Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 07, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-36483 | ||
Entity Registrant Name | Viridian Therapeutics, Inc./DE | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 47-1187261 | ||
Entity Address, Address Line One | 221 Crescent Street, Suite 401 | ||
Entity Address, City or Town | Waltham | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 02453 | ||
City Area Code | (617) | ||
Local Phone Number | 272-4600 | ||
Title of 12(b) Security | Common Stock, $0.01 par value per share | ||
Trading Symbol | VRDN | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 157.4 | ||
Entity Common Stock, Shares Outstanding (in share) | 25,913,229 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement for the 2022 annual meeting of shareholders (the “2022 Proxy Statement”) are incorporated herein by reference in Part III of this Annual Report on Form 10-K where indicated. The 2022 Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2021. | ||
Entity Central Index Key | 0001590750 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Firm ID | 185 |
Auditor Name | KPMG LLP |
Auditor Location | Boulder, Colorado |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 42,299 | $ 45,897 |
Short-term investments | 154,666 | 81,742 |
Prepaid expenses and other current assets | 2,747 | 1,972 |
Unbilled revenue - related party | 451 | 0 |
Total current assets | 200,163 | 129,611 |
Property and equipment, net | 375 | 309 |
Operating lease right-of-use asset, net | 1,680 | 478 |
Other assets - related party | 0 | 856 |
Other assets | 1,491 | 1 |
Total assets | 203,709 | 131,255 |
Current liabilities: | ||
Accounts payable | 2,329 | 670 |
Accrued liabilities | 11,018 | 9,703 |
Current portion of deferred revenue - related party | 289 | 301 |
Total current liabilities | 13,636 | 10,674 |
Other liabilities - related party | 1,149 | 501 |
Other liabilities | 1,208 | 43 |
Total liabilities | 15,993 | 11,218 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Common stock, $0.01 par value; 200,000,000 shares authorized; 23,924,004 and 4,231,135 shares issued and outstanding at December 31, 2021 and 2020, respectively | 239 | 42 |
Additional paid-in capital | 412,101 | 218,089 |
Accumulated other comprehensive loss | (157) | (8) |
Accumulated deficit | (358,300) | (278,887) |
Total stockholders’ equity | 187,716 | 120,037 |
Total liabilities and stockholders’ equity | 203,709 | 131,255 |
Series A Preferred Stock, as converted to shares of common stock | ||
Stockholders’ equity: | ||
Preferred stock | 118,164 | 180,801 |
Series B Preferred Stock, as converted to shares of common stock | ||
Stockholders’ equity: | ||
Preferred stock | $ 15,669 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, shares authorized (in shares) | 5,000,000 | |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 23,924,004 | 4,231,135 |
Common stock, shares outstanding (in shares) | 23,924,004 | 4,231,135 |
Series A Preferred Stock, as converted to shares of common stock | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 435,000 | 435,000 |
Preferred stock, shares issued (in shares) | 260,437 | 398,487 |
Preferred stock outstanding (in shares) | 260,437 | 398,487 |
Series B Preferred Stock, as converted to shares of common stock | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 500,000 | 500,000 |
Preferred stock, shares issued (in shares) | 23,126 | 0 |
Preferred stock outstanding (in shares) | 23,126 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue: | ||
Total revenue | $ 2,963 | $ 1,050 |
Operating expenses: | ||
Research and development | 56,886 | 28,304 |
General and administrative | 25,805 | 13,265 |
Acquired in-process research and development | 0 | 69,861 |
Total operating expenses | 82,691 | 111,430 |
Loss from operations | (79,728) | (110,380) |
Other income (expense): | ||
Interest and other income | 318 | 173 |
Interest and other expense | (3) | (508) |
Net loss | (79,413) | (110,715) |
Change in unrealized loss on investments | (149) | (8) |
Comprehensive loss | (79,562) | (110,723) |
Net loss | (79,413) | (110,715) |
Net loss | $ (79,413) | $ (110,715) |
Net loss per share, basic (in dollars per share) | $ (6.66) | $ (31.13) |
Net loss per share, diluted (in dollars per share) | $ (6.66) | $ (31.13) |
Weighted-average shares used to compute basic net loss per share (in shares) | 11,918,712 | 3,557,065 |
Weighted-average shares used to compute diluted net loss per share (in shares) | 11,918,712 | 3,557,065 |
Collaboration revenue | ||
Revenue: | ||
Total revenue | $ 2,963 | $ 735 |
Grant revenue | ||
Revenue: | ||
Total revenue | $ 0 | $ 315 |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Total revenue | $ 2,963 | $ 1,050 |
Affiliated Entity | ||
Total revenue | $ 2,963 | $ 54 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Public offering | 2019 Stock purchase agreement | At-the-market offering | Adjustment From Adoption of ASC 842 | Preferred Stock | Preferred StockSeries A Preferred Stock, as converted to shares of common stock | Preferred StockSeries A Preferred Stock, as converted to shares of common stockPublic offering | Preferred StockSeries B Preferred Stock, as converted to shares of common stock | Preferred StockSeries B Preferred Stock, as converted to shares of common stockPublic offering | Common Stock | Common StockPublic offering | Common Stock2019 Stock purchase agreement | Common StockAt-the-market offering | Additional Paid-in Capital | Additional Paid-in CapitalPublic offering | Additional Paid-in Capital2019 Stock purchase agreement | Additional Paid-in CapitalAt-the-market offering | Accumulated Other Comprehensive Gain (Loss) | Accumulated Deficit | Accumulated DeficitAdjustment From Adoption of ASC 842 |
Beginning balance (in shares) at Dec. 31, 2019 | 0 | 0 | 2,324,126 | ||||||||||||||||||
Beginning balance at Dec. 31, 2019 | $ 15,754 | $ (3) | $ 0 | $ 0 | $ 23 | $ 183,900 | $ 0 | $ (168,169) | $ (3) | ||||||||||||
Stockholders’ deficit | |||||||||||||||||||||
Issuance of common stock, net of issuance cost (in shares) | 195,290 | 1,000,000 | 412,187 | 65,004 | |||||||||||||||||
Issuance of common stock, net of issuance cost | $ 99,989 | $ 8,786 | $ 670 | $ 86,122 | $ 10 | $ 4 | $ 1 | $ 13,857 | $ 8,782 | $ 669 | |||||||||||
Issuance of common stock under license agreement (in shares) | 322,407 | ||||||||||||||||||||
Issuance of common stock under license agreement | 6,000 | $ 3 | 5,997 | ||||||||||||||||||
Issuance of preferred and common stock upon acquisition of Viridian (in shares) | 203,197 | 72,131 | |||||||||||||||||||
Issuance of preferred and common stock upon acquisition of Viridian | 95,361 | $ 94,682 | $ 1 | 678 | |||||||||||||||||
Adjustment for fractional shares resulting from reverse stock split and acquisition of Viridian (in shares) | 2,756 | ||||||||||||||||||||
Adjustment for fractional shares resulting from reverse stock split and acquisition of Viridian | (47) | $ (3) | (44) | ||||||||||||||||||
Issuance of common stock upon exercise of warrants (in shares) | 33,333 | ||||||||||||||||||||
Issuance of common stock upon exercise of warrants | 550 | 550 | |||||||||||||||||||
Issuance of common stock for cash upon the exercise of stock options under equity incentive plans (in shares) | 2,203 | ||||||||||||||||||||
Issuance of common stock for cash upon the exercise of stock options under equity incentive plans | 29 | 29 | |||||||||||||||||||
Issuance of common stock for cash under employee stock purchase plan (in shares) | 2,500 | ||||||||||||||||||||
Issuance of common stock for cash under employee stock purchase plan | 26 | 26 | |||||||||||||||||||
Share-based compensation expense | 3,629 | 3,629 | |||||||||||||||||||
Employee stock purchase plan expense | 16 | 16 | |||||||||||||||||||
Change in unrealized loss on investments | (8) | (8) | |||||||||||||||||||
Net loss | (110,715) | (110,715) | |||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 398,487 | 0 | 4,231,135 | ||||||||||||||||||
Ending balance at Dec. 31, 2020 | 120,037 | $ 180,801 | $ 0 | $ 42 | 218,089 | (8) | (278,887) | ||||||||||||||
Stockholders’ deficit | |||||||||||||||||||||
Issuance of common stock, net of issuance cost (in shares) | 23,126 | 7,344,543 | 2,551,269 | ||||||||||||||||||
Issuance of common stock, net of issuance cost | $ 90,476 | $ 32,449 | $ 15,669 | $ 73 | $ 26 | $ 74,734 | $ 32,423 | ||||||||||||||
Issuance of common stock under license agreement (in shares) | 394,737 | ||||||||||||||||||||
Issuance of common stock under license agreement | 7,500 | $ 4 | 7,496 | ||||||||||||||||||
Issuance of common stock upon exercise of warrants (in shares) | 77,871 | ||||||||||||||||||||
Issuance of common stock upon exercise of warrants | 1,285 | $ 1 | 1,284 | ||||||||||||||||||
Issuance of common stock for cash upon the exercise of stock options under equity incentive plans (in shares) | 106,831 | ||||||||||||||||||||
Issuance of common stock for cash upon the exercise of stock options under equity incentive plans | 1,027 | $ 1 | 1,026 | ||||||||||||||||||
Issuance of common stock upon the vesting of restricted stock units (in shares) | 10,574 | ||||||||||||||||||||
Issuance of common stock for cash under employee stock purchase plan (in shares) | 3,312 | ||||||||||||||||||||
Issuance of common stock for cash under employee stock purchase plan | 39 | 39 | |||||||||||||||||||
Issuance of common stock upon the conversion of convertible preferred stock (in shares) | (138,050) | 9,203,732 | |||||||||||||||||||
Issuance of common stock upon the conversion of convertible preferred stock | 0 | $ (62,637) | $ 92 | 62,545 | |||||||||||||||||
Share-based compensation expense | 14,442 | 14,442 | |||||||||||||||||||
Employee stock purchase plan expense | 23 | 23 | |||||||||||||||||||
Change in unrealized loss on investments | (149) | (149) | |||||||||||||||||||
Net loss | (79,413) | (79,413) | |||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 260,437 | 23,126 | 23,924,004 | ||||||||||||||||||
Ending balance at Dec. 31, 2021 | $ 187,716 | $ 118,164 | $ 15,669 | $ 239 | $ 412,101 | $ (157) | $ (358,300) | ||||||||||||||
Stockholders’ deficit | |||||||||||||||||||||
Debt issuance costs | $ 1,291 | $ 5,983 | $ 1,004 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Parenthetical) $ in Thousands | Dec. 31, 2021USD ($) |
Common Stock | Public offering | |
Debt issuance costs | $ 5,983 |
Common Stock | At-the-market offering | |
Debt issuance costs | 1,004 |
Series B Preferred Stock | Preferred Stock | Public offering | |
Debt issuance costs | $ 1,291 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (79,413) | $ (110,715) |
Adjustments to reconcile net loss to net cash (used in) operating activities: | ||
Non-cash portion of acquired IPR&D | 0 | 65,990 |
Issuance of common stock under license agreement | 7,500 | 6,000 |
Share-based compensation expense | 14,465 | 3,645 |
Amortization of financing issuance costs | 87 | 281 |
Non-cash interest expense | 0 | 263 |
Depreciation and amortization | 120 | 239 |
Amortization of premiums and discounts on available-for-sale securities | 965 | 56 |
Realized gain on investments | (4) | 0 |
Loss on sale of equipment | 77 | 0 |
Cash acquired in acquisition of Private Viridian | 0 | 35 |
Non-cash lease expenses | (102) | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (1,496) | (159) |
Accounts payable | 1,655 | (426) |
Accrued and other liabilities | 1,380 | 5,012 |
Unbilled revenue | (451) | 0 |
Deferred revenue | 636 | 0 |
Net cash used in operating activities | (54,581) | (29,779) |
Cash flows from investing activities: | ||
Purchases of short-term investments | (188,431) | (81,807) |
Proceeds from sale of short-term investments | 67,538 | 0 |
Cash acquired in acquisition of Private Viridian | 0 | 29,371 |
Proceeds from maturities of short-term investments | 46,860 | 2,000 |
Proceeds from sale of property and equipment | 79 | 0 |
Purchases of property and equipment, net | (338) | (42) |
Other | 0 | (3) |
Net cash used in investing activities | (74,292) | (50,481) |
Cash flows from financing activities: | ||
Proceeds from the sale of common stock, the 2021 Public Offering and April 2021 ATM | 114,242 | 0 |
Proceeds from the exercise of warrants | 1,285 | 0 |
Proceeds from issuance of common stock for exercised stock options | 1,027 | 0 |
Proceeds from stock purchases under employee stock purchase plan | 39 | 0 |
Payments of principal of notes payable | 0 | (10,293) |
Proceeds from the issuance of notes payable | 0 | 1,726 |
Fractional share payment – reverse split | 0 | (44) |
Net cash provided by financing activities | 125,275 | 101,311 |
Net increase (decrease) in cash and cash equivalents | (3,598) | 21,051 |
Cash and cash equivalents at beginning of period | 45,897 | 24,846 |
Cash and cash equivalents at end of period | 42,299 | 45,897 |
Supplemental disclosure of cash flow information | ||
Interest paid | 0 | 267 |
Supplemental disclosure of non-cash investing and financing activities | ||
Purchase of property and equipment in accounts payable and accrued liabilities | 4 | 0 |
Amortization of public offering costs | 87 | 32 |
Series B Preferred Stock, as converted to shares of common stock | ||
Cash flows from financing activities: | ||
Proceeds from sale and issuance of preferred stock | 16,960 | 0 |
Series A Preferred Stock, as converted to shares of common stock | ||
Cash flows from financing activities: | ||
Proceeds from sale and issuance of preferred stock | 0 | 90,997 |
Series A Convertible Preferred Stock | ||
Cash flows from financing activities: | ||
Payment of issuance costs associated with preferred stock and common stock and warrants | (1,291) | (4,875) |
Common Stock | ||
Cash flows from financing activities: | ||
Payment of issuance costs associated with preferred stock and common stock and warrants | (6,987) | (1,304) |
Warrant | ||
Cash flows from financing activities: | ||
Proceeds from the sale of common stock, the 2021 Public Offering and April 2021 ATM | $ 0 | $ 25,104 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | DESCRIPTION OF BUSINESS Viridian Therapeutics, Inc., a Delaware corporation (the “Company” or “Viridian”), is a biotechnology company advancing new treatments for patients suffering from serious diseases that are underserved by today’s therapies. The Company’s most advanced program, VRDN-001, is a differentiated monoclonal antibody targeting insulin-like growth factor-1 receptor (“IGF-1R”), a clinically and commercially validated target for the treatment of thyroid eye disease (“TED”). The Company’s second product candidate, VRDN-002, is a distinct anti-IGF-1R antibody that incorporates half-life extension technology, and is designed to support administration as a convenient, low-volume, subcutaneous injection. TED is a debilitating autoimmune disease that causes inflammation and fibrosis within the orbit of the eye which can cause double vision, pain, and potential blindness. Patients with severe disease often require multiple remedial surgeries to the orbit, eye muscles and eyelids. The Company’s second product candidate, VRDN-002, is a distinct anti-IGF-1R antibody that incorporates half-life extension technology, and is designed to support administration as a convenient, low-volume, subcutaneous injection. Agreement and Plan of Merger On October 27, 2020, the Company acquired a private company, Viridian Therapeutics, Inc. (“Private Viridian”) in accordance with the terms of the Agreement and Plan of Merger, dated October 27, 2020 (the “Merger Agreement”). Pursuant to the Merger Agreement, Oculus Merger Sub I, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“First Merger Sub”), merged with and into Private Viridian, pursuant to which Private Viridian was the surviving corporation and became a wholly-owned subsidiary of the Company (the “First Merger”). Immediately following the First Merger, Private Viridian merged with and into Oculus Merger Sub II, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Second Merger Sub”), pursuant to which Second Merger Sub was the surviving entity (together with the First Merger, the “Merger”). The Merger is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes. On October 27, 2020, the Company completed a short-form merger under which the Second Merger Sub merged with Viridian Therapeutics, Inc (then Miragen Therapeutics, Inc.) pursuant to which Viridian Therapeutics, Inc. was the surviving entity. Under the terms of the Merger Agreement, at the closing of the Merger, the Company issued 72,131 shares of the Company’s common stock (“Common Stock”) and 203,197 shares of Series A Non-Voting Convertible Preferred Stock (the “Series A Preferred Stock”) to securityholders of Private Viridian. Each share of Series A Preferred Stock is convertible into 66.67 shares of common stock, subject to certain conditions described below. November 2021 Open Market Sale Agreement On November 8, 2021, the Company entered into an Open Market Sale Agreement SM (the “November 2021 ATM Agreement”) with Jefferies LLC (“Jefferies”), relating to shares of its common stock. In accordance with the terms of the November 2021 ATM Agreement, the Company may offer and sell shares of its common stock having an aggregate offering price of up to $75.0 million from time to time at prices and on terms to be determined by market conditions at the time of offering, with Jefferies acting as its sales agent. Jefferies will receive a commission of 3.0% of the gross proceeds of any shares of common stock sold under the November 2021 ATM Agreement. As of December 31, 2021, no shares have been sold under the November 2021 ATM Agreement with Jefferies. Liquidity The accompanying consolidated financial statements have been prepared on a basis that assumes the Company is a going concern and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from any uncertainty related to its ability to continue as a going concern. The Company has funded its operations to date principally through proceeds received from the sale of the Company’s Common Stock, its Series A Preferred Stock, Series B Preferred Stock, and other equity securities, debt financings, license fees, and reimbursements received under collaboration agreements. Since its inception and through December 31, 2021, the Company has generated an accumulated deficit of $358.3 million. The Company expects to continue to generate operating losses in the foreseeable future. The Company has no products approved for commercial sale, has not generated any revenue from product sales, and cannot guarantee when or if it will generate any revenue from product sales. Substantially all of the Company’s operating losses resulted from expenses incurred in connection with its research and development programs and from general and administrative costs associated with its operations. The Company expects to incur significant expenses and operating losses for at least the next several years as it continues the development of, and seeks regulatory approval for, its product candidates. It is expected that operating losses will fluctuate significantly from quarter to quarter and year to year due to timing of development programs and efforts to achieve regulatory approval. As of December 31, 2021, the Company had approximately $197.0 million in cash, cash equivalents, and short-term investments. As of the issuance date of these consolidated financial statements, the Company expects that its current resources will be sufficient to fund its operating expenses and capital expenditure requirements for at least the next twelve months from the issuance date of these financial statements. The Company will continue to require additional capital in order to continue to finance its operations. The amount and timing of future funding requirements will depend on many factors, including the pace and results of the Company’s clinical development efforts, equity financings, entering into license and collaboration agreements, and issuing debt or other financing vehicles. The Company’s ability to secure additional capital is dependent upon a number of factors, some of which are outside of the Company’s control, including success in developing its technology and drug product candidates, operational performance, and market conditions, including resulting from the ongoing COVID-19 pandemic. Failure to raise capital as and when needed, on favorable terms or at all, would have a negative impact on the Company’s financial condition and its ability to develop its product candidates. Changing circumstances may cause the Company to consume capital significantly faster or slower than currently anticipated. If the Company is unable to acquire additional capital or resources, it will be required to modify its operational plans. The estimates included herein are based on assumptions that may prove to be wrong, and the Company could exhaust its available financial resources sooner than currently anticipated. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Viridian Therapeutics Europe Limited and Viridian Therapeutics S.