Cover Page
Cover Page - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 28, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-40323 | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 3.9 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCEPortions of the 2022 Recursion Inc. Proxy Statement for use in connection with its Annual Meeting of Stockholders to be filed hereafter are incorporated by reference into Part III of this report. | ||
Entity Central Index Key | 0001601830 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Class A | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 161,768,235 | ||
Class B | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 9,005,359 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | Ernst & Young LLP |
Auditor Location | Salt Lake City, Utah |
Auditor Firm ID | 42 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 285,116 | $ 262,126 |
Restricted cash | 1,552 | 2,000 |
Accounts receivable | 34 | 156 |
Other receivables | 9,056 | 0 |
Investments | 231,446 | 0 |
Other current assets | 7,514 | 2,155 |
Total current assets | 534,718 | 266,437 |
Restricted cash, non-current | 8,681 | 3,041 |
Property and equipment, net | 64,725 | 25,967 |
Intangible assets, net | 1,385 | 1,689 |
Goodwill | 801 | 801 |
Other non-current assets | 35 | 650 |
Total assets | 610,345 | 298,585 |
Current liabilities | ||
Accounts payable | 2,819 | 1,074 |
Accrued expenses and other liabilities | 32,333 | 10,485 |
Current portion of unearned revenue | 10,000 | 10,000 |
Current portion of notes payable | 90 | 1,073 |
Current portion of lease incentive obligation | 1,416 | 467 |
Total current liabilities | 46,658 | 23,099 |
Deferred rent | 4,110 | 2,674 |
Unearned revenue, net of current portion | 6,667 | 16,667 |
Notes payable, net of current portion | 633 | 11,414 |
Lease incentive obligation, net of current portion | 9,339 | 2,708 |
Total liabilities | 67,407 | 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 December 31, 2021 and December 31, 2020, respectively; 0 and 112,088,065 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively; liquidation preference of $0 and $450,850 as of December 31, 2021 and December 31, 2020, respectively | 0 | 448,312 |
Stockholders’ equity (deficit) | ||
Common stock, $0.00001 par value; 2,000,000,000 shares (Class A 1,989,032,117 and Class B 10,967,883) and 188,400,000 Class A shares authorized as of December 31, 2021 and December 31, 2020, respectively; 170,272,462 shares (Class A 160,906,245 and Class B 9,366,217) and 22,314,685 Class A shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively | 2 | 0 |
Additional paid-in capital | 943,142 | 7,312 |
Accumulated deficit | (400,080) | (213,601) |
Accumulated other comprehensive loss | (126) | 0 |
Total stockholders’ equity (deficit) | 542,938 | (206,289) |
Total liabilities, convertible preferred stock and stockholders’ equity (deficit) | $ 610,345 | $ 298,585 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 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) | 170,272,462 | 22,314,685 |
Common sock, shares outstanding (in shares) | 170,272,462 | 22,314,685 |
Class A | ||
Common stock, shares authorized (in shares) | 1,989,032,117 | |
Common stock, shares issued (in shares) | 160,906,245 | |
Common sock, shares outstanding (in shares) | 160,906,245 | |
Class B | ||
Common stock, shares authorized (in shares) | 10,967,883 | |
Common stock, shares issued (in shares) | 9,366,217 | |
Common sock, shares outstanding (in shares) | 9,366,217 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | |||
Revenue | $ 10,178 | $ 3,962 | $ 2,319 |
Operating expenses | |||
Research and development | 135,271 | 63,319 | 45,809 |
General and administrative | 57,682 | 25,258 | 18,951 |
Total operating expenses | 192,953 | 88,577 | 64,760 |
Loss from operations | (182,775) | (84,615) | (62,441) |
Other income (loss), net | (3,704) | (2,391) | 562 |
Net loss | $ (186,479) | $ (87,006) | $ (61,879) |
Per share data | |||
Net loss per share of Class A and B common stock, basic (in dollars per share) | $ (1.49) | $ (3.99) | $ (2.87) |
Net loss per share of Class A and B common stock, diluted (in dollars per share) | $ (1.49) | $ (3.99) | $ (2.87) |
Weighted average shares outstanding, basic (in shares) | 125,348,110 | 21,781,386 | 21,570,265 |
Weighted average shares outstanding, diluted (in shares) | 125,348,110 | 21,781,386 | 21,570,265 |
Grant revenue | |||
Revenue | |||
Revenue | $ 178 | $ 549 | $ 608 |
Operating revenue | |||
Revenue | |||
Revenue | $ 10,000 | $ 3,413 | $ 1,711 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (186,479) | $ (87,006) | $ (61,879) |
Unrealized losses on investments | (162) | 0 | 0 |
Net realized losses on investments reclassified into net loss | 36 | 0 | 0 |
Other comprehensive loss | (126) | 0 | 0 |
Comprehensive loss | $ (186,605) | $ (87,006) | $ (61,879) |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) - USD ($) | Total | Series A, B and C Warrants | Convertible preferred stock | Common Stock (Class A and B) | Common Stock (Class A and B)Series A, B and C Warrants | Common Stock (Class A and B)Convertible preferred stock | Additional Paid-in-Capital | Additional Paid-in-CapitalSeries A, B and C Warrants | Additional Paid-in-CapitalConvertible preferred stock | Accumulated Deficit | Accumulated other comprehensive loss |
Temporary equity, shares outstanding at beginning of period (in shares) at Dec. 31, 2018 | 56,413,172 | ||||||||||
Temporary equity, carrying amount attributable to parent at beginning of period at Dec. 31, 2018 | $ 81,194,000 | ||||||||||
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) | 18,776,345 | ||||||||||
Issuance of Series D convertible preferred stock inclusive of the convertible notes, net of issuance costs | $ 119,915,000 | ||||||||||
Temporary equity, shares outstanding at end of period (in shares) at Dec. 31, 2019 | 75,189,517 | ||||||||||
Temporary equity, carrying amount attributable to parent at end of period at Dec. 31, 2019 | $ 201,109,000 | ||||||||||
Common stock, shares outstanding at beginning period (in shares) at Dec. 31, 2018 | 21,457,969 | ||||||||||
Total stockholders’ equity (deficit) at beginning of period at Dec. 31, 2018 | (63,847,000) | $ 0 | $ 869,000 | $ (64,716,000) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net loss | (61,879,000) | (61,879,000) | |||||||||
Vesting of stock options exercised early | 11,000 | 11,000 | |||||||||
Stock option exercises | 65,000 | 65,000 | |||||||||
Other comprehensive loss | 0 | ||||||||||
Stock option exercises and other (in shares) | 179,640 | ||||||||||
Stock-based compensation | 1,385,000 | 1,385,000 | |||||||||
Common stock, shares outstanding at end period (in shares) at Dec. 31, 2019 | 21,637,609 | ||||||||||
Total stockholders’ equity (deficit) at end of period at Dec. 31, 2019 | $ (124,265,000) | $ 0 | 2,330,000 | (126,595,000) | |||||||
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) | 36,898,548 | ||||||||||
Issuance of Series D convertible preferred stock inclusive of the convertible notes, net of issuance costs | $ 247,203,000 | ||||||||||
Temporary equity, shares outstanding at end of period (in shares) at Dec. 31, 2020 | 112,088,065 | ||||||||||
Temporary equity, carrying amount attributable to parent at end of period at Dec. 31, 2020 | $ 448,312,000 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net loss | (87,006,000) | (87,006,000) | |||||||||
Vesting of stock options exercised early | 9,000 | 9,000 | |||||||||
Stock option exercises | 681,000 | 681,000 | |||||||||
Other comprehensive loss | 0 | ||||||||||
Stock option exercises and other (in shares) | 677,076 | ||||||||||
Stock-based compensation | $ 4,292,000 | 4,292,000 | |||||||||
Common stock, shares outstanding at end period (in shares) at Dec. 31, 2020 | 22,314,685 | 22,314,685 | |||||||||
Total stockholders’ equity (deficit) at end of period at Dec. 31, 2020 | $ (206,289,000) | $ 0 | 7,312,000 | (213,601,000) | |||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||
Issuance of Series D convertible preferred stock inclusive of the convertible notes, net of issuance costs | $ 0 | ||||||||||
Conversion of preferred stock to common stock (in shares) | (112,088,065) | ||||||||||
Conversion of preferred stock to common stock | $ (448,312,000) | ||||||||||
Temporary equity, shares outstanding at end of period (in shares) at Dec. 31, 2021 | 0 | ||||||||||
Temporary equity, carrying amount attributable to parent at end of period at Dec. 31, 2021 | $ 0 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net loss | (186,479,000) | (186,479,000) | |||||||||
Stock option exercises | 6,812,000 | 6,812,000 | |||||||||
Other comprehensive loss | (126,000) | $ (126,000) | |||||||||
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 | $ 462,354,000 | $ 1,000 | 462,353,000 | ||||||||
Conversion of preferred stock to common stock and warrant exercises (in shares) | 343,609 | 115,598,018 | |||||||||
Conversion of preferred stock to common stock and stock warrant exercises | $ 3,512,000 | $ 448,312,000 | $ 1,000 | $ 3,512,000 | $ 448,311,000 | ||||||
Stock option exercises and other (in shares) | 4,017,316 | 4,137,363 | |||||||||
Stock-based compensation | $ 14,842,000 | 14,842,000 | |||||||||
Common stock, shares outstanding at end period (in shares) at Dec. 31, 2021 | 170,272,462 | 170,272,462 | |||||||||
Total stockholders’ equity (deficit) at end of period at Dec. 31, 2021 | $ 542,938,000 | $ 2,000 | $ 943,142,000 | $ (400,080,000) | $ (126,000) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | |||
Net loss | $ (186,479) | $ (87,006) | $ (61,879) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 8,405 | 3,943 | 2,489 |
Stock-based compensation | 14,842 | 4,292 | 1,385 |
Asset impairment | 0 | 874 | 0 |
Loss on debt extinguishment | 827 | 883 | 555 |
Other, net | 4,097 | 781 | 0 |
Changes in operating assets and liabilities: | |||
Accounts receivable | 114 | (5) | (27) |
Other receivables and assets | (5,490) | (1,114) | 632 |
Unearned revenue | (10,000) | 26,667 | 0 |
Accounts payable | 1,745 | (185) | (340) |
Accrued development expense | 561 | 1,348 | 941 |
Accrued expenses and other current liabilities | 12,764 | 4,123 | (798) |
Net cash used in operating activities | (158,614) | (45,399) | (57,042) |
Cash flows from investing activities | |||
Purchases of property and equipment | (39,798) | (5,831) | (3,910) |
Acquisition of a business | 0 | (2,600) | 0 |
Purchase of an intangible asset | 0 | (904) | 0 |
Purchases of investments | (301,137) | 0 | 0 |
Sales and maturities of investments | 69,191 | 0 | 0 |
Proceeds from note receivable | 0 | 595 | 0 |
Net cash used in investing activities | (271,744) | (8,740) | (3,910) |
Cash flows from financing activities | |||
Proceeds from initial public offering of common stock, net of issuance costs | 462,901 | 0 | 0 |
Proceeds from sale of preferred stock, net of issuance costs | 0 | 239,131 | 119,915 |
Proceeds from equity incentive plans and warrants | 8,437 | 681 | 65 |
Repayment of long-term debt | (12,798) | (77) | (11,183) |
Proceeds from long-term debt | 0 | 0 | 11,888 |
Proceeds from convertible notes | 0 | 6,400 | 0 |
Payments of debt issuance costs | 0 | 0 | (275) |
Net cash provided by financing activities | 458,540 | 246,135 | 120,410 |
Net change in cash, cash equivalents and restricted cash | 28,182 | 191,996 | 59,458 |
Cash, cash equivalents and restricted cash, beginning of period | 267,167 | 75,171 | 15,713 |
Cash, cash equivalents and restricted cash, end of period | 295,349 | 267,167 | 75,171 |
Supplemental disclosure of non—cash investing and financing information | |||
Conversion of preferred stock to common stock | 448,312 | 0 | 0 |
Conversion of convertible notes to equity | 0 | 8,071 | 0 |
Deferred issuance costs recorded in equity | 547 | 547 | 0 |
Accrued property and equipment | 7,749 | 1,400 | 0 |
Supplemental disclosure of cash flow information | |||
Cash paid for interest | $ 680 | $ 989 | $ 485 |
Description of the Business
