value | 24,694 | |
Asset-backed Securities [Member] | Marketable Debt Securities [Member] | ||
Assets included in: | ||
Fair value | 19,143 | |
US Treasury Securities [Member] | Marketable Debt Securities [Member] | ||
Assets included in: | ||
Fair value | 11,918 | |
Preferred stock tranche rights liability [Member] | ||
Liabilities included in: | ||
Fair value | 5,033 | |
Preferred stock warrant liability [Member] | ||
Liabilities included in: | ||
Fair value | 380 | |
Cash and Cash Equivalents [Member] | Money Market Funds [Member] | ||
Assets included in: | ||
Fair value | 121,162 | 36,758 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Assets included in: | ||
Fair value | 121,162 | 36,758 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Cash and Cash Equivalents [Member] | Money Market Funds [Member] | ||
Assets included in: | ||
Fair value | 121,162 | 36,758 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Assets included in: | ||
Fair value | 103,694 | |
Significant Other Observable Inputs (Level 2) [Member] | Commercial Paper [Member] | Marketable Debt Securities [Member] | ||
Assets included in: | ||
Fair value | 47,939 | |
Significant Other Observable Inputs (Level 2) [Member] | Corporate Debt Securities [Member] | Marketable Debt Securities [Member] | ||
Assets included in: | ||
Fair value | 24,694 | |
Significant Other Observable Inputs (Level 2) [Member] | Asset-backed Securities [Member] | Marketable Debt Securities [Member] | ||
Assets included in: | ||
Fair value | 19,143 | |
Significant Other Observable Inputs (Level 2) [Member] | US Treasury Securities [Member] | Marketable Debt Securities [Member] | ||
Assets included in: | ||
Fair value | 11,918 | |
Significant Unobservable Inputs (Level 3) [Member] | ||
Assets included in: | ||
Fair value | 0 | |
Liabilities included in: | ||
Fair value | 5,413 | |
Significant Unobservable Inputs (Level 3) [Member] | Commercial Paper [Member] | Marketable Debt Securities [Member] | ||
Assets included in: | ||
Fair value | 0 | |
Significant Unobservable Inputs (Level 3) [Member] | Corporate Debt Securities [Member] | Marketable Debt Securities [Member] | ||
Assets included in: | ||
Fair value | 0 | |
Significant Unobservable Inputs (Level 3) [Member] | Asset-backed Securities [Member] | Marketable Debt Securities [Member] | ||
Assets included in: | ||
Fair value | 0 | |
Significant Unobservable Inputs (Level 3) [Member] | US Treasury Securities [Member] | Marketable Debt Securities [Member] | ||
Assets included in: | ||
Fair value | 0 | |
Significant Unobservable Inputs (Level 3) [Member] | Preferred stock tranche rights liability [Member] | ||
Liabilities included in: | ||
Fair value | 5,033 | |
Significant Unobservable Inputs (Level 3) [Member] | Preferred stock warrant liability [Member] | ||
Liabilities included in: | ||
Fair value | $ 380 | |
Significant Unobservable Inputs (Level 3) [Member] | Cash and Cash Equivalents [Member] | Money Market Funds [Member] | ||
Assets included in: | ||
Fair value | $ 0 |
Marketable Securities - Additio
Marketable Securities - Additional Information (Details) - Marketable Debt Securities [Member] - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Marketable Securities [Line Items] | |||
Available-for-sale securities classified as short-term maturity | one year or less | ||
Available-for-sale securities classified as long-term maturity | two years | ||
Other than temporary impairment losses, investments portion in other comprehensive loss net of tax available-for sale securities | $ 0 | $ 0 | |
Debt securities available for sale, realized gain or loss | $ 0 |
Marketable Securities - Summary
Marketable Securities - Summary of Marketable securities (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Marketable Debt Securities Short Term [Member] | |
Marketable Securities [Line Items] | |
Amortized cost, Short term | $ 72,108 |
Gross Unrealized Loss | (33) |
Fair value, Short Term | 72,075 |
Marketable Debt Securities Long Term [Member] | |
Marketable Securities [Line Items] | |
Gross Unrealized Loss | (198) |
Amortized cost, Long term | 31,817 |
Fair value, Long Term | 31,619 |
