Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 31, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-40323 | |
Entity Registrant Name | Recursion Pharmaceuticals, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 46-4099738 | |
Entity Address, Address Line One | 41 S Rio Grande Street | |
Entity Address, City or Town | Salt Lake City | |
Entity Address, State or Province | UT | |
Entity Address, Postal Zip Code | 84101 | |
City Area Code | 385 | |
Local Phone Number | 269 - 0203 | |
Title of 12(b) Security | Class A Common Stock, par value $0.00001 | |
Trading Symbol | RXRX | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001601830 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 159,525,190 | |
Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 9,467,883 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 394,721 | $ 262,126 |
Restricted cash | 10,233 | 5,041 |
Accounts receivable | 34 | 156 |
Other receivables | 2,248 | 0 |
Investments | 184,189 | 0 |
Other current assets | 9,445 | 2,155 |
Total current assets | 600,870 | 269,478 |
Property and equipment, net | 55,439 | 25,967 |
Intangible assets, net | 2,262 | 2,490 |
Other non-current assets | 35 | 650 |
Total assets | 658,606 | 298,585 |
Current liabilities | ||
Accounts payable | 6,326 | 1,074 |
Accrued expenses and other liabilities | 25,113 | 10,485 |
Current portion of unearned revenue | 10,000 | 10,000 |
Current portion of notes payable | 88 | 1,073 |
Current portion of lease incentive obligation | 1,416 | 467 |
Total current liabilities | 42,943 | 23,099 |
Deferred rent | 3,348 | 2,674 |
Unearned revenue, net of current portion | 9,167 | 16,667 |
Notes payable, net of current portion | 656 | 11,414 |
Lease incentive obligation, net of current portion | 3,460 | 2,708 |
Total liabilities | 59,574 | 56,562 |
Commitments and contingencies (Note 8) | ||
Convertible preferred stock (series A, A-1, B, C and D), $0.00001 par value; 200,000,000 and 121,434,713 shares authorized as of September 30, 2021 and December 31, 2020, respectively; 0 and 112,088,065 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively; liquidation preference of $0 and $450,850 as of September 30, 2021 and December 31, 2020, respectively | 0 | 448,312 |
Stockholders’ equity (deficit) | ||
Common stock (Class A and B), $0.00001 par value; 2,000,000,000 (Class A 1,989,032,117, Class B 10,967,883) and 188,400,000 shares authorized as of September 30, 2021 and December 31, 2020, respectively; 168,634,959 (Class A 159,167,076, Class B 9,467,883) and 22,314,685 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | 2 | 0 |
Additional paid-in capital | 934,175 | 7,312 |
Accumulated deficit | (335,147) | (213,601) |
Accumulated other comprehensive income | 2 | 0 |
Total stockholders’ equity (deficit) | 599,032 | (206,289) |
Total liabilities, convertible preferred stock and stockholders’ equity (deficit) | $ 658,606 | $ 298,585 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Temporary Equity [Abstract] | ||
Convertible preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Convertible preferred stock, shares authorized (in shares) | 200,000,000 | 121,434,713 |
Convertible preferred stock, shares issued (in shares) | 0 | 112,088,065 |
Convertible preferred stock, shares outstanding (in shares) | 0 | 112,088,065 |
Convertible preferred stock, liquidation preference | $ 0 | $ 450,850 |
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized (in shares) | 2,000,000,000 | 188,400,000 |
Common stock, shares issued (in shares) | 168,634,959 | 22,314,685 |
Common sock, shares outstanding (in shares) | 168,634,959 | 22,314,685 |
Class A | ||
Common stock, shares authorized (in shares) | 1,989,032,117 | |
Common stock, shares issued (in shares) | 159,167,076 | |
Common sock, shares outstanding (in shares) | 159,167,076 | |
Class B | ||
Common stock, shares authorized (in shares) | 10,967,883 | |
Common stock, shares issued (in shares) | 9,467,883 | |
Common sock, shares outstanding (in shares) | 9,467,883 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue | ||||
Revenue | $ 2,534 | $ 1,025 | $ 7,645 | $ 1,271 |
Operating expenses | ||||
Research and development | 33,246 | 16,535 | 86,979 | 42,621 |
General and administrative | 15,690 | 6,964 | 38,481 | 17,684 |
Total operating expenses | 48,936 | 23,499 | 125,460 | 60,305 |
Loss from operations | (46,402) | (22,474) | (117,815) | (59,034) |
Other loss, net | (1,026) | (1,399) | (3,731) | (2,206) |
Net loss | $ (47,428) | $ (23,873) | $ (121,546) | $ (61,240) |
Per share data | ||||
Net loss per share of Class A and B common stock, basic (in dollars per share) | $ (0.28) | $ (1.09) | $ (1.10) | $ (2.82) |
Net loss per share of Class A and B common stock, diluted (in dollars per share) | $ (0.28) | $ (1.09) | $ (1.10) | $ (2.82) |
Weighted average shares outstanding, basic (in shares) | 168,533,550 | 21,817,900 | 110,513,231 | 21,704,008 |
Weighted average shares outstanding, diluted (in shares) | 168,533,550 | 21,817,900 | 110,513,231 | 21,704,008 |
Grant revenue | ||||
Revenue | ||||
Revenue | $ 34 | $ 163 | $ 145 | $ 409 |
Operating revenue | ||||
Revenue | ||||
Revenue | $ 2,500 | $ 862 | $ 7,500 | $ 862 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (47,428) | $ (23,873) | $ (121,546) | $ (61,240) |
Unrealized gains on investments | 2 | 0 | 2 | 0 |
Net realized losses (gains) on investments reclassified into net loss | 0 | 0 | 0 | 0 |
Other comprehensive income | 2 | 0 | 2 | 0 |
Comprehensive loss | $ (47,426) | $ (23,873) | $ (121,544) | $ (61,240) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) (unaudited) - USD ($) $ in Thousands | Total | Series A and Series B Warrants | Convertible preferred stock | Common Stock (Class A and B) | Common Stock (Class A and B)Series A and Series B Warrants | Common Stock (Class A and B)Convertible preferred stock | Additional Paid-in-Capital | Additional Paid-in-CapitalSeries A and Series B Warrants | Additional Paid-in-CapitalConvertible preferred stock | Accumulated Deficit | Accumulated other comprehensive income |
Temporary equity, shares outstanding at beginning of period (in shares) at Dec. 31, 2019 | 75,189,517 | ||||||||||
Temporary equity, carrying amount attributable to parent at beginning of period at Dec. 31, 2019 | $ 201,109 | ||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||
Issuance of Series D Convertible preferred stock inclusive of the convertible notes, net of issuance costs of $228 (in shares) | 35,349,630 | ||||||||||
Issuance of Series D convertible preferred stock inclusive of the convertible notes, net of issuance costs of $228 | $ 236,813 | ||||||||||
Temporary equity, shares outstanding at end of period (in shares) at Sep. 30, 2020 | 110,539,147 | ||||||||||
Temporary equity, carrying amount attributable to parent at end of period at Sep. 30, 2020 | $ 437,922 | ||||||||||
Common stock, shares outstanding at beginning period (in shares) at Dec. 31, 2019 | 21,637,609 | ||||||||||
Total stockholders’ equity (deficit) at beginning of period at Dec. 31, 2019 | (124,265) | $ 0 | $ 2,330 | $ (126,595) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net loss | (61,240) | (61,240) | |||||||||
Other comprehensive income | 0 | ||||||||||
Stock option exercises and other (in shares) | 296,883 | ||||||||||
Stock option exercises and other | 227 | 227 | |||||||||
Stock-based compensation | 3,203 | 3,203 | |||||||||
Common stock, shares outstanding at end period (in shares) at Sep. 30, 2020 | 21,934,492 | ||||||||||
Total stockholders’ equity (deficit) at end of period at Sep. 30, 2020 | $ (182,075) | $ 0 | 5,760 | (187,835) | |||||||
Temporary equity, shares outstanding at beginning of period (in shares) at Jun. 30, 2020 | 75,189,517 | ||||||||||
Temporary equity, carrying amount attributable to parent at beginning of period at Jun. 30, 2020 | $ 201,109 | ||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||
Issuance of Series D Convertible preferred stock inclusive of the convertible notes, net of issuance costs of $228 (in shares) | 35,349,630 | ||||||||||
Issuance of Series D convertible preferred stock inclusive of the convertible notes, net of issuance costs of $228 | $ 236,813 | ||||||||||
Temporary equity, shares outstanding at end of period (in shares) at Sep. 30, 2020 | 110,539,147 | ||||||||||
Temporary equity, carrying amount attributable to parent at end of period at Sep. 30, 2020 | $ 437,922 | ||||||||||
Common stock, shares outstanding at beginning period (in shares) at Jun. 30, 2020 | 21,652,277 | ||||||||||
Total stockholders’ equity (deficit) at beginning of period at Jun. 30, 2020 | (159,438) | $ 0 | 4,524 | (163,962) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net loss | (23,873) | (23,873) | |||||||||
Other comprehensive income | 0 | ||||||||||
Stock option exercises and other (in shares) | 282,215 | ||||||||||
Stock option exercises and other | 211 | 211 | |||||||||
Stock-based compensation | 1,025 | 1,025 | |||||||||
Common stock, shares outstanding at end period (in shares) at Sep. 30, 2020 | 21,934,492 | ||||||||||
Total stockholders’ equity (deficit) at end of period at Sep. 30, 2020 | $ (182,075) | $ 0 | 5,760 | (187,835) | |||||||
Temporary equity, shares outstanding at beginning of period (in shares) at Dec. 31, 2020 | 112,088,065 | ||||||||||
Temporary equity, carrying amount attributable to parent at beginning of period at Dec. 31, 2020 | $ 448,312 | ||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||
Conversion of preferred stock to common stock (in shares) | (112,088,065) | ||||||||||
Conversion of preferred stock to common stock | $ (448,312) | ||||||||||
Temporary equity, shares outstanding at end of period (in shares) at Sep. 30, 2021 | 0 | ||||||||||
Temporary equity, carrying amount attributable to parent at end of period at Sep. 30, 2021 | $ 0 | ||||||||||
Common stock, shares outstanding at beginning period (in shares) at Dec. 31, 2020 | 22,314,685 | 22,314,685 | |||||||||
Total stockholders’ equity (deficit) at beginning of period at Dec. 31, 2020 | $ (206,289) | $ 0 | 7,312 | (213,601) | $ 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net loss | (121,546) | (121,546) | |||||||||
Other comprehensive income | 2 | 2 | |||||||||
Common stock issuance for initial public offering, net of issuance costs (in shares) | 27,878,787 | ||||||||||
Common stock issuance for initial public offering, net of issuance costs | $ 462,354 | $ 1 | 462,353 | ||||||||
Conversion of preferred stock to common stock (in shares) | 129,963 | 115,598,018 | |||||||||
Conversion of preferred stock to common stock and stock warrant exercises | $ 2,340 | $ 448,312 | $ 1 | $ 2,340 | $ 448,311 | ||||||
Stock option exercises and other (in shares) | 2,711,021 | 2,713,506 | |||||||||
Stock option exercises and other | $ 3,359 | 3,359 | |||||||||
Stock-based compensation | $ 10,500 | 10,500 | |||||||||
Common stock, shares outstanding at end period (in shares) at Sep. 30, 2021 | 168,634,959 | 168,634,959 | |||||||||
Total stockholders’ equity (deficit) at end of period at Sep. 30, 2021 | $ 599,032 | $ 2 | 934,175 | (335,147) | 2 | ||||||
Temporary equity, shares outstanding at beginning of period (in shares) at Jun. 30, 2021 | 0 | ||||||||||
Temporary equity, carrying amount attributable to parent at beginning of period at Jun. 30, 2021 | $ 0 | ||||||||||
Temporary equity, shares outstanding at end of period (in shares) at Sep. 30, 2021 | 0 | ||||||||||
Temporary equity, carrying amount attributable to parent at end of period at Sep. 30, 2021 | $ 0 | ||||||||||
Common stock, shares outstanding at beginning period (in shares) at Jun. 30, 2021 | 168,425,907 | ||||||||||
Total stockholders’ equity (deficit) at beginning of period at Jun. 30, 2021 | 642,714 | $ 2 | 930,431 | (287,719) | 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net loss | (47,428) | (47,428) | |||||||||
Other comprehensive income | 2 | 2 | |||||||||
Stock option exercises and other (in shares) | 209,052 | ||||||||||
Stock option exercises and other | 382 | 382 | |||||||||
Stock-based compensation | $ 3,362 | 3,362 | |||||||||
Common stock, shares outstanding at end period (in shares) at Sep. 30, 2021 | 168,634,959 | 168,634,959 | |||||||||
Total stockholders’ equity (deficit) at end of period at Sep. 30, 2021 | $ 599,032 | $ 2 | $ 934,175 | $ (335,147) | $ 2 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) (unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | |
Statement of Stockholders' Equity [Abstract] | ||
Issuance costs | $ 228 | $ 228 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (121,546) | $ (61,240) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 6,169 | 2,818 |
Stock-based compensation | 10,501 | 3,104 |
Asset impairment | 0 | 874 |
Loss on debt extinguishment | 827 | 883 |
Other, net | 2,940 | 309 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 114 | (30,048) |
Other receivables and assets | (6,860) | (677) |
Unearned revenue | (7,500) | 29,167 |
Accounts payable | 5,252 | 37 |
Accrued development expense | 1,524 | (195) |
Accrued expenses, deferred rent and other current liabilities | 11,123 | 996 |
Net cash used in operating activities | (97,456) | (53,972) |
Cash flows from investing activities | ||
Purchases of property and equipment | (35,334) | (2,144) |
Acquisition of a business | 0 | (2,600) |
Purchases of investments | (184,167) | 0 |
Proceeds from note receivable | 0 | 595 |
