Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 31, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
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 | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 941.3 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCEPortions of the definitive proxy statement for use in connection with the registrant’s 2023 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 | 2022 | ||
Document Fiscal Period Focus | FY | ||
Class A | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 183,443,480 | ||
Class B | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 7,789,209 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 549,912 | $ 285,116 |
Restricted cash | 1,280 | 1,552 |
Accounts receivable | 0 | 34 |
Other receivables | 2,753 | 9,056 |
Investments | 0 | 231,446 |
Other current assets | 15,869 | 7,514 |
Total current assets | 569,814 | 534,718 |
Restricted cash, non-current | 7,920 | 8,681 |
Property and equipment, net | 88,192 | 64,725 |
Operating lease right-of-use assets | 33,255 | 0 |
Intangible assets, net | 1,306 | 1,385 |
Goodwill | 801 | 801 |
Other non-current assets | 0 | 35 |
Total assets | 701,288 | 610,345 |
Current liabilities | ||
Accounts payable | 4,586 | 2,819 |
Accrued expenses and other liabilities | 32,904 | 32,333 |
Unearned revenue | 56,726 | 10,000 |
Notes payable | 97 | 90 |
Operating lease liabilities | 5,952 | 0 |
Lease incentive obligation | 0 | 1,416 |
Total current liabilities | 100,265 | 46,658 |
Deferred rent | 0 | 4,110 |
Unearned revenue, non-current | 70,261 | 6,667 |
Notes payable, non-current | 536 | 633 |
Operating lease liabilities, non-current | 44,420 | 0 |
Lease incentive obligation, non-current | 0 | 9,339 |
Total liabilities | 215,482 | 67,407 |
Commitments and contingencies (Note 9) | ||
Stockholders’ equity | ||
Common stock, $0.00001 par value; 2,000,000,000 shares (Class A 1,989,032,117 and Class B 10,967,883) authorized as of December 31, 2022 and December 31, 2021, respectively; 191,022,864 shares (Class A 183,209,655 and Class B 7,813,209) and 170,272,462 (Class A 160,906,245 and Class B 9,366,217) issued and outstanding as of December 31, 2022 and December 31, 2021, respectively | 2 | 2 |
Additional paid-in capital | 1,125,360 | 943,142 |
Accumulated deficit | (639,556) | (400,080) |
Accumulated other comprehensive loss | 0 | (126) |
Total stockholders’ equity | 485,806 | 542,938 |
Total liabilities and stockholders’ equity | $ 701,288 | $ 610,345 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized (in shares) | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued (in shares) | 191,022,864 | 170,272,462 |
Common sock, shares outstanding (in shares) | 191,022,864 | 170,272,462 |
Class A | ||
Common stock, shares authorized (in shares) | 1,989,032,117 | 1,989,032,117 |
Common stock, shares issued (in shares) | 183,209,655 | 160,906,245 |
Common sock, shares outstanding (in shares) | 183,209,655 | 160,906,245 |
Class B | ||
Common stock, shares authorized (in shares) | 10,967,883 | 10,967,883 |
Common stock, shares issued (in shares) | 7,813,209 | 9,366,217 |
Common sock, shares outstanding (in shares) | 7,813,209 | 9,366,217 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | |||
Revenue | $ 39,843 | $ 10,178 | $ 3,962 |
Operating costs and expenses | |||
Cost of revenue | 48,275 | 0 | 0 |
Research and development | 155,696 | 135,271 | 63,319 |
General and administrative | 81,599 | 57,682 | 25,258 |
Total operating costs and expenses | 285,570 | 192,953 | 88,577 |
Loss from operations | (245,727) | (182,775) | (84,615) |
Other income (loss), net | 6,251 | (3,704) | (2,391) |
Net loss | $ (239,476) | $ (186,479) | $ (87,006) |
Per share data | |||
Net loss per share of Class A and B common stock, basic (in dollars per share) | $ (1.36) | $ (1.49) | $ (3.99) |
Net loss per share of Class A and B common stock, diluted (in dollars per share) | $ (1.36) | $ (1.49) | $ (3.99) |
Weighted-average shares (Class A and B) outstanding, basic (in shares) | 175,537,487 | 125,348,110 | 21,781,386 |
Weighted-average shares (Class A and B) outstanding, diluted (in shares) | 175,537,487 | 125,348,110 | 21,781,386 |
Operating revenue | |||
Revenue | |||
Revenue | $ 39,681 | $ 10,000 | $ 3,413 |
Grant revenue | |||
Revenue | |||
Revenue | $ 162 | $ 178 | $ 549 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (239,476) | $ (186,479) | $ (87,006) |
Unrealized gain (loss) on investments | 87 | (162) | 0 |
Net realized loss on investments reclassified into net loss | 39 | 36 | 0 |
Other comprehensive income (loss) | 126 | (126) | 0 |
Comprehensive loss | $ (239,350) | $ (186,605) | $ (87,006) |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) - USD ($) | Total | Series A and Series B Warrants | Convertible Preferred Stock | Common Stock (Class A and B) | Common Stock (Class A and B) Series A and Series B Warrants | Additional Paid-in-Capital | Additional Paid-in-Capital Series A and Series B Warrants | Accumulated Deficit | Accumulated other comprehensive loss |