Marketable Debt Securities [Member] | |
Marketable Securities [Line Items] | |
Gross Unrealized Loss | (231) |
Amortized Cost, Total | 103,925 |
Fair value, Total | 103,694 |
Commercial Paper [Member] | Marketable Debt Securities Short Term [Member] | |
Marketable Securities [Line Items] | |
Amortized cost, Short term | 47,939 |
Fair value, Short Term | 47,939 |
Corporate Debt Securities [Member] | Marketable Debt Securities Short Term [Member] | |
Marketable Securities [Line Items] | |
Amortized cost, Short term | 7,992 |
Gross Unrealized Loss | (11) |
Fair value, Short Term | 7,981 |
Corporate Debt Securities [Member] | Marketable Debt Securities Long Term [Member] | |
Marketable Securities [Line Items] | |
Gross Unrealized Loss | (103) |
Amortized cost, Long term | 16,816 |
Fair value, Long Term | 16,713 |
Asset-backed Securities [Member] | Marketable Debt Securities Short Term [Member] | |
Marketable Securities [Line Items] | |
Amortized cost, Short term | 16,177 |
Gross Unrealized Loss | (22) |
Fair value, Short Term | 16,155 |
Asset-backed Securities [Member] | Marketable Debt Securities Long Term [Member] | |
Marketable Securities [Line Items] | |
Gross Unrealized Loss | (25) |
Amortized cost, Long term | 3,013 |
Fair value, Long Term | 2,988 |
US Treasury Securities [Member] | Marketable Debt Securities Long Term [Member] | |
Marketable Securities [Line Items] | |
Gross Unrealized Loss | (70) |
Amortized cost, Long term | 11,988 |
Fair value, Long Term | $ 11,918 |
Supplemental Financial Inform_3
Supplemental Financial Information - Schedule of Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Disclosure Of Prepaid Expenses And Other Current Assets [Line Items] | ||
Research and development service agreements | $ 2,591 | $ 432 |
Prepaid Insurance | 1,514 | 5 |
Dues and subscriptions | 96 | |
Prepaid raw materials | 83 | 91 |
Other | 140 | 15 |
Total prepaid expenses and other current assets | $ 4,424 | $ 543 |
Supplemental Financial Inform_4
Supplemental Financial Information - Schedule of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Disclosure of Accrued Expenses and Other Current Liabilities [Line Items] | ||
Research and development | $ 2,623 | $ 133 |
Bonuses and other employee liabilities | 1,102 | |
Legal | 130 | |
Professional fees | 0 | 200 |
Other | 204 | 90 |
Total accrued expenses and other current liabilities | $ 4,059 | $ 423 |
Convertible Preferred Stock, _3
Convertible Preferred Stock, Tranche Liability and Warrant Liability - Additional Information (Detail) | Jul. 06, 2021shares | Jun. 17, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Jun. 22, 2021$ / sharesshares | Nov. 20, 2020$ / sharesshares | Oct. 19, 2018$ / sharesshares |
Convertible Preferred Stock Tranche Liability And Warrant Liability [Line Items] | |||||||
Shares Issued | 19,877,219 | ||||||
Proceeds from convertible preferred stock | $ | $ 44,675,000 | ||||||
Temporary Equity, Shares Outstanding | 19,877,219 | ||||||
Series A -1 Convertible Preferred Stock Warrant Liability [Member] | |||||||
Convertible Preferred Stock Tranche Liability And Warrant Liability [Line Items] | |||||||
Class of warrants or rights number of shares covered by warrants or rights | 447,426 | ||||||
Class of warrants or rights term | 10 years | ||||||
Class of warrants or right exercise price per share | $ / shares | $ 2.794 | ||||||
Class of warrants or rights expiry date | Oct. 18, 2028 | ||||||
Fair value of warrant liability per share | $ / shares | $ 0.85 | $ 12.02 | |||||
Underlying Equity Value [Member] | Series B Convertible Preferred Stock Tranche Rights Liability [Member] | |||||||
Convertible Preferred Stock Tranche Liability And Warrant Liability [Line Items] | |||||||
Financial liabilities at fair value | $ | $ 81,190,000 | $ 5,033,000 | |||||
Series B Redeemable Convertible Preferred Stock [Member] | |||||||
Convertible Preferred Stock Tranche Liability And Warrant Liability [Line Items] | |||||||
Conversion of convertible preferred stock into common stock upon initial public offering, Shares | 19,770,070 | ||||||
Temporary Equity, Shares Outstanding | 19,770,070 | ||||||