Description of the Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Business | Description of the Business Recursion Pharmaceuticals, Inc. (Recursion, the Company, we 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 December 31, 2021, the Company had an accumulated deficit of $400.1 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 December 31, 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 Company’s existing cash, cash equivalents and investments will be sufficient to fund the Company’s operating expenses and capital expenditures for at least the next 12 months. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Use of Estimates The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP), which requires the Company to make estimates and assumptions that affect reported amounts and related disclosures. Actual results could differ from those amounts. Significant estimates and assumptions include the estimated progress towards the satisfaction of performance obligations to record revenue, accrued research and development expenses and the fair value of stock-based awards issued. Basis of Presentation The consolidated financial statements include the accounts of Recursion and its majority-owned subsidiaries that the Company controls. Intercompany balances and transactions have been eliminated in consolidation. 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 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. All share amounts presented prior to the authorization are referred to as Class A common stock. See Note 10, “Common Stock” for additional details. Segment Information Recursion operates as a single operating segment. The Company’s chief operating decision maker is its chief executive officer, who allocates resources and assesses performance at the consolidated level. Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash, cash equivalents and marketable securities. These financial instruments are primarily held at two U.S. financial institutions that management believes are of high credit quality. Recursion’s primary bank accounts significantly exceed the federally insured limits. The Company is dependent on third-party suppliers for certain research and development activities including preclinical and clinical testing. In particular, the Company relies and expects to continue to rely on a small number of these suppliers. These activities could be adversely affected by a significant interruption to Recursion’s third-party suppliers including a delay in the Company’s preclinical and clinical testing and the supply of certain consumable products and compounds. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents includes bank deposits held in checking accounts, money market funds, commercial paper, corporate bonds and certificates of deposits with maturities of three months or less at the time of purchase. 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. Investments Investments consist primarily of marketable debt securities including corporate debt securities, government debt securities, commercial paper and certificates of deposit. Investments that have a readily determinable fair value are recorded at fair value. Investments in marketable debt securities are classified as available-for-sale and are recorded at fair value with any unrealized holding gains or losses, net of tax, included in accumulated other comprehensive income (AOCI) on the Consolidated Balance Sheet. Once realized, the gains and losses are recognized in earnings and included in other income (loss), net in the Consolidated Statement of Operations. Realized gains and losses on sales of investments are computed using the first-in, first-out method. The Company reviews investments for declines in fair value below cost basis each quarter or whenever circumstances indicate the cost basis of an asset may not be recoverable and assesses whether the decline was due to credit-related or other factors. The evaluation is based on a number of factors, including the extent to which fair value is below 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. Property and Equipment Property and equipment is carried at acquisition cost less accumulated depreciation. The cost of normal, recurring, or periodic repairs and maintenance activities related to property and equipment are expensed as incurred. Depreciation is computed using the straight-line method based on the estimated useful lives of the assets. The estimated useful lives by asset classification are generally as follows: Software/Licenses 3 years Office Equipment 5 years Computer Equipment 5 years Lab Equipment 7 years Leasehold Improvements Lesser of 15 years or the remainder of the lease Property and equipment are reviewed for impairment as discussed below under Accounting for the Impairment of Long-Lived Assets. Accounting for the Impairment of Long-Lived Assets The Company reviews the carrying amounts of long-lived assets, other than goodwill and intangible assets not subject to amortization, for potential impairment when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. In evaluating recoverability, Recursion groups assets and liabilities at the lowest level such that the identifiable cash flows relating to the group are largely independent of the cash flows of other assets and liabilities. The Company then compares the carrying amount of the asset or asset group with the projected undiscounted future cash flows to be generated by the asset or asset group. In the event impairment exists, an impairment charge is recorded as the amount by which the carrying amount of the asset or asset group exceeds the fair value. Accruals for Research and Development Expenses and Clinical Trials As part of the process of preparing its financial statements, the Company is required to estimate its expenses resulting from obligations under contracts with vendors, clinical research organizations and consultants. The financial terms of these contracts are subject to negotiations, which vary from contract to contract and may result in payment terms that do not match the periods over which materials or services are provided for under such contracts. The Company’s policy is to record these expenses during the period in which services are performed and efforts are expended. The Company determines accrual estimates by taking into account discussion with applicable personnel and outside service providers as to the progress of clinical trials, or the services completed. During the course of a clinical trial, the Company adjusts its clinical expense recognition if actual results differ from its estimates. The Company makes estimates of its accrued expenses as of each Consolidated Balance Sheet date based on the facts and circumstances known to it at that time. The actual expenses could be different from the amounts accrued. Leases The Company rents facilities under operating lease agreements and recognizes rent expense on a straight-line basis over the term of the lease. Certain lease agreements contain tenant improvement allowances, rent holidays, scheduled rent increases and renewal options. Rent holidays and scheduled rent increases are included in the determination of rent expense. Renewals are generally not included in the determination of the lease term unless they are determined to be reasonably assured at the inception of the lease. The Company recognizes rent expense beginning on the date the Company obtains the legal right to use and control the leased space. Tenant improvement allowances are accounted for as a lease incentive obligation, which is amortized as a reduction to rent expense over the lease term. Revenue Recognition Grant Revenue The Company recognizes grant revenue in the period in which the revenue is earned in accordance with the grant agreement, which is the period in which corresponding reimbursable expenses under the grant agreement are incurred. During the year ended December 31, 2018, the Company was awarded a grant by the National Institutes of Health, which included potential funding of $1.4 million. Revenue recognized related to this grant during the years ended December 31, 2021, 2020 and 2019 was $178 thousand, $549 thousand and $385 thousand, respectively. As of December 31, 2021, $279 thousand of the potential funding still remained. During the year ended December 31, 2017, the Company was awarded a private grant by the Bill and Melinda Gates Foundation. On November 17, 2017, the Bill and Melinda Gates Foundation distributed $546 thousand to the Company pursuant to such grant. Revenue was recognized as qualifying activities were performed. There was no remaining unearned revenue balance related to this grant as of December 31, 2019. Revenue recognized related to grant during the year ended December 31, 2019 was $223 thousand. As of December 31, 2019, there were no remaining amounts related to this grant available for funding. Operating Revenue Operating revenue has primarily been generated through funded research and development agreements (see Note 11, “Collaborative Development Contracts” for additional details). Revenue for research and development agreements is recognized as the Company satisfies a performance obligation by transferring the promised services to the customer. The Company recognizes revenue over time by measuring the progress toward complete satisfaction of the relevant performance obligation using an appropriate input or output method based on the services promised to the customer. This method of recognizing revenue requires the company to make estimates to determine the progress towards completion. A significant change in these estimates could have a material effect on the timing and amount of revenue recognized in future periods. The Company may also provide options in our agreements under which a partner could request that Recursion provide additional services in the future. Recursion evaluates whether these options are material rights at the inception of the agreement. If the Company determines an option is a material right, Recursion will consider the option a separate performance obligation. Historically, the Company has concluded that options granted to license in the future or to provide additional services are not material rights because these items are contingent upon future events that may not occur and are not priced at a significant discount. Research and Development Expenses Research and development expenses comprise costs incurred in performing research and development activities, including drug discovery and development studies, external research and the purchase of laboratory supplies. The Company recognizes expenses associated with third-party contracted services based on the completion of activities as specified in the applicable contracts. Upon the termination of contracts with third-parties, the Company’s financial obligations are generally limited to costs incurred or committed to date. Any advance payments for goods or services to be used or rendered in future research and product development activities are classified as prepaid expenses until the goods or services are rendered. Stock-Based Compensation The Company issues stock-based awards to employees and non-employees, generally in the form of stock options and restricted stock units (RSUs). Most of the Company’s stock-based awards have been made to employees. Recursion measures compensation expense for equity awards at their grant-date fair value and recognizes compensation expense over the requisite service period, generally on a straight-line basis. For stock-based awards with a performance condition, Recursion recognizes stock-based compensation expense based on the probable outcome of the performance condition. Awards generally vest over four years for employees. Recursion recognizes the impact of forfeitures on stock-based compensation expense as they occur. The grant date fair value of stock options is estimated using the Black-Scholes option pricing model, which requires inputs for the expected term, stock price volatility, dividend yield and the risk-free interest rate of the options. The expected term is based on the simplified method since the Company does not have sufficient historical exercise data to estimate the expected term. The volatility is based on an average peer historical volatility over the expected term of the option. The expected dividend yield is assumed to be zero as Recursion has never paid dividends and does not have current plans to pay dividends. The risk-free interest rate is based on the rates available at the time of the grant for zero-coupon U.S. government issues with a remaining term equal to the option's expected term. The grant date fair value of RSUs is determined using the market price of the Company’s common stock at grant date. For stock-based awards with a market condition, the grant date fair value is determined using a Monte Carlo simulation and stock-based compensation expense is recognized using the accelerated attribution method over the implied service period. When a market condition is satisfied in a period before the end of the implied service period, any remaining unrecognized compensation cost is recognized. Stock-based compensation is recorded in research and development expense and general and administrative expense based on the role of the employee and non-employee. Income Taxes Income taxes are accounted for under the asset and liability method. Provisions for federal, state and foreign income taxes are calculated on reported pretax losses based on current tax laws. Deferred taxes are recognized using enacted tax rates on the future tax consequences of temporary differences, which are the differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases and the tax benefits of carryforwards. A valuation allowance is established or maintained when, based on currently available information, it is more likely than not that all or a portion of a deferred tax asset will not be realized. For uncertain tax positions, Recursion determines whether the position is more-likely-than-not to be sustained upon examination based on the technical merits of the position. Any tax position that meets the more-likely-than-not recognition threshold is measured and recognized in the Consolidated Financial Statements at the largest amount that is greater than 50% likely of being realized upon ultimate settlement. 