Net cash used in investing activities | (219,501) | (4,149) |
Cash flows from financing activities | ||
Proceeds from initial public offering of common stock, net of issuance costs | 462,901 | 0 |
Proceeds from sale of preferred stock, net of issuance costs | 0 | 229,530 |
Proceeds from equity incentive plans | 4,620 | 227 |
Repayment of long-term debt | (12,777) | (57) |
Proceeds from convertible notes | 0 | 6,400 |
Net cash provided by financing activities | 454,744 | 236,100 |
Net change in cash, cash equivalents and restricted cash | 137,787 | 177,979 |
Cash, cash equivalents and restricted cash, beginning of period | 267,167 | 75,171 |
Cash, cash equivalents and restricted cash, end of period | 404,954 | 253,150 |
Supplemental disclosure of non—cash investing and financing information | ||
Conversion of preferred stock to common stock | 448,312 | 0 |
Conversion of convertible notes to equity | 0 | 8,071 |
Deferred issuance costs recorded in equity | 547 | 0 |
Accrued property and equipment | 413 | 42 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | $ 665 | $ 823 |
Description of the Business
Description of the Business | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Business | Description of the Business Recursion Pharmaceuticals, Inc. (Recursion, the Company, we, us or our) was originally formed as a limited liability company on November 4, 2013 under the name Recursion Pharmaceuticals, LLC. In September 2016, we converted to a Delaware corporation and changed our name to Recursion Pharmaceuticals, Inc. Recursion is a biotechnology company that combines automation, artificial intelligence, machine learning, in vivo validation capabilities and a highly cross-functional team to discover novel medicines that expand our collective understanding of biology. Recursion’s rich, relatable database of biological images generated in-house on the Company’s robotics platform enables advanced machine learning approaches to reveal drug candidates, mechanisms of action, novel chemistry and potential toxicity, with the eventual goal of decoding biology and advancing new therapeutics that radically improve people’s lives. As of September 30, 2021, the Company had an accumulated deficit of $335.1 million. The Company expects to incur substantial operating losses in future periods and will require additional capital to advance its drug candidates. The Company does not expect to generate significant revenue until the Company successfully completes significant drug development milestones with its subsidiaries or in collaboration with third parties, which the Company expects will take a number of years. In order to commercialize its drug candidates, the Company or its partners need to complete clinical development and comply with comprehensive regulatory requirements. The Company is subject to a number of risks and uncertainties similar to those of other companies of the same size within the biotechnology industry, such as the uncertainty of clinical trial outcomes, uncertainty of additional funding and a history of operating losses. The Company has funded its operations to date through the issuance of convertible preferred stock (see Note 9, “Convertible Preferred Stock” for additional details) and the issuance of Class A common stock in an Initial Public Offering (IPO), which was completed in April 2021 (see Note 10, “Common Stock” for additional details). Recursion will likely be required to raise additional capital. As of September 30, 2021, the Company did not have any unconditional outstanding commitments for additional funding. If the Company is unable to access additional funds when needed, it may not be able to continue the development of its products or the Company could be required to delay, scale back or abandon some or all of its development programs and other operations. The Company’s ability to access capital when needed is not assured and, if not achieved on a timely basis, could materially harm its business, financial condition and results of operations. The Company believes that the net proceeds from the IPO, together with the Company’s existing cash and cash equivalents and borrowings available to it, will be sufficient to fund the Company’s operating expenses and capital expenditures for at least the next 12 months. |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Basis of Presentation The unaudited interim condensed consolidated financial statements of Recursion have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC). Accordingly, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles in the United States (U.S. GAAP) have been condensed or omitted. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes for the year ended December 31, 2020 included in the Company’s final prospectus dated as of April 15, 2021 and filed with the SEC pursuant to Rule 424(b)(4) on April 16, 2021. In April 2021, the Company completed a 1.5-for-1 forward stock split of common and convertible preferred stock. All shares presented within these condensed consolidated financial statements were adjusted to reflect the forward stock split for all periods presented. See Note 10, “Common Stock” for additional details. In April 2021, the Company’s Board of Directors authorized two classes of common stock, Class A and Class B. Certain shares of Class A were exchanged for Class B on a one-for-one basis. The creation and issuance of the Class B common stock did not affect the loss per share for the Class A or Class B shares for any period. The Company presented the 2021 net loss per share amounts as if the authorization and exchange occurred as of the start of the 2021 reporting period. See Note 10, “Common Stock” for additional details. It is management’s opinion that these condensed consolidated financial statements include all normal and recurring adjustments necessary for a fair presentation of the Company’s financial statements. Revenues and net loss for any interim period are not necessarily indicative of future or annual results. Emerging Growth Company The Company is an emerging growth company (EGC), as defined by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act). The JOBS Act exempts EGCs from being required to comply with new or revised financial accounting standards until private companies are required to comply. Recursion has elected to use the extended transition period for new or revised financial accounting standards, although the Company may adopt certain new or revised accounting standards early. This may make comparisons of the Company’s financial statements with other public companies difficult because of the potential differences in accounting standards used. Recursion may remain an EGC until the earlier of (1) December 31, 2026; (2) December 31 of the year in which we (a) become a “large accelerated filer;” or (b) have annual gross revenues of $1.07 billion or more; or (3) the date on which we have issued more than $1.0 billion of non-convertible debt over a three-year period. Recent Accounting Pronouncements |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions In July 2020, the Company entered into an asset purchase agreement to purchase 100% of the assets of Vium, Inc. (Vium) for a total cash consideration of $2.6 million. The primary purpose of the acquisition was to obtain Vium’s technology. This was a related party transaction, see Note 16, “Related Party Transactions” for additional details. The acquisition of Vium has been accounted for as a business combination using the acquisition method of accounting. The following table summarizes fair values of assets acquired as of the July 2020 acquisition date: (in thousands) Inventory $ 232 Property and equipment 14 Technology intangible asset 911 Other intangibles assets 642 Total identifiable net assets 1,799 Goodwill 801 Total assets acquired $ 2,600 The results of operations of Vium have been included in our Condensed Consolidated Statements of Operations since the date the business was acquired and were not significant. The technology intangible asset is being amortized on a straight-line basis over its three-year useful life. The inventory and other intangible assets were fully impaired at the time they were acquired as the Company did not intend to use them. The goodwill includes the value of potential future technologies as well as the overall strategic benefits provided to the business. |
Supplemental Financial Informat
Supplemental Financial Information | 9 Months Ended |
Sep. 30, 2021 | |
Supplemental Financial Information [Abstract] | |
Supplemental Financial Information | Supplemental Financial Information Property and Equipment September 30, December 31, (in thousands) 2021 2020 Lab equipment $ 29,664 $ 19,701 Leasehold improvements 13,795 13,792 Office equipment 20,005 1,075 Construction in progress 8,198 1,361 Property and equipment, gross 71,662 35,929 Less: Accumulated depreciation (16,223) (9,962) Property and equipment, net $ 55,439 $ 25,967 Depreciation expense on property and equipment was $2.5 million and $6.3 million during the three and nine months ended September 30, 2021, respectively, and $1.1 million and $3.1 million during the three and nine months ended September 30, 2020, respectively. For the nine months ended September 30, 2021, the Company purchased a Dell EMC supercomputer for $17.9 million. The purchase was classified as office equipment in the above table. Accrued Expenses and Other Liabilities September 30, December 31, (in thousands) 2021 2020 Accrued compensation $ 7,261 $ 3,085 Accrued development expenses 3,813 2,289 Accrued early discovery expenses 1,520 338 Accrued investment purchases 5,898 — Accrued construction 996 — Accrued other expenses 5,625 4,773 Accrued expense and other liabilities $ 25,113 $ 10,485 Interest Expense, net Three months ended September 30, Nine months ended September 30, (in thousands) 2021 2020 2021 2020 Interest expense $ 220 $ 401 $ 2,971 $ 1,129 Interest income (50) (46) (94) (290) Interest expense, net $ 170 $ 355 $ 2,877 $ 839 For the nine months ended September 30, 2021, interest expense primarily related to changes in fair value of the Series A and B warrants (see Note 12, “Stock-based Compensation” for additional details on the warrants). The Company also had expenses for the Midcap loan and tenant improvement allowance notes (see Note 7, “Notes Payable” for additional details.) For the nine months ended September 30, 2020, interest expense included expenses on the Midcap loan, convertible notes and tenant improvement allowance notes (see Note 7, “Notes Payable” for additional details). Interest expense was included in “Other loss, net” on the Condensed Consolidated Statements of Operations. |
Investments
Investments | 9 Months Ended |
Sep. 30, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments In August 2021, the Company invested cash in an investment portfolio. The primary objectives of the investment portfolio are to preserve principal, maintain prudent levels of liquidity and obtain investment returns. Recursion’s investment policy limits investments to certain types of debt and money market instruments issued by institutions with investment-grade credit ratings and it places restrictions on maturities and concentration by asset class and issuer. The Company reviews the investments for declines in fair value below their cost basis each quarter or whenever circumstances indicate that the cost basis of an asset may not be recoverable and assesses whether the decline was due to credit-related factors or other factors. The evaluation is based on a number of factors, including the extent to which the fair value is below the cost basis; adverse conditions related specifically to the security, such as any changes to the credit rating of the security; and the intent to sell, or whether Recursion will more likely than not be required to sell the security before recovery of its amortized cost basis. The assessment of whether a security is impaired could change in the future based on new developments or changes in assumptions related to that particular security. The following table summarizes the Company’s available-for-sale investments by type of security: September 30, 2021 (in thousands) Amortized Gross unrealized gains Gross unrealized losses Fair Money market funds $ 187,225 $ — $ — $ 187,225 Corporate bonds 5,886 — (1) 5,885 Certificates of deposit 21,450 1 (1) 21,450 Commercial paper 191,348 10 (7) 191,351 Total $ 405,909 $ 11 $ (9) $ 405,911 The following table summarizes the classification of the Company’s available-for-sale investments on the Condensed Consolidated Balance Sheets: (in thousands) September 30, 2021 Cash and cash equivalents $ 221,722 Short-term investments 184,189 Total $ 405,911 The Company held a total of 16 positions, which were in an unrealized loss position as of September 30, 2021. The unrealized losses were primarily due to changes in interest rates. T here were no significant unrealized losses as of September 30, 2021. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill The carrying amount of goodwill was $801 thousand as of September 30, 2021. There were no changes to the carrying amount of goodwill during the three and nine months ended September 30, 2021. For the three and nine months ended September 30, 2020, the goodwill addition related to the purchase of Vium (see Note 3, “Acquisitions” for additional details on the acquisition). No goodwill impairment was recorded during the three and nine months ended September 30, 2021 and 2020. Intangible Assets, Net The following table summarizes intangible assets: September 30, 2021 December 31, 2020 (in thousands) Gross carrying amount Accumulated Amortization Net carrying amount Gross carrying amount Accumulated Amortization Net carrying amount Definite-lived intangible asset $ 911 $ (354) $ 557 $ 911 $ (127) $ 784 Indefinite-lived intangible asset 904 — 904 904 — 904 Intangible assets, net $ 1,815 $ (354) $ 1,461 $ 1,815 $ (127) $ 1,688 Amortization expense was $76 thousand and $228 thousand during the three and nine months ended September 30, 2021, respectively. Amortization expense was $51 thousand during the three and nine months ended September 30, 2020. Amortization expense was included in research and development in the Condensed Consolidated Statements of Operations. The indefinite-lived intangible asset represents the Recursion domain name that the Company purchased. No indefinite-lived intangible asset impairment charges were recorded during the three and nine months ended September 30, 2021. There were no indefinite-lived intangible assets on the Condensed Consolidated Balance Sheet as of September 30, 2020. |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | Notes Payable Midcap Financial In September 2019, the Company entered into a new Credit and Security Agreement with Midcap Financial Trust (Midcap) and the other lenders party thereto (the Midcap loan agreement). The Midcap loan agreement provided for a term loan facility that included an initial tranche of $11.9 million. The Company used $11.2 million of the proceeds from the initial tranche to fully repay a previously outstanding term loan with Pacific Western Bank (Pacific). In July 2021, the Company paid the balance due under the Midcap loan agreement. The total amount paid was $12.7 million. The Company recorded an early extinguishment loss of $996 thousand, which was included in “Other expense, net” on the Condensed Consolidated Statements of Operations. As of December 31, 2020, the outstanding principal balance under the Midcap loan agreement was $11.9 million. In 2019, the Company paid fees of approximately $298 thousand in connection with the origination of the Midcap Loan Agreement. These fees were deferred and recorded as a direct deduction from the carrying value of the loan payable and were amortized to interest expense over the expected remaining term of the agreement. Pacific Western In May 2018, Pacific issued a standby letter of credit of $3.8 million for the benefit of the Company’s landlord, securing certain Company obligations relating to tenant improvements. This letter of credit was transferred to J.P. Morgan during the nine months ended September 30, 2021. See Note 15, “Fair Value Measurements” for additional details. As of December 31, 2020, the outstanding letter of credit was $3.8 million, for which the Company held $4.0 million of restricted cash as collateral. Convertible Notes In March and April of 2020, the Company issued convertible promissory notes for an aggregate principal amount of $6.4 million. Under certain conditions, the principal was convertible into an amount of equity with a fair value that exceeded the amount of the notes’ principal on the conversion date. This feature of the notes was accounted for separately at fair value as a derivative liability. These notes converted to 1,203,231 shares of Series D Preferred Stock in September 2020. Upon conversion of the notes, the Company recorded the $1.6 million fair value of the derivative liability as equity on the Condensed Consolidated Balance Sheet. Changes in the fair value of the derivative were recorded in “Other loss, net” in the Condensed Consolidated Statements of Operations and were $161 thousand and $484 thousand during the three and nine months ended September 30, 2020. Notes Payable for Tenant Improvement Allowance In 2018, the Company borrowed $992 thousand, which was available as part of the Station 41 lease from its landlord for use on tenant improvements (see Note 8, “Commitments and Contingencies” for additional details). Under the terms of the lease, the note will be repaid over a 10-year period at an 8% interest rate. Notes payable consisted of the following: September 30, December 31, (in thousands) 2021 2020 Current portion of notes payable $ 88 $ 1,073 Long-term portion of notes payable 656 11,615 Less: unamortized issuance costs — (201) Notes payable, net $ 744 $ 12,487 The following table presents information regarding the Company’s debt principal repayment obligations as of September 30, 2021: (in thousands) Amount 2021 $ 21 2022 90 2023 97 2024 105 2025 114 Thereafter 317 Total debt principal payments $ 744 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Lease Obligations The Company has entered into various long-term real estate leases primarily related to office, research and development (R&D) and operating activities. For the three and nine months ended September 30, 2021, total rent expense was $1.7 million and $4.4 million, respectively. For the three and nine months ended September 30, 2020, total rent expense was $1.1 million and $3.2 million, respectively. The leases described below are classified as operating leases. Komas Lease In August 2016, the Company entered into a new facilities lease, with the right of use and payments beginning in January 2017. The term of the lease is 7 years. This lease includes provisions for escalating rent payments. Rent expense is recognized on a straight-line basis over the term of the lease. This lease included an allowance for tenant improvements. Tenant improvements were recorded as property and equipment and are being depreciated over the term of the lease. In conjunction with the allowance for tenant improvements, the Company recorded a lease incentive obligation of $847 thousand which is being amortized over the term of the lease as a reduction to rent expense. As of September 30, 2021, the unamortized lease incentive obligation was $282 thousand. Station 41 Lease In August 2017, the Company entered into a new facilities lease, with the right of use beginning in December 2017 and payments beginning in June 2018. The term of the lease is 10 years, with one five-year renewal option. This lease includes provisions for escalating rent payments. Rent expense is recognized straight-line over the term of the lease. This lease included an allowance for tenant improvements of $4.0 million, the full amount of which was drawn in 2017. Tenant improvements were recorded as property and equipment and are being depreciated over the remaining term of the lease. The Company recorded a leasehold obligation for tenant improvements, which is being amortized over the term of the lease as a reduction to rent expense. As of September 30, 2021, the unamortized lease incentive obligation was $2.5 million. In 2018, the Company elected to draw an additional tenant improvement loan of $992 thousand available under the Station 41 lease. This loan is incorporated into and acts to increase the base rent over the remaining life of the lease. The increase in rent includes a charge for interest, which accrues on the principal amount outstanding at a rate equal to 8%. The Company accounts for this additional tenant improvement loan as a note payable on the Condensed Consolidated Balance Sheets with the current portion included in the Current Portion of Notes Payable. In 2019, the Company amended the Station 41 lease to include additional space in the conjoining unit with the right to use the new space beginning in June 2020 for an additional seven years. This amendment for the extra space includes provisions for escalating rent payments. Rent expense is recognized straight-line over the term of the lease. Milpitas Lease In August 2019, the Company entered into a new facilities lease, with the right of use and payments beginning in August 2019. The term of the lease is 9 years. This lease includes provisions for escalating rent payments. Rent expense is recognized on a straight-line basis over the term of the lease. Station 56 Lease In January 2021, the Company entered into a new facilities lease with 91,478 square feet adjacent to the Station 41 lease. The right of use began in August 2021 and the term of the lease is approximately 11 years with a five-year renewal option. The lease includes provisions for escalating rent payments, with total minimum payments of $32.0 million. Rent expense is recognized straight-line over the term of the lease. The lease includes a tenant improvement allowance of up to approximately $10.1 million. As of September 30, 2021, $2.2 million of the tenant improvement allowance has been utilized. Tenant improvements were recorded as property and equipment and are being depreciated over the remaining term of the lease. The Company recorded a leasehold obligation for the tenant improvements, which is being amortized over the term of the lease as a reduction to rent expense. As of September 30, 2021, the unamortized lease incentive obligation was $2.1 million. Future Minimum Lease Payments Future minimum commitments as of September 30, 2021 under the Company’s lease agreements are as follows: (in thousands) Amount 2021 $ 977 2022 3,977 2023 7,053 2024 7,325 2025 7,513 Thereafter 34,187 Total Minimum Payments $ 61,032 Contract Obligations In the normal course of business, the Company enters into contracts with clinical research organizations, drug manufacturers and other vendors for preclinical and clinical research studies, research and development supplies and other services and products for operating purposes. These contracts generally provide for termination on notice and are cancellable contracts. Indemnification The Company has agreed to indemnify its officers and directors for certain events or occurrences, while the officer or director is or was serving at the Company’s request in such capacity. The Company purchases directors and officers liability insurance coverage that provides for reimbursement to the Company for covered obligations and this is intended to limit the Company’s exposure and enable it to recover a portion of any amounts it pays under its indemnification obligations. The Company had no liabilities recorded for these agreements as of September 30, 2021 and December 31, 2020, as no amounts in excess of insurance coverage are probable or estimable. Employee Agreements The Company has signed employment agreements with certain key employees pursuant to which, if their employment is terminated following a change of control of the Company, the employees are entitled to receive certain benefits, including accelerated vesting of equity incentives. Legal Matters |
Convertible Preferred Stock
Convertible Preferred Stock | 9 Months Ended |
Sep. 30, 2021 | |
Temporary Equity [Abstract] | |
Convertible Preferred Stock | Convertible Preferred Stock The Company has issued preferred stock as part of various financing events. In April 2021, all outstanding shares of convertible preferred stock converted into 115,598,018 shares of Class A common stock as part of the IPO (see Note 10, “Common Stock” for additional details on the IPO). There was no convertible preferred stock outstanding as of September 30, 2021. No convertible preferred stock was issued during the three and nine months ended September 30, 2021. The Company issued 35,349,630 shares of Series D convertible preferred stock for an aggregate purchase price of $235.2 million ($6.70 per purchased share and $5.37 per converted share) during the three and nine months ended September 30, 2020. As part of the Series D issuance, outstanding convertible notes were converted into Series D shares. As of September 30, 2020, there were no cumulative dividends owed or in arrears on the preferred stock. Convertible preferred stock consisted of the following as of December 31, 2020: (in thousands except share data) Preferred Shares Authorized Preferred Shares Issued and Outstanding Carrying Value Liquidation Preferences Shares of Common Stock Issuable Upon Conversion Series A 30,078,402 29,965,754 $ 21,281 $ 21,281 29,965,754 Series A-1 4,975,521 4,975,520 — — 4,975,520 Series B 21,497,667 21,471,898 59,913 60,000 21,471,898 Series C 18,956,354 18,776,345 119,915 122,058 22,286,298 Series D 45,926,769 36,898,548 247,203 247,511 36,898,548 Total convertible preferred stock 121,434,713 112,088,065 $ 448,312 $ 450,850 115,598,018 Balance Sheet Classification |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Common Stock | Common Stock Each share of Class A common stock entitles the holder to one vote per share and each share of Class B common stock entitles the holder to 10 votes per share on all matters submitted to a vote of the Company’s stockholders. Common stockholders are entitled to receive dividends, as may be declared by the Company’s board of directors. As of September 30, 2021 and December 31, 2020, no dividends had been declared. Initial Public Offering On April 20, 2021, the Company closed its IPO and issued 27,878,787 shares of its Class A common stock at a price of $18.00 per share for net proceeds of $462.4 million, after deducting underwriting discounts and commissions of $35.1 million and other offering costs of $4.3 million. In connection with the IPO, all shares of convertible preferred stock converted into 115,598,018 shares of Class A common stock. Stock Split In April 2021, the Board of Directors approved a 1.5-for-1 forward stock split of the Company’s common and convertible preferred stock. Each shareholder of record on April 9, 2021 received 1.5 shares for each then-held share. The split proportionally increased the authorized shares and did not change the par values of the Company’s stock. The split affected all stockholders uniformly and did not affect any stockholder's ownership percentage of the Company's shares of common stock. All shares and per share amounts presented within these Condensed Consolidated Financial Statements were adjusted to reflect the forward stock split for all periods presented. Class A and B Common Shares Authorization In April 2021, the Company’s Board of Directors authorized two classes of common stock, Class A and Class B. The rights of the holders of Class A and B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to 10 votes per share and is convertible at any time into one share of Class A common stock. All Class B common stock is held by Christopher Gibson, Ph.D., our Chief Executive Officer (CEO), or his affiliate. As of September 30, 2021, Dr. Gibson and his affiliate held outstanding shares of Class B common stock representing approximately 37% of the voting power of the Company’s outstanding shares. This voting power may increase over time as Dr. Gibson vests in and exercises equity awards outstanding. If all the equity awards held by |