Series A-1 Redeemable Convertible Preferred Stock [Member] | |||||||
Convertible Preferred Stock Tranche Liability And Warrant Liability [Line Items] | |||||||
Shares Issued | 7,537,879 | ||||||
Conversion of convertible preferred stock into common stock upon initial public offering, Shares | 7,985,305 | ||||||
Temporary Equity, Shares Outstanding | 7,537,879 | 7,985,305 | |||||
Class of warrants or rights number of shares covered by warrants or rights | 447,426 | ||||||
Class of warrants or right exercise price per share | $ / shares | $ 2.794 | ||||||
Series A Convertible Preferred Stock [Member] | |||||||
Convertible Preferred Stock Tranche Liability And Warrant Liability [Line Items] | |||||||
Shares Issued | 0 | 477,297 | |||||
Temporary equity par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Conversion of convertible preferred stock into common stock upon initial public offering, Shares | 477,297 | ||||||
Temporary Equity, Shares Outstanding | 0 | 477,297 | |||||
Convertible Preferred Stock [Member] | |||||||
Convertible Preferred Stock Tranche Liability And Warrant Liability [Line Items] | |||||||
Temporary Equity, Shares Outstanding | 0 | ||||||
Prospective Conversion of Temporary Equity into Permanent Equity [Member] | |||||||
Convertible Preferred Stock Tranche Liability And Warrant Liability [Line Items] | |||||||
Number of times the redeemable convertible preferred stock equal to the share issue price | 2 | ||||||
Sale of stock issue price per share | $ / shares | $ 7.60 | ||||||
Percentage of votes in terms of shareholding needed for conversion into permanent equity | 67.00% | ||||||
Prospective Conversion of Temporary Equity into Permanent Equity [Member] | Minimum [Member] | |||||||
Convertible Preferred Stock Tranche Liability And Warrant Liability [Line Items] | |||||||
Proceeds from initial public offer | $ | $ 75,000,000 | ||||||
Private Placement [Member] | Series B Redeemable Convertible Preferred Stock [Member] | |||||||
Convertible Preferred Stock Tranche Liability And Warrant Liability [Line Items] | |||||||
Shares Issued | 19,770,070 | ||||||
Temporary equity par or stated value per share | $ / shares | $ 0.0001 | ||||||
Temporary equity issue price per share | $ / shares | $ 3.80 | ||||||
Private Placement [Member] | Series B Redeemable Convertible Preferred Stock [Member] | Closing of Milestone [Member] | |||||||
Convertible Preferred Stock Tranche Liability And Warrant Liability [Line Items] | |||||||
Temporary equity issue price per share | $ / shares | $ 3.80 | ||||||
Temporary equity shares issued during the period shares | 7,908,027 | ||||||
Proceeds from convertible preferred stock | $ | $ 30,000,000 | ||||||
Private Placement [Member] | Series B Redeemable Convertible Preferred Stock [Member] | Initial Closing [Member] | |||||||
Convertible Preferred Stock Tranche Liability And Warrant Liability [Line Items] | |||||||
Shares Issued | 11,862,043 | ||||||
Private Placement [Member] | Series B Redeemable Convertible Preferred Stock [Member] | Achievement of Milestone [Member] | |||||||
Convertible Preferred Stock Tranche Liability And Warrant Liability [Line Items] | |||||||
Temporary equity milestone shares | 7,908,027 |
Convertible Preferred Stock, _4
Convertible Preferred Stock, Tranche Liability and Warrant Liability - Summary of Convertible preferred stock (Detail) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2021 | Jun. 22, 2021 | Dec. 31, 2020 |
Temporary Equity [Line Items] | |||
Shares Authorized | 42,066,830 | ||
Shares Issued | 19,877,219 | ||
Shares Outstanding | 19,877,219 | ||
Carrying Value | $ 56,653 | ||
Liquidation Preference | $ 62,984 | ||
Series A | |||
Temporary Equity [Line Items] | |||
Shares Authorized | 0 | 711,203 | |
Shares Issued | 0 | 477,297 | |
Shares Outstanding | 0 | 477,297 | |
Weighted Average Issuance Price per Share | $ 2.24 | ||
Carrying Value | $ 1,067 | ||
Liquidation Preference | $ 1,067 | ||
Series A-1 | |||
Temporary Equity [Line Items] | |||
Shares Authorized | 11,898,177 | ||
Shares Issued | 7,537,879 | ||
Shares Outstanding | 7,985,305 | 7,537,879 | |
Weighted Average Issuance Price per Share | $ 2.24 | ||