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 On January 1, 2022, Recursion adopted Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842). Under Topic 842, lessees are required to recognize a right-of-use asset and a lease liability on the balance sheet for all leases with terms greater than 12 months. The guidance also expanded the disclosure requirements of lease arrangements. The Company will adopt Topic 842 using the modified retrospective method. Recursion elected the following practical expedients when assessing the transition impact: i) not to reassess whether any expired or existing contracts as of the adoption date are or contain leases; ii) not to reassess the lease classification for any expired or existing leases as of the adoption date; and iii) not to reassess initial direct costs for any existing leases as of the adoption date. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions Acquisition of Vium, Inc. 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 17, “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 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. Intangible Asset Acquisition In December 2020, the Company purchased the Recursion domain name for cash consideration of $904 thousand. The purchase price was capitalized as an intangible asset with an indefinite useful life. |
Supplemental Financial Informat
Supplemental Financial Information | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Financial Information [Abstract] | |
Supplemental Financial Information | Supplemental Financial Information Property and Equipment December 31, (in thousands) 2021 2020 Lab equipment $ 33,076 $ 19,701 Leasehold improvements 13,936 13,792 Office equipment 20,005 1,075 Construction in progress 16,445 1,361 Property and equipment, gross 83,462 35,929 Less: Accumulated depreciation (18,737) (9,962) Property and equipment, net $ 64,725 $ 25,967 Depreciation expense on property and equipment was $8.8 million, $4.2 million and $3.5 million during the years ended December 31, 2021 , 2020 and 2019, respectively. For the year ended December 31, 2021, the Company purchased a Dell EMC supercomputer for $17.9 million . The purchase was classified as office equipment in the above table. The construction in progress balance primarily relates to leasehold improvements under construction for several leased locations. Accrued Expenses and Other Liabilities December 31, (in thousands) 2021 2020 Accrued compensation $ 11,738 $ 3,085 Accrued development expenses 4,682 2,289 Accrued early discovery expenses 2,114 338 Accrued construction 4,665 — Accrued professional fees 1,793 734 Accrued other expenses 7,341 4,039 Accrued expense and other liabilities $ 32,333 $ 10,485 Interest Expense, net Years ended December 31, (in thousands) 2021 2020 2019 Interest expense $ 2,952 $ 1,360 $ 635 Interest income (73) (336) (1,741) Interest expense, net $ 2,879 $ 1,024 $ (1,106) |
Investments
Investments | 12 Months Ended |
Dec. 31, 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 following table summarizes the Company’s available-for-sale investments by type of security: December 31, 2021 (in thousands) Amortized Gross unrealized gains Gross unrealized losses Fair Money market funds $ 155,731 $ — $ — $ 155,731 U.S. government debt 19,960 — (33) 19,927 Corporate bonds 61,451 — (74) 61,377 Certificates of deposit 21,450 — (10) 21,440 Commercial paper 140,911 3 (12) 140,902 Total $ 399,503 $ 3 $ (129) $ 399,377 The following table summarizes the classification of the Company’s available-for-sale investments on the Consolidated Balance Sheet: (in thousands) December 31, 2021 Cash and cash equivalents $ 167,931 Short-term investments 231,446 Total $ 399,377 As of December 31, 2021, all of the Company’s available-for-sale investments mature in one year or less. The Company held a total of 34 positions that were in an unrealized loss position as of December 31, 2021. The unrealized losses were primarily due to changes in interest rates. T here were no significant unrealized losses as of December 31, 2021. Realized gains and losses on the Company’s investments were insignificant during year ended December 31, 2021. No impairments were recorded during the year ended December 31, 2021. Realized gains and losses on interest-bearing securities are recorded in Other income, net, in the Consolidated Statements of Income. The Company did not have an investment portfolio as of December 31, 2020. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 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 December 31, 2021 and 2020. There were no changes to the carrying amount of goodwill during the year ended December 31, 2021. For the year ended December 31, 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 years ended December 31, 2021 and 2020. Intangible Assets, Net The following table summarizes intangible assets: December 31, 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 $ (430) $ 481 $ 911 $ (126) $ 785 Indefinite-lived intangible asset 904 — 904 904 — 904 Intangible assets, net $ 1,815 $ (430) $ 1,385 $ 1,815 $ (126) $ 1,689 Amortization expense was $304 thousand and $126 thousand during the years ended December 31, 2021 and 2020, respectively. There was no amortization expense during the year ended December 31, 2019. Amortization expense was included in research and development in the Consolidated Statements of Operations. Amortization expense for the definite-lived intangible asset will be recognized over approximately the next 2 years. 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 years ended December 31, 2021 and 2020. There were no indefinite-lived intangible assets on the Consolidated Balance Sheet as of December 31, 2019. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | Notes Payable Midcap Financial In September 2019, the Company entered into a 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 of $12.7 million . The Company recorded an early extinguishment loss of $996 thousand , which was included in “Other income (loss), net” on the 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 For the year ended December 31, 2019, the Company recorded an early extinguishment loss of $555 thousand related to the repayment of the Pacific term loan, which was included in “Other income (loss), net” on the Consolidated Statements of Operations. 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 year ended December 31, 2021. See Note 2, “Summary of Significant Accounting Policies” 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 2020 and April 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 Consolidated Balance Sheet. Changes in the fair value of the derivative were recorded in “Other income (loss), net” in the Consolidated Statements of Operations at a loss of $484 thousand during the year ended December 31, 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: December 31, (in thousands) 2021 2020 Current portion of notes payable $ 90 $ 1,073 Long-term portion of notes payable 633 11,615 Less: unamortized issuance costs — (201) Notes payable, net $ 723 $ 12,487 The following table presents information regarding the Company’s debt principal repayment obligations as of December 31, 2021: (in thousands) Amount 2022 $ 90 2023 97 2024 105 2025 114 2026 124 Thereafter 193 Total debt principal payments $ 723 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 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 and operating activities. For the years ended December 31, 2021, 2020 and 2019, total rent expense was $6.4 million, $3.7 million and $3.7 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. This lease included an allowance for tenant improvements. In conjunction with the allowance for tenant improvements, the Company recorded a lease incentive obligation of $847 thousand. As of December 31, 2021, the unamortized lease incentive obligation was $252 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. This lease included an allowance for tenant improvements of $4.0 million, the full amount of which has been drawn. As of December 31, 2021, the related unamortized lease incentive obligation was $2.4 million. In 2018, the Company elected to draw a 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 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. 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. 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. This lease includes provisions for escalating rent payments. The lease includes a tenant improvement allowance of up to approximately $10.1 million. As of December 31, 2021, $8.5 million of the tenant improvement allowance had been utilized. This balance has not yet been collected and was recorded on the Consolidated Balance Sheet in “Other receivables.” As of December 31, 2021, the related unamortized lease incentive obligation was $8.1 million. Future Minimum Lease Payments Future minimum commitments as of December 31, 2021 under the Company’s lease agreements are as follows: (in thousands) Amount 2022 $ 3,977 2023 7,053 2024 7,325 2025 7,513 2026 7,739 Thereafter 26,448 Total minimum payments $ 60,055 Contract Obligations As of December 31, 2021, the Company had $61.2 million of future purchase obligations, $36.7 million of which are expected to be payable within the next year. These commitments primarily related to third-party research services, materials and supplies for research and development activities and capital expenditures. 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 December 31, 2021 and December 31, 2020, as no amounts 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 | 12 Months Ended |
Dec. 31, 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 December 31, 2021. No convertible preferred stock was issued during the year ended December 31, 2021. The Company issued 36,898,548 shares of Series D convertible preferred stock for an aggregate purchase price of $245.9 million ($6.71 per purchased share and $5.37 per converted share) during the year ended December 31, 2020. As part of the Series D issuance, outstanding convertible notes were converted into Series D shares. See “Note 7, Notes Payable” for additional details on the convertible notes. As of December 31, 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 |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 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 December 31, 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 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 December 31, 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 Dr. Gibson had been fully vested and exercised and exchanged for shares of Class B common stock as of December 31, 2021, Dr. Gibson and his affiliate would hold approximately 40% of the voting power of the Company’s outstanding shares. As a result, Dr. Gibson will be able to significantly influence any action requiring the |
Collaborative Development Contr
Collaborative Development Contracts | 12 Months Ended |