Collaborative Development Contr
Collaborative Development Contracts | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Collaborative Development Contracts | Collaborative Development Contracts Bayer AG In August 2020, the Company entered into a Research Collaboration and Option Agreement (the Bayer Agreement) with Bayer AG (Bayer) for a five-year term pursuant to which the Company and Bayer may initiate approximately 10 research projects related to fibrosis across multiple organ systems, including the lung, liver and heart. Under the agreement, the Company contributed compounds from our proprietary library and Bayer contributed compounds from its proprietary library and will contribute scientific expertise throughout the collaboration. Under the terms of the agreement, the Company received a non-refundable upfront payment of $30.0 million, which was recorded as unearned revenue on the Condensed Consolidated Balance Sheet. The Company determined that it has one performance obligation under the agreement, which is to perform research and development services for Bayer. Recursion determined the transaction price to be the $30.0 million upfront payment received and allocated the amount to the single performance obligation. The Company is recognizing the revenue over time using a cost-based input method, based on labor costs incurred to perform the research and development services. This method of recognizing revenue requires the Company to make estimates of the total costs to provide the services required under the performance obligation. A significant change in these estimates could have a material effect on the timing and amount of revenue recognized in future periods. For the three and nine months ended September 30, 2021, the Company recognized $2.5 million and $7.5 million, respectively, of revenue resulting from the collaboration. There was $10.0 million and $9.2 million of current and non-current unearned revenue, respectively, remaining as of September 30, 2021. The allocation of unearned revenue between current and non-current is based on Recursion’s estimates of when the Company expects to incur the related costs. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation In April 2021, the Board of Directors and the stockholders of the Company adopted the 2021 Equity Incentive Plan (the 2021 Plan). Under the 2021 Plan, 16,186,000 shares of Class A common stock were reserved. Additionally, shares were reserved for all outstanding awards under the previous 2016 Plan. The Company may grant stock options, restricted stock units (RSUs), stock appreciation rights, restricted stock awards and other forms of stock-based compensation. As of September 30, 2021, 15,580,505 shares of Class A common stock were available for grant. The following table presents the classification of stock-based compensation expense for stock options and RSUs for employees and non-employees within the Condensed Consolidated Statements of Operations: Three months ended September 30, Nine months ended September 30, (in thousands) 2021 2020 2021 2020 Research and development $ 1,305 $ 312 $ 3,000 $ 1,288 General and administrative 1,791 512 6,771 1,570 Total $ 3,096 $ 824 $ 9,771 $ 2,858 Stock Options Stock options generally vest over four years and expire no later than 10 years from the date of grant. Stock option activity during the nine months ended September 30, 2021 was as follows: (in thousands except share data) Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (In Years) Aggregate Intrinsic Value Outstanding as of December 31, 2020 20,937,443 $ 1.85 8.5 $ 12,956 Granted 2,840,467 10.77 Cancelled (1,203,239) 2.24 Exercised (2,711,021) 1.22 14,376 Outstanding as of September 30, 2021 19,863,650 $ 3.03 8.2 $ 396,084 Exercisable as of September 30, 2021 7,963,568 $ 1.71 7.2 $ 169,803 The fair value of options granted to employees is calculated on the grant date using the Black-Scholes option valuation model. The weighted-average grant-date fair values of stock options granted during the nine months ended September 30, 2021 and 2020 were $6.41 and $1.49, respectively. The following weighted-average assumptions were used to calculate the grant-date fair value of stock options: Nine months ended September 30, 2021 2020 Expected term (in years) 6.2 6.2 Expected volatility 66 % 65 % Expected dividend yield — — Risk-free interest rate 0.97 % 1.00 % In February 2021, the Company granted 150,000 shares of stock options with a performance and service condition that had a fair value of $358 thousand. The grant was fully expensed during the three months ended June 30, 2021 as the performance and service conditions were met. In March 2020, the Company granted 1,500,000 shares of stock options with performance, market and service conditions. At grant date, the Company estimated that the fair value of the options was approximately $2.0 million. For the three and nine months ended September 30, 2021, $41 thousand and $1.6 million of expense was recorded, respectively, as several of the conditions were met during the three months ended June 30, 2021. For the three and nine months ended September 30, 2020, no expense was recorded as the performance conditions were not considered probable. As of September 30, 2021, $27.9 million of unrecognized compensation cost related to stock options is expected to be recognized as expense over approximately the next three years. RSUs In April 2021, Recursion redesigned certain aspects of its long-term incentive program. As a result, equity awards granted to employees since the redesign generally consist of a combination of stock options and RSUs. RSUs awarded to employees pursuant to the 2021 Plan generally vest over four years. The weighted-average grant-date fair value of RSUs generally is determined based on the number of units granted and the quoted price of Recursion’s common stock on the date of grant. The following table summarizes Recursion’s RSU activity during the nine months ended September 30, 2021: Stock units Weighted-average grant date fair value Outstanding as of December 31, 2020 — $ — Granted 143,723 29.46 Vested (2,528) 34.82 Forfeited (673) 29.42 Outstanding as of September 30, 2021 140,522 $ 29.36 As of September 30, 2021, $3.6 million of unrecognized compensation cost related to RSUs is expected to be recognized as expense over approximately the next three years. Employee Share Purchase Plan (ESPP) In April 2021, the Board of Directors and stockholders of the Company adopted the 2021 Employee Stock Purchase Plan (the 2021 ESPP). Under the 2021 ESPP, 3,238,000 shares of Class A common stock were reserved. The 2021 ESPP has consecutive six-month offering periods. The offering periods are scheduled to start on the first trading day on or after May 20 and November 20 of each year, except the first offering period, which commenced on the Plan Effectiveness Date and will end on the first trading day on or after November 20, 2021. The second offering period will commence on the first trading day on or after November 20, 2021. The per share purchase price will be 85% of the lower of the fair market value on (1) the first trading day of the offering period or (2) the exercise date. The fair value of the ESPP grants is measured at grant date. The fair value is determined considering the purchase discount and the fair value of the look-back feature. Black-Scholes pricing models are used to calculate the fair value of the look-back feature. The weighted-average assumptions used in the Black-Scholes models were as follows: Nine months ended September 30, 2021 Expected term (in years) 0.6 Expected volatility 69 % Expected dividend yield — Risk-free interest rate 0.04 % As of September 30, 2021, no shares were issued under the 2021 ESPP. For the three and nine months ended September 30, 2021, Recursion recognized expense of $233 thousand and $450 thousand, respectively. As of September 30, 2021, $136 thousand of unrecognized compensation cost related to the 2021 ESPP is expected to be recognized as expense over approximately the next two months. Warrants In connection with the execution of the Pacific loan agreement (see Note 7, “Notes Payable” for additional details), the Company issued to Pacific fully vested warrants to purchase 84,486 shares of Series A Preferred Stock (Series A warrants) at a purchase price of $0.71 per share. In May 2017, the Company drew on additional borrowing capacity under the Pacific loan agreement, which required the Company to issue additional fully vested warrants for 28,161 shares of Series A Preferred Stock at a purchase price of $0.71 per share. These Series A warrants were exercised in April 2021. As of December 31, 2020, their fair value was $77 thousand. In July 2018, the Company drew on additional borrowing capacity under an amended agreement. This required the Company to issue fully vested warrants to purchase 25,762 shares of Series B Preferred Stock (Series B warrants) at a purchase price of $2.79 per share. These Series B warrants were exercised in April 2021. As of December 31, 2020, their fair value was $48 thousand. In January 2020, the Company issued warrants to purchase 180,000 shares of Series C Preferred Stock (Series C warrants) at a purchase price of $6.51 per share as part of a services agreement. The warrants vest ratably over 18 months. The Series C warrants remained outstanding and were fully vested and exercisable as of September 30, 2021. The grant date fair value was $4.10 per share. The FASB has issued accounting guidance on the classification of freestanding warrants and other similar instruments for shares that are redeemable (either puttable or mandatorily redeemable). The guidance requires liability classification for certain warrants that are exercisable into convertible preferred stock. The initial fair values of the Series A and B warrants were recorded as debt issuance costs, which resulted in a reduction in the carrying value of the debt and subsequent accretion. The Company remeasured the Series A and B warrants on each Condensed Consolidated Balance Sheet date. The change in valuation was recorded in the Condensed Consolidated Statements of Operations in “Other loss, net.” The liability was recorded to equity upon the exercise of the Series A and B warrants. The Series C warrants’ compensation expense was recorded in general and administrative expense ratably over the requisite service period based on the award’s fair value at the date of grant. These warrants were classified as equity as they were issued to non-employees for services and the convertible preferred stock was not redeemable, except in the event of a deemed liquidation event, which was not considered probable. The following is a summary of the changes in the Company’s Series A and B warrant liability balance during the nine months ended September 30, 2021 and 2020: (in thousands) Balance as of December 31, 2019 $ 128 Net increase in fair value of warrants 2 Balance as of September 30, 2020 $ 130 Balance as of December 31, 2020 $ 125 Increase in fair value of warrants 2,215 Recorded in equity upon exercise (2,340) Balance as of September 30, 2021 $ — |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company did not record any income tax expense during the three and nine months ended September 30, 2021 and 2020. The Company has historically incurred operating losses and maintains a full valuation allowance against its net deferred tax assets. Valuation allowances are recorded when the expected realization of the deferred tax assets does not meet a “more likely than not” criterion. Realization of the Company’s deferred tax assets are dependent upon the generation of future taxable income, the amount and timing of which are uncertain. Net operating loss carryforwards (NOLs) and tax credit carry-forwards are subject to review by the Internal Revenue Service (IRS) and may become subject to annual limitations due to ownership changes that have occurred previously or that could occur in the future under Section 382 of the Internal Revenue Code. The Company has not conducted a study to assess whether a change of control has occurred or whether there have been multiple changes of control since inception due to the significant complexity and cost associated with such a study. Any limitation may result in expiration of a portion of the NOLs or research and development tax credit carryforwards before utilization. Further, until a study is completed and any limitation is known, no amounts are being presented as an uncertain tax position. The Company files income tax returns in the United States, Utah and California. The Company is not currently under examination in any of these jurisdictions. The Company is subject to income tax examinations on all federal returns since the 2018 tax return. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share For the three and nine months ended September 30, 2021, Recursion calculated net loss per share of Class A and Class B common stock using the two-class method. Basic net loss per share is computed using the weighted-average number of shares outstanding during the period. Diluted net loss per share is computed using the weighted-average number of shares and the effect of potentially dilutive securities outstanding during the period. Potentially dilutive securities consist of stock options and other contingently issuable shares. For periods presented in which the Company reports a net loss, all potentially dilutive shares are anti-dilutive and as such are excluded from the calculation. For the three and nine months ended September 30, 2021, the Company reported a net loss and therefore basic and diluted loss per share are the same. The rights, including the liquidation and dividend rights, of the holders of the Company’s Class A and Class B common stock are identical, except with respect to voting. As a result, the undistributed earnings for each period are allocated based on the contractual participation rights of the Class A and Class B common shares as if the earnings for the period had been distributed. As the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis and the resulting amount per share for Class A and Class B common stock was the same during the three and nine months ended September 30, 2021. Recursion issued certain shares of convertible preferred stock that were outstanding until April 2021 and were concluded to be participating securities. For the three and nine months ended September 30, 2020, there was only one class of common stock outstanding. Due to the presence of participating securities, Recursion calculated net loss per share for the three and nine months ended September 30, 2020 using the more dilutive of the treasury stock or the two-class method. For periods presented in which the Company reports a net loss, the losses are not allocated to the participating securities. As the Company reported a net loss during the three and nine months ended September 30, 2020, diluted net loss per share was the same as basic net loss per share, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The preferred stock converted to common stock in April 2021 as part of the Company’s IPO. See Note 10, “Common stock” for additional details. The following tables set forth the computation of basic and diluted net loss per share of Class A and Class B common stock during 2021: Three months ended Nine months ended September 30, 2021 September 30, 2021 (in thousands, except share amount) Class A Class B Class A Class B Numerator: Allocation of undistributed earnings $ (44,763) $ (2,664) $ (111,133) $ (10,413) Denominator: Weighted average common shares outstanding 159,065,667 9,467,883 101,045,348 9,467,883 Net loss per share, basic and diluted $ (0.28) $ (0.28) $ (1.10) $ (1.10) The Company excluded the following potential common shares from the computation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect: Three months ended Nine months ended September 30, 2021 September 30, 2021 Class A Class B Class A Class B Convertible preferred stock — — 46,324,206 — Stock options and RSUs 16,764,023 — 15,506,429 — Warrants 163,958 — 180,479 — ESPP 37,917 — 5,109 — Total 16,965,898 — 62,016,223 — The following table sets forth the computation of basic and diluted net loss per share during 2020: Three months ended Nine months ended (in thousands, except share amounts) September 30, 2020 Numerator: Net loss $ (23,873) $ (61,240) Denominator: Weighted average common shares outstanding 21,817,900 21,704,008 Net loss per share, basic and diluted $ (1.09) $ (2.82) The Company excluded the following potential common shares from the computation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect: Three months ended Nine months ended September 30, 2020 Convertible preferred stock 89,839,055 82,453,474 Stock options 3,576,910 3,589,986 Warrants 115,107 115,107 Total 93,531,072 86,158,567 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The fair value hierarchy consists of the following three levels: • Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets that the company has the ability to access; • Level 2 — Valuations based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuations in which all significant inputs are observable in the market; and • Level 3 — Valuations using significant inputs that are unobservable in the market and include the use of judgment by the company's management about the assumptions market participants would use in pricing the asset or liability. The Company is required to maintain a cash balance in a collateralized account to secure the Company’s credit cards. Additionally, the Company holds restricted cash related to an outstanding letter of credit issued by J.P. Morgan, which was obtained to secure certain Company obligations relating to tenant improvements. The Company measured the Series A and B preferred stock warrant liabilities at fair value using a Black-Scholes option-pricing model. See Note 12, “Stock-based Compensation” for details on the valuation of the warrant liabilities and a reconciliation of the balance. The following tables summarize the Company’s assets and liabilities that are measured at fair value on a recurring basis: Basis of fair value measurement (in thousands) September 30, 2021 Level 1 Level 2 Level 3 Assets Cash equivalents: Money market funds 187,225 187,225 — — Commercial paper 34,497 — 34,497 — Restricted cash 10,233 10,233 — — Investments: Corporate bonds 5,884 — 5,884 — Certificates of deposit 21,450 — 21,450 — Commercial paper 156,854 — 156,854 — Total assets $ 416,143 $ 197,458 $ 218,685 $ — Basis of fair value measurement (in thousands) December 31, 2020 Level 1 Level 2 Level 3 Assets Restricted cash 5,041 5,041 — — Total assets $ 5,041 $ 5,041 $ — $ — Liabilities Warrant liability $ 125 $ — $ — $ 125 Total liabilities $ 125 $ — $ — $ 125 In addition to the financial instruments that are recognized at fair value on the Condensed Consolidated Balance Sheets, the Company has certain financial instruments that are recognized at amortized cost or some basis other than fair value. The carrying amount of these instruments are considered to be representative of their approximate fair values. The following tables summarize the Company’s financial instruments that are not measured at fair value: Book values Fair values (in thousands) September 30, 2021 December 31, 2020 September 30, 2021 December 31, 2020 Liabilities Current portion of notes payable $ 88 $ 1,073 $ 88 $ 1,073 Notes payable, net of current portion 656 11,414 656 11,414 Total liabilities $ 744 $ 12,487 $ 744 $ 12,487 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions On December 5, 2017, the Company entered into a loan agreement with its CEO to provide a loan of $595 thousand. The loan had a seven-year term. As of September 30, 2021 and 2020, no amount remained outstanding on the loan as the balance was fully paid during the nine months ended September 30, 2020. The acquisition of Vium was a related party transaction due to the fact that Vium was affiliated with certain investors of the Company. See Note 3, “Acquisitions” for additional details on the acquisition. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation and emerging growth company | Basis of Presentation The unaudited interim condensed consolidated financial statements of Recursion have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC). Accordingly, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles in the United States (U.S. GAAP) have been condensed or omitted. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes for the year ended December 31, 2020 included in the Company’s final prospectus dated as of April 15, 2021 and filed with the SEC pursuant to Rule 424(b)(4) on April 16, 2021. In April 2021, the Company completed a 1.5-for-1 forward stock split of common and convertible preferred stock. All shares presented within these condensed consolidated financial statements were adjusted to reflect the forward stock split for all periods presented. See Note 10, “Common Stock” for additional details. In April 2021, the Company’s Board of Directors authorized two classes of common stock, Class A and Class B. Certain shares of Class A were exchanged for Class B on a one-for-one basis. The creation and issuance of the Class B common stock did not affect the loss per share for the Class A or Class B shares for any period. The Company presented the 2021 net loss per share amounts as if the authorization and exchange occurred as of the start of the 2021 reporting period. See Note 10, “Common Stock” for additional details. It is management’s opinion that these condensed consolidated financial statements include all normal and recurring adjustments necessary for a fair presentation of the Company’s financial statements. Revenues and net loss for any interim period are not necessarily indicative of future or annual results. Emerging Growth Company The Company is an emerging growth company (EGC), as defined by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act). The JOBS Act exempts EGCs from being required to comply with new or revised financial accounting standards until private companies are required to comply. Recursion has elected to use the extended transition period for new or revised financial accounting standards, although the Company may adopt certain new or revised accounting standards early. This may make comparisons of the Company’s financial statements with other public companies difficult because of the potential differences in accounting standards used. Recursion may remain an EGC until the earlier of (1) December 31, 2026; (2) December 31 of the year in which we (a) become a “large accelerated filer;” or (b) have annual gross revenues of $1.07 billion or more; or (3) the date on which we have issued more than $1.0 billion of non-convertible debt over a three-year period. |
Recent accounting pronouncements | Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-02, Leases (ASU 2016-02). Under ASC (Accounting Standards Codification) 842 - Leases, the Company will be required to recognize a lease liability and a right-of-use asset for all leases (with the exception of short-term leases) on its Condensed Consolidated Balance Sheet at the commencement date of each lease. ASC 842 is effective for annual and interim periods beginning on or after December 15, 2021 and early adoption is permitted. The Company must adopt the standard using the modified retrospective approach either: (1) as of the earliest period presented and through the comparative periods in the entity’s financial statements or (2) as of the effective date of ASC 842, with a cumulative-effect adjustment to equity. The Company expects the adoption to materially increase assets and liabilities on the Condensed Consolidated Balance Sheets related to those leases classified as operating and not recognized on the Condensed Consolidated Balance Sheets under current GAAP. The Company is continuing to evaluate the effect that ASC 842 will have on its consolidated financial statements and related disclosures. The Company will adopt the new standard on January 1, 2022. |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of the Fair Value of Assets Acquired | The following table summarizes fair values of assets acquired as of the July 2020 acquisition date: (in thousands) Inventory $ 232 Property and equipment 14 Technology intangible asset 911 Other intangibles assets 642 Total identifiable net assets 1,799 Goodwill 801 Total assets acquired $ 2,600 |
Supplemental Financial Inform_2
Supplemental Financial Information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Supplemental Financial Information [Abstract] | |
Schedule of property and equipment | Property and Equipment September 30, December 31, (in thousands) 2021 2020 Lab equipment $ 29,664 $ 19,701 Leasehold improvements 13,795 13,792 Office equipment 20,005 1,075 Construction in progress 8,198 1,361 Property and equipment, gross 71,662 35,929 Less: Accumulated depreciation (16,223) (9,962) Property and equipment, net $ 55,439 $ 25,967 |
Schedule of accrued expenses and other liabilities | Accrued Expenses and Other Liabilities September 30, December 31, (in thousands) 2021 2020 Accrued compensation $ 7,261 $ 3,085 Accrued development expenses 3,813 2,289 Accrued early discovery expenses 1,520 338 Accrued investment purchases 5,898 — Accrued construction 996 — Accrued other expenses 5,625 4,773 Accrued expense and other liabilities $ 25,113 $ 10,485 |