Carrying Value | $ 16,333 | ||
Liquidation Preference | $ 16,847 | ||
Series B | |||
Temporary Equity [Line Items] | |||
Shares Authorized | 0 | 29,457,450 | |
Shares Issued | 0 | 11,862,043 | |
Shares Outstanding | 0 | 11,862,043 | |
Weighted Average Issuance Price per Share | $ 3.80 | ||
Carrying Value | $ 39,253 | ||
Liquidation Preference | $ 45,070 |
Convertible Preferred Stock, _5
Convertible Preferred Stock, Tranche Liability and Warrant Liability - Summary of Assumptions Used in Estimating the Fair Value of Preferred Stock Tranche Liability (Detail) | Jun. 17, 2021 | Dec. 31, 2020 |
Convertible Preferred Stock Tranche Liability and Warrant Liability [Abstract] | ||
Risk-free interest rate | 0.07% | 0.12% |
Expected time to Milestone Closing (in years) | 9 months 18 days | 1 year 3 months 18 days |
Probability of achievement of Milestone Closing | 100.00% | 65.00% |
Convertible Preferred Stock, _6
Convertible Preferred Stock, Tranche Liability and Warrant Liability - Summary of Fair Value of the Warrant Liability (Detail) - Series A -1 Convertible Preferred Stock Warrant Liability [Member] | Jun. 22, 2021yr | Dec. 31, 2020yr |
Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.25 | 0.13 |
Expected term (in years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 2 | 2 |
Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 90 | 90 |
Expected dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 |
Convertible Preferred Stock, _7
Convertible Preferred Stock, Tranche Liability and Warrant Liability - Summary of the Tranche Liability and Warrant Liability Measured at Fair Value using Level 3 Significant Unobservable Inputs (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $ 5,413 | $ 577 |
Fair value at issuance of Series B convertible preferred stock (November 2020) | 5,422 | |
Change in fair value | 81,157 | (586) |
Settlement of tranche liability due to issuance of Milestone Shares | (81,190) | |
Settlement of warrant liability upon exercise of warrant | (5,380) | |
Ending balance | 0 | 5,413 |
Series A-1 Preferred Stock Warrant | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | 380 | 577 |
Change in fair value | 5,000 | (197) |
Settlement of warrant liability upon exercise of warrant | (5,380) | |
Ending balance | 0 | 380 |
Series B Tranche Rights | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | 5,033 | |
Fair value at issuance of Series B convertible preferred stock (November 2020) | 5,422 | |
Change in fair value | 76,157 | (389) |
Settlement of tranche liability due to issuance of Milestone Shares | (81,190) | |
Ending balance | $ 0 | $ 5,033 |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit) - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Jul. 08, 2021 | Jul. 06, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Jun. 22, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||||||
Common stock shares authorized | 300,000,000 | 50,500,000 | ||||
Temporary equity shares authorized | 42,066,830 | |||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock shares voting rights | one | |||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 0 | |||
Total shares authorized | 310,000,000 | |||||
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common Shares Authorized | 300,000,000 | 50,500,000 | ||||
Common Stock Par Value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common Stock Warrants [Member] | ||||||
Class of Stock [Line Items] | ||||||
Class of Warrant or Right, Outstanding | 0 | 385,693 | ||||
Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock shares authorized | 300,000,000 | |||||
Stock issued during the period, shares | 11,499,998 | |||||
Common Shares Authorized | 300,000,000 | |||||
Stock Issued During Period Shares Cashless Common Stock Warrants Exercised | 178,847 | |||||
Common Stock [Member] | Common Stock Warrants [Member] | ||||||
Class of Stock [Line Items] | ||||||
Class of warrants or right exercise price per share | $ 4.47 | |||||
Stock Issued During Period Shares Cashless Common Stock Warrants Exercised | 178,847 | |||||
Class of Warrant or Right, Outstanding | 248,247 | 0 | ||||
IPO [Member] | ||||||