Temporary equity, shares outstanding at beginning of period (in shares) at Dec. 31, 2019 | 75,189,517 | ||||||||
Temporary equity, carrying amount attributable to parent at beginning of period at Dec. 31, 2019 | $ 201,109,000 | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||
Issuance of Series D convertible preferred stock inclusive of the convertible notes, net of issuance costs (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 | ||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 21,637,609 | ||||||||
Beginning balance at Dec. 31, 2019 | (124,265,000) | $ 0 | $ 2,330,000 | $ (126,595,000) | $ 0 | ||||
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 | |||||||
Other comprehensive (loss) gain | 0 | ||||||||
Stock option exercises and other (in shares) | 677,076 | ||||||||
Stock option exercises and other | 681,000 | 681,000 | |||||||
Stock-based compensation | 4,292,000 | 4,292,000 | |||||||
Ending balance (in shares) at Dec. 31, 2020 | 22,314,685 | ||||||||
Ending balance at Dec. 31, 2020 | (206,289,000) | $ 0 | 7,312,000 | (213,601,000) | 0 | ||||
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) | |||||||
Other comprehensive (loss) gain | (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) | 115,598,018 | 343,609 | |||||||
Conversion of preferred stock to common stock and stock warrant exercises | 448,312,000 | $ 3,512,000 | $ 1,000 | 448,311,000 | $ 3,512,000 | ||||
Stock option exercises and other (in shares) | 4,137,363 | ||||||||
Stock option exercises and other | 6,812,000 | 6,812,000 | |||||||
Stock-based compensation | $ 14,842,000 | 14,842,000 | |||||||
Ending balance (in shares) at Dec. 31, 2021 | 170,272,462 | 170,272,462 | |||||||
Ending balance at Dec. 31, 2021 | $ 542,938,000 | $ 2,000 | 943,142,000 | (400,080,000) | (126,000) | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||
Issuance of Series D convertible preferred stock inclusive of the convertible notes, net of issuance costs | $ 0 | ||||||||
Temporary equity, shares outstanding at end of period (in shares) at Dec. 31, 2022 | 0 | ||||||||
Temporary equity, carrying amount attributable to parent at end of period at Dec. 31, 2022 | $ 0 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (239,476,000) | (239,476,000) | |||||||
Other comprehensive (loss) gain | 126,000 | 126,000 | |||||||
Common stock issuance for initial public offering, net of issuance costs (in shares) | 15,336,734 | ||||||||
Common stock issuance for initial public offering, net of issuance costs | $ 143,711,000 | 143,711,000 | |||||||
Stock option exercises and other (in shares) | 4,026,090 | 5,413,668 | |||||||
Stock option exercises and other | $ 10,598,000 | 10,598,000 | |||||||
Stock-based compensation | $ 27,909,000 | 27,909,000 | |||||||
Ending balance (in shares) at Dec. 31, 2022 | 191,022,864 | 191,022,864 | |||||||
Ending balance at Dec. 31, 2022 | $ 485,806,000 | $ 2,000 | $ 1,125,360,000 | $ (639,556,000) | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | |||
Net loss | $ (239,476) | $ (186,479) | $ (87,006) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 11,756 | 8,405 | 3,943 |
Stock-based compensation | 27,909 | 14,842 | 4,292 |
Asset impairment | 2,806 | 0 | 874 |
Lease expense | 7,730 | 0 | 0 |
Loss on debt extinguishment | 0 | 827 | 883 |
Other, net | 830 | 4,097 | 781 |
Changes in operating assets and liabilities: | |||
Other receivables and assets | (2) | (5,376) | (1,119) |
Unearned revenue | 110,320 | (10,000) | 26,667 |
Accounts payable | 1,767 | 1,745 | (185) |
Accrued development expense | 522 | 561 | 1,348 |
Accrued expenses, deferred rent and other current liabilities | (576) | 12,764 | 4,123 |
Operating lease liabilities | (7,110) | 0 | 0 |
Net cash used in operating activities | (83,524) | (158,614) | (45,399) |
Cash flows from investing activities | |||
Purchases of property and equipment | (37,059) | (39,798) | (5,831) |
Acquisition of a business | 0 | 0 | (2,600) |
Purchase of an intangible asset | (300) | 0 | (904) |
Purchases of investments | 0 | (301,137) | 0 |
Sales and maturities of investments | 230,608 | 69,191 | 0 |
Proceeds from note receivable | 0 | 0 | 595 |
Net cash provided by (used in) investing activities | 193,249 | (271,744) | (8,740) |
Cash flows from financing activities | |||
Proceeds from private placement of common stock, net of issuance costs | 143,711 | 0 | 0 |
Proceeds from initial public offering of common stock, net of issuance costs | 0 | 462,901 | 0 |
Proceeds from sale of preferred stock, net of issuance costs | 0 | 0 | 239,131 |
Proceeds from equity incentive plans and warrants | 10,724 | 8,437 | 681 |
Repayment of long-term debt | (90) | (12,798) | (77) |
Proceeds from convertible notes | 0 | 0 | 6,400 |
Net cash provided by financing activities | 154,345 | 458,540 | 246,135 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (307) | 0 | 0 |
Net change in cash, cash equivalents and restricted cash | 263,763 | 28,182 | 191,996 |