Dec. 31, 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 its proprietary library and Bayer contributed compounds from its proprietary library and will contribute scientific expertise throughout the collaboration. Under each research project, the Company will work with Bayer to identify potential candidates for development. Under the agreement, Bayer has the first option for licenses to potential candidates. Each such license could potentially result in option exercise fees and development and commercial milestone payments payable to the Company, with an aggregate value of up to approximately $100.0 million (for an option on a lead series) or up to approximately $120.0 million (for an option on a development candidate), as well as tiered royalties for each such license, ranging from low- to mid-single digit percentages of sales, depending on commercial success. 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 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 revenue over time by measuring progress towards completion of the performance obligation. This method of recognizing revenue requires Company to make estimates of the total time 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 years ended December 31, 2021 and 2020, the Company recognized $10.0 million and $3.3 million, respectively, of revenue resulting from the collaboration. There was $10.0 million and $6.7 million of current and non-current unearned revenue, respectively, remaining as of December 31, 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. Takeda Pharmaceuticals In October 2017, the Company entered into a research collaboration with Takeda Pharmaceutical Company Limited. For the year ended December 31, 2019, the Company recognized $1.3 million of revenue related to the collaboration. The Company does not expect future revenues from this collaboration. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 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, RSUs, stock appreciation rights, restricted stock awards and other forms of stock-based compensation. As of December 31, 2021, 14,677,116 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 Consolidated Statements of Operations: Years ended December 31, (in thousands) 2021 2020 2019 Research and development $ 4,841 $ 1,777 $ 915 General and administrative 8,989 2,059 470 Total $ 13,830 $ 3,836 $ 1,385 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 year ended December 31, 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 3,538,555 12.79 Cancelled (1,266,968) 2.59 Exercised (4,017,316) 1.30 36,773 Outstanding as of December 31, 2021 19,191,714 $ 3.78 8.2 $ 260,762 Exercisable as of December 31, 2021 7,921,361 $ 1.89 7.2 $ 121,201 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 years ended December 31, 2021, 2020 and 2019 were $7.66, $1.50 and $1.34, respectively. The following weighted-average assumptions were used to calculate the grant-date fair value of stock options: Years ended December 31, 2021 2020 2019 Expected term (in years) 6.3 6.2 6.2 Expected volatility 65 % 67 % 64 % Expected dividend yield — — — Risk-free interest rate 1.1 % 1.0 % 2.3 % 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 year ended December 31, 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 years ended December 31, 2021 and 2020, $1.7 million and zero of expense was recorded, respectively. For the year ended December 31, 2021, several of the award’s conditions were met. For the year ended December 31, 2020, no expense was recorded as the performance conditions were not considered probable. As of December 31, 2021, $31.7 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 year ended December 31, 2021: Stock units Weighted-average grant date fair value Outstanding as of December 31, 2020 — $ — Granted 496,312 23.44 Vested (13,725) 25.47 Forfeited (4,451) 22.21 Outstanding as of December 31, 2021 478,136 $ 23.40 The fair market value of RSUs vested was $312 thousand during the year ended December 31, 2021. As of December 31, 2021, $9.9 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 ESPP). Under the ESPP, 3,238,000 shares of Class A common stock were reserved. The 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 commenced on the first trading day on or after November 20, 2021. The per share purchase price is 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: Year ended December 31, 2021 Expected term (in years) 0.5 Expected volatility 61 % Expected dividend yield — Risk-free interest rate 0.06 % For the year ended December 31, 2021, 106,365 shares were issued under the ESPP. For the year ended December 31, 2021, Recursion recognized expense of $731 thousand. As of December 31, 2021, $522 thousand of unrecognized ESPP compensation cost is expected to be recognized as expense over approximately the next five 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. 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. In January 2020, the Company issued warrants to purchase 213,646 shares of Series C Preferred Stock (Series C warrants) at a purchase price of $5.49 per share as part of a services agreement. These Series C warrants were exercised in October 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 Consolidated Balance Sheet date. The change in valuation was recorded in the Consolidated Statements of Operations in “Other income (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. The following is a summary of the changes in the Company’s Series A and B warrant liability balance during the years ended December 31, 2021 and 2020: (in thousands) Balance as of December 31, 2018 $ 139 Decrease in fair value of warrants (11) Balance as of December 31, 2019 $ 128 Decrease in fair value of warrants (3) 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 December 31, 2021 $ — |
Employee benefit plans
Employee benefit plans | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee benefit plans | Employee benefit plansThe Company has an employee benefit plan under Section 401(k) of the Internal Revenue Code. The plan allows employees to make contributions up to a specified percentage of their compensation. The Company is currently contributing up to 4% of employee base salary, by matching 100% of the first 4% of annual base salary contributed by each employee. Employer expenses were $2.1 million, $1.1 million and $931 thousand during the years ended December 31, 2021, 2020 and 2019, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company did not record any income tax expense for the years ended December 31, 2021, 2020 and 2019. The Company has historically incurred operating losses and maintains a full valuation allowance against its net deferred tax assets. Foreign taxes were insignificant for the year ended December 31, 2021. The provision for income taxes consisted of the following components (all deferred): Years ended December 31, (in thousands) 2021 2020 2019 Federal $ 47,138 $ 20,707 $ 15,555 State (684) 947 1,517 Other 149 — — Change in valuation allowance (46,603) (21,654) (17,072) Total $ — $ — $ — The Company’s effective tax rate of 0% for the years ended December 31, 2021, 2020 and 2019 differs from the statutory U.S. federal rate as follows: Years ended December 31, 2021 2020 2019 Statutory tax rate 21.0 % 21.0 % 21.0 % R&D credit generation 3.2 % 3.3 % 3.6 % Orphan drug credit generation 1.1 % 1.0 % 1.5 % Uncertain tax positions (0.4) % (0.4) % (0.5) % Other non-deductible expenses 0.4 % (1.1) % (0.4) % Change in valuation allowance (25.3) % (23.8) % (25.2) % Effective tax rate — % — % — % The tax effects of temporary differences that give rise to significant components of the deferred tax assets are as follows: December 31, (in thousands) 2021 2020 Deferred tax assets Reserves and accruals $ 5,922 $ 1,906 Net operating loss carryforwards 76,954 43,954 Stock-based compensation 1,732 356 Research and development credit carryforwards 16,742 9,529 Deferred rent 3,132 — Definite lived intangibles 1,005 1,114 Other 426 217 Gross deferred tax assets 105,913 57,076 Valuation allowance (102,041) (55,439) Net deferred tax asset 3,872 1,637 Deferred tax liabilities Depreciable assets (2,089) (1,637) Tenant allowance receivable (1,783) — Deferred tax liabilities (3,872) (1,637) Net deferred tax asset $ — $ — As of December 31, 2021 and 2020, the Company recorded the portion of its deferred tax assets that was determined to meet the more likely than not threshold. A valuation allowance was recorded against the remaining deferred tax assets. Significant judgment is required in determining the Company’s provision for income taxes, recording valuation allowances against deferred tax assets and evaluating the Company’s uncertain tax positions. Due to net losses since inception and the uncertainty of realizing the deferred tax assets, the Company has a full valuation allowance against its net deferred tax assets. To the extent that the Company generates positive income and expects, with reasonable certainty, to continue to generate positive income, the Company may release all, or a portion of, the valuation allowance in a future period. This release would result in the recognition of all, or a portion of, the Company’s deferred tax assets, resulting in a decrease to income tax expense for the period such release is made. As of December 31, 2021 and 2020, the Company’s valuation allowance was $102.0 million and $55.4 million, respectively, which increased by approximately $46.6 million and $21.7 million during the years ended December 31, 2021 and 2020, respectively. NOLs and tax credit carry-forwards are subject to review and possible adjustment by the Internal Revenue Service (“IRS”) and may become subject to annual limitation due to ownership changes that have occurred previously or that could occur in the future under Section 382 of the Internal Revenue Code, as amended and similar state provisions. These ownership changes may limit the amount of carryforwards that can be utilized annually to offset future taxable income. In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of certain shareholders or public groups in the stock of a corporation by more than 50% over a three-year period. The Company has not conducted a study to assess whether a change of control has occurred or whether there have been multiple changes of control since inception due to the significant complexity and cost associated with such a study. If the Company has experienced a change of control, as defined by Section 382, at any time since inception, utilization of the net operating loss carryforwards or research and development tax credit carryforwards would be subject to an annual limitation under Section 382, which is determined by first multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term tax-exempt rate and then could be subject to additional adjustments, as required. Any limitation may result in expiration of a portion of the net operating loss carryforwards or research and development tax credit carryforwards before utilization. Further, until a study is completed and any limitation is known, no amounts are being presented as an uncertain tax position. As of December 31, 2021 and 2020, the Company had federal NOL carryforwards of $353.1 million and $193.8 million, respectively, available to reduce taxable income, of which $18.6 million expire beginning 2036 and $334.4 million do not expire. The Company had state NOL carryforwards of $63.0 million and $77.4 million as of December 31, 2021 and 2020, respectively, available to reduce future state taxable income, of which $5.3 million expire beginning 2031 and $57.7 million not expire. As of December 31, 2021, the Company also had federal and state research and development credit carryforwards of $16.5 million and $2.2 million respectively. As of December 31, 2020, the Company had federal and state research and development credit carryforwards of $6.7 million and $2.2 million, respectively. The federal research and development credit carryforwards expire beginning in 2036 and the state credit carryforwards expire beginning in 2030. The Company also had federal Orphan Drug credits of $3.8 million and $1.8 million as of December 31, 2021 and 2020, respectively, which will begin expiring in 2036. The Company had reserves for uncertain tax positions against these credit carryforwards of $1.9 million and $1.1 million as of December 31, 2021 and 2020 respectively. The Company recognizes benefits of uncertain tax positions if it is more likely than not that such positions will be sustained upon examination based solely on their technical merits, as the largest amount of benefit that is more likely than not to be realized upon the ultimate settlement. It is the Company’s policy to include penalties and interest expense related to income taxes as a component of Other income (loss), net as necessary. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share For the year ended December 31, 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. 