à.r.l., both of which were formed for the sole purpose of submitting regulatory filings in Europe, and Viridian Securities Corporation, which was formed in July 2021. The Company’s subsidiaries have no employees or operations. The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position, results of operations, and cash flows for the periods presented. All significant intercompany balances have been eliminated in consolidation. The Company’s management performed an evaluation of its activities through the date of filing of these consolidated financial statements and concluded that there are no subsequent events requiring disclosure, other than as disclosed. Risk and Uncertainties – Impact of the COVID-19 Pandemic The Company is subject to risks and uncertainties as a result of the ongoing COVID-19 pandemic. The virus continues to spread globally and the impact of this pandemic has been and may continue to be extensive in many aspects of society, which has resulted in and will likely continue to result in significant disruptions to the global economy, as well as businesses and capital markets around the world. The spread of COVID-19 has caused the Company to modify its business practices, including implementing a work-from-home policy for all employees who are able to perform their duties remotely and restricting all nonessential travel, and it expects to continue to take actions as may be required or recommended by government authorities or as the Company determines are in the best interests of its employees, the patients it serves, and other business partners in light of COVID-19. Potential impacts to the Company’s business include temporary closures of its facilities or those of its vendors, disruptions or restrictions on its employees’ ability to travel, disruptions to or delays in ongoing laboratory experiments and operations, and the potential diversion of healthcare resources away from the conduct of clinical trials to focus on pandemic concerns, manufacturing delays or disruptions, and its ability to raise capital. As of December 31, 2021, there have been no material impacts to the Company as a result of the COVID-19 pandemic. The Company continually assesses the impacts of COVID-19 and the extent to which the pandemic may materially impact the Company’s financial condition, liquidity, or results of operations in the future is uncertain. Going Concern At each reporting period, the Company evaluates whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company is required to make certain additional disclosures if it concludes substantial doubt exists and it is not alleviated by the Company’s plans or when its plans alleviate substantial doubt about the Company’s ability to continue as a going concern. The Company’s evaluation entails, among other things, analyzing the results of the Company’s clinical development efforts, license and collaboration agreements as well as the entity’s current financial condition including conditional and unconditional obligations anticipated within a year, and related liquidity sources at the date the financial statements are issued. This is reflected in the Company’s prospective operating budgets and forecasts and compared to the current cash, cash equivalents and short-term investments balance. Use of Estimates The Company’s consolidated financial statements are prepared in accordance with U.S. GAAP, which requires it to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the accrual for clinical trial costs and other outsourced research and development expenses, and the valuation of share-based awards. Although these estimates are based on the Company’s knowledge of current events and actions it may take in the future, actual results may ultimately differ from these estimates and assumptions. Revenue Recognition The Company accounts for revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). The Company enters into collaboration agreements and certain other agreements that are within the scope of ASC 606, under which the Company licenses, may license, or grants an option to license rights to certain of the Company’s product candidates and performs research and development services in connection with such agreements. The terms of these agreements typically include payment of one or more of the following: non-refundable, up-front fees; reimbursement of research and development costs; developmental, clinical, regulatory, and commercial sales milestone payments; and royalties on net sales of licensed products. In accordance with ASC 606, the Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine the appropriate amount of revenue to be recognized, for agreements within the scope of ASC 606, the Company performs the following five steps: (i) identification of the goods or services within the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct within the terms of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the identified performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect consideration it is entitled to in exchange for the goods or services it transfers to the customer. The promised goods or services in the Company’s agreements typically consist of a license, or option to license, rights to the Company’s intellectual property or research and development services. Performance obligations are promises in a contract to transfer a distinct good or service to the customer and are considered distinct when (i) the customer can benefit from the good or service on its own or together with other readily available resources and (ii) the promised good or service is separately identifiable from other promises in the contract. In assessing whether promised goods or services are distinct, the Company considers factors such as the stage of development of the underlying intellectual property, the capabilities of the customer to develop the intellectual property on its own or whether the required expertise is readily available, and whether the goods or services are integral or dependent to other goods or services in the contract. The Company estimates the transaction price based on the amount expected to be received for transferring the promised goods or services in the contract. The consideration may include fixed consideration or variable consideration. At the inception of each agreement that includes variable consideration, the Company evaluates the amount of potential payment and the likelihood that the payments will be received. The Company utilizes either the most likely amount method or expected value method to estimate the amount expected to be received based on which method best predicts the amount expected to be received. The amount of variable consideration that is included in the transaction price may be constrained and is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. The Company’s contracts often include development and regulatory milestone payments that are assessed under the most likely amount method and constrained if it is probable that a significant revenue reversal would occur. Milestone payments that are not within the Company’s control or the licensee’s control, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. At the end of each reporting period, the Company re-evaluates the probability of achievement of such development and clinical milestones and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect collaboration and other research and development revenue in the period of adjustment. For agreements that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any royalty revenue resulting from any of the Company’s collaboration or strategic alliance agreements. The Company allocates the transaction price based on the estimated standalone selling price. The Company must develop assumptions that require judgment to determine the stand-alone selling price for each performance obligation identified in the contract. The Company utilizes key assumptions to determine the stand-alone selling price, which may include other comparable transactions, pricing considered in negotiating the transaction, and the estimated costs. Variable consideration is allocated specifically to one or more performance obligations in a contract when the terms of the variable consideration relate to the satisfaction of the performance obligation and the resulting amounts allocated are consistent with the amounts the Company would expect to receive for the satisfaction of each performance obligation. The consideration allocated to each performance obligation is recognized as revenue when control is transferred for the related goods or services. For performance obligations which consist of licenses and other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. The Company receives payments from its customers based on billing schedules established in each contract. Up-front payments and fees are recorded as deferred revenue upon receipt or when due until the Company performs its obligations under these arrangements. Amounts are recorded as accounts receivable when the Company’s right to consideration is unconditional. Research and Development Research and development costs are expensed as incurred in performing research and development activities. The costs include employee-related expense including salaries, benefits, share-based compensation, restructuring charges, fees for acquiring and maintaining licenses under third-party license agreements, consulting fees, market research, costs of research and development activities conducted by third parties on the Company’s behalf, costs to manufacture or have manufactured clinical trial materials, laboratory supplies, depreciation, and facilities and overhead costs. The Company records research and development expense in the period in which the Company receives or takes ownership of the applicable goods or when the applicable services are performed. In circumstances where amounts have been paid in excess of costs incurred, the Company records a prepaid expense. The Company records up-front and milestone payments to acquire and retain contractual rights to licensed technology as research and development expenses when incurred if there is uncertainty in the Company receiving future economic benefit from the acquired contractual rights. The Company considers future economic benefits from acquired contractual rights to licensed technology to be uncertain until such a drug candidate is approved for sale by the U.S. Food and Drug Administration or when other significant risk factors are abated. Clinical Trial and Preclinical Study Accruals The Company makes estimates of accrued expenses as of each balance sheet date in its consolidated financial statements based on certain facts and circumstances at that time. The Company’s accrued expenses for clinical trials and preclinical studies are based on estimates of costs incurred for services provided by clinical research organizations, manufacturing organizations, and other providers. Payments under the Company’s agreements with external service providers depend on a number of factors, such as site initiation, patient screening, enrollment, delivery of reports, and other events. In accruing for these activities, the Company obtains information from various sources and estimates the level of effort or expense allocated to each period. Adjustments to the Company’s research and development expenses may be necessary in future periods as its estimates change. Acquired In-Process Research and Development The Company measures and recognizes asset acquisitions that are not deemed to be business combinations based on the cost to acquire the assets, which includes transaction costs. Goodwill is not recognized in asset acquisitions. In an asset acquisition, the cost allocated to acquire in-process research and development (“IPR&D”) with no alternative future use is charged to expense at the acquisition date. Refer to Note 3. Acquisition of Private Viridian for a more detailed description of the accounting policy utilized for the recent asset acquisition. Restructuring and Other Charges The Company accounts for exit or disposal activities in accordance with FASB ASC Topic 420, Exit or Disposal Cost Obligations ( “ ASC 420 ” ). A business restructuring is defined as an exit or disposal activity that includes, but is not limited to, a program that is planned and controlled by management and materially changes either the scope of a business or the manner in which that business is conducted. Business restructuring charges include (i) one-time termination benefits related to employee separations, (ii) contract termination costs, and (iii) other related costs associated with exit or disposal activities including. In 2020 and 2019, t he Company implemented two phases of a restructuring plan to streamline the organization, reduce costs, and direct resources to advance the Company’s primary operating goals in place at that time. The Company recognizes and measures a liability for one-time termination benefits, for which no future service is required, once the plan of termination meets all of the following criteria for an established communication date: (i) management commits to a plan of termination, (ii) the plan identifies the number of employees to be terminated and their job classifications or functions, locations, and the expected completion date, (iii) the plan establishes the terms of the benefit arrangement, and (iv) it is unlikely that significant changes to the plan will be made or the plan will be withdrawn. For one-time termination benefits for which future service is required, a liability is measured at the communication date based on its value as of the termination date and recognized ratably over the future service period. The Company recognizes and measures a liability for other related costs in the period in which the liability is incurred. Share-Based Compensation The Company accounts for share-based compensation expense to employees and non-employees based on their fair values on the date of the grant. The Company uses the Black-Scholes option pricing model to determine the fair value of stock options. The use of the Black-Scholes option-pricing model requires the Company to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. The Company recognizes share-based compensation expense for awards with service-based conditions using the straight-line method over the requisite service period, net of any actual forfeitures. Cash and Cash Equivalents All highly-liquid investments that have maturities of 90 days or less at the date of purchase are classified as cash equivalents. Cash equivalents are reported at cost, which approximates fair value due to the short maturities of these instruments. Investments The Company has designated its investments as available-for-sale securities and accounts for them at their respective fair values. The securities are classified as short-term or long-term based on the nature of the securities and their availability to meet current operating requirements. Securities that are readily available for use in current operations are classified as short-term available-for-sale securities and are reported as a component of current assets in the accompanying consolidated balance sheets. Securities that are classified as available-for-sale are measured at fair value, including accrued interest, with temporary unrealized gains and losses reported as a component of stockholders’ equity until their disposition. The Company reviews available-for-sale securities at the end of each period to determine whether they remain available-for-sale based on its then-current intent. The cost of securities sold is based on the specific identification method. The securities are subject to a periodic impairment review. An impairment charge would occur when a decline in the fair value of the investments below the cost basis is judged to be other-than-temporary. Fair Value Measurements Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of observable in puts. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. • Level 2 inputs utilizes observable inputs other than Level 1 prices, such as quoted prices, for similar assets or liabilities, quoted market 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 related assets or liabilities. • Level 3 inputs are unobservable data points for the asset or liability and include situations where there is little, if any, market activity for the asset or liability. Certain of the Company’s financial instruments are not measured at fair value on a recurring basis but are recorded at amounts that approximate their fair value due to the short-term nature of their maturities, such as cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses. The Company accounts for warrants to purchase its common stock pursuant to ASC Topic 470, Debt , and ASC Topic 480, Distinguishing Liabilities from Equity , and classifies warrants for common stock as liabilities or equity. The warrants classified as liabilities are reported at their estimated fair value (see Note 5. Investments and Fair Value Measurements ) and any changes in fair value are reflected in interest and other expense. The warrants classified as equity are reported at their estimated fair value with no subsequent remeasurement. The Company’s outstanding warrants are discussed in more detail in Note 11. Warrants . Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash equivalents, which include short-term investments that have maturities of less than three months. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts. The Company invests its excess cash primarily in deposits and money market funds held with one financial institution. Property and Equipment The Company carries its property and equipment at cost, less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally three Operating Lease Right-of-Use Asset The Company determines if an arrangement is, or contains, a lease at contract inception and during modifications or renewal of existing leases. Operating lease assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The Company’s existing operating lease assets and liabilities were recognized on January 1, 2020, the date of transition to Accounting Standards Update (“ASU”) No. 2016-02 , Leases (Topic 842) , and subsequent amendments to the initial guidance: ASU No. 2017-13, ASU No. 2018-10, and ASU No. 2018-11 (collectively, “ASC 842”). After January 1, 2020, the Company’s operating lease assets and liabilities are recognized at the commencement date of the lease based upon the present value of lease payments over the lease term. The lease payments used to determine the Company’s operating lease assets may include lease incentives, stated rent increases, and escalation clauses and are recognized in the Company’s operating lease assets in the Company’s consolidated balance sheets. The Company’s operating leases are reflected in operating lease right-of-use asset and operating lease liability within accrued and other liabilities in the Company’s consolidated balance sheets. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Short-term leases, defined as leases that have a lease term of 12 months or less at the commencement date, are excluded from this treatment and are recognized on a straight-line basis over the term of the lease. Refer to Note 9. Commitments and Contingencies - Lease Obligations for additional information related to the Company’s operating leases. Convertible Preferred Stock The Company records shares of non-voting convertible preferred stock at their respective fair values on the dates of issuance, net of issuance costs. The Company has applied the guidance in ASC 480-10-S99-3A, SEC Staff Announcement: Classification and Measurement of Redeemable Securities , and at issuance classified the Series A Preferred Stock outside of stockholders’ equity because, if convertibility of Series A Preferred Stock into common stock was not approved by the stockholders, the Series A Preferred Stock would be redeemable at the option of the holders for cash equal to the closing price of the common stock on last trading day prior to the holder’s redemption request. On December 31, 2020, the stockholders approved the convertibility of the Series A Preferred Stock into common stock and as such, the Company reclassified the Series A Preferred Stock to permanent equity. In September 2021, the Company issued Series B Preferred Stock with conversion rights which the Company has classified as permanent equity in its consolidated balance sheets. Impairment of Long-Lived Assets The Company assesses the carrying amount of its property and equipment whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. No impairment charges were recorded during the years ended December 31, 2021 and 2020. Net Loss per Share Basic net loss per share is calculated by dividing the net loss by the weighted average number of shares of common stock outstanding during the period without consideration of common stock equivalents. Since the Company was in a loss position for all periods presented, diluted net loss per share is the same as basic net loss per share for all periods, as the inclusion of all potential common shares outstanding is antidilutive. Comprehensive Loss Comprehensive loss is comprised of net loss and adjustments for the change in unrealized gains and losses on investments. Unrealized accumulated comprehensive gains or losses are reflected as a separate component in the consolidated statements of changes in stockholders’ equity. The Company had unrealized losses on investments of $0.1 million and $8 thousand during the years ended December 31, 2021 and 2020, respectively. Income Taxes The Company accounts for income taxes by using an asset and liability method of accounting for deferred income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is recorded to the extent it is more likely than not that a deferred tax asset will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. The Company’s significant deferred tax assets are for net operating loss carryforwards, tax credits, accruals and reserves, and capitalized start-up costs. The Company has provided a valuation allowance for its entire net deferred tax assets since inception as, due to its history of operating losses, the Company has concluded that it is more likely than not that its deferred tax assets will not be realized. The Company has no unrecognized tax benefits. The Company classifies interest and penalties arising from the underpayment of income taxes in the consolidated statements of operations and comprehensive loss as general and administrative expenses. No such expenses have been recognized during the years ended December 31, 2021 and 2020. Warrants Upon the issuance of warrants to purchase shares of common stock, the Company evaluates the terms of the warrant issue to determine the appropriate accounting and classification of the warrant issue pursuant to FASB ASC Topic 480, Distinguishing Liabilities from Equity , FASB ASC Topic 505, Equity , FASB ASC 815, Derivatives and Hedging , and ASC 718, Compensation - Stock Compensation . Warrants are classified as liabilities when the Company may be required to settle a warrant exercise in cash and classified as equity when the Company settles a warrant exercise in shares of its common stock. Liability-classified warrants are valued at fair value at the date of issue and at each reporting date pursuant to FASB ASC 820, Fair Value Measurement , and are reflected as a warrant liability on the Company’s consolidated balance sheets. Any changes in the warrant liability during each reporting period would be reflected as other expense in the consolidated statement of operations and comprehensive loss. Segment Information The Company operates in one operating segment and, accordingly, no segment disclosures have been presented herein. All equipment, leasehold improvements, and other fixed assets are physically located within the United States and all agreements with the Company’s partners are denominated in U.S. dollars, except where noted. Accounting Pronouncements – To Be Adopted From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that the Company adopts as of the specified effective date. The Company does not believe that the adoption of recently issued standards have or may have a material impact on the Company’s consolidated financial statements or disclosures. |