Interest income and expense disclosure | Interest Expense, net Three months ended September 30, Nine months ended September 30, (in thousands) 2021 2020 2021 2020 Interest expense $ 220 $ 401 $ 2,971 $ 1,129 Interest income (50) (46) (94) (290) Interest expense, net $ 170 $ 355 $ 2,877 $ 839 |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Available-for-Sale Investments by Type of Security | The following table summarizes the Company’s available-for-sale investments by type of security: September 30, 2021 (in thousands) Amortized Gross unrealized gains Gross unrealized losses Fair Money market funds $ 187,225 $ — $ — $ 187,225 Corporate bonds 5,886 — (1) 5,885 Certificates of deposit 21,450 1 (1) 21,450 Commercial paper 191,348 10 (7) 191,351 Total $ 405,909 $ 11 $ (9) $ 405,911 |
Schedule of Available -for-Sale Investments by Balance Sheet Classification | The following table summarizes the classification of the Company’s available-for-sale investments on the Condensed Consolidated Balance Sheets: (in thousands) September 30, 2021 Cash and cash equivalents $ 221,722 Short-term investments 184,189 Total $ 405,911 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of finite-lived intangible assets | The following table summarizes intangible assets: September 30, 2021 December 31, 2020 (in thousands) Gross carrying amount Accumulated Amortization Net carrying amount Gross carrying amount Accumulated Amortization Net carrying amount Definite-lived intangible asset $ 911 $ (354) $ 557 $ 911 $ (127) $ 784 Indefinite-lived intangible asset 904 — 904 904 — 904 Intangible assets, net $ 1,815 $ (354) $ 1,461 $ 1,815 $ (127) $ 1,688 |
Schedule of indefinite-lived intangible assets | The following table summarizes intangible assets: September 30, 2021 December 31, 2020 (in thousands) Gross carrying amount Accumulated Amortization Net carrying amount Gross carrying amount Accumulated Amortization Net carrying amount Definite-lived intangible asset $ 911 $ (354) $ 557 $ 911 $ (127) $ 784 Indefinite-lived intangible asset 904 — 904 904 — 904 Intangible assets, net $ 1,815 $ (354) $ 1,461 $ 1,815 $ (127) $ 1,688 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of debt | Notes payable consisted of the following: September 30, December 31, (in thousands) 2021 2020 Current portion of notes payable $ 88 $ 1,073 Long-term portion of notes payable 656 11,615 Less: unamortized issuance costs — (201) Notes payable, net $ 744 $ 12,487 |
Schedule of maturities of long-term debt | The following table presents information regarding the Company’s debt principal repayment obligations as of September 30, 2021: (in thousands) Amount 2021 $ 21 2022 90 2023 97 2024 105 2025 114 Thereafter 317 Total debt principal payments $ 744 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Lease Payments | Future minimum commitments as of September 30, 2021 under the Company’s lease agreements are as follows: (in thousands) Amount 2021 $ 977 2022 3,977 2023 7,053 2024 7,325 2025 7,513 Thereafter 34,187 Total Minimum Payments $ 61,032 |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Temporary Equity [Abstract] | |
Schedule of temporary equity | Convertible preferred stock consisted of the following as of December 31, 2020: (in thousands except share data) Preferred Shares Authorized Preferred Shares Issued and Outstanding Carrying Value Liquidation Preferences Shares of Common Stock Issuable Upon Conversion Series A 30,078,402 29,965,754 $ 21,281 $ 21,281 29,965,754 Series A-1 4,975,521 4,975,520 — — 4,975,520 Series B 21,497,667 21,471,898 59,913 60,000 21,471,898 Series C 18,956,354 18,776,345 119,915 122,058 22,286,298 Series D 45,926,769 36,898,548 247,203 247,511 36,898,548 Total convertible preferred stock 121,434,713 112,088,065 $ 448,312 $ 450,850 115,598,018 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock-based Compensation Expenses | The following table presents the classification of stock-based compensation expense for stock options and RSUs for employees and non-employees within the Condensed Consolidated Statements of Operations: Three months ended September 30, Nine months ended September 30, (in thousands) 2021 2020 2021 2020 Research and development $ 1,305 $ 312 $ 3,000 $ 1,288 General and administrative 1,791 512 6,771 1,570 Total $ 3,096 $ 824 $ 9,771 $ 2,858 |
Schedule of Share-based Payment Arrangement, Option, Activity | Stock option activity during the nine months ended September 30, 2021 was as follows: (in thousands except share data) Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (In Years) Aggregate Intrinsic Value Outstanding as of December 31, 2020 20,937,443 $ 1.85 8.5 $ 12,956 Granted 2,840,467 10.77 Cancelled (1,203,239) 2.24 Exercised (2,711,021) 1.22 14,376 Outstanding as of September 30, 2021 19,863,650 $ 3.03 8.2 $ 396,084 Exercisable as of September 30, 2021 7,963,568 $ 1.71 7.2 $ 169,803 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The following weighted-average assumptions were used to calculate the grant-date fair value of stock options: Nine months ended September 30, 2021 2020 Expected term (in years) 6.2 6.2 Expected volatility 66 % 65 % Expected dividend yield — — Risk-free interest rate 0.97 % 1.00 % |
Schedule of Nonvested RSU Activity | The following table summarizes Recursion’s RSU activity during the nine months ended September 30, 2021: Stock units Weighted-average grant date fair value Outstanding as of December 31, 2020 — $ — Granted 143,723 29.46 Vested (2,528) 34.82 Forfeited (673) 29.42 Outstanding as of September 30, 2021 140,522 $ 29.36 |
Schedule of Share-based Payment, Award, ESPP, Valuation Assumptions | The weighted-average assumptions used in the Black-Scholes models were as follows: Nine months ended September 30, 2021 Expected term (in years) 0.6 Expected volatility 69 % Expected dividend yield — Risk-free interest rate 0.04 % |
Summary Of Changes In Company's Warrant Liability | The following is a summary of the changes in the Company’s Series A and B warrant liability balance during the nine months ended September 30, 2021 and 2020: (in thousands) Balance as of December 31, 2019 $ 128 Net increase in fair value of warrants 2 Balance as of September 30, 2020 $ 130 Balance as of December 31, 2020 $ 125 Increase in fair value of warrants 2,215 Recorded in equity upon exercise (2,340) Balance as of September 30, 2021 $ — |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss per Share | The following tables set forth the computation of basic and diluted net loss per share of Class A and Class B common stock during 2021: Three months ended Nine months ended September 30, 2021 September 30, 2021 (in thousands, except share amount) Class A Class B Class A Class B Numerator: Allocation of undistributed earnings $ (44,763) $ (2,664) $ (111,133) $ (10,413) Denominator: Weighted average common shares outstanding 159,065,667 9,467,883 101,045,348 9,467,883 Net loss per share, basic and diluted $ (0.28) $ (0.28) $ (1.10) $ (1.10) The following table sets forth the computation of basic and diluted net loss per share during 2020: Three months ended Nine months ended (in thousands, except share amounts) September 30, 2020 Numerator: Net loss $ (23,873) $ (61,240) Denominator: Weighted average common shares outstanding 21,817,900 21,704,008 Net loss per share, basic and diluted $ (1.09) $ (2.82) |
Schedule of Antidilutive Securities Excluded from Computation of Net Loss Per Share | The Company excluded the following potential common shares from the computation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect: Three months ended Nine months ended September 30, 2021 September 30, 2021 Class A Class B Class A Class B Convertible preferred stock — — 46,324,206 — Stock options and RSUs 16,764,023 — 15,506,429 — Warrants 163,958 — 180,479 — ESPP 37,917 — 5,109 — Total 16,965,898 — 62,016,223 — The Company excluded the following potential common shares from the computation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect: Three months ended Nine months ended September 30, 2020 Convertible preferred stock 89,839,055 82,453,474 Stock options 3,576,910 3,589,986 Warrants 115,107 115,107 Total 93,531,072 86,158,567 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
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: Basis of fair value measurement (in thousands) September 30, 2021 Level 1 Level 2 Level 3 Assets Cash equivalents: Money market funds 187,225 187,225 — — Commercial paper 34,497 — 34,497 — Restricted cash 10,233 10,233 — — Investments: Corporate bonds 5,884 — 5,884 — Certificates of deposit 21,450 — 21,450 — Commercial paper 156,854 — 156,854 — Total assets $ 416,143 $ 197,458 $ 218,685 $ — Basis of fair value measurement (in thousands) December 31, 2020 Level 1 Level 2 Level 3 Assets Restricted cash 5,041 5,041 — — Total assets $ 5,041 $ 5,041 $ — $ — Liabilities Warrant liability $ 125 $ — $ — $ 125 Total liabilities $ 125 $ — $ — $ 125 |
Fair Value Disclosure of Asset and Liability Not Measured at Fair Value | The following tables summarize the Company’s financial instruments that are not measured at fair value: Book values Fair values (in thousands) September 30, 2021 December 31, 2020 September 30, 2021 December 31, 2020 Liabilities Current portion of notes payable $ 88 $ 1,073 $ 88 $ 1,073 Notes payable, net of current portion 656 11,414 656 11,414 Total liabilities $ 744 $ 12,487 $ 744 $ 12,487 |
Description of the Business (De
Description of the Business (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ (335,147) | $ (213,601) |
Basis of Presentation (Details)
Basis of Presentation (Details) | Apr. 09, 2021 | Apr. 30, 2021 |
Class of Stock [Line Items] | ||
Stock split, conversion ratio | 1.5 | 1.5 |
Common Stock (Class A and B) | ||
Class of Stock [Line Items] | ||
Stock split, conversion ratio | 1 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Thousands | 1 Months Ended | |
Jul. 31, 2020 | Sep. 30, 2021 | |
Net assets acquired based on fair values: | ||
Goodwill | $ 801 | |
Vium | ||
Business Acquisition [Line Items] | ||
Percentage of business acquired | 100.00% | |
Total consideration transferred | $ 2,600 | |
Net assets acquired based on fair values: | ||
Inventory | 232 | |
Property and equipment | 14 | |
Other intangibles assets | 642 | |
Total identifiable net assets | 1,799 | |
Goodwill | 801 | |
Total assets acquired | 2,600 | |
Vium | Technology-Based Intangible Assets | ||
Net assets acquired based on fair values: | ||
Technology intangible asset | $ 911 | |
Useful life | 3 years |
Supplemental Financial Inform_3
Supplemental Financial Information - PPE (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 71,662 | $ 71,662 | $ 35,929 | ||
Less: Accumulated depreciation | (16,223) | (16,223) | (9,962) | ||
Property and equipment, net | 55,439 | 55,439 | 25,967 | ||
Depreciation | 2,500 | $ 1,100 | 6,300 | $ 3,100 | |
Lab equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 29,664 | 29,664 | 19,701 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 13,795 | 13,795 | 13,792 | ||
Office equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 20,005 | 20,005 | 1,075 | ||
Property and equipment additions | 17,900 | ||||
Construction in progress | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 8,198 | $ 8,198 | $ 1,361 |
Supplemental Financial Inform_4
Supplemental Financial Information - Accruals (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Supplemental Financial Information [Abstract] | ||
Accrued compensation | $ 7,261 | $ 3,085 |
Accrued development expenses | 3,813 | 2,289 |
Accrued early discovery expenses | 1,520 | 338 |
Accrued investment purchases | 5,898 | 0 |
Accrued construction | 996 | 0 |
Accrued other expenses | 5,625 | 4,773 |
Accrued expenses and other liabilities | $ 25,113 | $ 10,485 |
Supplemental Financial Inform_5
Supplemental Financial Information - Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Supplemental Financial Information [Abstract] | ||||
Interest expense | $ 220 | $ 401 | $ 2,971 | $ 1,129 |
Interest income | (50) | (46) | (94) | (290) |
Interest expense, net | $ 170 | $ 355 | $ 2,877 | $ 839 |
Investments - Type of Security
Investments - Type of Security (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Debt Securities, Available-for-sale [Line Items] | |
Amortized cost | $ 405,909 |
Gross unrealized gains | 11 |
Gross unrealized losses | (9) |
Fair values | 405,911 |
Money market funds | |
Debt Securities, Available-for-sale [Line Items] | |
Amortized cost | 187,225 |
Gross unrealized gains | 0 |
Gross unrealized losses | 0 |
Fair values | 187,225 |
Corporate bonds | |
Debt Securities, Available-for-sale [Line Items] | |
Amortized cost | 5,886 |
Gross unrealized gains | 0 |
Gross unrealized losses | (1) |
Fair values | 5,885 |
Certificates of deposit | |
Debt Securities, Available-for-sale [Line Items] | |
Amortized cost | 21,450 |
Gross unrealized gains | 1 |
Gross unrealized losses | (1) |
Fair values | 21,450 |
Commercial paper | |
Debt Securities, Available-for-sale [Line Items] | |
Amortized cost | 191,348 |
Gross unrealized gains | 10 |
Gross unrealized losses | (7) |
Fair values | $ 191,351 |
Investments - Balance Sheet Cla
Investments - Balance Sheet Classification (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Debt Securities, Available-for-sale [Line Items] | |