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 year ended December 31, 2021. Recursion issued certain shares of convertible preferred stock that were outstanding until April 2021 and were concluded to be participating securities. For the years ended December 31, 2020 and 2019, there was only one class of common stock outstanding. Due to the presence of participating securities, Recursion calculated net loss per share during the years ended December 31, 2020 and 2019 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. 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: Year ended December 31, 2021 (in thousands, except share amount) Class A Class B Numerator: Allocation of undistributed earnings $ (172,399) $ (14,080) Denominator: Weighted average common shares outstanding 115,883,920 9,464,190 Net loss per share, basic and diluted $ (1.49) $ (1.49) The following table sets forth the computation of basic and diluted net loss per share during 2020 and 2019: Years ended December 31, (in thousands, except share amounts ) 2020 2019 Numerator: Net loss $ (87,006) $ (61,879) Denominator: Weighted average common shares outstanding 21,781,386 21,570,265 Net loss per share, basic and diluted $ (3.99) $ (2.87) For the years ended December 31, 2021, 2020 and 2019, the Company reported a net loss and therefore basic and diluted loss per share are the same for all periods. 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: Years ended December 31, 2021 2020 2019 Convertible preferred stock 34,615,890 90,684,675 78,699,495 Stock options 15,381,210 3,636,400 8,677,652 Warrants 151,745 117,342 138,409 Total 50,148,845 94,438,417 87,515,556 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 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 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) December 31, 2021 Level 1 Level 2 Level 3 Assets Cash equivalents: Money market funds $ 155,731 $ — $ 155,731 $ — Commercial paper 12,000 — 12,000 — Corporate bonds 200 — 200 — Restricted cash 10,233 10,233 — — Investments: U.S. government debt 19,927 — 19,927 — Corporate bonds 61,177 — 61,177 — Certificates of deposit 21,440 — 21,440 — Commercial paper 128,902 — 128,902 — Total assets $ 409,610 $ 10,233 $ 399,377 $ — 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 Consolidated Balance Sheet, 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. Additionally, Recursion has short-term financial instruments including accounts receivable and accounts payable whose carrying amounts are considered 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) December 31, 2021 December 31, 2020 December 31, 2021 December 31, 2020 Liabilities Current portion of notes payable $ 90 $ 1,073 $ 90 $ 1,073 Notes payable, net of current portion 633 11,414 633 11,414 Total liabilities $ 723 $ 12,487 $ 723 $ 12,487 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions In December 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 December 31, 2021 and 2020, no amount remained outstanding on the loan as the balance was fully paid during the year ended December 31, 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. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events In January 2022, Recursion received a $150.0 million upfront payment related to the Company’s collaboration with Roche and Genentech, collectively referred to as Roche. Recursion will work with Roche to identify targets and medicines in key areas of neuroscience and in an oncology indication. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP), which requires the Company to make estimates and assumptions that affect reported amounts and related disclosures. Actual results could differ from those amounts. Significant estimates and assumptions include the estimated progress towards the satisfaction of performance obligations to record revenue, accrued research and development expenses and the fair value of stock-based awards issued. |
Basis of Presentation | Basis of Presentation The consolidated financial statements include the accounts of Recursion and its majority-owned subsidiaries that the Company controls. Intercompany balances and transactions have been eliminated in consolidation. 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 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 |
Segment Information | Segment Information Recursion operates as a single operating segment. The Company’s chief operating decision maker is its chief executive officer, who allocates resources and assesses performance at the consolidated level. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash, cash equivalents and marketable securities. These financial instruments are primarily held at two U.S. financial institutions that management believes are of high credit quality. Recursion’s primary bank accounts significantly exceed the federally insured limits. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents includes bank deposits held in checking accounts, money market funds, commercial paper, corporate bonds and certificates of deposits with maturities of three months or less at the time of purchase. |
Investments | Investments Investments consist primarily of marketable debt securities including corporate debt securities, government debt securities, commercial paper and certificates of deposit. Investments that have a readily determinable fair value are recorded at fair value. Investments in marketable debt securities are classified as available-for-sale and are recorded at fair value with any unrealized holding gains or losses, net of tax, included in accumulated other comprehensive income (AOCI) on the Consolidated Balance Sheet. Once realized, the gains and losses are recognized in earnings and included in other income (loss), net in the Consolidated Statement of Operations. Realized gains and losses on sales of investments are computed using the first-in, first-out method. |
Property and Equipment | Property and Equipment Property and equipment is carried at acquisition cost less accumulated depreciation. The cost of normal, recurring, or periodic repairs and maintenance activities related to property and equipment are expensed as incurred. |
Accounting for the Impairment of Long-Lived Assets | Accounting for the Impairment of Long-Lived Assets The Company reviews the carrying amounts of long-lived assets, other than goodwill and intangible assets not subject to amortization, for potential impairment when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. In evaluating recoverability, Recursion groups assets and liabilities at the lowest level such that the identifiable cash flows relating to the group are largely independent of the cash flows of other assets and liabilities. The Company then compares the carrying amount of the asset or asset group with the projected undiscounted future cash flows to be generated by the asset or asset group. In the event impairment exists, an impairment charge is recorded as the amount by which the carrying amount of the asset or asset group exceeds the fair value. |
Accruals for Research Research and Development Expenses and Clinical Trials | Accruals for Research and Development Expenses and Clinical Trials As part of the process of preparing its financial statements, the Company is required to estimate its expenses resulting from obligations under contracts with vendors, clinical research organizations and consultants. The financial terms of these contracts are subject to negotiations, which vary from contract to contract and may result in payment terms that do not match the periods over which materials or services are provided for under such contracts. The Company’s policy is to record these expenses during the period in which services are performed and efforts are expended. The Company determines accrual estimates by taking into account discussion with applicable personnel and outside service providers as to the progress of clinical trials, or the services completed. During the course of a clinical trial, the Company adjusts its clinical expense recognition if actual results differ from its estimates. The Company makes estimates of its accrued expenses as of each Consolidated Balance Sheet date based on the facts and circumstances known to it at that time. The actual expenses could be different from the amounts accrued. |
Leases | Leases The Company rents facilities under operating lease agreements and recognizes rent expense on a straight-line basis over the term of the lease. Certain lease agreements contain tenant improvement allowances, rent holidays, scheduled rent increases and renewal options. Rent holidays and scheduled rent increases are included in the determination of rent expense. Renewals are generally not included in the determination of the lease term unless they are determined to be reasonably assured at the inception of the lease. The Company recognizes rent expense beginning on the date the Company obtains the legal right to use and control the leased space. Tenant improvement allowances are accounted for as a lease incentive obligation, which is amortized as a reduction to rent expense over the lease term. |
Revenue Recognition | Revenue Recognition Grant Revenue The Company recognizes grant revenue in the period in which the revenue is earned in accordance with the grant agreement, which is the period in which corresponding reimbursable expenses under the grant agreement are incurred. During the year ended December 31, 2018, the Company was awarded a grant by the National Institutes of Health, which included potential funding of $1.4 million. Revenue recognized related to this grant during the years ended December 31, 2021, 2020 and 2019 was $178 thousand, $549 thousand and $385 thousand, respectively. As of December 31, 2021, $279 thousand of the potential funding still remained. During the year ended December 31, 2017, the Company was awarded a private grant by the Bill and Melinda Gates Foundation. On November 17, 2017, the Bill and Melinda Gates Foundation distributed $546 thousand to the Company pursuant to such grant. Revenue was recognized as qualifying activities were performed. There was no remaining unearned revenue balance related to this grant as of December 31, 2019. Revenue recognized related to grant during the year ended December 31, 2019 was $223 thousand. As of December 31, 2019, there were no remaining amounts related to this grant available for funding. Operating Revenue Operating revenue has primarily been generated through funded research and development agreements (see Note 11, “Collaborative Development Contracts” for additional details). Revenue for research and development agreements is recognized as the Company satisfies a performance obligation by transferring the promised services to the customer. The Company recognizes revenue over time by measuring the progress toward complete satisfaction of the relevant performance obligation using an appropriate input or output method based on the services promised to the customer. This method of recognizing revenue requires the company to make estimates to determine the progress towards completion. A significant change in these estimates could have a material effect on the timing and amount of revenue recognized in future periods. |