Class of Stock [Line Items] | ||||||
Sale of stock, number of shares issued in transaction | 9,999,999 | |||||
Underwriting shares | 1,499,999 | |||||
Sale of stock, price per share | $ 16 | |||||
underwriting discounts and commissions and other offering expenses | $ 15.4 | |||||
Sale of stock, consideration received on transaction | $ 168.6 | |||||
Warrant Exercise [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock issued during the period, shares | 137,446 | |||||
Class of warrants or right exercise price per share | $ 4.47 | |||||
Series A Redeemable Convertible Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Temporary equity shares authorized | 711,203 | |||||
Series A-1 Redeemable Convertible Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Temporary equity shares authorized | 11,898,177 | |||||
Class of warrants or right exercise price per share | $ 2.794 | |||||
Series B Redeemable Convertible Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Temporary equity shares authorized | 29,457,450 |
Stockholders' Equity (Deficit_3
Stockholders' Equity (Deficit) - Summary of Outstanding Warrants to Purchase the Company's Common Stock (Detail) - Common Stock Warrants [Member] - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Class of Warrant or Right [Line Items] | ||
Total Warrants | 0 | 385,693 |
Warrants issued in 2014 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Exercise Price | $ 4.47 | |
Total Warrants | 83,726 | |
Warrants issued in 2015 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Exercise Price | $ 4.47 | |
Expiration Dates | Jun. 30, 2025 | |
Total Warrants | 209,690 | |
Warrants issued in 2016 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Exercise Price | $ 4.47 | |
Expiration Dates | Jun. 30, 2025 | |
Total Warrants | 34,396 | |
Warrants issued in 2017 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Exercise Price | $ 4.47 | |
Expiration Dates | Jun. 30, 2025 | |
Total Warrants | 57,881 | |
Minimum [Member] | Warrants issued in 2014 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Expiration Dates | Mar. 21, 2024 | |
Maximum [Member] | Warrants issued in 2014 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Expiration Dates | Jun. 30, 2025 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2021 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Fair value of a share of common stock | $ 0.83 | |||
Share based compensation by share based payment arrangement contractual term | 10 years | |||
Share based compensation by share based payment arrangement unrecognized compensation costs non vested options | $ 4,700 | $ 4,700 | ||
Share based compensation by share based payment arrangement unrecognized compensation costs weighted aveage period of recognition | 3 years | |||
Weighted average grant date fair value of options granted | $ 1.93 | |||
Stock options outstanding, Shares | 3,835,618 | 3,835,618 | 1,001,517 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 54,000 | |||
Stock Options Granted Before December 31, 2017 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share based compensation by share based payment arrangement contractual term | 10 years | |||
2013 Amended And Restated Stock Performance Plan [Member] | Stock Options Granted Before December 31, 2017 [Member] | Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share based compensation by share based payment arrangement vesting period | 3 months | |||
2013 Amended And Restated Stock Performance Plan [Member] | Stock Options Granted Before December 31, 2017 [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share based compensation by share based payment arrangement vesting period | 24 months | |||
2021 Equity Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares available for future grant | 3,857,481 | 3,857,481 | 7,698,282 | |
Share based compensation arrangement by share based payment award Cumulative annual increase in common stock shares reserved for issuance, percentage | 5.00% | |||
Share based compensation arrangement by share based payment award number of shares authorized | 4,217,104 | 4,217,104 | ||