Available for sale investments | $ 405,911 |
Cash and cash equivalents | |
Debt Securities, Available-for-sale [Line Items] | |
Available for sale investments | 221,722 |
Short-term investments | |
Debt Securities, Available-for-sale [Line Items] | |
Available for sale investments | $ 184,189 |
Investments - Narrative (Detail
Investments - Narrative (Details) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021USD ($)position | Sep. 30, 2021USD ($)position | |
Investments, Debt and Equity Securities [Abstract] | ||
Number of unrealized loss positions (in positions) | position | 16 | 16 |
Impairment of available for sale securities | $ | $ 0 | $ 0 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Goodwill | $ 801,000 | $ 801,000 | |||
Change in carrying amount of goodwill | 0 | 0 | |||
Goodwill impairment | 0 | $ 0 | 0 | $ 0 | |
Gross carrying amount | 911,000 | 911,000 | $ 911,000 | ||
Accumulated Amortization | (354,000) | (354,000) | (127,000) | ||
Net carrying amount | 557,000 | 557,000 | 784,000 | ||
Indefinite-lived intangible asset | 904,000 | 0 | 904,000 | 0 | 904,000 |
Intangible assets, gross | 1,815,000 | 1,815,000 | 1,815,000 | ||
Intangible assets, net | 1,461,000 | 1,461,000 | $ 1,688,000 | ||
Amortization expense | 76,000 | $ 51,000 | 228,000 | $ 51,000 | |
Impairment of indefinite-lived intangible assets | $ 0 | $ 0 |
Notes Payable - Midcap Financia
Notes Payable - Midcap Financial (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jul. 31, 2021 | Sep. 30, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||||||
Loss on debt extinguishment | $ (827) | $ (883) | ||||
Midcap loan agreement, tranche 1 | Line of credit | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 11,900 | |||||
Pacific Western Bank loan | Loans payable | ||||||
Debt Instrument [Line Items] | ||||||
Repayments of debt | $ 11,200 | |||||
Midcap loan agreement | Line of credit | ||||||
Debt Instrument [Line Items] | ||||||
Repayments of debt | $ 12,700 | |||||
Loss on debt extinguishment | $ (996) | |||||
Line of credit outstanding | $ 11,900 | |||||
Payments of fees in connection with the midcap loan agreement | $ 298 |
Notes Payable - Pacific Western
Notes Payable - Pacific Western (Details) - Letter of credit - Pacific Western letter of credit - USD ($) $ in Millions | Dec. 31, 2020 | May 31, 2018 |
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 3.8 | |
Line of credit outstanding | $ 3.8 | |
Restricted cash | $ 4 |
Notes Payable - Convertible Not
Notes Payable - Convertible Notes (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Apr. 30, 2020 | Mar. 31, 2020 | |
Debt Instrument [Line Items] | |||||
Stock issued during the period, value of conversion of convertible securities | $ 1,600 | ||||
Convertible notes payable | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | $ 6,400 | $ 6,400 | |||
Shares issued in the period, upon conversion (in shares) | 1,203,231 | ||||
Change in fair value of derivate | $ (161) | $ (484) |
Notes Payable - Notes Payable f
Notes Payable - Notes Payable for Tenant Improvement Allowance (Details) - Notes payable - Station 41 lease $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Debt Instrument [Line Items] | |
Proceeds from issuance of long-term debt | $ 992 |
Debt instrument, term | 10 years |
Debt Instrument, interest rate | 8.00% |
Notes Payable - Current_Noncurr
Notes Payable - Current/Noncurrent (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total liabilities | $ 744 | |
Notes payable | ||
Debt Instrument [Line Items] | ||
Current portion of notes payable | 88 | $ 1,073 |
Notes payable, net of current portion | 656 | 11,615 |
Less: unamortized issuance costs | 0 | (201) |
Total liabilities | $ 744 | $ 12,487 |
Notes Payable - Principal Repay
Notes Payable - Principal Repayments (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Debt Disclosure [Abstract] | |
2021 | $ 21 |
2022 | 90 |
2023 | 97 |
2024 | 105 |
2025 | 114 |
Thereafter | 317 |
Total liabilities | $ 744 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Jan. 31, 2021USD ($)ft² | Aug. 31, 2017extensionPeriod | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2019 | Aug. 31, 2019 | Dec. 31, 2017USD ($) | Aug. 31, 2016USD ($) | |
Lessee, Lease, Description [Line Items] | |||||||||||
Rent expense | $ 1,700 | $ 1,100 | $ 4,400 | $ 3,200 | |||||||
Station 41 | |||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||
Lease term | 7 years | ||||||||||
Milpitas | |||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||
Lease term | 9 years | ||||||||||
Station 56 | |||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||
Lease term | 11 years | ||||||||||
Incentive from lessor | 2,200 | 2,200 | |||||||||
Lease incentive, payable | 2,100 | 2,100 | |||||||||
Size of leased asset (in square feet) | ft² | 91,478 | ||||||||||
Total minimum payments | $ 32,000 | ||||||||||
Tenant improvement allowance | $ 10,100 | ||||||||||
Station 41 lease | Notes payable | |||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||
Proceeds from issuance of long-term debt | $ 992 | ||||||||||
Debt Instrument, interest rate | 8.00% | ||||||||||
Komas | |||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||
Lease term | 7 years | ||||||||||
Incentive from lessor | $ 847 | ||||||||||
Lease incentive, payable | 282 | 282 | |||||||||
Station 41 | |||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||
Lease term | 10 years | ||||||||||
Incentive from lessor | $ 4,000 | ||||||||||
Lease incentive, payable | $ 2,500 | $ 2,500 | |||||||||
Number of renewal options (in extension periods) | extensionPeriod | 1 | ||||||||||
Operating lease, renewal term | 5 years | ||||||||||
Station 56 | |||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||
Operating lease, renewal term | 5 years |
Commitments and Contingencies_2
Commitments and Contingencies - Minimum payments (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2021 | $ 977 |
2022 | 3,977 |
2023 | 7,053 |
2024 | 7,325 |
2025 | 7,513 |
Thereafter | 34,187 |
Total Minimum Payments | $ 61,032 |
Convertible Preferred Stock - N
Convertible Preferred Stock - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | Apr. 20, 2021 | Apr. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Preferred Units [Line Items] | |||||||||
Convertible preferred stock, shares outstanding (in shares) | 110,539,147 | 110,539,147 | 0 | 0 | 112,088,065 | 75,189,517 | 75,189,517 | ||
Series D | |||||||||
Preferred Units [Line Items] | |||||||||
Convertible preferred stock, shares outstanding (in shares) | 36,898,548 | ||||||||
Number of shares issued in transaction (in shares) | 35,349,630 | 35,349,630 | |||||||
Consideration received from transaction | $ 235.2 | $ 235.2 | |||||||
Price per share (in dollars per share) | $ 6.70 | $ 6.70 | |||||||
Price per converted share (in dollars per share) | $ 5.37 | $ 5.37 | |||||||
IPO | |||||||||
Preferred Units [Line Items] | |||||||||
Shares issued in the period, upon conversion (in shares) | 115,598,018 | ||||||||
Number of shares issued in transaction (in shares) | 27,878,787 | ||||||||
Consideration received from transaction | $ 462.4 | ||||||||
Price per share (in dollars per share) | $ 18 |
Convertible Preferred Stock - S
Convertible Preferred Stock - Summary (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Preferred Units [Line Items] | ||||||
Preferred shares authorized (in shares) | 200,000,000 | 121,434,713 | ||||
Preferred shares issued (in shares) | 0 | 112,088,065 | ||||
Preferred shares outstanding (in shares) | 0 | 0 | 112,088,065 | 110,539,147 | 75,189,517 | 75,189,517 |
Carrying Value | $ 0 | $ 0 | $ 448,312 | $ 437,922 | $ 201,109 | $ 201,109 |
Liquidation Preferences | $ 0 | $ 450,850 | ||||
Shares of common stock issuable upon conversion (in shares) | 115,598,018 | |||||
Series A | ||||||
Preferred Units [Line Items] | ||||||
Preferred shares authorized (in shares) | 30,078,402 | |||||
Preferred shares issued (in shares) | 29,965,754 | |||||
Preferred shares outstanding (in shares) | 29,965,754 | |||||
Carrying Value | $ 21,281 | |||||
Liquidation Preferences | $ 21,281 | |||||
Shares of common stock issuable upon conversion (in shares) | 29,965,754 | |||||
Series A-1 | ||||||
Preferred Units [Line Items] | ||||||
Preferred shares authorized (in shares) | 4,975,521 | |||||
Preferred shares issued (in shares) | 4,975,520 | |||||
Preferred shares outstanding (in shares) | 4,975,520 | |||||
Carrying Value | $ 0 | |||||
Liquidation Preferences | $ 0 | |||||
Shares of common stock issuable upon conversion (in shares) | 4,975,520 | |||||
Series B | ||||||
Preferred Units [Line Items] | ||||||
Preferred shares authorized (in shares) | 21,497,667 | |||||
Preferred shares issued (in shares) | 21,471,898 | |||||
Preferred shares outstanding (in shares) | 21,471,898 | |||||
Carrying Value | $ 59,913 | |||||
Liquidation Preferences | $ 60,000 | |||||
Shares of common stock issuable upon conversion (in shares) | 21,471,898 | |||||
Series C | ||||||
Preferred Units [Line Items] | ||||||
Preferred shares authorized (in shares) | 18,956,354 | |||||
Preferred shares issued (in shares) | 18,776,345 | |||||
Preferred shares outstanding (in shares) | 18,776,345 | |||||
Carrying Value | $ 119,915 | |||||
Liquidation Preferences | $ 122,058 | |||||
Shares of common stock issuable upon conversion (in shares) | 22,286,298 | |||||
Series D | ||||||
Preferred Units [Line Items] | ||||||
Preferred shares authorized (in shares) | 45,926,769 | |||||
Preferred shares issued (in shares) | 36,898,548 | |||||
Preferred shares outstanding (in shares) | 36,898,548 | |||||
Carrying Value | $ 247,203 | |||||
Liquidation Preferences | $ 247,511 | |||||
Shares of common stock issuable upon conversion (in shares) | 36,898,548 |
Common Stock - Narrative (Detai
Common Stock - Narrative (Details) $ / shares in Units, $ in Millions | Apr. 20, 2021USD ($)$ / sharesshares | Apr. 09, 2021 | Apr. 30, 2021shares | Sep. 30, 2021vote |
Class of Stock [Line Items] | ||||
Stock split, conversion ratio | 1.5 | 1.5 | ||
Class A | ||||
Class of Stock [Line Items] | ||||
Vote per share of common stock (in votes) | vote | 1 | |||
Class B | ||||
Class of Stock [Line Items] | ||||
Vote per share of common stock (in votes) | vote | 10 | |||
Christopher Gibson and his affiliates | ||||
Class of Stock [Line Items] | ||||
Affiliated holders, ownership percentage | 0.37 | |||
Affiliated holders, potential ownership percentage when outstanding equity awards vest | 0.41 | |||
IPO | ||||
Class of Stock [Line Items] | ||||
IPO, number of shares issued (in shares) | shares | 27,878,787 | |||
Price per share (in dollars per share) | $ / shares | $ 18 | |||
IPO, net proceeds received | $ 462.4 | |||
IPO, underwriting discounts and commissions | 35.1 | |||
IPO, expenses costs | $ 4.3 | |||
Shares issued in the period, upon conversion (in shares) | shares | 115,598,018 |
Collaborative Development Con_2
Collaborative Development Contracts - Bayer AG (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
Aug. 31, 2020USD ($)project | Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Current portion of unearned revenue | $ 10,000 | $ 10,000 | $ 10,000 | |
Unearned revenue, net of current portion | 9,167 | 9,167 | $ 16,667 | |
Bayer AG | Collaborative arrangement | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Collaborative agreement, term | 5 years | |||
Number of projects that may be initiated (in projects) | project | 10 | |||
Non-refundable upfront payment received | $ 30,000 | |||
Revenue from contract with customer | 2,500 | 7,500 | ||
Current portion of unearned revenue | 10,000 | 10,000 | ||
Unearned revenue, net of current portion | $ 9,200 | $ 9,200 | ||
Research project, fees and milestones payments receivable for an option on a lead series | 100,000 | |||
Research project, fees and milestones payments receivable for an option on a development candidate | $ 120,000 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Apr. 30, 2021 | Feb. 28, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Options granted in period, weighted average grant date fair value (in dollars per share) | $ 6.41 | $ 1.49 | ||||||
Options, granted in period (in shares) | 2,840,467 | |||||||
Options, outstanding, number (in shares) | 19,863,650 | 19,863,650 | 20,937,443 | |||||
Share-based payment arrangement, expense | $ 3,096,000 | $ 824,000 | $ 9,771,000 | $ 2,858,000 | ||||
Unvested stock options, unamortized stock-based compensation cost | 27,900,000 | $ 27,900,000 | ||||||
Unvested stock options, unamortized stock-based compensation cost, weighted average period recognition | 3 years | |||||||
Performance shares | Share-based Payment Arrangement, Employee | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Options, granted in period (in shares) | 150,000 | |||||||
Options, granted in period, fair value | $ 358,000 | |||||||
Options, outstanding, number (in shares) | 1,500,000 | |||||||
Options, outstanding, estimated fair value at grand date | $ 2,000,000 | |||||||
Share-based payment arrangement, expense | 41,000 | $ 0 | $ 1,600,000 | $ 0 | ||||
Restricted stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Unvested stock options, unamortized stock-based compensation cost, weighted average period recognition | 3 years | |||||||
Unrecognized compensation cost | 3,600,000 | $ 3,600,000 | ||||||
RSUs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock options, vesting period | 4 years | |||||||