Stock-Based Compensation | Stock-Based Compensation The Company issues stock-based awards to employees and non-employees, generally in the form of stock options and restricted stock units (RSUs). Most of the Company’s stock-based awards have been made to employees. Recursion measures compensation expense for equity awards at their grant-date fair value and recognizes compensation expense over the requisite service period, generally on a straight-line basis. For stock-based awards with a performance condition, Recursion recognizes stock-based compensation expense based on the probable outcome of the performance condition. Awards generally vest over four years for employees. Recursion recognizes the impact of forfeitures on stock-based compensation expense as they occur. The grant date fair value of stock options is estimated using the Black-Scholes option pricing model, which requires inputs for the expected term, stock price volatility, dividend yield and the risk-free interest rate of the options. The expected term is based on the simplified method since the Company does not have sufficient historical exercise data to estimate the expected term. The volatility is based on an average peer historical volatility over the expected term of the option. The expected dividend yield is assumed to be zero as Recursion has never paid dividends and does not have current plans to pay dividends. The risk-free interest rate is based on the rates available at the time of the grant for zero-coupon U.S. government issues with a remaining term equal to the option's expected term. The grant date fair value of RSUs is determined using the market price of the Company’s common stock at grant date. For stock-based awards with a market condition, the grant date fair value is determined using a Monte Carlo simulation and stock-based compensation expense is recognized using the accelerated attribution method over the implied service period. When a market condition is satisfied in a period before the end of the implied service period, any remaining unrecognized compensation cost is recognized. Stock-based compensation is recorded in research |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Provisions for federal, state and foreign income taxes are calculated on reported pretax losses based on current tax laws. Deferred taxes are recognized using enacted tax rates on the future tax consequences of temporary differences, which are the differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases and the tax benefits of carryforwards. A valuation allowance is established or maintained when, based on currently available information, it is more likely than not that all or a portion of a deferred tax asset will not be realized. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements On January 1, 2022, Recursion adopted Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842). Under Topic 842, lessees are required to recognize a right-of-use asset and a lease liability on the balance sheet for all leases with terms greater than 12 months. The guidance also expanded the disclosure requirements of lease arrangements. The Company will adopt Topic 842 using the modified retrospective method. Recursion elected the following practical expedients when assessing the transition impact: i) not to reassess whether any expired or existing contracts as of the adoption date are or contain leases; ii) not to reassess the lease classification for any expired or existing leases as of the adoption date; and iii) not to reassess initial direct costs for any existing leases as of the adoption date. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of property and equipment | Depreciation is computed using the straight-line method based on the estimated useful lives of the assets. The estimated useful lives by asset classification are generally as follows: Software/Licenses 3 years Office Equipment 5 years Computer Equipment 5 years Lab Equipment 7 years Leasehold Improvements Lesser of 15 years or the remainder of the lease Property and Equipment December 31, (in thousands) 2021 2020 Lab equipment $ 33,076 $ 19,701 Leasehold improvements 13,936 13,792 Office equipment 20,005 1,075 Construction in progress 16,445 1,361 Property and equipment, gross 83,462 35,929 Less: Accumulated depreciation (18,737) (9,962) Property and equipment, net $ 64,725 $ 25,967 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 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) | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Financial Information [Abstract] | |
Schedule of property and equipment | Depreciation is computed using the straight-line method based on the estimated useful lives of the assets. The estimated useful lives by asset classification are generally as follows: Software/Licenses 3 years Office Equipment 5 years Computer Equipment 5 years Lab Equipment 7 years Leasehold Improvements Lesser of 15 years or the remainder of the lease Property and Equipment December 31, (in thousands) 2021 2020 Lab equipment $ 33,076 $ 19,701 Leasehold improvements 13,936 13,792 Office equipment 20,005 1,075 Construction in progress 16,445 1,361 Property and equipment, gross 83,462 35,929 Less: Accumulated depreciation (18,737) (9,962) Property and equipment, net $ 64,725 $ 25,967 |
Schedule of accrued expenses and other liabilities | Accrued Expenses and Other Liabilities December 31, (in thousands) 2021 2020 Accrued compensation $ 11,738 $ 3,085 Accrued development expenses 4,682 2,289 Accrued early discovery expenses 2,114 338 Accrued construction 4,665 — Accrued professional fees 1,793 734 Accrued other expenses 7,341 4,039 Accrued expense and other liabilities $ 32,333 $ 10,485 |
Interest income and expense disclosure | Interest Expense, net Years ended December 31, (in thousands) 2021 2020 2019 Interest expense $ 2,952 $ 1,360 $ 635 Interest income (73) (336) (1,741) Interest expense, net $ 2,879 $ 1,024 $ (1,106) |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 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: December 31, 2021 (in thousands) Amortized Gross unrealized gains Gross unrealized losses Fair Money market funds $ 155,731 $ — $ — $ 155,731 U.S. government debt 19,960 — (33) 19,927 Corporate bonds 61,451 — (74) 61,377 Certificates of deposit 21,450 — (10) 21,440 Commercial paper 140,911 3 (12) 140,902 Total $ 399,503 $ 3 $ (129) $ 399,377 |
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 Consolidated Balance Sheet: (in thousands) December 31, 2021 Cash and cash equivalents $ 167,931 Short-term investments 231,446 Total $ 399,377 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of finite-lived intangible assets | The following table summarizes intangible assets: December 31, 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 $ (430) $ 481 $ 911 $ (126) $ 785 Indefinite-lived intangible asset 904 — 904 904 — 904 Intangible assets, net $ 1,815 $ (430) $ 1,385 $ 1,815 $ (126) $ 1,689 |
Schedule of indefinite-lived intangible assets | The following table summarizes intangible assets: December 31, 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 $ (430) $ 481 $ 911 $ (126) $ 785 Indefinite-lived intangible asset 904 — 904 904 — 904 Intangible assets, net $ 1,815 $ (430) $ 1,385 $ 1,815 $ (126) $ 1,689 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of debt | Notes payable consisted of the following: December 31, (in thousands) 2021 2020 Current portion of notes payable $ 90 $ 1,073 Long-term portion of notes payable 633 11,615 Less: unamortized issuance costs — (201) Notes payable, net $ 723 $ 12,487 |
Schedule of maturities of long-term debt | The following table presents information regarding the Company’s debt principal repayment obligations as of December 31, 2021: (in thousands) Amount 2022 $ 90 2023 97 2024 105 2025 114 2026 124 Thereafter 193 Total debt principal payments $ 723 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Lease Payments | Future minimum commitments as of December 31, 2021 under the Company’s lease agreements are as follows: (in thousands) Amount 2022 $ 3,977 2023 7,053 2024 7,325 2025 7,513 2026 7,739 Thereafter 26,448 Total minimum payments $ 60,055 |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 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) | 12 Months Ended |
Dec. 31, 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 Consolidated Statements of Operations: Years ended December 31, (in thousands) 2021 2020 2019 Research and development $ 4,841 $ 1,777 $ 915 General and administrative 8,989 2,059 470 Total $ 13,830 $ 3,836 $ 1,385 |
Schedule of Share-based Payment Arrangement, Option, Activity | Stock option activity during the year ended December 31, 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 3,538,555 12.79 Cancelled (1,266,968) 2.59 Exercised (4,017,316) 1.30 36,773 Outstanding as of December 31, 2021 19,191,714 $ 3.78 8.2 $ 260,762 Exercisable as of December 31, 2021 7,921,361 $ 1.89 7.2 $ 121,201 |
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: Years ended December 31, 2021 2020 2019 Expected term (in years) 6.3 6.2 6.2 Expected volatility 65 % 67 % 64 % Expected dividend yield — — — Risk-free interest rate 1.1 % 1.0 % 2.3 % |
Schedule of Nonvested RSU Activity | The following table summarizes Recursion’s RSU activity during the year ended December 31, 2021: Stock units Weighted-average grant date fair value Outstanding as of December 31, 2020 — $ — Granted 496,312 23.44 Vested (13,725) 25.47 Forfeited (4,451) 22.21 Outstanding as of December 31, 2021 478,136 $ 23.40 |
Schedule of Share-based Payment, Award, ESPP, Valuation Assumptions | The weighted-average assumptions used in the Black-Scholes models were as follows: Year ended December 31, 2021 Expected term (in years) 0.5 Expected volatility 61 % Expected dividend yield — Risk-free interest rate 0.06 % |
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 years ended December 31, 2021 and 2020: (in thousands) Balance as of December 31, 2018 $ 139 Decrease in fair value of warrants (11) Balance as of December 31, 2019 $ 128 Decrease in fair value of warrants (3) 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 December 31, 2021 $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Provision Components | The provision for income taxes consisted of the following components (all deferred): Years ended December 31, (in thousands) 2021 2020 2019 Federal $ 47,138 $ 20,707 $ 15,555 State (684) 947 1,517 Other 149 — — Change in valuation allowance (46,603) (21,654) (17,072) Total $ — $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation | The Company’s effective tax rate of 0% for the years ended December 31, 2021, 2020 and 2019 differs from the statutory U.S. federal rate as follows: Years ended December 31, 2021 2020 2019 Statutory tax rate 21.0 % 21.0 % 21.0 % R&D credit generation 3.2 % 3.3 % 3.6 % Orphan drug credit generation 1.1 % 1.0 % 1.5 % Uncertain tax positions (0.4) % (0.4) % (0.5) % Other non-deductible expenses 0.4 % (1.1) % (0.4) % Change in valuation allowance (25.3) % (23.8) % (25.2) % Effective tax rate — % — % — % |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to significant components of the deferred tax assets are as follows: December 31, (in thousands) 2021 2020 Deferred tax assets Reserves and accruals $ 5,922 $ 1,906 Net operating loss carryforwards 76,954 43,954 Stock-based compensation 1,732 356 Research and development credit carryforwards 16,742 9,529 Deferred rent 3,132 — Definite lived intangibles 1,005 1,114 Other 426 217 Gross deferred tax assets 105,913 57,076 Valuation allowance (102,041) (55,439) Net deferred tax asset 3,872 1,637 Deferred tax liabilities Depreciable assets (2,089) (1,637) Tenant allowance receivable (1,783) — Deferred tax liabilities (3,872) (1,637) Net deferred tax asset $ — $ — |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 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: Year ended December 31, 2021 (in thousands, except share amount) Class A Class B Numerator: Allocation of undistributed earnings $ (172,399) $ (14,080) Denominator: Weighted average common shares outstanding 115,883,920 9,464,190 Net loss per share, basic and diluted $ (1.49) $ (1.49) The following table sets forth the computation of basic and diluted net loss per share during 2020 and 2019: Years ended December 31, (in thousands, except share amounts ) 2020 2019 Numerator: Net loss $ (87,006) $ (61,879) Denominator: Weighted average common shares outstanding 21,781,386 21,570,265 Net loss per share, basic and diluted $ (3.99) $ (2.87) |
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: Years ended December 31, 2021 2020 2019 Convertible preferred stock 34,615,890 90,684,675 78,699,495 Stock options 15,381,210 3,636,400 8,677,652 Warrants 151,745 117,342 138,409 Total 50,148,845 94,438,417 87,515,556 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 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) December 31, 2021 Level 1 Level 2 Level 3 Assets Cash equivalents: Money market funds $ 155,731 $ — $ 155,731 $ — Commercial paper 12,000 — 12,000 — Corporate bonds 200 — 200 — Restricted cash 10,233 10,233 — — Investments: U.S. government debt 19,927 — 19,927 — Corporate bonds 61,177 — 61,177 — Certificates of deposit 21,440 — 21,440 — Commercial paper 128,902 — 128,902 — Total assets $ 409,610 $ 10,233 $ 399,377 $ — 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) December 31, 2021 December 31, 2020 December 31, 2021 December 31, 2020 Liabilities Current portion of notes payable $ 90 $ 1,073 $ 90 $ 1,073 Notes payable, net of current portion 633 11,414 633 11,414 Total liabilities $ 723 $ 12,487 $ 723 $ 12,487 |
Description of the Business (De
Description of the Business (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ (400,080) | $ (213,601) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | Apr. 09, 2021 | Apr. 30, 2021 | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Jan. 01, 2022USD ($) |
Class of Stock [Line Items] | ||||||||
Stock split, conversion ratio | 1.5 | 1.5 | ||||||
Revenue | $ 10,178,000 | $ 3,962,000 | $ 2,319,000 | |||||
Accounts receivable | $ 34,000 | 156,000 | ||||||
Vesting period | 4 years | |||||||