ACQUISITION OF PRIVATE VIRIDIAN
ACQUISITION OF PRIVATE VIRIDIAN | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITION OF PRIVATE VIRIDIAN | ACQUISITION OF PRIVATE VIRIDIAN On October 27, 2020, the Company completed its acquisition of Private Viridian in accordance with the terms of the Merger Agreement as discussed in Note 1. Description of Business. Under the terms of the Merger Agreement, the Company issued 72,131 shares of common stock and 203,197 shares of Series A Preferred Stock. Each share of Series A Preferred Stock is convertible into 66.67 shares of common stock, subject to certain conditions. The Company concluded that the acquisition of Private Viridian did not result in the acquisition of a business, as substantially all of the fair value of the non-monetary assets acquired was concentrated in a single identifiable asset, the exclusive license agreement with ImmunoGen, which includes the Company’s lead program VRDN-001. The Company determined that the cost to acquire the assets was $97.4 million, based on the fair value of the equity consideration issued and including direct costs of the acquisition of $2.0 million. The net assets acquired in connection with the Merger were recorded at their estimated fair values as of October 27, 2020, the date the Merger was completed. The following table summarizes the net assets acquired based on their estimated fair values as of October 27, 2020 (in thousands): Acquired IPR&D $ 69,861 Cash and cash equivalents 29,371 Accrued liabilities (1,843) Net acquired tangible assets $ 97,389 In the estimation of fair value of the asset purchase consideration, the Company used the carrying value of the cash and cash equivalents and accrued liabilities as the most reliable indicator of fair value based on the associated short-term nature of the balances. The remaining fair value was attributable to the acquired IPR&D. As the asset had not yet received regulatory approval in any territory, the cost attributable to the license agreement was expensed in the Company’s consolidated statements of operations and comprehensive loss for the year ended December 31, 2020, as the acquired IPR&D had no alternative future use, as determined by the Company in accordance with U.S. GAAP. |
COLLABORATION AGREEMENTS
COLLABORATION AGREEMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
COLLABORATION AGREEMENTS | COLLABORATION AGREEMENTS License Agreement with Zenas BioPharma In October 2020, Private Viridian entered a license agreement with Zenas BioPharma (Cayman) Limited (“Zenas BioPharma”) to license technology comprising certain materials, patent rights, and know-how to Zenas BioPharma. On October 27, 2020, in connection with the closing of the Private Viridian acquisition, the Company became party to the license agreement with Zenas BioPharma. Since February 2021, the Company has entered into several letter agreements with Zenas BioPharma pursuant to which the Company agreed to provide assistance to Zenas BioPharma with certain development activities, including manufacturing. The license agreement and subsequent letter agreements (collectively, the “Zenas Agreements”) were negotiated with a single commercial objective and are treated as a combined contract for accounting purposes. Under the terms of the Zenas Agreements, the Company granted Zenas BioPharma an exclusive license to develop, manufacture, and commercialize certain IGF-1R directed antibody products for non-oncology indications in the greater area of China. As consideration for the Zenas Agreements, the transaction price included upfront non-cash consideration and variable consideration in the form of payment for the Company’s goods and services and milestone payments due upon the achievement of specified events. Under the Zenas Agreements, the Company can receive non-refundable milestone payments upon achieving specific milestone events during the contract term. Additionally, the Company may receive royalty payments based on a percentage of the annual net sales of any licensed products sold on a country-by-country basis in the greater area of China. The royalty percentage may vary based on different tiers of annual net sales of the licensed products made. Zenas BioPharma is obligated to make royalty payments to the Company for the royalty term in the Zenas Agreements. The Zenas Agreements would qualify as a collaborative arrangement under the scope of Accounting Standards Codification, Topic 808, Collaborative Arrangements (“ASC 808”). While this arrangement is in the scope of ASC 808, the Company analogized to ASC 606 to account for certain aspects of this arrangement. The Company analogized to ASC 606 for certain activities within the arrangement associated with the Company’s transfer of a good or service (i.e., a unit of account) that is part of the Company’s ongoing major or central operations. The Company allocated the transaction price based on the relative estimated standalone selling prices of each performance obligation or, in the case of certain variable consideration, to one or more performance obligations. Research and development activities are priced generally at cost. The Company’s license of goods and services to Zenas BioPharma during the contract term was determined to be a single performance obligation satisfied over time. The Company will recognize the transaction price from the license agreement over the Company’s estimated period to complete its activities. At the inception of the arrangement, the Company evaluated whether the milestones were considered probable of being reached and estimated the amount to be included in the transaction price using the most likely amount method. As it was not probable that a significant revenue reversal would not occur, none of the associated milestone payments were included in the transaction price at contract inception. For the sales-based royalties included in the arrangement, the license was deemed to be the predominant item to which the royalties relate. The Company will recognize royalty revenues at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). During the years ended December 31, 2021 and 2020, the Company recognized $3.0 million and $54 thousand of collaboration revenue related to the Zenas Agreements, respectively. As of December 31, 2021, the Zenas Agreements are considered related party transactions because Fairmount Funds Management LLC beneficially owns more than 5% of the Company’s common stock and is also a 5% or greater stockholder of Zenas BioPharma and has a seat on Zenas BioPharma’s board of directors. Servier License and Collaboration Agreement In 2011, the Company entered into a license and collaboration agreement (the “Servier Collaboration Agreement”) with Les Laboratoires Servier and Institut de Recherches Servier (collectively, “Servier”) for the research, development, and commercialization of RNA-targeting therapeutics in cardiovascular disease. Under the Servier Collaboration Agreement, the Company granted Servier an exclusive license to research, develop, manufacture, and commercialize RNA-targeting therapeutics for certain microRNA targets in the cardiovascular field. During the period from receipt of notice from Servier in August 2019 and termination in February 2020, the Company completed certain activities under its development plan with Servier, which included finalizing two Phase 1 clinical trials of a legacy product candidate. The activities for which the Company was eligible for reimbursement under the Servier Collaboration Agreement were considered a research and development performance obligation and revenue was recognized in accordance with ASC 606 through the termination date. |
INVESTMENTS AND FAIR VALUE MEAS
INVESTMENTS AND FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
INVESTMENTS AND FAIR VALUE MEASUREMENTS | INVESTMENTS AND FAIR VALUE MEASUREMENTS Investments The Company’s investments consisted of the following as of December 31, 2021 and December 31, 2020: As of December 31, 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value (in thousands) Money market funds $ 42,199 $ — $ — $ 42,199 U.S. treasury securities 22,215 — (54) 22,161 U.S. corporate paper and bonds 128,005 6 (94) 127,917 International corporate bond holdings 4,603 — (15) 4,588 Total $ 197,022 $ 6 $ (163) $ 196,865 As of December 31, 2020 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value (in thousands) Money market funds $ 45,960 $ — $ — $ 45,960 U.S. treasury securities 81,750 — (8) 81,742 Total $ 127,710 $ — $ (8) $ 127,702 As of December 31, 2021, the Company considers the unrealized losses in its investment portfolio to be temporary in nature and not due to credit losses. The Company has the intent and ability to hold such investments until their recovery at fair value. The Company had realized gains of $4 thousand and zero in its available for sale securities for the years ended December 31, 2021 and 2020, respectively. The contractual maturity dates of all of the Company’s investments are all less than 24 months. Fair Value Measurements The following tables summarize the Company’s assets and liabilities that are measured at fair value on a recurring basis: Fair Value Measurements at December 31, 2021, Using: Level 1 Level 2 Level 3 Total (in thousands) Assets: Cash equivalents: Money market funds $ 42,199 $ — $ — $ 42,199 Short-term investments: U.S. treasury securities — 22,161 — 22,161 U.S. corporate paper and bonds — 127,917 — 127,917 International corporate bond holdings — 4,588 — 4,588 Total cash equivalents and short-term investments $ 42,199 $ 154,666 $ — $ 196,865 Liabilities: Preferred stock warrants (included in accrued and other liabilities) $ — $ — $ 100 $ 100 Fair Value Measurements at December 31, 2020, Using: Level 1 Level 2 Level 3 Total (in thousands) Assets: Cash equivalents: Money market funds $ 45,960 $ — $ — $ 45,960 Short-term investments: U.S. treasury securities — 81,742 — 81,742 Total cash equivalents and short-term investments $ 45,960 $ 81,742 $ — $ 127,702 Liabilities: Preferred stock warrants (included in accrued and other liabilities) $ — $ — $ 100 $ 100 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Property and equipment, net, consisted of the following: December 31, 2021 2020 (in thousands) Lab equipment $ 775 $ 2,509 Leasehold improvements 749 741 Computer hardware and software 430 336 Furniture and fixtures 197 166 Property and equipment, gross 2,151 3,752 Less: accumulated depreciation and amortization (1,776) (3,443) Property and equipment, net $ 375 $ 309 During the year ended December 31, 2021, certain lab equipment related to certain legacy microRNA programs associated with Miragen met the criteria to be classified and were reclassified as held for sale and included in prepaid expenses and other current assets. The assets held for sale totaled $0.1 million, which was the net book value on the date of transfer. During the year ended December 31, 2021, the Company sold the equipment, received proceeds of approximately $0.1 million and recorded a loss of approximately $0.1 million. |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES | ACCRUED LIABILITIES Accrued liabilities consisted of the following: December 31, 2021 2020 (in thousands) Accrued outsourced clinical trials and preclinical studies $ 6,316 $ 5,400 Accrued employee compensation and related taxes 3,652 1,963 Operating lease liability, short-term 520 455 Accrued legal fees and expenses 80 380 Accrued other professional service fees 140 796 Value of liability-classified stock purchase warrants 100 100 License agreement liability — 86 Other accrued liabilities 210 523 Total accrued liabilities $ 11,018 $ 9,703 |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTES PAYABLE 2017 Silicon Valley Bank Loan Agreement In November 2017, the Company entered into a loan and security agreement with Silicon Valley Bank (the “2017 SVB Loan Agreement”). Upon entry into the 2017 SVB Loan Agreement, the Company borrowed $10.0 million bearing interest at the prime rate with a 30-month payment period following an 18-month interest-only payment period ending in November 2021. In April 2020, the 2017 Loan Agreement was amended to extend the interest-only payment period and extended the maturity date by an additional six months. On December 18, 2020, the Company repaid the full outstanding loan balance, including accrued interest and a final payment fee equal to $0.9 million that was due upon maturity. As of December 31, 2020, no additional amounts were outstanding under the 2017 SVB Loan Agreement. Paycheck Protection Program Loan In April 2020, the Company received approximately $1.7 million in loan funding under the Paycheck Protection Program (the “PPP”), which was established pursuant to the Coronavirus Aid, Relief, and Economic Security Act and is administered by the U.S. Small Business Administration. The unsecured loan (the “PPP Loan”) was evidenced by a promissory note of the Company (the “Note”) in the principal amount of approximately $1.7 million to Silicon Valley Bank (the “Bank”). Under the terms of the Note and the PPP Loan, interest accrued on the outstanding principal at the rate of 1.0% per annum. On December 18, 2020, the PPP Loan, including accrued interest, was repaid to the Bank. As of December 31, 2021 and 2020, there were no amounts outstanding under the PPP Loan. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES License Agreement with ImmunoGen, Inc. In October 2020, in connection with the closing of the Private Viridian acquisition, the Company became party to a license agreement (the “ImmunoGen License Agreement”) with Immunogen, Inc. (“ImmunoGen”), under which the Company obtained an exclusive, sublicensable, worldwide license to certain patents and other intellectual property rights to develop, manufacture, and commercialize certain products for non-oncology and non-radiopharmaceutical indications. In consideration for rights granted by ImmunoGen, the Company is obligated to make certain future development milestone payments of up to $48.0 million upon the achievement of specified clinical and regulatory milestones. Out of these development milestones payments, in December 2021 the Company paid a $2.5 million milestone payment to ImmunoGen upon the submission of an Investigational New Drug (“IND”) application for VRDN-001 with the U.S. Food and Drug Administration. Additionally, if the Company successfully commercializes any product candidate subject to the ImmunoGen License Agreement, it is responsible for royalty payments equal to a percentage in the mid-single digits of net sales and commercial milestone payments of up to $95.0 million. The Company is obligated to make any such royalty payments on a product-by-product and country-by-country basis from the first commercial sale of a specified product in each country until the later of (i) the expiration of the last patent claim subject to the ImmunoGen License Agreement in such country, (ii) the expiration of any applicable regulatory exclusivity obtained for each product in such country, or (iii) the 12th anniversary of the date of the first commercial sale of such product in such country. License Agreements with Xencor, Inc. In December 2021, the Company entered into a subsequent technology license agreement with Xencor (the “2021 Xencor License Agreement”) for a non-exclusive license to certain antibody libraries developed by Xencor. Under the 2021 Xencor License Agreement, Xencor the Company received a one-year research license to review the antibodies and the right to select up to three antibodies for further development. In consideration for rights granted by Xencor, the Company issued 394,737 shares of our common stock to Xencor in December 2021. The shares were valued at $7.5 million and recorded as research and development expense during the year ended December 31, 2021. Under the terms of the 2021 Xencor License Agreement, if successful, for each licensed product, the Company would be obligated to make future milestone payments of up to $27.75 million, which includes development milestone payments of up to $4.75 million, special milestone payments of up to $3.0 million, and commercial milestone payments of up to $20.0 million. Additionally, for each licensed product that the Company successfully commercializes, it would be responsible for royalty payments equal to a percentage in the mid-single digits of net sales. In December 2020, the Company entered into a license agreement (the “Xencor License Agreement”) with Xencor, Inc. (“Xencor”), under which Xencor granted the Company rights to an exclusive, worldwide, sublicensable, non-transferable, royalty-bearing license to use specified Xencor technology for the research, development, manufacturing, and commercialization of therapeutic antibodies targeting IGF-1R indications. In consideration for rights granted by Xencor, the Company issued 322,407 shares of its common stock in December 2020. The shares were valued at $6.0 million and recorded as research and development expense in 2020. Under the terms of the Xencor License Agreement, the Company is obligated to make future development milestone payments of up to $30.0 million. Additionally, if the Company successfully commercializes any product candidate subject to the Xencor License Agreement, it is responsible for royalty payments equal to a percentage in the mid-single digits of net sales and commercial milestone payments of up to $25.0 million. The Company is obligated to make any such royalty payments on a product-by-product and country-by-country basis from the first commercial sale of products containing the licensed technology in each country until the later of (i) the expiration of the last patent claim subject to the Xencor License Agreement in such country, (ii) the expiration of any applicable regulatory exclusivity obtained, or (iii) the 12 th anniversary of the date of the first commercial sale. Contingent Value Rights Agreement In accordance with the Merger Agreement, on November 4, 2020, the Company and the Rights Agent (as defined therein) executed and delivered a contingent value rights agreement (the “CVR Agreement”), pursuant to which each holder of the Company’s common stock as of November 6, 2020, other than former stockholders of Private Viridian, was entitled to one contractual contingent value right issued by the Company, subject to and in accordance with the terms and conditions of the CVR Agreement, for each share of its common stock held by such holder. The CVR Agreement terminated as of December 31, 2021 and no CVRs were issued under the CVR Agreement. Lease Obligations The Company is party to a multi-year, non-cancelable lease agreement for its Colorado-based office and lab space. The lease agreement includes rent escalation clauses through the lease term and a Company option to extend the lease term for up to three terms of three years each. Minimum base lease payments under the lease agreement, including the impact of tenant improvement allowances, are recognized on a straight-line basis over the full term of the lease. The lease term was amended in March 2021 to extend the lease maturity date to December 31, 2024. Upon adoption of ASC 842 and upon subsequent modification of the lease in 2020 and in March 2021, the Company recognized a right-of-use asset and corresponding lease liability for the lease agreement of approximately $1.6 million by calculating the present value of lease payments, discounted at 6%, the Company’s estimated incremental borrowing rate, over the 12 months expected remaining term. In April 2021, the Company entered into a sublease with Cogent Biosciences, Inc. (“Cogent”) for its Colorado-based office and lab space, which was subsequently amended in November 2021 to extend the term of the sublease. As of the sublease inception date, Fairmount Funds Management LLC beneficially owned more than 5% of the Company’s common stock and Cogent’s capital stock. Under the terms of the current sublease, which expires on April 30, 2022, Cogent will pay the Company an aggregate of $0.2 million in rent payments plus related taxes and lease operating costs. The sublease was negotiated on an arm’s-length basis and is a market-rate transaction on terms that the Company believes are no less favorable than would have been reached with an unrelated third party. In connection with the acquisition of Private Viridian, the Company became party to a multi-year, non-cancelable lease agreement in October 2020 for its Massachusetts-based office space (the “Original Lease”). The Original Lease included rent escalation clauses through the lease term. Minimum base lease payments under the lease agreement are recognized on a straight-line basis over the full term of the lease. Upon assumption of the Original Lease, the Company recognized a right-of-use asset and corresponding lease liability for the Original Lease of $0.1 million by calculating the present value of lease payments, discounted at 6%, the Company’s estimated incremental borrowing rate, over the expected remaining term. In July 2021, the Company amended the Original Lease to increase its Massachusetts-based office space (the “Amended Lease”). The office space leased under the Original Lease will expire in February 2023 and the additional office space leased under the Amended Lease will expire in October 2024. Consolidated future minimum lease payments as of December 31, 2021 were approximately $1.9 million through 2025. As of December 31, 2021, the Company’s operating lease obligations were reflected as operating lease liabilities of $0.5 million as accrued liabilities other liabilities Amortization of the operating lease right-of-use assets, and corresponding reduction of operating lease obligations, amounted to $0.5 million for the year ended December 31, 2021, which was included in operating expense in the consolidated statements of operations and comprehensive loss. During the year ended December 31, 2020, lease rental expense, and the corresponding cash outflow, was approximately $0.3 million. The Company is also required to pay for operating expenses related to the leased space, which were $0.3 million for both of the years ended December 31, 2021 and 2020. The operating expenses are incurred separately and were not included in the present value of lease payments. |