Cash, cash equivalents and restricted cash, beginning of period | 295,349 | 267,167 | 75,171 |
Cash, cash equivalents and restricted cash, end of period | 559,112 | 295,349 | 267,167 |
Supplemental disclosure of non—cash investing and financing information | |||
Conversion of preferred stock to common stock | 0 | 448,312 | 0 |
Conversion of convertible notes to equity | 0 | 0 | 8,071 |
Accrued property and equipment | 591 | 7,749 | 1,400 |
Right-of-use asset additions and modifications | 3,950 | 0 | 0 |
Deferred issuance costs recorded in equity | 0 | 547 | 547 |
Supplemental disclosure of cash flow information | |||
Cash paid for interest | 55 | 680 | 989 |
Cash paid for operating leases | $ 7,110 | $ 0 | $ 0 |
Description of the Business
Description of the Business | 12 Months Ended |
Dec. 31, 2022 | |
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, the Company converted to a Delaware corporation and changed its name to Recursion Pharmaceuticals, Inc. Recursion is a clinical stage TechBio company decoding biology to industrialize drug discovery. The Recursion Operating System (OS), a platform built across diverse technologies, enables the Company to map and navigate trillions of biological and chemical relationships within the Recursion Data Universe, one of the world’s largest proprietary biological and chemical datasets. The Company integrates physical and digital components as iterative loops of atoms and bits scaling wet lab biology and chemistry data organized into virtuous cycles with computational tools to rapidly translate in silico hypotheses into validated insights and novel chemistry. As of December 31, 2022, the Company had an accumulated deficit of $639.6 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. There is no assurance that these milestones will be completed successfully. 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 primarily through the issuance of convertible preferred stock (see Note 10, “Convertible Preferred Stock” for additional details) and the issuance of Class A common stock (see Note 11, “Common Stock” for additional details). Additionally, we have received payments of $180.0 million from our strategic partnerships (see Note 12, “Collaborative Development Contracts” for additional details). Recursion will likely be required to raise additional capital. As of December 31, 2022, 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. Recursion believes that the Company’s existing cash and cash equivalents 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, 2022 | |
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 11, “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 11, “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 loss on the Consolidated Balance Sheets. Once realized, the gains and losses are recognized in earnings and included in other income (loss), net in the Consolidated Statements 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 certain to be exercised at the commencement date of the lease. Right-of-use assets and lease liabilities are recognized based on the present value of lease payments over the lease term at the lease commencement date. Present value is determined using an incremental borrowing rate when the rate implicit in the lease is not readily determinable. Right-of-use assets are adjusted for lease incentives. Short-term leases with a term of 12 months or less are not recorded on the balance sheet. Right-of-use assets and lease liabilities are remeasured upon certain remeasurement events using the present value of remaining lease payments and estimated incremental borrowing rate upon lease modification. The Company recognizes rent expense beginning on the date the Company obtains the legal right to use and control the leased space. Revenue Recognition Operating revenue has primarily been generated through funded research and development agreements (see Note 12, “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. Cost of Revenue Cost of revenue consists of the Company’s costs to provide services for drug discovery required under performance obligations with partnership customers. These primarily include materials costs, service hours performed by our employees and depreciation of property and equipment. Consumables purchased to be used in the future to satisfy performance obligations are recognized on the Consolidated Balance Sheet until consumed. Research and Development Research and development expenses comprise of 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 cost of revenue, 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. 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 adopted 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, 2022 | |
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 due to the fact that Vium was affiliated with certain investors of the Company. 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, 2022 | |
Supplemental Financial Information [Abstract] | |