Common Stock (Class A and B) | ||||||||
Class of Stock [Line Items] | ||||||||
Stock split, conversion ratio | 1 | |||||||
Subsequent event | ||||||||
Class of Stock [Line Items] | ||||||||
Operating Lease, Right-of-Use Asset | $ 32,900,000 | |||||||
Operating lease liability | $ 47,800,000 | |||||||
Grant revenue | ||||||||
Class of Stock [Line Items] | ||||||||
Remaining unearned revenue | $ 279,000 | |||||||
Revenue | 178,000 | 549,000 | 608,000 | |||||
U.S. National Institute of Health | Grant revenue | ||||||||
Class of Stock [Line Items] | ||||||||
Proceeds from grants awarded | $ 1,400,000 | |||||||
Revenue | $ 178,000 | $ 549,000 | 385,000 | |||||
Bill and Melinda Gates Foundation | Grant revenue | ||||||||
Class of Stock [Line Items] | ||||||||
Proceeds from grants awarded | $ 546,000 | |||||||
Remaining unearned revenue | 0 | |||||||
Revenue recognized | 223,000 | |||||||
Grants receivable | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Software/Licenses | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Office equipment | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Computer Equipment | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Lab equipment | |
Property, Plant and Equipment [Line Items] | |
Useful life | 7 years |
Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Useful life | 15 years |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2020 | Jul. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net assets acquired based on fair values: | |||||
Goodwill | $ 801 | $ 801 | $ 801 | ||
Purchase of an intangible asset | $ 0 | $ 904 | $ 0 | ||
Domain name | |||||
Net assets acquired based on fair values: | |||||
Purchase of an intangible asset | $ 904 | ||||
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 | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 83,462 | $ 35,929 | |
Less: Accumulated depreciation | (18,737) | (9,962) | |
Property and equipment, net | 64,725 | 25,967 | |
Depreciation | 8,800 | 4,200 | $ 3,500 |
Lab equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 33,076 | 19,701 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 13,936 | 13,792 | |
Office equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 20,005 | 1,075 | |
Property and equipment additions | 17,900 | ||
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 16,445 | $ 1,361 |
Supplemental Financial Inform_4
Supplemental Financial Information - Accruals (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Supplemental Financial Information [Abstract] | ||
Accrued compensation | $ 11,738 | $ 3,085 |
Accrued development expenses | 4,682 | 2,289 |
Accrued early discovery expenses | 2,114 | 338 |
Accrued construction | 4,665 | 0 |
Accrued professional fees | 1,793 | 734 |
Accrued other expenses | 7,341 | 4,039 |
Accrued expenses and other liabilities | $ 32,333 | $ 10,485 |
Supplemental Financial Inform_5
Supplemental Financial Information - Interest (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Supplemental Financial Information [Abstract] | |||
Interest expense | $ 2,952 | $ 1,360 | $ 635 |
Interest income | (73) | (336) | (1,741) |
Interest expense, net | $ 2,879 | $ 1,024 | $ (1,106) |
Investments - Type of Security
Investments - Type of Security (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Debt Securities, Available-for-sale [Line Items] | |
Amortized cost | $ 399,503 |
Gross unrealized gains | 3 |
Gross unrealized losses | (129) |
Fair values | 399,377 |
Money market funds | |
Debt Securities, Available-for-sale [Line Items] | |
Amortized cost | 155,731 |
Gross unrealized gains | 0 |
Gross unrealized losses | 0 |
Fair values | 155,731 |
U.S. government debt | |
Debt Securities, Available-for-sale [Line Items] | |
Amortized cost | 19,960 |
Gross unrealized gains | 0 |
Gross unrealized losses | (33) |
Fair values | 19,927 |
Corporate bonds | |
Debt Securities, Available-for-sale [Line Items] | |
Amortized cost | 61,451 |
Gross unrealized gains | 0 |
Gross unrealized losses | (74) |
Fair values | 61,377 |
Certificates of deposit | |
Debt Securities, Available-for-sale [Line Items] | |
Amortized cost | 21,450 |
Gross unrealized gains | 0 |
Gross unrealized losses | (10) |
Fair values | 21,440 |
Commercial paper | |
Debt Securities, Available-for-sale [Line Items] | |
Amortized cost | 140,911 |
Gross unrealized gains | 3 |
Gross unrealized losses | (12) |
Fair values | $ 140,902 |
Investments - Balance Sheet Cla
Investments - Balance Sheet Classification (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Debt Securities, Available-for-sale [Line Items] | |
Available for sale investments | $ 399,377 |
Cash and cash equivalents | |
Debt Securities, Available-for-sale [Line Items] | |
Available for sale investments | 167,931 |
Short-term investments | |
Debt Securities, Available-for-sale [Line Items] | |
Available for sale investments | $ 231,446 |
Investments - Narrative (Detail
Investments - Narrative (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)position | |
Investments, Debt and Equity Securities [Abstract] | |
Number of unrealized loss positions (in positions) | position | 34 |
Impairment of available for sale securities | $ | $ 0 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 801,000 | $ 801,000 | |
Change in carrying amount of goodwill | 0 | ||
Goodwill impairment | 0 | 0 | |
Intangible Assets, Net | |||
Gross carrying amount | 911,000 | 911,000 | |
Accumulated Amortization | (430,000) | (126,000) | |
Net carrying amount | 481,000 | 785,000 | |
Indefinite-lived intangible asset | 904,000 | 904,000 | $ 0 |
Intangible assets, gross | 1,815,000 | 1,815,000 | |
Intangible assets, net | 1,385,000 | 1,689,000 | |
Amortization expense | $ 304,000 | 126,000 | $ 0 |
Amortization period of definite-lived intangible assets | 2 years | ||
Impairment of indefinite-lived intangible assets | $ 0 | $ 0 |
Notes Payable - Midcap Financia
Notes Payable - Midcap Financial (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jul. 31, 2021 | Sep. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||||
Loss on debt extinguishment | $ (827) | $ (883) | $ (555) | ||
Payments of fees in connection with the midcap loan agreement | $ 0 | 0 | 275 | ||
Midcap loan agreement, tranche 1 | Line of credit | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 11,900 | ||||
Repayments of debt | $ 12,700 | ||||
Pacific Western Bank loan | |||||
Debt Instrument [Line Items] | |||||
Loss on debt extinguishment | (555) | ||||
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] | |||||
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 | 12 Months Ended | ||
Sep. 30, 2020 | Dec. 31, 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 | $ (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 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 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total liabilities | $ 723 | |
Notes payable | ||
Debt Instrument [Line Items] | ||
Current portion of notes payable | 90 | $ 1,073 |
Notes payable, net of current portion | 633 | 11,615 |
Less: unamortized issuance costs | 0 | (201) |
Total liabilities | $ 723 | $ 12,487 |
Notes Payable - Principal Repay
Notes Payable - Principal Repayments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 90 |
2023 | 97 |
2024 | 105 |
2025 | 114 |
2026 | 124 |
Thereafter | 193 |
Total liabilities | $ 723 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||
Jan. 31, 2021USD ($)ft² | Aug. 31, 2017extensionPeriod | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Aug. 31, 2019 | Dec. 31, 2017USD ($) | Aug. 31, 2016USD ($) | |
Lessee, Lease, Description [Line Items] | |||||||||
Rent expense | $ 6,400 | $ 3,700 | $ 3,700 | ||||||
Purchase obligation | 61,200 | ||||||||
Purchase obligation, due within next year | 36,700 | ||||||||
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 | 8,500 | ||||||||
Lease incentive, payable | 8,100 | ||||||||
Size of leased asset (in square feet) | ft² | 91,478 | ||||||||
Tenant improvement allowance | $ 10,100 | ||||||||
Station 41 lease | Notes payable | |||||||||
Lessee, Lease, Description [Line Items] | |||||||||
Proceeds from 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 | 252 | ||||||||
Station 41 | |||||||||
Lessee, Lease, Description [Line Items] | |||||||||
Lease term | 10 years | ||||||||
Incentive from lessor | $ 4,000 | ||||||||
Lease incentive, payable | $ 2,400 | ||||||||
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 | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 3,977 |
2023 | 7,053 |
2024 | 7,325 |
2025 | 7,513 |
2026 | 7,739 |
Thereafter | 26,448 |
Total minimum payments | $ 60,055 |
Convertible Preferred Stock - N
Convertible Preferred Stock - Narrative (Details) - USD ($) | Apr. 20, 2021 | Apr. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Preferred Units [Line Items] | ||||||
Convertible preferred stock, shares outstanding (in shares) | 0 | 112,088,065 | 75,189,517 | 56,413,172 | ||
Convertible preferred stock, shares issued (in shares) | $ 0 | |||||
Series D | ||||||
Preferred Units [Line Items] | ||||||
Convertible preferred stock, shares outstanding (in shares) | 36,898,548 | |||||
Number of shares issued in transaction (in shares) | 36,898,548 | |||||
Consideration received from transaction | $ 245,900,000 | |||||
Price per share (in dollars per share) | $ 6.71 | |||||
Price per converted share (in dollars per share) | $ 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 | $ 462,400,000 | |||||
Price per share (in dollars per share) | $ 18 |
Convertible Preferred Stock - S
Convertible Preferred Stock - Summary (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
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 | 112,088,065 | 75,189,517 | 56,413,172 |
Carrying Value | $ 0 | $ 448,312 | $ 201,109 | $ 81,194 |
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, 2021voteshares | Dec. 31, 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 | 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 | 0.40 | |||
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 | 12 Months Ended | ||
Aug. 31, 2020USD ($)project | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Current portion of unearned revenue | $ 10,000 | $ 10,000 | ||
Unearned revenue, net of current portion | 6,667 | 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 | |||
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 | |||
Non-refundable upfront payment received | $ 30,000 | |||
Revenue from contract with customer | 10,000 | $ 3,300 | ||
Current portion of unearned revenue | 10,000 | |||
Unearned revenue, net of current portion | $ 6,700 | |||
Takeda Pharmaceuticals | Collaborative arrangement | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Revenue from contract with customer | $ 1,300 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Apr. 30, 2021 | Feb. 28, 2021 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock options, vesting period | 4 years | |||||
Options granted in period, weighted average grant date fair value (in dollars per share) | $ 7.66 | $ 1.50 | $ 1.34 | |||
Options, granted in period (in shares) | 3,538,555 | |||||
Share-based payment arrangement, expense | $ 13,830,000 | $ 3,836,000 | $ 1,385,000 | |||
Unvested stock options, unamortized stock-based compensation cost | $ 31,700,000 | |||||
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 | 1,500,000 | ||||
Options, granted in period, fair value | $ 358,000 | $ 2,000,000 | ||||
Share-based payment arrangement, expense | $ 1,700,000 | $ 0 | ||||
Restricted stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Fair market value of vested shares | $ 312,000 | |||||
Unvested stock options, unamortized stock-based compensation cost, weighted average period recognition | 3 years | |||||
Unrecognized compensation cost | $ 9,900,000 | |||||
Granted (in shares) | 496,312 | |||||
RSUs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock options, vesting period | 4 years | |||||
Employee stock | ||||||
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 | $ 731,000 | |||||
Unvested stock options, unamortized stock-based compensation cost, weighted average period recognition | 5 months | |||||
Unrecognized compensation cost | $ 522,000 | |||||
Granted (in shares) | 106,365 | |||||
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) | 14,677,116 | |||||
2021 Employee Stock Purchase Plan | Employee stock | ||||||
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 | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based payment arrangement, expense | $ 13,830 | $ 3,836 | $ 1,385 |
Research and development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based payment arrangement, expense | 4,841 | 1,777 | 915 |