CAPITAL STOCK
CAPITAL STOCK | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
CAPITAL STOCK | CAPITAL STOCK Common Stock Under the Company’s restated certificate of incorporation, the Company is authorized to issue 205,000,000 shares of its stock, of which 200,000,000 shares have been designated as common stock and 5,000,000 shares have been designated as Preferred Stock, both with a par value of $0.01 per share. The number of authorized shares of common stock may be increased or decreased by the affirmative vote of the holders of a majority of the Company’s stock who are entitled to vote. Each share of common stock is entitled to one vote. The holders of common stock are entitled to receive dividends when and as declared or paid by its board of directors. Common Stock Sales Agreements Jefferies LLC In November 2021, the Company entered into an Open Market Sale Agreement SM (the “November 2021 ATM Agreement”) with Jefferies, relating to shares of its common stock. In accordance with the terms of the November 2021 ATM Agreement, the Company may offer and sell shares of its common stock having an aggregate offering price of up to $75.0 million from time to time at prices and on terms to be determined by market conditions at the time of offering, with Jefferies acting as its sales agent. Jefferies will receive a commission of 3.0% of the gross proceeds of any shares of common stock sold under the November 2021 ATM Agreement. As of December 31, 2021, no shares have been sold under the November 2021 ATM Agreement with Jefferies. In April 2021, the Company entered into an Open Market Sale Agreement SM (the “April 2021 ATM Agreement”) with Jefferies LLC (“Jefferies”) under which the Company could offer and sell, from time to time at its sole discretion, shares of its common stock having an aggregate offering price of up to $50.0 million through Jefferies as its sales agent in an “at the market” offering. Jefferies will receive a commission equal to 3.0% of the gross sales proceeds of any common stock sold through Jefferies under the April 2021 ATM Agreement. Through December 31, 2021, the Company sold an aggregate of 2,551,269 shares of common stock pursuant to the terms of the April 2021 ATM Agreement, at a volume weighted-average price of $13.13 per share, for aggregate net proceeds of approximately $32.4 million, including commissions to Jefferies as sales agent. The April 2021 ATM Agreement was replaced by the November 2021 ATM Agreement. Cowen and Company LLC In March 2017, the Company entered into a Common Stock Sales Agreement (the “2017 ATM Agreement”) with Cowen and Company LLC (“Cowen”) under which the Company could offer and sell, from time to time at its sole discretion, shares of its common stock having an aggregate offering price of up to $50.0 million through Cowen as its sales agent in an “at the market” offering. Cowen received a commission equal to 3.0% of the gross sales proceeds of any common stock sold through Cowen under the 2017 ATM Agreement. The Company terminated the 2017 ATM Agreement with Cowen in April 2021. Since March 2017 and through December 31, 2020, the Company sold, pursuant to the terms of the 2017 ATM Agreement, an aggregate of 189,763 shares of common stock for aggregate net proceeds of approximately $11.6 million, including initial expenses for executing the “at the market offering” and commissions to Cowen as sales agent. No shares were issued during the year ended December 31, 2021, relating to the 2017 ATM Agreement with Cowen. Reverse Stock Split On November 12, 2020, the Company effected a reverse stock split of its shares of common stock at a ratio of 1-for-15, and trading of the common stock began on a split-adjusted basis on November 13, 2020. As a result of the reverse stock split, every 15 shares of the Company’s pre-reverse split common stock were combined and reclassified into one share of common stock. No fractional shares were issued in connection with the reverse stock split. In the result of any stockholders owning a fractional share, such stockholders received a cash payment in lieu of any fractional shares. The reverse stock split did not modify any rights of the Company’s common stock. The reverse stock split reduced the number of shares of common stock issuable upon the conversion of the Company’s outstanding shares of Series A Preferred Stock to a ratio of 66.67 and the exercise or vesting of its outstanding stock options and warrants in proportion to the ratio of the reverse stock split and caused a proportionate increase in the conversion and exercise prices of such preferred stock, stock options, and warrants. The accompanying consolidated financial statements and notes to the consolidated financial statements give retroactive effect to the exchange ratio for all periods presented. Common Stock Purchase Agreement - Aspire Capital Fund, LLC In December 2019, the Company entered into a common stock purchase agreement (“the Aspire Stock Purchase Agreement”), with Aspire Capital Fund, LLC (“Aspire Capital”), which provides that, subject to the terms, conditions, and limitations set forth therein, Aspire Capital is committed to purchase up to an aggregate of $20.0 million of shares of common stock over the 30-month term of the Aspire Stock Purchase Agreement. During the year ended December 31, 2020, the Company sold to Aspire Capital 412,187 shares of common stock at a weighted-average price of $21.35 per share for aggregate net proceeds of $8.8 million. As of December 31, 2021, the Company has the ability to sell an additional $10.2 million of shares of common stock to Aspire Capital. Under the Aspire Stock Purchase Agreement, the Company has the right, in its sole discretion, on any trading day selected by it, and within certain specified limitations, to present Aspire Capital with a purchase notice, directing Aspire Capital (as principal) to purchase up to 13,333 shares of common stock per business day at a per share price equal to the lesser of (i) the lowest sale price of common stock on the purchase date or (ii) the average of the three lowest closing sale prices for the common stock during the 10 consecutive business days ending on the business day immediately preceding the purchase date. The Company also has the right to require Aspire Capital to purchase up to an additional 30% of the trading volume of the shares for the next business day at a purchase price (the “VWAP Purchase Price”), equal to the lesser of: (i) the closing sale price of the shares on the purchase date, or (ii) ninety-seven percent (97%) of the next business day’s volume weighted average-price (each such purchase, a “VWAP Purchase”). The Company shall have the right, in its sole discretion, to determine a maximum number of shares and set a minimum market price threshold for each VWAP Purchase. The Company can only require a VWAP Purchase if the Company has also submitted a regular purchase on the notice date for the VWAP Purchase. There are no limits on the number of VWAP purchases that the Company may require. The Aspire Stock Purchase Agreement may be terminated by the Company at any time, at the Company’s discretion, without any cost to the Company. There are no limitations on use of proceeds, financial or business covenants, restrictions on future financings, rights of first refusal, participation rights, penalties, or liquidated damages in the Aspire Stock Purchase Agreement. Common Stock Purchase Agreement - The Leukemia & Lymphoma Society, Inc. In August 2018, the Company and The Leukemia & Lymphoma Society, Inc. (“LLS”) entered into a Common Stock Purchase Agreement (the “LLS Stock Purchase Agreement”), which was subsequently assigned to LLS TAP Miragen, LLC (“LLS TAP”) pursuant to an Assignment and Assumption Agreement, effective October 28, 2019, for the sale of up to $5.0 million of shares of Common Stock to LLS and its affiliates in a private placement. Under the terms of the LLS Stock Purchase Agreement, the Company could raise up to approximately $5.0 million in gross proceeds by selling shares of common stock to LLS and its affiliates. From inception and through December 31, 2020, the Company issued 50,490 shares of common stock for net proceeds of approximately $1.4 million, after deducting expenses incurred in connection with the private placement. The LLS Stock Purchase Agreement was terminated on December 11, 2020. Common Stock Public Offering 2021 Underwritten Public Offering In September 2021, the Company entered into an underwriting agreement (the “2021 Underwriting Agreement”) with Jeffries LLC, SVB Leerink LLC and Evercore Group, LLC (collectively, the “Underwriters”) for the sale and issuance of 7,344,543 shares of common stock, which includes 1,159,089 shares of common stock issued in connection with the exercise in full by the underwriters of their option to purchase additional shares, at a public offering price of $11.00 per share and 23,126 shares of Series B Non-Voting Convertible Preferred Stock at a public offering price of $733.37 per share (collectively the “2021 Public Offering”). The aggregate gross proceeds to the Company from the 2021 Public Offering are approximately $97.7 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. 2020 Underwritten Public Offering In February 2020, the Company entered into an underwriting agreement with Oppenheimer & Co. Inc. (“Oppenheimer”) as the underwriter relating to a public offering of common stock, pursuant to which Oppenheimer purchased 1,000,000 shares of common stock and warrants to purchase 500,000 shares of common stock (the “2020 Public Offering”). Each whole warrant has an exercise price of $16.50 per share and expires on the fifth anniversary of the date of issuance. The shares of common stock and warrants were sold together as a fixed combination, each consisting of one share of common stock and one-half warrant, with each whole warrant exercisable to purchase one whole share of common stock but were issued separately and were immediately separable upon issuance. The combined price to the public in the offering for each share of common stock and accompanying half warrant was $15.00, which resulted in approximately $13.9 million of net proceeds to the Company after deducting underwriting commissions and discounts and other estimated offering expenses payable by the Company and excluding the proceeds from the exercise of the warrants. Preferred Stock As of December 31, 2021, the Company had 260,437 shares of Series A Preferred Stock and 23,126 shares of Series B Preferred Stock outstanding. Under the Company’s restated certificate of incorporation, the Company’s board of directors has the authority to designate and issue up to 5,000,000 shares of preferred stock, at its discretion, in one or more classes or series and to fix the powers, preferences and rights, and the qualifications, limitations, or restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption, and liquidation preferences, without further vote or action by the Company’s stockholders. Series A Preferred Stock Concurrent with the acquisition of Private Viridian, on October 27, 2020, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the purchasers named therein, pursuant to which the Company sold an aggregate of approximately 195,290 shares of Series A Preferred Stock for an aggregate purchase price of approximately $91.0 million (collectively, the “Financing”). Each share of Series A Preferred Stock is convertible into 66.67 shares of common stock, as described below. The powers, preferences, rights, qualifications, limitations, and restrictions applicable to the Series A Preferred Stock are set forth in the Certificate of Designation filed in connection with the Financing. Holders of Series A Preferred Stock are entitled to receive dividends on shares of Series A Preferred Stock equal, on an as-if-converted-to-Common-Stock basis, and in the same form as dividends actually paid on shares of the common stock. Except as otherwise required by law, the Series A Preferred Stock does not have voting rights. However, as long as any shares of Series A Preferred Stock are outstanding, the Company will not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series A Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series A Preferred Stock, (b) alter or amend the Certificate of Designation, (c) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of Series A Preferred Stock, (d) increase the number of authorized shares of Series A Preferred Stock, (e) at any time while at least 30% of the originally issued Series A Preferred Stock remains issued and outstanding, consummate a Fundamental Transaction (as defined in the Certificate of Designation) or (f) enter into any agreement with respect to any of the foregoing. The Series A Preferred Stock does not have a preference upon any liquidation, dissolution, or winding-up of the Company. Following stockholder approval of the conversion of the Series A Preferred Stock into shares of common stock in December 2020, each share of Series A Preferred Stock is convertible into 66.67 shares of common stock at any time at the option of the holder thereof, subject to certain limitations, including that a holder of Series A Preferred Stock is prohibited from converting shares of Series A Preferred Stock into shares of common stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than a specified percentage (to be established by the holder between 4.99% and 19.99%) of the total number of shares of common stock issued and outstanding immediately after giving effect to such conversion. On October 30, 2020, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which the Company agreed to register for resale the shares of common stock sold to investors in the Financing. The registration statement that was filed pursuant to the Registration Rights Agreement was declared effective by the SEC on December 22, 2020 (File No. 333-251367). As of December 31, 2020, no Series A Preferred Stock had been converted. During the year ended December 31, 2021, 138,050 shares of Series A Preferred Stock were converted into 9,203,732 shares of common stock. Series B Preferred Stock Each share of Series B Preferred Stock is convertible into 66.67 shares of common stock, subject to certain limitations, including that a holder of Series B Preferred Stock is prohibited from converting shares of Series B Preferred Stock into shares of common stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than a specified percentage (to be established by the holder between 4.9% and 19.9%) of the total number of shares of common stock issued and outstanding immediately after giving effect to such conversion. The powers, preferences, rights, qualifications, limitations, and restrictions applicable to the Series B Preferred Stock are set forth in the Certificate of Designation filed in connection with the Offering. Holders of Series B Preferred Stock are entitled to receive dividends on shares of Series B Preferred Stock equal, on an as-if-converted-to-Common-Stock basis, and in the same form as dividends actually paid on shares of the common stock. Except as otherwise required by law, the Series B Preferred Stock does not have voting rights. However, as long as any shares of Series B Preferred Stock are outstanding, the Company will not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series B Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series B Preferred Stock, (b) alter or amend the Certificate of Designation, or (c) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of Series B Preferred Stock. The Series B Preferred Stock does not have a preference upon any liquidation, dissolution, or winding-up of the Company. As of December 31, 2021, none of the 23,126 shares of Series B Preferred Stock has been converted into common stock. Number of Underlying Shares (1) Weighted-Average Exercise Price at December 31, 2021 Remaining Contractual Life at December 31, 2021 December 31, 2021 2020 Liability-classified warrants Issued April 2017 781 781 $127.95 3.33 Equity-classified warrants Acquired October 2020 29,446 29,446 $0.01 8.73 Issued February 2020 (2) 388,796 466,667 $15.28 3.12 Issued November 2017 1,606 1,606 $0.41 2.87 Subtotal 419,848 497,719 $15.70 Total warrants 420,629 498,500 $15.91 ____________________ (1) If the Company subdivides (by any stock split, stock dividend, recapitalization, or otherwise) its outstanding shares of its common stock into a smaller number of shares, the warrant exercise price is proportionately reduced and the number of shares under outstanding warrants is proportionately increased. Additionally, if the Company combines (by combination, reverse stock split, or otherwise) its outstanding shares of common stock into a smaller number of shares, the warrant exercise price is proportionately increased and the number of shares under outstanding warrants is proportionately decreased. (2) Subject to specified conditions, the Company may voluntarily reduce the warrant exercise price of the warrants issued in February 2020. A summary of the Company’s warrant activity during the year ended December 31, 2021 is as follows: Common Stock Warrants Number Weighted-Average Exercise Price Outstanding at December 31, 2020 498,500 $16.00 Exercised (77,871) $16.50 Outstanding at December 31, 2021 420,629 Equity-Classified Warrants In connection with the Merger in 2020, the Company assumed 29,446 outstanding warrants to purchase shares of common stock at an exercise price of $0.15 per share that expire ten years from the date of issuance. At the time of the Merger, the warrants were classified as equity and recorded at fair value with no subsequent remeasurement. In connection with the Company’s 2020 Public Offering, the Company issued warrants to purchase 500,000 shares of its common stock at a price of $16.50 per share that expire five years from the date of issuance (the “Warrants”). The terms of the warrants include certain provisions related to fundamental transactions, a cashless exercise provision in the event registered shares are not available, and do not include any mandatory redemption provisions. Therefore, the Warrants were classified as equity with no subsequent remeasurement as long as the warrants continued to be classified as equity. On November 6, 2020, Warrants were exercised to purchase 33,333 shares of common stock for proceeds of approximately $0.5 million. In connection with a debt financing in 2017, the Company issued detachable warrants to purchase up to 1,606 shares of the Company’s common stock at an exercise price of $107.25 per share that expire seven years from the date of issuance. At issuance, the Warrants were classified as equity and recorded at fair value with no subsequent remeasurement. |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