ESPP | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock options, vesting period | 4 years | |||||||
Stock options, expiration period | 10 years | |||||||
Share-based payment arrangement, expense | 233,000 | $ 450,000 | ||||||
Unvested stock options, unamortized stock-based compensation cost, weighted average period recognition | 2 months | |||||||
Shares issued during the period (in shares) | 0 | |||||||
Unrecognized compensation cost | $ 136,000 | $ 136,000 | ||||||
2021 Equity Incentive Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common stock, capital shares reserved for future issuance (in shares) | 16,186,000 | |||||||
Number of shares available for grant (in shares) | 15,580,505 | 15,580,505 | ||||||
ESPP | ESPP | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common stock, capital shares reserved for future issuance (in shares) | 3,238,000 | |||||||
Purchase period | 6 months | |||||||
Purchase price of common stock (as a percent) | 85.00% |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock-based Compensation Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based payment arrangement, expense | $ 3,096 | $ 824 | $ 9,771 | $ 2,858 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based payment arrangement, expense | 1,305 | 312 | 3,000 | 1,288 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based payment arrangement, expense | $ 1,791 | $ 512 | $ 6,771 | $ 1,570 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Share-based Payment Arrangement, Option, Activity (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Options, outstanding, number at beginning of period (in shares) | shares | 20,937,443 | |
Options, granted in period (in shares) | shares | 2,840,467 | |
Options, cancelled in period (in shares) | shares | (1,203,239) | |
Options, exercised in period (in shares) | shares | (2,711,021) | |
Options, outstanding, number at end of period (in shares) | shares | 19,863,650 | 20,937,443 |
Options, exercisable, number (in shares) | shares | 7,963,568 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Options, outstanding, weighted average exercise price at beginning of period (in dollars per share) | $ / shares | $ 1.85 | |
Options, grants in period, weighted average exercise price (in dollars per share) | $ / shares | 10.77 | |
Options, cancelled in period, weighted average exercise price (in dollars per share) | $ / shares | 2.24 | |
Options, exercised in period, weighted average exercise price (in dollars per share) | $ / shares | 1.22 | |
Options, outstanding, weighted average exercise price at end of period (in dollars per share) | $ / shares | 3.03 | $ 1.85 |
Options, exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 1.71 | |
Options, outstanding, weighted average remaining contractual life | 8 years 2 months 12 days | 8 years 6 months |
Options, exercisable, weighted average remaining contractual life | 7 years 2 months 12 days | |
Options, outstanding, intrinsic value | $ | $ 396,084 | $ 12,956 |
Options, exercised in period, intrinsic value | $ | 14,376 | |
Options, exercisable, intrinsic value | $ | $ 169,803 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Share-based Payment Award, Stock Options, Valuation Assumption (Details) - Stock options | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 6 years 2 months 12 days | 6 years 2 months 12 days |
Expected volatility | 66.00% | 65.00% |
Expected dividend yield | 0.00% | 0.00% |
Risk-free interest rate | 0.97% | 1.00% |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of RSU Activity (Details) - Restricted stock | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Stock units | |
Beginning balance, outstanding (in shares) | shares | 0 |
Granted (in shares) | shares | 143,723 |
Vested (in shares) | shares | (2,528) |
Forfeited (in shares) | shares | (673) |
Ending balance, outstanding (in shares) | shares | 140,522 |
Weighted-average grant date fair value | |
Beginning balance, outstanding Weighted average grant date fair value (in dollars per share) | $ / shares | $ 0 |
Granted (in dollars per share) | $ / shares | 29.46 |
Vested (in dollars per share) | $ / shares | 34.82 |
Forfeited (in shares) | $ / shares | 29.42 |
Ending balance, outstanding Weighted average grant date fair value (in dollars per share) | $ / shares | $ 29.36 |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of Share-based Payment, Award, ESPP, Valuation Assumptions (Details) - ESPP | 9 Months Ended |
Sep. 30, 2021 | |
Warrants Arrangements [Line Items] | |
Expected term (in years) | 7 months 6 days |
Expected volatility | 69.00% |
Expected dividend yield | 0.00% |
Risk-free interest rate | 0.04% |
Stock-Based Compensation - Warr
Stock-Based Compensation - Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | ||
Jan. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
2016 Warrants | |||
Warrants Arrangements [Line Items] | |||
Warrants outstanding (in shares) | 84,486 | ||
Warrants, exercise price (in dollars per share) | $ 0.71 | ||
2017 Warrants | |||
Warrants Arrangements [Line Items] | |||
Warrants outstanding (in shares) | 28,161 | ||
Warrants, exercise price (in dollars per share) | $ 0.71 | ||
Warrants, fair value | $ 77 | ||
2018 Warrants | |||
Warrants Arrangements [Line Items] | |||
Warrants outstanding (in shares) | 25,762 | ||
Warrants, exercise price (in dollars per share) | $ 2.79 | ||
Warrants, fair value | $ 48 | ||
Warrants Issued In January 2020 | Series C | |||
Warrants Arrangements [Line Items] | |||
Warrants, exercise price (in dollars per share) | $ 6.51 | ||
Warrants issued (in shares) | 180,000 | ||
Warrants, vesting period | 18 months | ||
Warrants, grand date fair value (in dollars per share) | $ 4.10 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary Of Changes In Company's Warrant Liability (Details) - Warrants - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value of warrants at beginning of period | $ 125 | $ 128 |
Net increase in fair value of warrants | 2,215 | 2 |
Recorded in equity upon exercise | (2,340) | |
Fair value of warrants at end of period | $ 0 | $ 130 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 0 | $ 0 | $ 0 | $ 0 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Basic and Diluted Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator: | ||||
Undistributed earnings, basic | $ (44,763) | |||
Undistributed earnings, diluted | $ (2,664) | $ (111,133) | ||
Denominator: | ||||
Weighted average common shares outstanding, basic (in shares) | 168,533,550 | 21,817,900 | 110,513,231 | 21,704,008 |
Weighted average common shares outstanding, diluted (in shares) | 168,533,550 | 21,817,900 | 110,513,231 | 21,704,008 |
Net loss per share, basic (in dollars per shares) | $ (0.28) | $ (1.09) | $ (1.10) | $ (2.82) |
Net loss per share, diluted (in dollars per shares) | $ (0.28) | $ (1.09) | $ (1.10) | $ (2.82) |
Class A | ||||
Numerator: | ||||
Undistributed earnings, basic | $ (111,133) | |||
Undistributed earnings, diluted | $ (44,763) | |||
Denominator: | ||||
Weighted average common shares outstanding, basic (in shares) | 159,065,667 | 101,045,348 | ||
Weighted average common shares outstanding, diluted (in shares) | 159,065,667 | 101,045,348 | ||
Net loss per share, basic (in dollars per shares) | $ (0.28) | $ (1.10) | ||
Net loss per share, diluted (in dollars per shares) | $ (0.28) | $ (1.10) | ||
Class B | ||||
Numerator: | ||||
Undistributed earnings, basic | $ (2,664) | $ (10,413) | ||
Undistributed earnings, diluted | $ (10,413) | |||
Denominator: | ||||
Weighted average common shares outstanding, basic (in shares) | 9,467,883 | 9,467,883 | ||
Weighted average common shares outstanding, diluted (in shares) | 9,467,883 | 9,467,883 | ||
Net loss per share, basic (in dollars per shares) | $ (0.28) | $ (1.10) | ||
Net loss per share, diluted (in dollars per shares) | $ (0.28) | $ (1.10) |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Net Loss Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of loss per share, amount (in shares) | 93,531,072 | 86,158,567 | ||
Class A | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of loss per share, amount (in shares) | 16,965,898 | 62,016,223 | ||
Class B | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of loss per share, amount (in shares) | 0 | 0 | ||
Convertible preferred stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of loss per share, amount (in shares) | 89,839,055 | 82,453,474 | ||
Convertible preferred stock | Class A | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of loss per share, amount (in shares) | 0 | 46,324,206 | ||
Convertible preferred stock | Class B | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of loss per share, amount (in shares) | 0 | 0 | ||
Stock options and RSUs | Class A | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of loss per share, amount (in shares) | 16,764,023 | 15,506,429 | ||
Stock options and RSUs | Class B | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of loss per share, amount (in shares) | 0 | 0 | ||
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of loss per share, amount (in shares) | 115,107 | 115,107 | ||
Warrants | Class A | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of loss per share, amount (in shares) | 163,958 | 180,479 | ||
Warrants | Class B | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of loss per share, amount (in shares) | 0 | 0 | ||
ESPP | Class A | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of loss per share, amount (in shares) | 37,917 | 5,109 | ||
ESPP | Class B | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of loss per share, amount (in shares) | 0 | 0 | ||
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of loss per share, amount (in shares) | 3,576,910 | 3,589,986 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Restricted cash | $ 10,233 | $ 5,041 |
Total assets | 416,143 | 5,041 |
Warrant liability | 125 | |
Total liabilities | 125 | |
Corporate bonds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | 5,884 | |
Certificates of deposit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | 21,450 | |
Commercial paper | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | 156,854 | |
Money market funds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 187,225 | |
Commercial paper | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 34,497 | |
Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Restricted cash | 10,233 | 5,041 |
Total assets | 197,458 | 5,041 |
Warrant liability | 0 | |
Total liabilities | 0 | |
Level 1 | Corporate bonds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | 0 | |
Level 1 | Certificates of deposit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | 0 | |
Level 1 | Commercial paper | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | 0 | |
Level 1 | Money market funds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 187,225 | |
Level 1 | Commercial paper | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 0 | |
Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Restricted cash | 0 | 0 |
Total assets | 218,685 | 0 |
Warrant liability | 0 | |
Total liabilities | 0 | |
Level 2 | Corporate bonds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | 5,884 | |
Level 2 | Certificates of deposit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | 21,450 | |
Level 2 | Commercial paper | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | 156,854 | |
Level 2 | Money market funds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 0 | |
Level 2 | Commercial paper | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 34,497 | |
Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Restricted cash | 0 | 0 |
Total assets | 0 | 0 |
Warrant liability | 125 | |
Total liabilities | $ 125 | |
Level 3 | Corporate bonds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | 0 | |
Level 3 | Certificates of deposit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | 0 | |
Level 3 | Commercial paper | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | 0 | |
Level 3 | Money market funds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 0 | |
Level 3 | Commercial paper | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | $ 0 |
Fair Value Measurements - Ass_2
Fair Value Measurements - Asset and Liability Not Measured at Fair Value (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Notes payable | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Current portion of notes payable | $ 88 | $ 1,073 |
Notes payable, net of current portion | 656 | 11,615 |
Book values | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Total liabilities | 744 | 12,487 |
Book values | Notes payable | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Current portion of notes payable | 88 | 1,073 |
Notes payable, net of current portion | 656 | 11,414 |
Fair values | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Total liabilities | 744 | 12,487 |
Fair values | Notes payable | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Current portion of notes payable | 88 | 1,073 |
Notes payable, net of current portion | $ 656 | $ 11,414 |
Related Party Transactions (Det
Related Party Transactions (Details) - Chief Executive Officer - USD ($) | Dec. 05, 2017 | Sep. 30, 2021 | Sep. 30, 2020 |
Related Party Transaction [Line Items] | |||
Loan to related party | $ 595,000 | $ 0 | $ 0 |
Debt instrument, term | 7 years |