Supplemental Financial Information | Supplemental Financial Information Property and Equipment December 31, (in thousands) 2022 2021 Lab equipment $ 47,524 $ 33,076 Leasehold improvements 41,872 13,936 Office equipment 20,164 20,005 Construction in progress 8,747 16,445 Property and equipment, gross 118,307 83,462 Less: Accumulated depreciation (30,115) (18,737) Property and equipment, net $ 88,192 $ 64,725 Depreciation expense on property and equipment was $11.4 million, $8.8 million and $4.2 million during the years ended December 31, 2022 , 2021 and 2020, respectively. The Company recorded an impairment of $2.8 million during the year ended December 31, 2022 related to a construction project for leasehold improvements as the Company no longer intended to use them. The impairment was recorded in “General and Administrative” in the Consolidated Statements of Operations. For the year ended December 31, 2022, the increase in lab equipment from the prior year was driven by investments in the Company’s chemical technology, machine learning and transcriptomics platform. The increase in leasehold improvements from the prior year was primarily driven by the completion of the headquarters expansion. The construction in progress balance primarily relates to lab equipment under construction. 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. Accrued Expenses and Other Liabilities December 31, (in thousands) 2022 2021 Accrued compensation $ 20,433 $ 11,738 Accrued development expenses 3,372 4,682 Accrued early discovery expenses 3,192 2,114 Accrued construction 591 4,665 Accrued professional fees 151 1,793 Accrued other expenses 5,165 7,341 Accrued expense and other liabilities $ 32,904 $ 32,333 Interest Income (Expense), net Years ended December 31, (in thousands) 2022 2021 2020 Interest expense $ (55) $ (2,952) $ (1,360) Interest income 6,254 73 336 Interest income (expense), net $ 6,199 $ (2,879) $ (1,024) |
Investments
Investments | 12 Months Ended |
Dec. 31, 2022 | |
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 investment portfolio by type of security: December 31, 2022 (in thousands) Amortized Gross unrealized gains Gross unrealized losses Fair Money market funds $ 404,613 $ — $ — $ 404,613 Total $ 404,613 $ — $ — $ 404,613 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 investment portfolio on the Consolidated Balance Sheet: (in thousands) December 31, 2022 December 31, 2021 Cash and cash equivalents $ 404,613 $ 167,931 Investments — 231,446 Total $ 404,613 $ 399,377 As of December 31, 2022, the Company’s did not have any available-for-sale investments outstanding. As of December 31, 2021, all of the Company’s available-for-sale investments mature in one year or less. There were no significant realized or unrealized losses during years ended December 31, 2022 and 2021 . No impairments were recorded during the years ended December 31, 2022 and 2021 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases The Company has entered into various long-term real estate leases primarily related to office, research and development and operating activities. The Company has elected to utilize the package of practical expedients under the transition guidance of Accounting Standards Codification (ASC) Topic 842, Leases , which allows Recursion to not reassess whether any existing contract contains a lease, the classification of any existing leases and initial direct costs for any existing leases. The Company’s leases have remaining terms from 1 to 10 years and some of those leases include options that provide Recursion with the ability to extend the lease term for five years. Such options are included in the lease term when it is reasonably certain that the option will be exercised. Certain leases include provisions for variable lease payments which are based on, but not limited to, maintenance, insurance, taxes and usage-based amounts. Recursion will recognize these costs as they are incurred. The Company has also elected to apply the practical expedient for short-term leases whereby Recursion does not recognize a lease liability and right-of-use asset for leases with a term of less than 12 months. The Company has also elected to not separate consideration in the contract between lease and non-lease components of a contract that contains a lease. Recursion classifies leases as operating or finance at the lease commencement date. All outstanding leases are operating leases. Certain leases have free rent periods or escalating rent payment provisions. The Company recognizes lease cost on a straight-line basis over the term of the lease. Lease liabilities and right-of-use assets are calculated and recognized at the lease commencement date based on the present value of minimum lease payments over the lease term. The incremental borrowing rate is equal to the rate of interest that Recursion would have to pay to borrow on a collateralized basis over a similar term in an amount equal to the lease payments in a similar