WARRANTS | CAPITAL STOCK Common Stock Under the Company’s restated certificate of incorporation, the Company is authorized to issue 205,000,000 shares of its stock, of which 200,000,000 shares have been designated as common stock and 5,000,000 shares have been designated as Preferred Stock, both with a par value of $0.01 per share. The number of authorized shares of common stock may be increased or decreased by the affirmative vote of the holders of a majority of the Company’s stock who are entitled to vote. Each share of common stock is entitled to one vote. The holders of common stock are entitled to receive dividends when and as declared or paid by its board of directors. Common Stock Sales Agreements Jefferies LLC In November 2021, the Company entered into an Open Market Sale Agreement SM (the “November 2021 ATM Agreement”) with Jefferies, relating to shares of its common stock. In accordance with the terms of the November 2021 ATM Agreement, the Company may offer and sell shares of its common stock having an aggregate offering price of up to $75.0 million from time to time at prices and on terms to be determined by market conditions at the time of offering, with Jefferies acting as its sales agent. Jefferies will receive a commission of 3.0% of the gross proceeds of any shares of common stock sold under the November 2021 ATM Agreement. As of December 31, 2021, no shares have been sold under the November 2021 ATM Agreement with Jefferies. In April 2021, the Company entered into an Open Market Sale Agreement SM (the “April 2021 ATM Agreement”) with Jefferies LLC (“Jefferies”) under which the Company could offer and sell, from time to time at its sole discretion, shares of its common stock having an aggregate offering price of up to $50.0 million through Jefferies as its sales agent in an “at the market” offering. Jefferies will receive a commission equal to 3.0% of the gross sales proceeds of any common stock sold through Jefferies under the April 2021 ATM Agreement. Through December 31, 2021, the Company sold an aggregate of 2,551,269 shares of common stock pursuant to the terms of the April 2021 ATM Agreement, at a volume weighted-average price of $13.13 per share, for aggregate net proceeds of approximately $32.4 million, including commissions to Jefferies as sales agent. The April 2021 ATM Agreement was replaced by the November 2021 ATM Agreement. Cowen and Company LLC In March 2017, the Company entered into a Common Stock Sales Agreement (the “2017 ATM Agreement”) with Cowen and Company LLC (“Cowen”) under which the Company could offer and sell, from time to time at its sole discretion, shares of its common stock having an aggregate offering price of up to $50.0 million through Cowen as its sales agent in an “at the market” offering. Cowen received a commission equal to 3.0% of the gross sales proceeds of any common stock sold through Cowen under the 2017 ATM Agreement. The Company terminated the 2017 ATM Agreement with Cowen in April 2021. Since March 2017 and through December 31, 2020, the Company sold, pursuant to the terms of the 2017 ATM Agreement, an aggregate of 189,763 shares of common stock for aggregate net proceeds of approximately $11.6 million, including initial expenses for executing the “at the market offering” and commissions to Cowen as sales agent. No shares were issued during the year ended December 31, 2021, relating to the 2017 ATM Agreement with Cowen. Reverse Stock Split On November 12, 2020, the Company effected a reverse stock split of its shares of common stock at a ratio of 1-for-15, and trading of the common stock began on a split-adjusted basis on November 13, 2020. As a result of the reverse stock split, every 15 shares of the Company’s pre-reverse split common stock were combined and reclassified into one share of common stock. No fractional shares were issued in connection with the reverse stock split. In the result of any stockholders owning a fractional share, such stockholders received a cash payment in lieu of any fractional shares. The reverse stock split did not modify any rights of the Company’s common stock. The reverse stock split reduced the number of shares of common stock issuable upon the conversion of the Company’s outstanding shares of Series A Preferred Stock to a ratio of 66.67 and the exercise or vesting of its outstanding stock options and warrants in proportion to the ratio of the reverse stock split and caused a proportionate increase in the conversion and exercise prices of such preferred stock, stock options, and warrants. The accompanying consolidated financial statements and notes to the consolidated financial statements give retroactive effect to the exchange ratio for all periods presented. Common Stock Purchase Agreement - Aspire Capital Fund, LLC In December 2019, the Company entered into a common stock purchase agreement (“the Aspire Stock Purchase Agreement”), with Aspire Capital Fund, LLC (“Aspire Capital”), which provides that, subject to the terms, conditions, and limitations set forth therein, Aspire Capital is committed to purchase up to an aggregate of $20.0 million of shares of common stock over the 30-month term of the Aspire Stock Purchase Agreement. During the year ended December 31, 2020, the Company sold to Aspire Capital 412,187 shares of common stock at a weighted-average price of $21.35 per share for aggregate net proceeds of $8.8 million. As of December 31, 2021, the Company has the ability to sell an additional $10.2 million of shares of common stock to Aspire Capital. Under the Aspire Stock Purchase Agreement, the Company has the right, in its sole discretion, on any trading day selected by it, and within certain specified limitations, to present Aspire Capital with a purchase notice, directing Aspire Capital (as principal) to purchase up to 13,333 shares of common stock per business day at a per share price equal to the lesser of (i) the lowest sale price of common stock on the purchase date or (ii) the average of the three lowest closing sale prices for the common stock during the 10 consecutive business days ending on the business day immediately preceding the purchase date. The Company also has the right to require Aspire Capital to purchase up to an additional 30% of the trading volume of the shares for the next business day at a purchase price (the “VWAP Purchase Price”), equal to the lesser of: (i) the closing sale price of the shares on the purchase date, or (ii) ninety-seven percent (97%) of the next business day’s volume weighted average-price (each such purchase, a “VWAP Purchase”). The Company shall have the right, in its sole discretion, to determine a maximum number of shares and set a minimum market price threshold for each VWAP Purchase. The Company can only require a VWAP Purchase if the Company has also submitted a regular purchase on the notice date for the VWAP Purchase. There are no limits on the number of VWAP purchases that the Company may require. The Aspire Stock Purchase Agreement may be terminated by the Company at any time, at the Company’s discretion, without any cost to the Company. There are no limitations on use of proceeds, financial or business covenants, restrictions on future financings, rights of first refusal, participation rights, penalties, or liquidated damages in the Aspire Stock Purchase Agreement. Common Stock Purchase Agreement - The Leukemia & Lymphoma Society, Inc. In August 2018, the Company and The Leukemia & Lymphoma Society, Inc. (“LLS”) entered into a Common Stock Purchase Agreement (the “LLS Stock Purchase Agreement”), which was subsequently assigned to LLS TAP Miragen, LLC (“LLS TAP”) pursuant to an Assignment and Assumption Agreement, effective October 28, 2019, for the sale of up to $5.0 million of shares of Common Stock to LLS and its affiliates in a private placement. Under the terms of the LLS Stock Purchase Agreement, the Company could raise up to approximately $5.0 million in gross proceeds by selling shares of common stock to LLS and its affiliates. From inception and through December 31, 2020, the Company issued 50,490 shares of common stock for net proceeds of approximately $1.4 million, after deducting expenses incurred in connection with the private placement. The LLS Stock Purchase Agreement was terminated on December 11, 2020. Common Stock Public Offering 2021 Underwritten Public Offering In September 2021, the Company entered into an underwriting agreement (the “2021 Underwriting Agreement”) with Jeffries LLC, SVB Leerink LLC and Evercore Group, LLC (collectively, the “Underwriters”) for the sale and issuance of 7,344,543 shares of common stock, which includes 1,159,089 shares of common stock issued in connection with the exercise in full by the underwriters of their option to purchase additional shares, at a public offering price of $11.00 per share and 23,126 shares of Series B Non-Voting Convertible Preferred Stock at a public offering price of $733.37 per share (collectively the “2021 Public Offering”). The aggregate gross proceeds to the Company from the 2021 Public Offering are approximately $97.7 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. 2020 Underwritten Public Offering In February 2020, the Company entered into an underwriting agreement with Oppenheimer & Co. Inc. (“Oppenheimer”) as the underwriter relating to a public offering of common stock, pursuant to which Oppenheimer purchased 1,000,000 shares of common stock and warrants to purchase 500,000 shares of common stock (the “2020 Public Offering”). Each whole warrant has an exercise price of $16.50 per share and expires on the fifth anniversary of the date of issuance. The shares of common stock and warrants were sold together as a fixed combination, each consisting of one share of common stock and one-half warrant, with each whole warrant exercisable to purchase one whole share of common stock but were issued separately and were immediately separable upon issuance. The combined price to the public in the offering for each share of common stock and accompanying half warrant was $15.00, which resulted in approximately $13.9 million of net proceeds to the Company after deducting underwriting commissions and discounts and other estimated offering expenses payable by the Company and excluding the proceeds from the exercise of the warrants. Preferred Stock As of December 31, 2021, the Company had 260,437 shares of Series A Preferred Stock and 23,126 shares of Series B Preferred Stock outstanding. Under the Company’s restated certificate of incorporation, the Company’s board of directors has the authority to designate and issue up to 5,000,000 shares of preferred stock, at its discretion, in one or more classes or series and to fix the powers, preferences and rights, and the qualifications, limitations, or restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption, and liquidation preferences, without further vote or action by the Company’s stockholders. Series A Preferred Stock Concurrent with the acquisition of Private Viridian, on October 27, 2020, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the purchasers named therein, pursuant to which the Company sold an aggregate of approximately 195,290 shares of Series A Preferred Stock for an aggregate purchase price of approximately $91.0 million (collectively, the “Financing”). Each share of Series A Preferred Stock is convertible into 66.67 shares of common stock, as described below. The powers, preferences, rights, qualifications, limitations, and restrictions applicable to the Series A Preferred Stock are set forth in the Certificate of Designation filed in connection with the Financing. Holders of Series A Preferred Stock are entitled to receive dividends on shares of Series A Preferred Stock equal, on an as-if-converted-to-Common-Stock basis, and in the same form as dividends actually paid on shares of the common stock. Except as otherwise required by law, the Series A Preferred Stock does not have voting rights. However, as long as any shares of Series A Preferred Stock are outstanding, the Company will not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series A Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series A Preferred Stock, (b) alter or amend the Certificate of Designation, (c) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of Series A Preferred Stock, (d) increase the number of authorized shares of Series A Preferred Stock, (e) at any time while at least 30% of the originally issued Series A Preferred Stock remains issued and outstanding, consummate a Fundamental Transaction (as defined in the Certificate of Designation) or (f) enter into any agreement with respect to any of the foregoing. The Series A Preferred Stock does not have a preference upon any liquidation, dissolution, or winding-up of the Company. Following stockholder approval of the conversion of the Series A Preferred Stock into shares of common stock in December 2020, each share of Series A Preferred Stock is convertible into 66.67 shares of common stock at any time at the option of the holder thereof, subject to certain limitations, including that a holder of Series A Preferred Stock is prohibited from converting shares of Series A Preferred Stock into shares of common stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than a specified percentage (to be established by the holder between 4.99% and 19.99%) of the total number of shares of common stock issued and outstanding immediately after giving effect to such conversion. On October 30, 2020, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which the Company agreed to register for resale the shares of common stock sold to investors in the Financing. The registration statement that was filed pursuant to the Registration Rights Agreement was declared effective by the SEC on December 22, 2020 (File No. 333-251367). As of December 31, 2020, no Series A Preferred Stock had been converted. During the year ended December 31, 2021, 138,050 shares of Series A Preferred Stock were converted into 9,203,732 shares of common stock. Series B Preferred Stock Each share of Series B Preferred Stock is convertible into 66.67 shares of common stock, subject to certain limitations, including that a holder of Series B Preferred Stock is prohibited from converting shares of Series B Preferred Stock into shares of common stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than a specified percentage (to be established by the holder between 4.9% and 19.9%) of the total number of shares of common stock issued and outstanding immediately after giving effect to such conversion. The powers, preferences, rights, qualifications, limitations, and restrictions applicable to the Series B Preferred Stock are set forth in the Certificate of Designation filed in connection with the Offering. Holders of Series B Preferred Stock are entitled to receive dividends on shares of Series B Preferred Stock equal, on an as-if-converted-to-Common-Stock basis, and in the same form as dividends actually paid on shares of the common stock. Except as otherwise required by law, the Series B Preferred Stock does not have voting rights. However, as long as any shares of Series B Preferred Stock are outstanding, the Company will not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series B Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series B Preferred Stock, (b) alter or amend the Certificate of Designation, or (c) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of Series B Preferred Stock. The Series B Preferred Stock does not have a preference upon any liquidation, dissolution, or winding-up of the Company. As of December 31, 2021, none of the 23,126 shares of Series B Preferred Stock has been converted into common stock. Number of Underlying Shares (1) Weighted-Average Exercise Price at December 31, 2021 Remaining Contractual Life at December 31, 2021 December 31, 2021 2020 Liability-classified warrants Issued April 2017 781 781 $127.95 3.33 Equity-classified warrants Acquired October 2020 29,446 29,446 $0.01 8.73 Issued February 2020 (2) 388,796 466,667 $15.28 3.12 Issued November 2017 1,606 1,606 $0.41 2.87 Subtotal 419,848 497,719 $15.70 Total warrants 420,629 498,500 $15.91 ____________________ (1) If the Company subdivides (by any stock split, stock dividend, recapitalization, or otherwise) its outstanding shares of its common stock into a smaller number of shares, the warrant exercise price is proportionately reduced and the number of shares under outstanding warrants is proportionately increased. Additionally, if the Company combines (by combination, reverse stock split, or otherwise) its outstanding shares of common stock into a smaller number of shares, the warrant exercise price is proportionately increased and the number of shares under outstanding warrants is proportionately decreased. (2) Subject to specified conditions, the Company may voluntarily reduce the warrant exercise price of the warrants issued in February 2020. A summary of the Company’s warrant activity during the year ended December 31, 2021 is as follows: Common Stock Warrants Number Weighted-Average Exercise Price Outstanding at December 31, 2020 498,500 $16.00 Exercised (77,871) $16.50 Outstanding at December 31, 2021 420,629 Equity-Classified Warrants In connection with the Merger in 2020, the Company assumed 29,446 outstanding warrants to purchase shares of common stock at an exercise price of $0.15 per share that expire ten years from the date of issuance. At the time of the Merger, the warrants were classified as equity and recorded at fair value with no subsequent remeasurement. In connection with the Company’s 2020 Public Offering, the Company issued warrants to purchase 500,000 shares of its common stock at a price of $16.50 per share that expire five years from the date of issuance (the “Warrants”). The terms of the warrants include certain provisions related to fundamental transactions, a cashless exercise provision in the event registered shares are not available, and do not include any mandatory redemption provisions. Therefore, the Warrants were classified as equity with no subsequent remeasurement as long as the warrants continued to be classified as equity. On November 6, 2020, Warrants were exercised to purchase 33,333 shares of common stock for proceeds of approximately $0.5 million. In connection with a debt financing in 2017, the Company issued detachable warrants to purchase up to 1,606 shares of the Company’s common stock at an exercise price of $107.25 per share that expire seven years from the date of issuance. At issuance, the Warrants were classified as equity and recorded at fair value with no subsequent remeasurement. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATION Equity Incentive Plans The Company has grants outstanding under its 2008 Equity Incentive Plan (the “2008 Plan”), its amended and restated 2016 Equity Incentive Plan (the “2016 Plan”), and the Viridian 2020 Equity Incentive Plan (the “2020 Plan” and collectively with the 2008 Plan and the 2016 Plan, the “Equity Incentive Plans”) Upon closing of the Merger, the Company assumed all outstanding options issued under the 2020 Plan. The terms and conditions for each assumed option were substantially the same as prior to the Merger, including that the assumed options remained subject to the terms and conditions of the 2020 Plan, provided that each assumed option are exercisable for shares of the Company’s common stock and the number of shares issuable upon exercise of, and the exercise price per share for, each assumed option has been appropriately adjusted to give effect to the Merger. The 2016 Plan provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, other stock awards, and performance awards that may be settled in cash, stock, or other property. All employees and non-employee directors are eligible to participate in the 2016 Plan. Incentive stock options may be granted under the 2016 Plan only to employees and employees of the Company’s affiliates. The term of stock options granted under the 2016 Plan may not exceed ten years. Pursuant to the 2016 Plan, the aggregate number of shares of common stock that may be issued will not exceed 3,419,368 shares. Subsequent to December 31, 2020, any awards granted under the 2016 Plan that expire or terminate subsequent to December 31, 2020, for any reason prior to exercise or settlement, are forfeited, or are reacquired, withheld, or not issued to satisfy a tax withholding obligation or to satisfy the exercise price of a stock award, will become available for grant under the 2016 Plan in accordance with its terms. Similarly, any shares of common stock issued pursuant to a stock award under the 2020 Plan that are forfeited, repurchased by the Company, or reacquired by the Company in satisfaction of tax withholding obligations will become available for grant under the 2020 Plan. In July 2021, the Company granted stock options outside of its Equity Incentive Plans to certain employees to induce them to accept employment with the Company (the “Inducement Awards”). The terms and conditions of the Inducement Awards are substantially similar to those awards granted under the Company’s Equity Incentive Plans. Options granted under the Equity Incentive Plans, as well as the Inducement Awards, have an exercise price equal to the market value of the common stock at the date of grant and expire ten years from the date of grant. Generally, options vest 25% on the first anniversary of the vesting commencement date and 75% ratably in equal monthly installments over the remaining 36 months. The Company has also granted options that vest in equal monthly or quarterly amounts over periods up to 48 months. As of December 31, 2021, the Company had the following balances by plan: Stock Options Outstanding Shares Available for Issuance Inducement Awards 720,000 — 2020 Plan 746,386 1,030,549 2016 Plan 2,216,940 1,125,396 2008 Plan 513 — Total 3,683,839 2,155,945 The Company does not currently hold any treasury shares. Upon stock option exercise, the Company issues new shares and delivers them to the participant. A summary of common stock option activity is as follows: Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2020 1,033,256 $ 15.34 8.56 $ 11,427 Granted 3,437,690 20.56 Exercised (106,831) 9.61 Forfeited or expired (680,276) (33.94) Outstanding at December 31, 2021 3,683,839 16.94 8.94 $ 15,969 Vested or expected to vest as of December 31, 2021 3,683,839 $ 16.94 8.94 $ 15,969 Exercisable as of December 31, 2021 618,293 $ 15.92 7.33 $ 4,167 Vested as of December 31, 2021 618,293 $ 15.92 7.33 $ 4,167 Fair Value Assumptions The Company uses the Black-Scholes option pricing model to estimate the fair value of stock options granted under its equity compensation plans. The Black-Scholes model requires inputs for risk-free interest rate, dividend yield, volatility, and expected lives of the options. Because the Company has a limited history of stock purchase and sale activity, expected volatility is based on historical data from public companies that are similar to the Company in size and nature of operations. The Company will continue to use similar entity volatility information until its historical volatility is relevant to measure expected volatility for option grants. The Company accounts for forfeitures as they occur. The risk-free rate for periods within the contractual life of each option is based on the U.S. Treasury yield curve in effect at the time of the grant for a period commensurate with the expected term of the grant. The expected term (without regard to forfeitures) for options granted represents the period of time that options granted are expected to be outstanding and is derived from the contractual terms of the options granted and expected option-exercise behaviors. The fair value of the underlying common stock is based on the closing price of the common stock on The Nasdaq Capital Market at the date of grant. The weighted-average grant-date fair value of options granted to the Company’s employees and members of its board of directors during the years ended December 31, 2021 and 2020 was $17.50 and $11.44, respectively. The fair value was determined by the Black-Scholes option pricing model using the following weighted-average assumptions: Year Ended 2021 2020 Expected term, in years 5.92 5.55 Expected volatility 117.7 % 118.1 % Risk-free interest rate 0.8 % 0.4 % Expected dividend yield — % — % Weighted average exercise price $ 20.56 $ 3.59 Employee Stock Purchase Plan The 2016 Employee Stock Purchase Plan (“ESPP”) allows qualified employees to purchase shares of common stock at a price equal to 85% of the lower of: (i) the closing price at the beginning of the offering period or (ii) the closing price at the end of the offering period. New six-month offering periods begin each August 22 and February 22. As of December 31, 2021, the Company had 83,437 shares available for issuance and 14,050 cumulative shares had been issued under the ESPP. Share-Based Compensation Expense Share-based compensation related to all equity awards issued pursuant to the Equity Incentive Plans and for estimated shares to be issued under the ESPP for the purchase periods active during each respective period is included in the consolidated statements of operations and comprehensive loss as follows: Year Ended 2021 2020 (in thousands) Research and development $ 4,701 $ 861 General and administrative 9,764 2,784 Total share-based compensation expense $ 14,465 $ 3,645 As of December 31, 2021, the Company had $45.1 million of total unrecognized employee and non-employee share-based compensation costs, which the Company expects to recognize over a weighted-average remaining period of 3.17 years. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NET LOSS PER SHARE Basic net loss per share is computed by dividing the net loss available to common stockholders by the weighted-average number of common stock outstanding. Diluted net loss per share is computed similarly to basic net loss per share except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential shares of common stock had been issued and if the additional shares of common stock were dilutive. Diluted net loss per share is the same as basic net loss per share of common stock, as the effects of potentially dilutive securities are antidilutive. Potentially dilutive securities include the following: December 31, 2021 2020 (in thousands) Series A Preferred Stock, as converted to shares of common stock 17,363 26,567 Series B Preferred Stock, as converted to shares of common stock 1,542 — Options to purchase common stock 3,684 1,033 Warrants to purchase common stock 421 499 Total 23,010 28,099 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. Since its inception, the Company has incurred net taxable losses, and accordingly, no current provision for income taxes has been recorded. This amount differs from the amount computed by applying the U.S. federal income tax rate of 21% to pretax loss due to the provision of a valuation allowance to the extent of the Company’s net deferred tax asset, as well as to state income taxes and nondeductible expenses. The effective income tax rate of the provision for income taxes differs from the federal statutory rate as follows: Year Ended December 31, 2021 2020 Federal statutory income tax rate 21.0 % 21.0 % Federal and state tax credits 1.5 0.4 State income taxes, net of federal benefit 8.3 1.3 Change in valuation allowance (28.5) 15.8 IPR&D 0.0 (12.9) Other permanent items — (0.9) Section 382 limit — (24.9) Stock-based compensation (2.3) 0.2 Effective income tax rate — % — % The tax effects of temporary differences that give rise to significant portions of the deferred income tax assets and liabilities are presented below: Year Ended December 31, 2021 2020 (in thousands) Deferred tax assets: Net operating loss carryforwards $ 40,992 $ 22,622 Tax credits 1,686 494 Accruals and reserves 3,055 2,037 Stock-based expense 3,123 1,571 Start-up costs 5,013 2,467 Total deferred tax assets 53,869 29,191 Valuation allowance (53,430) (29,073) Net deferred tax assets 439 118 Deferred tax liabilities: Operating lease right-of-use asset, net (439) (118) Total deferred tax liabilities (439) (118) Total deferred tax assets, net $ — $ — At December 31, 2021, the Company had approximately $157.8 million and $1.7 million of federal net operating loss and research and experimentation tax carryforwards, respectively, which will begin to expire in 2029. At December 31, 2021, the Company had approximately $168.9 million of state net operating loss carryforwards which will begin to expire in 2030. In addition, the realization of net operating losses to offset potential future taxable income and related income taxes that would otherwise be due is subject to annual limitations under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), and similar state provisions, which may result in the expiration of additional net operating losses before future utilization as a result of ownership changes. As a result of these ownership change provisions during 2020, the Company estimated an aggregate limitation on the utilization of net operating loss carryforwards of $59.0 million as of December 31, 2020. In addition to the limitation of net operating losses of $59.0 million, approximately $15.3 million of research and development tax credits were derecognized as of December 31, 2020, with the inability of the Company to ever realize a benefit from those credits in the future. The Company determines on an annual basis whether net operating loss carryforwards will be limited. The Company will continue to evaluate changes in ownership and the related limitations on a go forward basis. As of December 31, 2021 and 2020, the Company’s net deferred tax assets before valuation allowance was $53.4 million and $29.1 million, respectively. In assessing the realizability of its deferred tax assets, the Company considers whether it is more likely than not that some portion or all of its deferred tax assets will not 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. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. As the Company does not have any historical taxable income or projections of future taxable income over the periods in which the deferred tax assets are deductible, and after consideration of its history of operating losses, the Company does not believe it is more likely than not that it will realize the benefits of its net deferred tax assets, and accordingly, has established a valuation allowance equal to 100% of its net deferred tax assets at December 31, 2021 and 2020. The change in valuation allowance was an increase of $24.4 million in 2021 and an increase of $17.2 million in 2020. The Company concluded that there were no significant uncertain tax positions relevant to the jurisdictions where it is required to file income tax returns requiring recognition in the consolidated financial statements for the years ended 2021 and 2020. As of December 31, 2021 and 2020, the Company had no accrued interest related to uncertain tax positions. The Company’s federal and state returns for 2018 through 2021 remain open to examination by tax authorities. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTSNone. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Viridian Therapeutics Europe Limited and Viridian Therapeutics S.à.r.l., both of which were formed for the sole purpose of submitting regulatory filings in Europe, and Viridian Securities Corporation, which was formed in July 2021. The Company’s subsidiaries have no employees or operations. The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position, results of operations, and cash flows for the periods presented. All significant intercompany balances have been eliminated in consolidation. The Company’s management performed an evaluation of its activities through the date of filing of these consolidated financial statements and concluded that there are no subsequent events requiring disclosure, other than as disclosed. |
Going Concern | Going Concern At each reporting period, the Company evaluates whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company is required to make certain additional disclosures if it concludes substantial doubt exists and it is not alleviated by the Company’s plans or when its plans alleviate substantial doubt about the Company’s ability to continue as a going concern. The Company’s evaluation entails, among other things, analyzing the results of the Company’s clinical development efforts, license and collaboration agreements as well as the entity’s current financial condition including conditional and unconditional obligations anticipated within a year, and related liquidity sources at the date the financial statements are issued. This is reflected in the Company’s prospective operating budgets and forecasts and compared to the current cash, cash equivalents and short-term investments balance. |
Use of Estimates | Use of Estimates The Company’s consolidated financial statements are prepared in accordance with U.S. GAAP, which requires it to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the accrual for clinical trial costs and other outsourced research and development expenses, and the valuation of share-based awards. Although these estimates are based on the Company’s knowledge of current events and actions it may take in the future, actual results may ultimately differ from these estimates and assumptions. |
Revenue Recognition | Revenue Recognition The Company accounts for revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). The Company enters into collaboration agreements and certain other agreements that are within the scope of ASC 606, under which the Company licenses, may license, or grants an option to license rights to certain of the Company’s product candidates and performs research and development services in connection with such agreements. The terms of these agreements typically include payment of one or more of the following: non-refundable, up-front fees; reimbursement of research and development costs; developmental, clinical, regulatory, and commercial sales milestone payments; and royalties on net sales of licensed products. In accordance with ASC 606, the Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine the appropriate amount of revenue to be recognized, for agreements within the scope of ASC 606, the Company performs the following five steps: (i) identification of the goods or services within the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct within the terms of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the identified performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect consideration it is entitled to in exchange for the goods or services it transfers to the customer. The promised goods or services in the Company’s agreements typically consist of a license, or option to license, rights to the Company’s intellectual property or research and development services. Performance obligations are promises in a contract to transfer a distinct good or service to the customer and are considered distinct when (i) the customer can benefit from the good or service on its own or together with other readily available resources and (ii) the promised good or service is separately identifiable from other promises in the contract. In assessing whether promised goods or services are distinct, the Company considers factors such as the stage of development of the underlying intellectual property, the capabilities of the customer to develop the intellectual property on its own or whether the required expertise is readily available, and whether the goods or services are integral or dependent to other goods or services in the contract. The Company estimates the transaction price based on the amount expected to be received for transferring the promised goods or services in the contract. The consideration may include fixed consideration or variable consideration. At the inception of each agreement that includes variable consideration, the Company evaluates the amount of potential payment and the likelihood that the payments will be received. The Company utilizes either the most likely amount method or expected value method to estimate the amount expected to be received based on which method best predicts the amount expected to be received. The amount of variable consideration that is included in the transaction price may be constrained and is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. The Company’s contracts often include development and regulatory milestone payments that are assessed under the most likely amount method and constrained if it is probable that a significant revenue reversal would occur. Milestone payments that are not within the Company’s control or the licensee’s control, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. At the end of each reporting period, the Company re-evaluates the probability of achievement of such development and clinical milestones and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect collaboration and other research and development revenue in the period of adjustment. For agreements that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any royalty revenue resulting from any of the Company’s collaboration or strategic alliance agreements. The Company allocates the transaction price based on the estimated standalone selling price. The Company must develop assumptions that require judgment to determine the stand-alone selling price for each performance obligation identified in the contract. The Company utilizes key assumptions to determine the stand-alone selling price, which may include other comparable transactions, pricing considered in negotiating the transaction, and the estimated costs. Variable consideration is allocated specifically to one or more performance obligations in a contract when the terms of the variable consideration relate to the satisfaction of the performance obligation and the resulting amounts allocated are consistent with the amounts the Company would expect to receive for the satisfaction of each performance obligation. The consideration allocated to each performance obligation is recognized as revenue when control is transferred for the related goods or services. For performance obligations which consist of licenses and other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. The Company receives payments from its customers based on billing schedules established in each contract. Up-front payments and fees are recorded as deferred revenue upon receipt or when due until the Company performs its obligations under these arrangements. Amounts are recorded as accounts receivable when the Company’s right to consideration is unconditional. |
Research and Development | Research and Development Research and development costs are expensed as incurred in performing research and development activities. The costs include employee-related expense including salaries, benefits, share-based compensation, restructuring charges, fees for acquiring and maintaining licenses under third-party license agreements, consulting fees, market research, costs of research and development activities conducted by third parties on the Company’s behalf, costs to manufacture or have manufactured clinical trial materials, laboratory supplies, depreciation, and facilities and overhead costs. The Company records research and development expense in the period in which the Company receives or takes ownership of the applicable goods or when the applicable services are performed. In circumstances where amounts have been paid in excess of costs incurred, the Company records a prepaid expense. The Company records up-front and milestone payments to acquire and retain contractual rights to licensed technology as research and development expenses when incurred if there is uncertainty in the Company receiving future economic benefit from the acquired contractual rights. The Company considers future economic benefits from acquired contractual rights to licensed technology to be uncertain until such a drug candidate is approved for sale by the U.S. Food and Drug Administration or when other significant risk factors are abated. |
Clinical Trials and Preclinical Study Accruals | Clinical Trial and Preclinical Study Accruals The Company makes estimates of accrued expenses as of each balance sheet date in its consolidated financial statements based on certain facts and circumstances at that time. The Company’s accrued expenses for clinical trials and preclinical studies are based on estimates of costs incurred for services provided by clinical research organizations, manufacturing organizations, and other providers. Payments under the Company’s agreements with external service providers depend on a number of factors, such as site initiation, patient screening, enrollment, delivery of reports, and other events. In accruing for these activities, the Company obtains information from various sources and estimates the level of effort or expense allocated to each period. Adjustments to the Company’s research and development expenses may be necessary in future periods as its estimates change. |
Acquired In-Process Research and Development | Acquired In-Process Research and DevelopmentThe Company measures and recognizes asset acquisitions that are not deemed to be business combinations based on the cost to acquire the assets, which includes transaction costs. Goodwill is not recognized in asset acquisitions. In an asset acquisition, the cost allocated to acquire in-process research and development (“IPR&D”) with no alternative future use is charged to expense at the acquisition date. |
Restructuring and Other Charges | Restructuring and Other Charges The Company accounts for exit or disposal activities in accordance with FASB ASC Topic 420, Exit or Disposal Cost Obligations ( “ ASC 420 ” ). A business restructuring is defined as an exit or disposal activity that includes, but is not limited to, a program that is planned and controlled by management and materially changes either the scope of a business or the manner in which that business is conducted. Business restructuring charges include (i) one-time termination benefits related to employee separations, (ii) contract termination costs, and (iii) other related costs associated with exit or disposal activities including. In 2020 and 2019, t he Company implemented two phases of a restructuring plan to streamline the organization, reduce costs, and direct resources to advance the Company’s primary operating goals in place at that time. The Company recognizes and measures a liability for one-time termination benefits, for which no future service is required, once the plan of termination meets all of the following criteria for an established communication date: (i) management commits to a plan of termination, (ii) the plan identifies the number of employees to be terminated and their job classifications or functions, locations, and the expected completion date, (iii) the plan establishes the terms of the benefit arrangement, and (iv) it is unlikely that significant changes to the plan will be made or the plan will be withdrawn. For one-time termination benefits for which future service is required, a liability is measured at the communication date based on its value as of the termination date and recognized ratably over the future service period. The Company recognizes and measures a liability for other related costs in the period in which the liability is incurred. |
Share-Based Compensation | Share-Based Compensation The Company accounts for share-based compensation expense to employees and non-employees based on their fair values on the date of the grant. The Company uses the Black-Scholes option pricing model to determine the fair value of stock options. The use of the Black-Scholes option-pricing model requires the Company to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. The Company recognizes share-based compensation expense for awards with service-based conditions using the straight-line method over the requisite service period, net of any actual forfeitures. |
Cash and Cash Equivalents | Cash and Cash Equivalents All highly-liquid investments that have maturities of 90 days or less at the date of purchase are classified as cash equivalents. Cash equivalents are reported at cost, which approximates fair value due to the short maturities of these instruments. |
Investments | Investments The Company has designated its investments as available-for-sale securities and accounts for them at their respective fair values. The securities are classified as short-term or long-term based on the nature of the securities and their availability to meet current operating requirements. Securities that are readily available for use in current operations are classified as short-term available-for-sale securities and are reported as a component of current assets in the accompanying consolidated balance sheets. Securities that are classified as available-for-sale are measured at fair value, including accrued interest, with temporary unrealized gains and losses reported as a component of stockholders’ equity until their disposition. The Company reviews available-for-sale securities at the end of each period to determine whether they remain available-for-sale based on its then-current intent. The cost of securities sold is based on the specific identification method. The securities are subject to a periodic impairment review. An impairment charge would occur when a decline in the fair value of the investments below the cost basis is judged to be other-than-temporary. |
Fair Value Measurements and Fair Value of Financial Instruments | Fair Value Measurements Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of observable in puts. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. • Level 2 inputs utilizes observable inputs other than Level 1 prices, such as quoted prices, for similar assets or liabilities, quoted market 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 related assets or liabilities. • Level 3 inputs are unobservable data points for the asset or liability and include situations where there is little, if any, market activity for the asset or liability. Certain of the Company’s financial instruments are not measured at fair value on a recurring basis but are recorded at amounts that approximate their fair value due to the short-term nature of their maturities, such as cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses. The Company accounts for warrants to purchase its common stock pursuant to ASC Topic 470, Debt , and ASC Topic 480, Distinguishing Liabilities from Equity , and classifies warrants for common stock as liabilities or equity. The warrants classified as liabilities are reported at their estimated fair value (see Note 5. Investments and Fair Value Measurements |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash equivalents, which include short-term investments that have maturities of less than three months. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts. The Company invests its excess cash primarily in deposits and money market funds held with one financial institution. |
Property and Equipment | Property and Equipment The Company carries its property and equipment at cost, less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally three |
Operating Lease Right-of-Use Asset | Operating Lease Right-of-Use Asset The Company determines if an arrangement is, or contains, a lease at contract inception and during modifications or renewal of existing leases. Operating lease assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The Company’s existing operating lease assets and liabilities were recognized on January 1, 2020, the date of transition to Accounting Standards Update (“ASU”) No. 2016-02 , Leases (Topic 842) , and subsequent amendments to the initial guidance: ASU No. 2017-13, ASU No. 2018-10, and ASU No. 2018-11 (collectively, “ASC 842”). After January 1, 2020, the Company’s operating lease assets and |