General and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based payment arrangement, expense | $ 8,989 | $ 2,059 | $ 470 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Share-based Payment Arrangement, Option, Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Options, outstanding, number at beginning of period (in shares) | 20,937,443 | |
Options, granted in period (in shares) | 3,538,555 | |
Options, cancelled in period (in shares) | (1,266,968) | |
Options, exercised in period (in shares) | (4,017,316) | |
Options, outstanding, number at end of period (in shares) | 19,191,714 | 20,937,443 |
Options, exercisable, number (in shares) | 7,921,361 | |
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) | $ 1.85 | |
Options, grants in period, weighted average exercise price (in dollars per share) | 12.79 | |
Options, cancelled in period, weighted average exercise price (in dollars per share) | 2.59 | |
Options, exercised in period, weighted average exercise price (in dollars per share) | 1.30 | |
Options, outstanding, weighted average exercise price at end of period (in dollars per share) | 3.78 | $ 1.85 |
Options, exercisable, weighted average exercise price (in dollars per share) | $ 1.89 | |
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 | $ 260,762 | $ 12,956 |
Options, exercised in period, intrinsic value | 36,773 | |
Options, exercisable, intrinsic value | $ 121,201 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Share-based Payment Award, Stock Options, Valuation Assumption (Details) - Stock options | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 6 years 3 months 18 days | 6 years 2 months 12 days | 6 years 2 months 12 days |
Expected volatility | 65.00% | 67.00% | 64.00% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Risk-free interest rate | 1.10% | 1.00% | 2.30% |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of RSU Activity (Details) - Restricted stock | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Stock units | |
Beginning balance, outstanding (in shares) | shares | 0 |
Granted (in shares) | shares | 496,312 |
Vested (in shares) | shares | (13,725) |
Forfeited (in shares) | shares | (4,451) |
Ending balance, outstanding (in shares) | shares | 478,136 |
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 | 23.44 |
Vested (in dollars per share) | $ / shares | 25.47 |
Forfeited (in shares) | $ / shares | 22.21 |
Ending balance, outstanding Weighted average grant date fair value (in dollars per share) | $ / shares | $ 23.40 |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of Share-based Payment, Award, ESPP, Valuation Assumptions (Details) - Employee stock | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 6 months |
Expected volatility | 61.00% |
Expected dividend yield | 0.00% |
Risk-free interest rate | 0.06% |
Stock-Based Compensation - Warr
Stock-Based Compensation - Warrants (Details) - $ / shares | 1 Months Ended | |||
Jan. 31, 2020 | Dec. 31, 2021 | Jul. 31, 2018 | May 31, 2017 | |
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 | |||
2018 Warrants | ||||
Warrants Arrangements [Line Items] | ||||
Warrants outstanding (in shares) | 25,762 | |||
Warrants, exercise price (in dollars per share) | $ 2.79 | |||
Warrants Issued In January 2020 | Series C | ||||
Warrants Arrangements [Line Items] | ||||
Warrants, exercise price (in dollars per share) | $ 5.49 | |||
Warrants issued (in shares) | 213,646 | |||
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 | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair value of warrants at beginning of period | $ 125 | $ 128 | $ 139 |
Decrease in fair value of warrants | 2,215 | (3) | (11) |
Recorded in equity upon exercise | (2,340) | ||
Fair value of warrants at end of period | $ 0 | $ 125 | $ 128 |
Employee benefit plans (Details
Employee benefit plans (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |||
Employee benefit plan, percentage of maximum annual contributions per employee | 4.00% | ||
Employee benefit plan, percentage of matching contribution | 100.00% | ||
Employee benefit plan, employer matching contribution, percentage of employees' gross pay | 4.00% | ||
Employee benefit plan, employer expenses | $ 2,100 | $ 1,100 | $ 931 |
Income Taxes - Income Tax Provi
Income Taxes - Income Tax Provision Components (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Federal | $ 47,138,000 | $ 20,707,000 | $ 15,555,000 |
State | (684,000) | 947,000 | 1,517,000 |
Other | 149,000 | 0 | 0 |
Change in valuation allowance | (46,603,000) | (21,654,000) | (17,072,000) |
Total | $ 0 | $ 0 | $ 0 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Effective tax rate | 0.00% | 0.00% | 0.00% |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Statutory tax rate | 21.00% | 21.00% | 21.00% |
R&D credit generation | 3.20% | 3.30% | 3.60% |
Orphan drug credit generation | 1.10% | 1.00% | 1.50% |
Uncertain tax positions | (0.40%) | (0.40%) | (0.50%) |
Other non-deductible expenses | 0.40% | (1.10%) | (0.40%) |
Change in valuation allowance | (25.30%) | (23.80%) | (25.20%) |
Effective tax rate | 0.00% | 0.00% | 0.00% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets | ||
Reserves and accruals | $ 5,922 | $ 1,906 |
Net operating loss carryforwards | 76,954 | 43,954 |
Stock-based compensation | 1,732 | 356 |
Research and development credit carryforwards | 16,742 | 9,529 |
Deferred rent | 3,132 | 0 |
Definite lived intangibles | 1,005 | 1,114 |
Other | 426 | 217 |
Gross deferred tax assets | 105,913 | 57,076 |
Valuation allowance | (102,041) | (55,439) |
Net deferred tax asset | 3,872 | 1,637 |
Deferred tax liabilities | ||
Depreciable assets | (2,089) | (1,637) |
Tenant allowance receivable | (1,783) | 0 |
Deferred tax liabilities | (3,872) | (1,637) |
Net deferred tax asset | $ 0 | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Contingency [Line Items] | |||
Income tax expense (benefit) | $ 0 | $ 0 | $ 0 |
Valuation allowance | 102,041,000 | 55,439,000 | |
Change in valuation allowance | 46,600,000 | 21,700,000 | |
Federal NOL carryforward | 353,100,000 | 193,800,000 | |
State and local NOL carryforward | 63,000,000 | 77,400,000 | |
Reserve for tax credit carryforwards | 1,900,000 | 1,100,000 | |
Orphan Drug credit carryforward | |||
Income Tax Contingency [Line Items] | |||
Tax credit carryforwards | 3,800,000 | 1,800,000 | |
Federal | |||
Income Tax Contingency [Line Items] | |||
Operating loss carryforwards subject to expiration | 18,600,000 | ||
Operating loss carryforwards not subject to expiration | 334,400,000 | ||
Federal | Research tax credit carryforward | |||
Income Tax Contingency [Line Items] | |||
Tax credit carryforwards | 16,500,000 | 6,700,000 | |
State and local | |||
Income Tax Contingency [Line Items] | |||
Operating loss carryforwards subject to expiration | 5,300,000 | ||
Operating loss carryforwards not subject to expiration | 57,700,000 | ||
State and local | Research tax credit carryforward | |||
Income Tax Contingency [Line Items] | |||
Tax credit carryforwards | $ 2,200,000 | $ 2,200,000 |
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 | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||
Undistributed earnings, diluted | $ (172,399) | ||
Net loss | $ (186,479) | $ (87,006) | $ (61,879) |
Denominator: | |||
Weighted average common shares outstanding, basic (in shares) | 125,348,110 | 21,781,386 | 21,570,265 |
Weighted average common shares outstanding, diluted (in shares) | 125,348,110 | 21,781,386 | 21,570,265 |
Net loss per share, basic (in dollars per shares) | $ (1.49) | $ (3.99) | $ (2.87) |
Net loss per share, diluted (in dollars per shares) | $ (1.49) | $ (3.99) | $ (2.87) |
Class A | |||
Numerator: | |||
Undistributed earnings, basic | $ (172,399) | ||
Denominator: | |||
Weighted average common shares outstanding, basic (in shares) | 115,883,920 | ||
Weighted average common shares outstanding, diluted (in shares) | 115,883,920 | ||
Net loss per share, basic (in dollars per shares) | $ (1.49) | ||
Net loss per share, diluted (in dollars per shares) | $ (1.49) | ||
Class B | |||
Numerator: | |||
Undistributed earnings, basic | $ (14,080) | ||
Undistributed earnings, diluted | $ (14,080) | ||
Denominator: | |||
Weighted average common shares outstanding, basic (in shares) | 9,464,190 | ||
Weighted average common shares outstanding, diluted (in shares) | 9,464,190 | ||
Net loss per share, basic (in dollars per shares) | $ (1.49) | ||
Net loss per share, diluted (in dollars per shares) | $ (1.49) |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Net Loss Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of loss per share, amount (in shares) | 50,148,845 | 94,438,417 | 87,515,556 |
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) | 34,615,890 | 90,684,675 | 78,699,495 |
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) | 15,381,210 | 3,636,400 | 8,677,652 |
Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of loss per share, amount (in shares) | 151,745 | 117,342 | 138,409 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Restricted cash | $ 10,233 | |
Total assets | 409,610 | $ 5,041 |
Warrant liability | 125 | |
Total liabilities | 125 | |
U.S. government debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | 19,927 | |
Corporate bonds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | 61,177 | |
Certificates of deposit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | 21,440 | |
Commercial paper | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | 128,902 | |
Money market funds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 155,731 | |
Commercial paper | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 12,000 | |
Corporate bonds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 200 | |
Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Restricted cash | 10,233 | |
Total assets | 10,233 | 5,041 |
Warrant liability | 0 | |
Total liabilities | 0 | |
Level 1 | U.S. government debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | 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 | 0 | |
Level 1 | Commercial paper | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 0 | |
Level 1 | Corporate bonds | ||
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 | 399,377 | 0 |
Warrant liability | 0 | |
Total liabilities | 0 | |
Level 2 | U.S. government debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | 19,927 | |
Level 2 | Corporate bonds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | 61,177 | |
Level 2 | Certificates of deposit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | 21,440 | |
Level 2 | Commercial paper | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | 128,902 | |
Level 2 | Money market funds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 155,731 | |
Level 2 | Commercial paper | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 12,000 | |
Level 2 | Corporate bonds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 200 | |
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 | U.S. government debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | 0 | |
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 | |
Level 3 | Corporate bonds | ||
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 | Dec. 31, 2021 | Dec. 31, 2020 |
Notes payable | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Current portion of notes payable | $ 90 | $ 1,073 |
Notes payable, net of current portion | 633 | 11,615 |
Book values | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Total liabilities | 723 | 12,487 |
Book values | Notes payable | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Current portion of notes payable | 90 | 1,073 |
Notes payable, net of current portion | 633 | 11,414 |
Fair values | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Total liabilities | 723 | 12,487 |
Fair values | Notes payable | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Current portion of notes payable | 90 | 1,073 |
Notes payable, net of current portion | $ 633 | $ 11,414 |
Related Party Transactions (Det
Related Party Transactions (Details) - Chief Executive Officer - USD ($) | 1 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Loan to related party | $ 595,000 | $ 0 | $ 0 |
Debt instrument, term | 7 years |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent event - Roche and Genentech $ in Millions | 1 Months Ended |
Jan. 31, 2022USD ($)program | |
Subsequent Event [Line Items] | |
Remaining unearned revenue | $ 150 |
Number of projects that may be initiated (in projects) | program | 40 |
Research project, fees and milestones payments receivable for an option on a lead series | $ 300 |