economic environment. For operating leases that commenced prior to the Company’s adoption of Topic 842, Recursion measured the lease liabilities and right-of-use assets using the incremental borrowing rate as of January 1, 2022. For the year ended December 31, 2022, Recursion entered into several lease modifications resulting in a decrease to the right-of-use assets and lease liabilities of $2.7 million and $2.8 million, respectively. The modifications resulted in an insignificant impact to the Consolidated Statements of Operations. In February 2021, the Company entered into a lease agreement for laboratory and office space with approximately 51,869 square feet (the “Industry Lease”). This lease was separated into multiple lease components based on the intended use of the portions of the space. The right of use asset is expected to begin in the first quarter of 2023. The Industry Lease term is five years with a five-year renewal option. The lease includes provisions for escalating rent payments and a tenant improvement allowance of up to $2.1 million. Total fixed lease payments are expected to be approximately $7.6 million with additional variable expenses, including building and amenity expenses. The Company did not control the space or any of the assets being constructed as of December 31, 2022 and therefore no right of use asset or lease liability was recorded on the Consolidated Balance Sheet as of December 31, 2022 . In May 2022, the Company entered into a lease agreement for laboratory and office space in Toronto, Ontario with approximately 26,320 square feet (the “Toronto Lease”). This lease was separated into multiple lease components based on the intended use of the portions of the space. For some of those components, the right of use began May 2022 when the control of the assets were obtained. The right of use asset for the remaining lease component is expected to begin in the second quarter of 2023. The Toronto Lease terms for each component are ten years with a five-year renewal option. The Toronto Lease includes provisions for escalating rent payments and a tenant improvement allowance of up to $1.5 million. Total fixed payments are expected to be approximately $10.8 million with additional variable expenses, including building expenses. The components of the lease cost are as follows: (in thousands) Year ended December 31, 2022 Operating lease cost $ 7,793 Variable lease cost 1,070 Lease cost $ 8,863 Lease term and discount rates as of December 31, 2022 were: (in thousands) Operating leases Weighted-average remaining lease term (years) 7.6 Weighted-average discount rate 7.3 % Maturities of operating lease liabilities as of December 31, 2022 were: (in thousands) Operating leases 2023 $ 9,500 2024 8,438 2025 8,622 2026 8,873 2027 9,131 Thereafter 23,896 Total lease payments 68,460 Less: imputed interest (18,088) Present value of lease liabilities $ 50,372 Prior to adoption of ASC 842, future minimum lease payments as of December 31, 2021, as disclosed in our 2021 Annual Report, were: (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 Total rent expense was $6.4 million and $3.7 million during the years ended December 31, 2021 and 2020, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill There were no changes to the carrying amount of goodwill during the years ended December 31, 2022 and 2021. No goodwill impairment was recorded during the years ended December 31, 2022, 2021 and 2020. Intangible Assets, Net The following table summarizes intangible assets: December 31, 2022 December 31, 2021 (in thousands) Gross carrying amount Accumulated Amortization Net carrying amount Gross carrying amount Accumulated Amortization Net carrying amount Definite-lived intangible asset $ 1,211 $ (809) $ 402 $ 911 $ (430) $ 481 Indefinite-lived intangible asset 904 — 904 904 — 904 Intangible assets, net $ 2,115 $ (809) $ 1,306 $ 1,815 $ (430) $ 1,385 Amortization expense was $379 thousand, $304 thousand and $126 thousand during the years ended December 31, 2022, 2021 and 2020, respectively. Amortization expense was included in research and development in the Consolidated Statements of Operations. Amortization expense for the definite-lived intangible assets will be recognized over approximately the next year. 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, 2022, 2021 and 2020. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable | Notes Payable Midcap Financial In September 2019, the Company entered into a lending agreement with Midcap Financial Trust (Midcap) and the other lenders party thereto (the Midcap loan agreement) for borrowing $11.9 million. In July 2021, the Company paid the balance due under the Midcap loan agreement. The total amount paid was $12.7 million . The Company recorded an early extinguishment loss of $996 thousand , which was included in “Other income (loss), net” on the Consolidated Statements of Operations. 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 a lease agreement for use on tenant improvements. Under the terms of the lease, the note will be repaid over a 10-year period at an 8% interest rate. The balance outstanding as of December 31, 2022 is $633 thousand. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies 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, 2022 and December 31, 2021, 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, 2022 | |