Convertible Preferred Stock | Convertible Preferred Stock The Company records shares of non-voting convertible preferred stock at their respective fair values on the dates of issuance, net of issuance costs. The Company has applied the guidance in ASC 480-10-S99-3A, SEC Staff Announcement: Classification and Measurement of Redeemable Securities , and at issuance classified the Series A Preferred Stock outside of stockholders’ equity because, if convertibility of Series A Preferred Stock into common stock was not approved by the stockholders, the Series A Preferred Stock would be redeemable at the option of the holders for cash equal to the closing price of the common stock on last trading day prior to the holder’s redemption request. On December 31, 2020, the stockholders approved the convertibility of the Series A Preferred Stock into common stock and as such, the Company reclassified the Series A Preferred Stock to permanent equity. In September 2021, the Company issued Series B Preferred Stock with conversion rights which the Company has classified as permanent equity in its consolidated balance sheets. |
Impairment of Long-Lived Assets | Impairment of Long-Lived AssetsThe Company assesses the carrying amount of its property and equipment whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. |
Net Loss per Share | Net Loss per Share Basic net loss per share is calculated by dividing the net loss by the weighted average number of shares of common stock outstanding during the period without consideration of common stock equivalents. Since the Company was in a loss position for all periods presented, diluted net loss per share is the same as basic net loss per share for all periods, as the inclusion of all potential common shares outstanding is antidilutive. |
Comprehensive Loss | Comprehensive LossComprehensive loss is comprised of net loss and adjustments for the change in unrealized gains and losses on investments. Unrealized accumulated comprehensive gains or losses are reflected as a separate component in the consolidated statements of changes in stockholders’ equity. |
Income Taxes | Income Taxes The Company accounts for income taxes by using an asset and liability method of accounting for deferred income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is recorded to the extent it is more likely than not that a deferred tax asset will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. The Company’s significant deferred tax assets are for net operating loss carryforwards, tax credits, accruals and reserves, and capitalized start-up costs. The Company has provided a valuation allowance for its entire net deferred tax assets since inception as, due to its history of operating losses, the Company has concluded that it is more likely than not that its deferred tax assets will not be realized. |
Warrants | Warrants Upon the issuance of warrants to purchase shares of common stock, the Company evaluates the terms of the warrant issue to determine the appropriate accounting and classification of the warrant issue pursuant to FASB ASC Topic 480, Distinguishing Liabilities from Equity , FASB ASC Topic 505, Equity , FASB ASC 815, Derivatives and Hedging , and ASC 718, Compensation - Stock Compensation . Warrants are classified as liabilities when the Company may be required to settle a warrant exercise in cash and classified as equity when the Company settles a warrant exercise in shares of its common stock. Liability-classified warrants are valued at fair value at the date of issue and at each reporting date pursuant to FASB ASC 820, Fair Value Measurement , and are reflected as a warrant liability on the Company’s consolidated balance sheets. Any changes in the warrant liability during each reporting period would be reflected as other expense in the consolidated statement of operations and comprehensive loss. |
Segment Information | Segment Information The Company operates in one operating segment and, accordingly, no segment disclosures have been presented herein. All equipment, leasehold improvements, and other fixed assets are physically located within the United States and all agreements with the Company’s partners are denominated in U.S. dollars, except where noted. |
Accounting Pronouncements – To Be Adopted | Accounting Pronouncements – To Be Adopted From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that the Company adopts as of the specified effective date. The Company does not believe that the adoption of recently issued standards have or may have a material impact on the Company’s consolidated financial statements or disclosures. |
ACQUISITION OF PRIVATE VIRIDI_2
ACQUISITION OF PRIVATE VIRIDIAN (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Asset Acquisition | The following table summarizes the net assets acquired based on their estimated fair values as of October 27, 2020 (in thousands): Acquired IPR&D $ 69,861 Cash and cash equivalents 29,371 Accrued liabilities (1,843) Net acquired tangible assets $ 97,389 |
INVESTMENTS AND FAIR VALUE ME_2
INVESTMENTS AND FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Debt Securities, Available-for-sale | Investments The Company’s investments consisted of the following as of December 31, 2021 and December 31, 2020: As of December 31, 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value (in thousands) Money market funds $ 42,199 $ — $ — $ 42,199 U.S. treasury securities 22,215 — (54) 22,161 U.S. corporate paper and bonds 128,005 6 (94) 127,917 International corporate bond holdings 4,603 — (15) 4,588 Total $ 197,022 $ 6 $ (163) $ 196,865 As of December 31, 2020 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value (in thousands) Money market funds $ 45,960 $ — $ — $ 45,960 U.S. treasury securities 81,750 — (8) 81,742 Total $ 127,710 $ — $ (8) $ 127,702 |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following tables summarize the Company’s assets and liabilities that are measured at fair value on a recurring basis: Fair Value Measurements at December 31, 2021, Using: Level 1 Level 2 Level 3 Total (in thousands) Assets: Cash equivalents: Money market funds $ 42,199 $ — $ — $ 42,199 Short-term investments: U.S. treasury securities — 22,161 — 22,161 U.S. corporate paper and bonds — 127,917 — 127,917 International corporate bond holdings — 4,588 — 4,588 Total cash equivalents and short-term investments $ 42,199 $ 154,666 $ — $ 196,865 Liabilities: Preferred stock warrants (included in accrued and other liabilities) $ — $ — $ 100 $ 100 Fair Value Measurements at December 31, 2020, Using: Level 1 Level 2 Level 3 Total (in thousands) Assets: Cash equivalents: Money market funds $ 45,960 $ — $ — $ 45,960 Short-term investments: U.S. treasury securities — 81,742 — 81,742 Total cash equivalents and short-term investments $ 45,960 $ 81,742 $ — $ 127,702 Liabilities: Preferred stock warrants (included in accrued and other liabilities) $ — $ — $ 100 $ 100 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Components of Property and Equipment | Property and equipment, net, consisted of the following: December 31, 2021 2020 (in thousands) Lab equipment $ 775 $ 2,509 Leasehold improvements 749 741 Computer hardware and software 430 336 Furniture and fixtures 197 166 Property and equipment, gross 2,151 3,752 Less: accumulated depreciation and amortization (1,776) (3,443) Property and equipment, net $ 375 $ 309 |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Components of Accrued Liabilities | Accrued liabilities consisted of the following: December 31, 2021 2020 (in thousands) Accrued outsourced clinical trials and preclinical studies $ 6,316 $ 5,400 Accrued employee compensation and related taxes 3,652 1,963 Operating lease liability, short-term 520 455 Accrued legal fees and expenses 80 380 Accrued other professional service fees 140 796 Value of liability-classified stock purchase warrants 100 100 License agreement liability — 86 Other accrued liabilities 210 523 Total accrued liabilities $ 11,018 $ 9,703 |
WARRANTS (Tables)
WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Warrants | The following table presents information about the Company’s outstanding warrants: Number of Underlying Shares (1) Weighted-Average Exercise Price at December 31, 2021 Remaining Contractual Life at December 31, 2021 December 31, 2021 2020 Liability-classified warrants Issued April 2017 781 781 $127.95 3.33 Equity-classified warrants Acquired October 2020 29,446 29,446 $0.01 8.73 Issued February 2020 (2) 388,796 466,667 $15.28 3.12 Issued November 2017 1,606 1,606 $0.41 2.87 Subtotal 419,848 497,719 $15.70 Total warrants 420,629 498,500 $15.91 ____________________ (1) If the Company subdivides (by any stock split, stock dividend, recapitalization, or otherwise) its outstanding shares of its common stock into a smaller number of shares, the warrant exercise price is proportionately reduced and the number of shares under outstanding warrants is proportionately increased. Additionally, if the Company combines (by combination, reverse stock split, or otherwise) its outstanding shares of common stock into a smaller number of shares, the warrant exercise price is proportionately increased and the number of shares under outstanding warrants is proportionately decreased. (2) Subject to specified conditions, the Company may voluntarily reduce the warrant exercise price of the warrants issued in February 2020. A summary of the Company’s warrant activity during the year ended December 31, 2021 is as follows: Common Stock Warrants Number Weighted-Average Exercise Price Outstanding at December 31, 2020 498,500 $16.00 Exercised (77,871) $16.50 Outstanding at December 31, 2021 420,629 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Summary of Balances by Plan | As of December 31, 2021, the Company had the following balances by plan: Stock Options Outstanding Shares Available for Issuance Inducement Awards 720,000 — 2020 Plan 746,386 1,030,549 2016 Plan 2,216,940 1,125,396 2008 Plan 513 — Total 3,683,839 2,155,945 |
Schedule of Stock Option Activity | A summary of common stock option activity is as follows: Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2020 1,033,256 $ 15.34 8.56 $ 11,427 Granted 3,437,690 20.56 Exercised (106,831) 9.61 Forfeited or expired (680,276) (33.94) Outstanding at December 31, 2021 3,683,839 16.94 8.94 $ 15,969 Vested or expected to vest as of December 31, 2021 3,683,839 $ 16.94 8.94 $ 15,969 Exercisable as of December 31, 2021 618,293 $ 15.92 7.33 $ 4,167 Vested as of December 31, 2021 618,293 $ 15.92 7.33 $ 4,167 |
Schedule of Fair Value Assumptions for Stock Options | The fair value was determined by the Black-Scholes option pricing model using the following weighted-average assumptions: Year Ended 2021 2020 Expected term, in years 5.92 5.55 Expected volatility 117.7 % 118.1 % Risk-free interest rate 0.8 % 0.4 % Expected dividend yield — % — % Weighted average exercise price $ 20.56 $ 3.59 |
Schedule of Allocation of Share-based Compensation Expense | Share-based compensation related to all equity awards issued pursuant to the Equity Incentive Plans and for estimated shares to be issued under the ESPP for the purchase periods active during each respective period is included in the consolidated statements of operations and comprehensive loss as follows: Year Ended 2021 2020 (in thousands) Research and development $ 4,701 $ 861 General and administrative 9,764 2,784 Total share-based compensation expense $ 14,465 $ 3,645 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Potentially Dilutive Securities | Potentially dilutive securities include the following: December 31, 2021 2020 (in thousands) Series A Preferred Stock, as converted to shares of common stock 17,363 26,567 Series B Preferred Stock, as converted to shares of common stock 1,542 — Options to purchase common stock 3,684 1,033 Warrants to purchase common stock 421 499 Total 23,010 28,099 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | The effective income tax rate of the provision for income taxes differs from the federal statutory rate as follows: Year Ended December 31, 2021 2020 Federal statutory income tax rate 21.0 % 21.0 % Federal and state tax credits 1.5 0.4 State income taxes, net of federal benefit 8.3 1.3 Change in valuation allowance (28.5) 15.8 IPR&D 0.0 (12.9) Other permanent items — (0.9) Section 382 limit — (24.9) Stock-based compensation (2.3) 0.2 Effective income tax rate — % — % |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred income tax assets and liabilities are presented below: Year Ended December 31, 2021 2020 (in thousands) Deferred tax assets: Net operating loss carryforwards $ 40,992 $ 22,622 Tax credits 1,686 494 Accruals and reserves 3,055 2,037 Stock-based expense 3,123 1,571 Start-up costs 5,013 2,467 Total deferred tax assets 53,869 29,191 Valuation allowance (53,430) (29,073) Net deferred tax assets 439 118 Deferred tax liabilities: Operating lease right-of-use asset, net (439) (118) Total deferred tax liabilities (439) (118) Total deferred tax assets, net $ — $ — |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details) - USD ($) | Dec. 31, 2021 | Nov. 08, 2021 | Oct. 27, 2020 | Apr. 30, 2021 | Mar. 31, 2017 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 23, 2021 | Nov. 12, 2020 |
Business Acquisition [Line Items] | |||||||||
Accumulated deficit | $ 358,300,000 | $ 358,300,000 | $ 278,887,000 | ||||||
Cash, cash equivalents and short-term investments | $ 197,000,000 | $ 197,000,000 | |||||||
ATM Agreement | |||||||||
Business Acquisition [Line Items] | |||||||||
Aggregate offering | $ 75,000,000 | $ 50 | $ 50,000,000 | ||||||
Commission fee percent | 3.00% | 300.00% | 3.00% | ||||||
Shares sold (in shares) | 0 | ||||||||
Common Stock | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of securities called by each warrant or right (in shares) | 66.67 | ||||||||
Common Stock | ATM Agreement | |||||||||
Business Acquisition [Line Items] | |||||||||
Shares sold (in shares) | 2,551,269 | 189,763 | |||||||
Viridian Merger | Series A Preferred Stock, as converted to shares of common stock | |||||||||
Business Acquisition [Line Items] | |||||||||
Stock issued (in shares) | 203,197 | ||||||||
Viridian Merger | Common Stock | |||||||||
Business Acquisition [Line Items] | |||||||||
Stock issued (in shares) | 72,131 | ||||||||
Number of securities called by each warrant or right (in shares) | 66.67 | 66.67 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($)plan_phase | Dec. 31, 2019plan_phase | |
Property, Plant and Equipment [Line Items] | |||
Number of plan phases | plan_phase | 2 | 2 | |
Impairment charges | $ 0 | $ 0 | |
Unrealized gain (loss) on investments | (100,000) | (8,000) | |
Unrecognized tax benefits | 0 | ||
Income tax penalties and interest expense | $ 0 | $ 0 | |
Number of operating segments | segment | 1 | ||
Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 3 years | ||
Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 5 years |
ACQUISITION OF PRIVATE VIRIDI_3
ACQUISITION OF PRIVATE VIRIDIAN - Narrative (Details) - USD ($) $ in Millions | Oct. 27, 2020 | Sep. 23, 2021 | Nov. 12, 2020 |
Common Stock | |||
Business Acquisition [Line Items] | |||
Number of securities called by each warrant or right (in shares) | 66.67 | ||
Viridian Merger | |||
Business Acquisition [Line Items] | |||
Payment for asset acquisition | $ 97.4 | ||
Direct costs of the asset acquisition | $ 2 | ||
Viridian Merger | Series A Preferred Stock, as converted to shares of common stock | |||
Business Acquisition [Line Items] | |||
Stock issued (in shares) | 203,197 | ||
Viridian Merger | Common Stock | |||
Business Acquisition [Line Items] | |||
Stock issued (in shares) | 72,131 | ||
Number of securities called by each warrant or right (in shares) | 66.67 | 66.67 |
ACQUISITION OF PRIVATE VIRIDI_4
ACQUISITION OF PRIVATE VIRIDIAN - Summary of Assets Acquired and Liabilities Assumed (Details) - Viridian Merger $ in Thousands | Oct. 27, 2020USD ($) |
Business Acquisition [Line Items] | |
Acquired IPR&D | $ 69,861 |
Cash and cash equivalents | 29,371 |
Accrued liabilities | (1,843) |
Net acquired tangible assets | $ 97,389 |
COLLABORATION AGREEMENTS (Detai
COLLABORATION AGREEMENTS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Revenue | $ 2,963 | $ 1,050 |
Collaboration revenue | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Revenue | $ 2,963 | 735 |
Zenas BioPharma | Tellus Bioventures | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Noncontrolling interest ownership percentage | 5.00% | |
Zenas BioPharma | Collaboration revenue | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Revenue | $ 3,000 | $ 54 |
INVESTMENTS AND FAIR VALUE ME_3
INVESTMENTS AND FAIR VALUE MEASUREMENTS - Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 197,022 | $ 127,710 |
Gross Unrealized Gains | 6 | 0 |
Gross Unrealized Losses | (163) | (8) |
Estimated Fair Value | 196,865 | 127,702 |
Money market funds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 42,199 | 45,960 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | 42,199 | 45,960 |
U.S. treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 22,215 | 81,750 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (54) | (8) |
Estimated Fair Value | 22,161 | $ 81,742 |
U.S. corporate paper and bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 128,005 | |
Gross Unrealized Gains | 6 | |
Gross Unrealized Losses | (94) | |
Estimated Fair Value | 127,917 | |
International corporate bond holdings | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 4,603 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (15) | |
Estimated Fair Value | $ 4,588 |
INVESTMENTS AND FAIR VALUE ME_4
INVESTMENTS AND FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
Realized gains in available for sale securities | $ 4,000 | $ 0 |
INVESTMENTS AND FAIR VALUE ME_5
INVESTMENTS AND FAIR VALUE MEASUREMENTS - Fair Value Measurements (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Short-term investments: | ||
Short-term investments | $ 196,865 | $ 127,702 |
Money market funds | ||
Short-term investments: | ||
Short-term investments | 42,199 | 45,960 |
U.S. treasury securities | ||
Short-term investments: | ||
Short-term investments | 22,161 | 81,742 |
U.S. corporate paper and bonds | ||
Short-term investments: | ||
Short-term investments | 127,917 | |
International corporate bond holdings | ||
Short-term investments: | ||
Short-term investments | 4,588 | |
Fair Value, Recurring | ||
Short-term investments: | ||
Total cash equivalents and short-term investments | 196,865 | 127,702 |
Liabilities: | ||
Preferred stock warrants (included in accrued and other liabilities) | 100 | 100 |
Fair Value, Recurring | Money market funds | ||
Cash equivalents: | ||
Cash equivalents | 42,199 | 45,960 |
Fair Value, Recurring | U.S. treasury securities | ||
Short-term investments: | ||
Short-term investments | 22,161 | 81,742 |
Fair Value, Recurring | U.S. corporate paper and bonds | ||
Short-term investments: | ||
Short-term investments | 127,917 | |
Fair Value, Recurring | International corporate bond holdings | ||
Short-term investments: | ||
Short-term investments | 4,588 | |
Fair Value, Recurring | Level 1 | ||
Short-term investments: | ||
Total cash equivalents and short-term investments | 42,199 | 45,960 |
Liabilities: | ||
Preferred stock warrants (included in accrued and other liabilities) | 0 | 0 |
Fair Value, Recurring | Level 1 | Money market funds | ||
Cash equivalents: | ||
Cash equivalents | 42,199 | 45,960 |
Fair Value, Recurring | Level 1 | U.S. treasury securities | ||
Short-term investments: | ||
Short-term investments | 0 | 0 |
Fair Value, Recurring | Level 1 | U.S. corporate paper and bonds | ||
Short-term investments: | ||
Short-term investments | 0 | |
Fair Value, Recurring | Level 1 | International corporate bond holdings | ||
Short-term investments: | ||
Short-term investments | 0 | |
Fair Value, Recurring | Level 2 | ||
Short-term investments: | ||
Total cash equivalents and short-term investments | 154,666 | 81,742 |
Liabilities: | ||
Preferred stock warrants (included in accrued and other liabilities) | 0 | 0 |
Fair Value, Recurring | Level 2 | Money market funds | ||
Cash equivalents: | ||
Cash equivalents | 0 | 0 |
Fair Value, Recurring | Level 2 | U.S. treasury securities | ||
Short-term investments: | ||
Short-term investments | 22,161 | |
Fair Value, Recurring | Level 2 | U.S. corporate paper and bonds | ||
Short-term investments: | ||
Short-term investments | 127,917 | |
Fair Value, Recurring | Level 2 | International corporate bond holdings | ||
Short-term investments: | ||
Short-term investments | 4,588 | |
Fair Value, Recurring | Level 3 | ||
Short-term investments: | ||
Total cash equivalents and short-term investments | 0 | 0 |
Liabilities: | ||
Preferred stock warrants (included in accrued and other liabilities) | 100 | 100 |
Fair Value, Recurring | Level 3 | Money market funds | ||
Cash equivalents: | ||
Cash equivalents | 0 | 0 |
Fair Value, Recurring | Level 3 | U.S. treasury securities | ||
Short-term investments: | ||
Short-term investments | 0 | $ 0 |
Fair Value, Recurring | Level 3 | U.S. corporate paper and bonds | ||
Short-term investments: | ||
Short-term investments | 0 | |
Fair Value, Recurring | Level 3 | International corporate bond holdings | ||
Short-term investments: | ||
Short-term investments | $ 0 |
PROPERTY AND EQUIPMENT - Compon
PROPERTY AND EQUIPMENT - Components of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,151 | $ 3,752 |
Less: accumulated depreciation and amortization | (1,776) | (3,443) |
Property and equipment, net | 375 | 309 |
Lab equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 775 | 2,509 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 749 | 741 |
Computer hardware and software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 430 | 336 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 197 | $ 166 |
PROPERTY AND EQUIPMENT - Narrat
PROPERTY AND EQUIPMENT - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Assets held-for-sale | $ 100 | |
Proceeds from sale of machinery and equipment | 100 | |
Loss from disposition of equipment | 100 | |
Depreciation and amortization | $ 120 | $ 239 |