2021 Equity Incentive Plan [Member] | New Shares [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares available for future grant | 3,550,000 | |||
2021 Equity Incentive Plan [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Maximum threshold common stock issuable on exercise of incentive stock options | 12,000,000 | |||
Employee Stock Purchase Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share based compensation arrangement by share based payment award Cumulative annual increase in shares reserved for issuance, percentage | 1.00% | |||
Share based compensation arrangement by share based payment award shares of common stock outstanding maximum cumulative annual increase | 800,000 | |||
Stock issued during period shares employee stock purchase plans | 0 | |||
Employee Stock Purchase Plan [Member] | Employee Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock, capital shares reserved for future issuance | 375,000 | |||
Two Thousand And Thirteen Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares available for future grant | 667,104 | |||
Stock options outstanding, Shares | 3,475,995 | 3,475,995 | ||
2013 and 2021 Equity Incentive Plan [Member] | Stock Options Granted After December 31, 2017 [Member] | Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share based compensation by share based payment arrangement vesting period | 24 months | |||
2013 and 2021 Equity Incentive Plan [Member] | Stock Options Granted After December 31, 2017 [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share based compensation by share based payment arrangement vesting period | 36 months |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Assumptions Used for Valuation of Fair Value of Stock (Detail) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Black-Scholes Option-Pricing Model [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Risk-free interest rate, minimum | 0.40% | |
Risk-free interest rate, maximum | 1.30% | |
Expected volatility | 90.00% | |
Expected dividend yield | 0.00% | |
Common Stock Valuation [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Risk-free interest rate | 0.13% | |
Expected time to liquidity event in years | 2 years | |
Expected volatility | 90.00% | |
Expected dividend yield | 0.00% | |
Minimum [Member] | Black-Scholes Option-Pricing Model [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Expected term in years | 5 years 3 months 18 days | |
Maximum [Member] | Black-Scholes Option-Pricing Model [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Expected term in years | 6 years 1 month 6 days |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock Option Activity (Detail) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Beginning balance, Stock Options | shares | 1,001,517 |
Options granted, Stock Options | shares | 2,839,284 |
Stock options exercised, Stock Options | shares | (5,183) |
Ending balance, Stock Options | shares | 3,835,618 |
Vested and exercisable, Stock Options | shares | 1,004,510 |
Beginning balance, Weighted Average Exercise Price | $ / shares | $ 1.13 |
Options granted, Weighted Average Exercise Price | $ / shares | 2.99 |
Options Exercised, Weighted Average Exercise Price | $ / shares | 2.85 |
Ending balance, Weighted Average Exercise Price | $ / shares | 2.51 |
Vested and exercisable, Weighted Average Exercise Price | $ / shares | $ 1.56 |
Weighted Average Remaining Contractual Life (in years) | 8 years 6 months |
Vested and exercisable, Weighted Average Remaining Contractual Life (in years) | 6 years 10 months 24 days |
Ending balance, Aggregate Intrinsic Value | $ | $ 19,458 |
Vested and exercisable, Aggregate Intrinsic Value | $ | $ 5,523 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Share-Based Compensation Expense Related to Stock Options (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | $ 922 | $ 154 |
General and Administrative [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | 690 | 103 |
Research and Development [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | $ 232 | $ 51 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Expense (Benefit) | $ 0 | $ 0 |