ACCRUED LIABILITIES - Component
ACCRUED LIABILITIES - Components of Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2020 |
Payables and Accruals [Abstract] | |||
Accrued outsourced clinical trials and preclinical studies | $ 6,316 | $ 5,400 | |
Accrued employee compensation and related taxes | 3,652 | 1,963 | |
Operating lease liability, short-term | 520 | 455 | $ 100 |
Accrued legal fees and expenses | 80 | 380 | |
Accrued other professional service fees | 140 | 796 | |
Value of liability-classified stock purchase warrants | 100 | 100 | |
License agreement liability | 0 | 86 | |
Other accrued liabilities | 210 | 523 | |
Total accrued liabilities | $ 11,018 | $ 9,703 | |
Operating lease, liability, current, statement of financial position [Extensible List] | Total accrued liabilities | Total accrued liabilities | Total accrued liabilities |
NOTES PAYABLE - Narrative (Deta
NOTES PAYABLE - Narrative (Details) - USD ($) | 1 Months Ended | ||||
Apr. 30, 2020 | Nov. 30, 2017 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 18, 2020 | |
2017 SVB Loan Agreement | Note Payable to Banks | |||||
Debt Instrument [Line Items] | |||||
Proceeds from debt | $ 10,000,000 | ||||
Repayment period | 30 months | ||||
Interest-only period | 18 months | ||||
Extended maturity period | 6 months | ||||
Final payment fee | $ 900,000 | ||||
Notes payable to bank | $ 0 | ||||
Paycheck Protection Program Loan | |||||
Debt Instrument [Line Items] | |||||
Unsecured debt | $ 0 | ||||
Paycheck Protection Program Loan | Unsecured debt | |||||
Debt Instrument [Line Items] | |||||
Loan received | $ 1,700,000 | ||||
Interest rate | 1.00% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | 1 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2021USD ($)shares | Dec. 31, 2021USD ($)renewal_termshares | Dec. 31, 2020USD ($)shares | Apr. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Dec. 16, 2020USD ($) | Oct. 31, 2020USD ($) | Jan. 01, 2020 | |
Commitments and Contingencies [Line Items] | ||||||||
Number of renewal terms (up to) | renewal_term | 3 | |||||||
Lessee, operating lease, renewal term | 3 years | 3 years | ||||||
Operating lease right-of-use asset, net | $ 1,680,000 | $ 1,680,000 | $ 478,000 | $ 1,600,000 | $ 100,000 | |||
Operating lease liability, short-term | 520,000 | 520,000 | $ 455,000 | $ 100,000 | ||||
Lease discount rate | 6.00% | 6.00% | ||||||
Lease remaining term | 12 months | |||||||
Future lease payments due | $ 1,900,000 | $ 1,900,000 | ||||||
Operating lease, liability, current, statement of financial position [Extensible List] | Accrued liabilities | Accrued liabilities | Accrued liabilities | Accrued liabilities | ||||
Operating lease liability noncurrent | $ 1,200,000 | $ 1,200,000 | $ 1,600,000 | |||||
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other liabilities | Other liabilities | Other liabilities | |||||
Amortization of the operating lease right-of-use asset | $ 500,000 | |||||||
Rent expense | $ 300,000 | |||||||
Operating lease payments | 300,000 | |||||||
Operating expenses of leases | 300,000 | $ 300,000 | ||||||
Lessor, operating lease, payments to be received | $ 200,000 | |||||||
ImmunoGen, Inc | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Potential royalty payments | $ 95,000,000 | |||||||
Milestone payment | $ 2,500,000 | |||||||
Potential milestone payments (up to) | $ 48,000,000 | |||||||
Xencor, Inc | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Potential royalty payments | 20,000,000 | 20,000,000 | $ 25,000,000 | |||||
Potential milestone payments (up to) | $ 27,750,000 | $ 27,750,000 | $ 30,000,000 | |||||
License and right term | 1 year | |||||||
Shares issued in exchange for rights granted (in shares) | shares | 394,737 | 394,737 | 322,407 | |||||
Shares issued in exchange for rights granted | $ 7,500,000 | $ 6,000,000 | ||||||
Development milestone payment | $ 4,750,000 | 4,750,000 | ||||||
Special milestone payments | $ 3,000,000 | $ 3,000,000 |
CAPITAL STOCK (Details)
CAPITAL STOCK (Details) | Dec. 31, 2021$ / sharesshares | Nov. 08, 2021USD ($) | Nov. 12, 2020shares | Oct. 27, 2020USD ($)shares | Sep. 30, 2021USD ($)$ / sharesshares | Apr. 30, 2021USD ($) | Feb. 29, 2020USD ($)$ / sharesshares | Dec. 31, 2019shares | Aug. 31, 2018USD ($)shares | Mar. 31, 2017USD ($) | Sep. 30, 2021USD ($)$ / shares | Dec. 31, 2021$ / sharesshares | Dec. 31, 2021USD ($)closing$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2020$ / sharesshares | Mar. 31, 2021USD ($) | Sep. 23, 2021shares | Jan. 04, 2021vote$ / sharesshares |
Class of Stock [Line Items] | |||||||||||||||||||
Shares authorized (in shares) | 205,000,000 | ||||||||||||||||||
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | ||||||||||||
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | ||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||
Common stock, vote per share | vote | 1 | ||||||||||||||||||
Proceeds from the sale of common stock, the 2021 Public Offering and April 2021 ATM | $ | $ 114,242,000 | $ 0 | |||||||||||||||||
Common stock, shares issued (in shares) | 23,924,004 | 23,924,004 | 23,924,004 | 4,231,135 | 4,231,135 | 4,231,135 | |||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 15.91 | $ 15.91 | $ 15.91 | $ 16 | $ 16 | $ 16 | |||||||||||||
Series A Preferred Stock, as converted to shares of common stock | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Preferred stock, shares authorized (in shares) | 435,000 | 435,000 | 435,000 | 435,000 | 435,000 | 435,000 | |||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||
Preferred stock outstanding (in shares) | 260,437 | 260,437 | 260,437 | 398,487 | 398,487 | 398,487 | |||||||||||||
Series B Preferred Stock, as converted to shares of common stock | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Preferred stock, shares authorized (in shares) | 500,000 | 500,000 | 500,000 | 500,000 | 500,000 | 500,000 | |||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||
Preferred stock outstanding (in shares) | 23,126 | 23,126 | 23,126 | 0 | 0 | 0 | |||||||||||||
Viridian Merger | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Gross proceeds of private placement | $ | $ 91,000,000 | ||||||||||||||||||
Common Stock | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Number of securities called by each warrant or right (in shares) | 66.67 | ||||||||||||||||||
Common Stock | Series A Preferred Stock, as converted to shares of common stock | Series A Preferred Stock Conversion | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Conversion of stock, shares issued (in shares) | 9,203,732 | ||||||||||||||||||
Common Stock | Viridian Merger | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Stock split ratio, common stock | 0.0666 | ||||||||||||||||||
Number of securities called by each warrant or right (in shares) | 66.67 | 66.67 | |||||||||||||||||
Preferred Stock | Series A Preferred Stock, as converted to shares of common stock | Series A Preferred Stock Conversion | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Conversion of stock, shares converted (in shares) | 138,050 | 0 | |||||||||||||||||
Preferred Stock | Series B Preferred Stock, as converted to shares of common stock | Series B Preferred Stock Conversion | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Conversion of stock, shares converted (in shares) | 0 | ||||||||||||||||||
ATM Agreement | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Aggregate offering | $ | $ 75,000,000 | $ 50 | $ 50,000,000 | ||||||||||||||||
Commission fee percent | 3.00% | 300.00% | 3.00% | ||||||||||||||||
Shares sold (in shares) | 0 | ||||||||||||||||||
ATM Agreement | Common Stock | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Shares sold (in shares) | 2,551,269 | 189,763 | |||||||||||||||||
Weighted-average share price (in dollars per share) | $ / shares | $ 13.13 | ||||||||||||||||||
Proceeds from the sale of common stock, the 2021 Public Offering and April 2021 ATM | $ | $ 32,400,000 | $ 11,600,000 | |||||||||||||||||
Aspire Stock Purchase Agreement | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Shares sold (in shares) | 412,187 | ||||||||||||||||||
Weighted-average share price (in dollars per share) | $ / shares | $ 21.35 | ||||||||||||||||||
Amount of shares authorized to be sold (in shares) | 20,000,000 | 10,200,000 | |||||||||||||||||
Sale of stock, term | 30 months | ||||||||||||||||||
Transaction value | $ | $ 8,800,000 | ||||||||||||||||||
Average over number of lowest sale prices | closing | 3 | ||||||||||||||||||
Number of consecutive days threshold | 10 days | ||||||||||||||||||
Aspire Stock Purchase Agreement | Common Stock | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Amount of shares required to be purchased (in shares) | 13,333 | ||||||||||||||||||
Additional trading volume available for purchase, percent | 30.00% | ||||||||||||||||||
Price of additional share, percent of next business days' volume weighted average price | 97.00% | ||||||||||||||||||
LLS Stock Purchase Agreement | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Aggregate offering | $ | $ 1,400,000 | ||||||||||||||||||
Shares sold (in shares) | 50,490 | ||||||||||||||||||
Amount of shares authorized to be sold (in shares) | 5,000,000 | ||||||||||||||||||
Transaction value | $ | $ 5,000,000 | ||||||||||||||||||
Over-Allotment Option | Common Stock | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Shares sold (in shares) | 1,159,089 | ||||||||||||||||||
Oppenheimer | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Proceeds from the sale of common stock, the 2021 Public Offering and April 2021 ATM | $ | $ 13,900,000 | ||||||||||||||||||
Number of securities called by each warrant or right (in shares) | 1 | ||||||||||||||||||
Amount of shares authorized to be sold (in shares) | 1,000,000 | ||||||||||||||||||
Convertible preferred stock (in shares) | 500,000 | ||||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 16.50 | ||||||||||||||||||
Number of shares sold per each combination (in shares) | 1 | ||||||||||||||||||
Combined price of instruments issued per share (in dollars per share) | $ / shares | $ 15 | ||||||||||||||||||
Number of warrants sold per each combination (in shares) | 0.50 | ||||||||||||||||||
Public Stock Offering | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Aggregate offering | $ | $ 97,700,000 | ||||||||||||||||||
Public Stock Offering | Series B Preferred Stock, as converted to shares of common stock | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Shares sold (in shares) | 23,126 | ||||||||||||||||||
Sale price (in dollars per share) | $ / shares | $ 733.37 | $ 733.37 | |||||||||||||||||
Public Stock Offering | Common Stock | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Shares sold (in shares) | 7,344,543 | ||||||||||||||||||
Sale price (in dollars per share) | $ / shares | $ 11 | $ 11 | |||||||||||||||||
Private Placement | Viridian Merger | Series A Preferred Stock, as converted to shares of common stock | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Shares sold (in shares) | 195,290 | ||||||||||||||||||
Maximum | Common Stock | Series B Preferred Stock, as converted to shares of common stock | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Beneficial ownership | 19.90% | ||||||||||||||||||
Maximum | Common Stock | Viridian Merger | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Beneficial ownership | 19.99% | ||||||||||||||||||
Minimum | Common Stock | Series B Preferred Stock, as converted to shares of common stock | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Beneficial ownership | 4.90% | ||||||||||||||||||
Minimum | Common Stock | Viridian Merger | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Beneficial ownership | 4.99% |
WARRANTS - Stock Warrants Outst
WARRANTS - Stock Warrants Outstanding (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2017 | |
Class of Warrant or Right [Line Items] | |||
Number of Underlying Shares (in shares) | 420,629 | 498,500 | |
Weighted average exercise price (in dollars per share) | $ 15.91 | $ 16 | |
Issued April 2017 | |||
Class of Warrant or Right [Line Items] | |||
Number of Underlying Shares (in shares) | 781 | 781 | |
Weighted average exercise price (in dollars per share) | $ 127.95 | ||
Remaining contractual life | 3 years 3 months 29 days | ||
Acquired October 2020 | |||
Class of Warrant or Right [Line Items] | |||
Number of Underlying Shares (in shares) | 29,446 | 29,446 | |
Weighted average exercise price (in dollars per share) | $ 0.01 | $ 0.15 | |
Remaining contractual life | 8 years 8 months 23 days | ||
Issued February 2020 | |||
Class of Warrant or Right [Line Items] | |||
Number of Underlying Shares (in shares) | 388,796 | 466,667 | |
Weighted average exercise price (in dollars per share) | $ 15.28 | $ 16.50 | |
Remaining contractual life | 3 years 1 month 13 days | ||
Issued November 2017 | |||
Class of Warrant or Right [Line Items] | |||
Number of Underlying Shares (in shares) | 1,606 | 1,606 | |
Weighted average exercise price (in dollars per share) | $ 0.41 | $ 107.25 | |
Remaining contractual life | 2 years 10 months 13 days | ||
Equity-classified warrants | |||
Class of Warrant or Right [Line Items] | |||
Number of Underlying Shares (in shares) | 419,848 | 497,719 | |
Weighted average exercise price (in dollars per share) | $ 15.70 |
WARRANTS - Stock Warrant Activi
WARRANTS - Stock Warrant Activity (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Number | |
Beginning balance (in shares) | shares | 498,500 |
Exercised (in shares) | shares | (77,871) |
Ending balance (in shares) | shares | 420,629 |
Weighted-Average Exercise Price | |
Beginning balance (in dollars per share) | $ / shares | $ 16 |
Exercised (in dollars per share) | $ / shares | 16.50 |
Ending balance (in dollars per share) | $ / shares | $ 15.91 |
WARRANTS - Narrative (Details)
WARRANTS - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | Nov. 06, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2017 |
Class of Warrant or Right [Line Items] | ||||
Warrant exercise price (in dollars per share) | $ 15.91 | $ 16 | ||
Acquired October 2020 | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding (in shares) | 29,446 | |||
Warrant exercise price (in dollars per share) | 0.01 | $ 0.15 | ||
Expected life (years) | 10 years | |||
Issued February 2020 | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding (in shares) | 33,333 | 500,000 | ||
Warrant exercise price (in dollars per share) | 15.28 | $ 16.50 | ||
Expected life (years) | 5 years | |||
Proceeds from warrant exercises | $ 0.5 | |||
Issued November 2017 | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding (in shares) | 1,606 | |||
Warrant exercise price (in dollars per share) | $ 0.41 | $ 107.25 | ||
Expected life (years) | 7 years |
SHARE-BASED COMPENSATION - Narr
SHARE-BASED COMPENSATION - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | 61 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized employee stock-based compensation costs | $ 45.1 | $ 45.1 | |
Remaining weighted-average period for RSUs | 3 years 2 months 1 day | ||
Common Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Purchase price of common stock, percentage of fair market value | 85.00% | ||
Stock purchase offering period | 6 months | ||
Number of shares available for issuance under ESPP (in shares) | 83,437 | 83,437 | |
Issuance of common stock for cash under employee stock purchase plan (in shares) | 3,312 | 2,500 | 14,050 |
Options to Purchase Common Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration period | 10 years | ||
Vesting period (up to) | 48 months | ||
Weighted average fair value per option (in usd per share) | $ 17.50 | $ 11.44 | |
Options to Purchase Common Stock | Initial Vesting Period | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percent | 25.00% | ||
Options to Purchase Common Stock | Subsequent Vesting Period | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percent | 75.00% | ||
Vesting period (up to) | 36 months | ||
2016 Equity Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares authorized for issuance (in shares) | 3,419,368 | 3,419,368 | |
2016 Equity Plan | Options to Purchase Common Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration period | 10 years |
SHARE-BASED COMPENSATION - Bala
SHARE-BASED COMPENSATION - Balance by Plans (Details) | Dec. 31, 2021shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock options outstanding (in shares) | 3,683,839 |
Shares available for issuance (in shares) | 2,155,945 |
Inducement Awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock options outstanding (in shares) | 720,000 |
Shares available for issuance (in shares) | 0 |
2020 Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock options outstanding (in shares) | 746,386 |
Shares available for issuance (in shares) | 1,030,549 |
2016 Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock options outstanding (in shares) | 2,216,940 |
Shares available for issuance (in shares) | 1,125,396 |
2008 Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock options outstanding (in shares) | 513 |
Shares available for issuance (in shares) | 0 |
SHARE-BASED COMPENSATION - Stoc
SHARE-BASED COMPENSATION - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Options | ||
Ending balance (in shares) | 3,683,839 | |
Options to purchase common stock | ||
Number of Options | ||
Beginning balance (in shares) | 1,033,256 | |
Granted (in shares) | 3,437,690 | |
Exercised (in shares) | (106,831) | |
Forfeited or expired (in shares) | (680,276) | |
Ending balance (in shares) | 3,683,839 | 1,033,256 |
Vested or expected to vest (in shares) | 3,683,839 | |
Exercisable (in shares) | 618,293 | |
Vested (in shares) | 618,293 | |
Weighted-Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 15.34 | |
Granted (in dollars per share) | 20.56 | |
Exercised (in dollars per share) | 9.61 | |
Forfeited or expired (in dollars per share) | (33.94) | |
Ending balance (in dollars per share) | 16.94 | $ 15.34 |
Vested or expected to vest (in dollars per share) | 16.94 | |
Exercisable (in dollars per share) | 15.92 | |
Vested (in dollars per share) | $ 15.92 | |
Weighted average remaining contractual term and Aggregate intrinsic value | ||
Outstanding (Weighted Average Remaining Contractual Term) | 8 years 11 months 8 days | 8 years 6 months 21 days |
Vested or expected to vest (Weighted Average Remaining Contractual Term) | 8 years 11 months 8 days | |
Exercisable (Weighted Average Remaining Contractual Term) | 7 years 3 months 29 days | |
Vested (Weighted Average Remaining Contractual Term) | 7 years 3 months 29 days | |
Outstanding (Aggregate Intrinsic Value) | $ 15,969 | $ 11,427 |
Vested or expected to vest (Aggregate Intrinsic Value) | 15,969 | |
Exercisable (Aggregate Intrinsic Value) | 4,167 | |
Vested (Aggregate Intrinsic Value) | $ 4,167 |
SHARE-BASED COMPENSATION - Fair
SHARE-BASED COMPENSATION - Fair Value Assumption for Stock Options (Details) - Options to purchase common stock - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term, in years | 5 years 11 months 1 day | 5 years 6 months 18 days |
Expected volatility | 117.70% | 118.10% |
Risk-free interest rate | 0.80% | 0.40% |
Expected dividend yield | 0.00% | 0.00% |
Weighted-average exercise price (in dollars per share) | $ 20.56 | $ 3.59 |
SHARE-BASED COMPENSATION - Allo
SHARE-BASED COMPENSATION - Allocation of Share-based Compensation Expense on Statements of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation expense | $ 14,465 | $ 3,645 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation expense | 4,701 | 861 |
General and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation expense | $ 9,764 | $ 2,784 |
NET LOSS PER SHARE - Summary of
NET LOSS PER SHARE - Summary of Potential Dilutive Securities (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive securities (in shares) | 23,010 | 28,099 |
Series A Preferred Stock, as converted to shares of common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive securities (in shares) | 17,363 | 26,567 |
Series B Preferred Stock, as converted to shares of common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive securities (in shares) | 1,542 | 0 |
Options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive securities (in shares) | 3,684 | 1,033 |
Warrants to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive securities (in shares) | 421 | 499 |
INCOME TAXES - Effective Tax Ra
INCOME TAXES - Effective Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory income tax rate | 21.00% | 21.00% |
Federal and state tax credits | 1.50% | 0.40% |
State income taxes, net of federal benefit | 8.30% | 1.30% |
Change in valuation allowance | (28.50%) | 15.80% |
IPR&D | 0.00% | (12.90%) |
Other permanent items | 0.00% | (0.90%) |
Section 382 limit | 0.00% | (24.90%) |
Stock-based compensation | (2.30%) | 0.20% |
Effective income tax rate | 0.00% | 0.00% |
INCOME TAXES - Components of De
INCOME TAXES - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 40,992 | $ 22,622 |
Tax credits | 1,686 | 494 |
Accruals and reserves | 3,055 | 2,037 |
Stock-based expense | 3,123 | 1,571 |
Start-up costs | 5,013 | 2,467 |
Total deferred tax assets | 53,869 | 29,191 |
Valuation allowance | (53,430) | (29,073) |
Net deferred tax assets | 439 | 118 |
Deferred tax liabilities: | ||
Operating lease right-of-use asset, net | (439) | (118) |
Total deferred tax liabilities | (439) | (118) |
Total deferred tax assets, net | $ 0 | $ 0 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Tax Credit Carryforward [Line Items] | ||
Aggregate limitation on utilization of certain net operating losses and credits | $ 59,000,000 | |
Tax credit write off | 15,300,000 | |
Net deferred tax assets before valuation allowance | $ 53,400,000 | $ 29,100,000 |
Valuation allowance percent | 100.00% | 100.00% |
Increase in valuation allowance | $ 24,400,000 | $ 17,200,000 |
Accrued interest | 0 | $ 0 |
Research and experimentation tax carryforward | ||
Tax Credit Carryforward [Line Items] | ||
Tax credit carryforward amount | 1,700,000 | |
Domestic Tax Authority | ||
Tax Credit Carryforward [Line Items] | ||
Net operating loss carryforwards | 157,800,000 | |
State and Local Jurisdiction | ||
Tax Credit Carryforward [Line Items] | ||
Net operating loss carryforwards | $ 168,900,000 |
Uncategorized Items - vrdn-2021
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2016-02 [Member] |