Percentage limit for set off net operating loss carryforwards generation after two thousand seventeen | 80.00% | |
Tax credit forwards, limitations on use | These ownership changes may limit the amount of NOL and R&D credit carryforwards that can be used annually to offset future taxable income and tax, respectively. In general, an “ownership change” as defined by Section 382 of the Code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50% of the outstanding stock of a company by certain stockholders. | |
Tax Credit Carryforward, Description | the Company’s tax years from 2003 and after are subject to examination by the United States and state taxing authorities due to the carry forward of unused NOLs and R&D credits. | |
Research Tax Credit Carryforward [Member] | ||
Tax Credit Carryforward, Amount | $ 1,400,000 | |
Tax credit caryforward, expriration date | Dec. 31, 2023 | |
Domestic Tax Authority [Member] | ||
Deferred tax assets operating loss carryforwards, federal | $ 40,900,000 | |
Net operating loss carryforwards, expiration date | Dec. 31, 2028 | |
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | $ 6,400,000 | |
Operating Loss Carryforwards | $ 34,500,000 | |
State and Local Jurisdiction [Member] | ||
Net operating loss carryforwards, expiration date | Dec. 31, 2028 | |
Deferred Tax Assets, Operating Loss Carryforwards, State and Local | $ 49,500,000 |
Income Taxes - Summary of U.S.
Income Taxes - Summary of U.S. Statutory Federal Income Tax Rate to the Total Benefit for Income Taxes (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Statutory federal income tax rate | 21.00% | 21.00% |
State tax, net of federal benefit | 0.70% | 5.10% |
Change in fair value of tranche and warrant liabilities | (16.90%) | 1.70% |
Non-deductible expense | (0.10%) | |
R&D credit | (0.30%) | 4.10% |
Rate change | (0.20%) | |
Other | 0.10% | |
Change in valuation allowance | (4.30%) | (31.90%) |
Income tax provision (benefit) | 0.00% | 0.00% |
Income Taxes - Significant Comp
Income Taxes - Significant Components of the Company's Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Components of Deferred Tax Assets and Liabilities [Abstract] | ||
Net operating loss | $ 10,819 | $ 6,354 |
R&D credit | 1,381 | 1,681 |
Stock compensation | 263 | 85 |
Accruals and other temporary differences | 58 | |
Gross deferred tax assets | 12,521 | 8,120 |
Depreciation | (1) | |
Valuation allowance | (12,520) | (8,120) |
Deferred tax assets, net of allowance | $ 0 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - New Operating Sublease [Member] - USD ($) | 8 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2021 | Feb. 01, 2021 | |
Other Commitments [Line Items] | |||
Operating sublease monthly rent minimum | $ 12,719 | ||
Term of operating sublease | 31 months | ||
Operating sublease minimum rent obligation over the remaining term | $ 255,000 | ||
Lease Expiration Date | Aug. 30, 2023 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Future Minimum Lease Payments (Detail) - New Operating Sublease [Member] $ in Thousands | Dec. 31, 2021USD ($) |
Other Commitments [Line Items] | |
Year ended December 31, 2022 | $ 153 |
Year ended December 31, 2023 | 102 |
Total | $ 255 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Dilutive Securities Not Included in the Diluted Net Loss Per Common Share (Detail) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Conversion of stock, shares converted | 3,835,618 | 21,711,855 |
Exercise of Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Conversion of stock, shares converted | 3,835,618 | 1,001,517 |
Series A Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Conversion of stock, shares converted | 0 | 477,297 |
Series A1 Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Conversion of stock, shares converted | 0 | 7,537,879 |
Series B Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Conversion of stock, shares converted | 0 | 11,862,043 |
Common stock warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Conversion of stock, shares converted | 0 | 385,693 |
Preferred stock warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Conversion of stock, shares converted | 0 | 447,426 |