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 initial public offering (IPO) (see Note 11, “Common Stock” for additional details on the IPO). There was no convertible preferred stock outstanding as of December 31, 2022 and 2021. No convertible preferred stock was issued during the year ended December 31, 2022 and 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 8, 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, 2022 | |
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, 2022 and December 31, 2021, no dividends had been declared. Private Placement In October 2022, Recursion issued 15,336,734 shares of the Company’s Class A common stock at a purchase price of $9.80 per share in a private placement (the Private Placement) to qualified institutional buyers and institutional accredited investors (the Purchasers) for net proceeds of $143.7 million, after deducting fees and offering costs of $6.6 million. Registration Rights Agreement In connection with the Private Placement, in October 2022 , the Company entered into a Registration Rights Agreement (“the Agreement”) providing for the registration for resale of the shares sold in the Private Placement. A prospectus supplement to a registration statement (File No. 333-264845) was subsequently filed in October 2022 to register the resale of the Shares by the Purchasers. The Agreement must remain effective until registrable securities covered by the Agreement have been publicly sold by the holders or all shares cease to be registrable securities. In the event the holders cannot sell their shares due to certain circumstances causing the Agreement to be ineffective, the Company must pay each holder of shares outstanding on the date and each month thereafter 1.0% of the aggregate purchase price paid by the holder without limit until the Agreement is cured. As of December 31, 2022, there was no accrued liability related to this agreement, as it was not probable or reasonably possible that a payment would be required. 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., the Company’s Chief Executive Officer (CEO), or his affiliates. As of December 31, 2022, Dr. Gibson and his affiliates held outstanding shares of Class B common stock representing approximately 32% 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 exchangeable equity awards held by Dr. Gibson had been fully vested, exercised and exchanged for shares of Class B common stock as of December 31, 2022, Dr. Gibson and his affiliates would hold approximately 33% 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 approval of Recursion stockholders, including the election of the Board of Directors; the adoption of amendments to the Company’s certificate of incorporation and bylaws; and the approval of any merger, consolidation, sale of all or substantially all of the Company’s assets, or other major corporate transaction. |
Collaborative Development Contr
Collaborative Development Contracts | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Collaborative Development Contracts | Collaborative Development Contracts Roche and Genentech Description In December 2021, Recursion entered into a collaboration and license agreement with Roche and Genentech (collectively referred to as Roche). Recursion is constructing, using the Company’s imaging technology and proprietary machine-learning algorithms, unique maps of the inferred relationships amongst perturbation phenotypes in a given cellular context with the goal to discover and develop therapeutic small molecule programs in a gastrointestinal cancer indication and in key areas of neuroscience. Roche and Recursion will collaborate to select certain novel inferences with respect to small molecules or targets generated from the Phenomaps for further validation and optimization as collaboration programs. Roche and Recursion may also combine sequencing datasets from Roche with Recursion’s Phenomaps and collaborate to generate new algorithms to produce multi-modal maps from which additional collaboration programs may be initiated. For every collaboration program that successfully identifies potential therapeutic small molecules or validates a target, Roche will have an option to obtain an exclusive license to develop and commercialize such potential therapeutic small molecules or to exploit such target in the applicable exclusive field. Pricing In January 2022, Recursion received a $150.0 million non-refundable upfront payment from the Company’s collaboration with Roche. Recursion is eligible for additional milestone payments based on performance progress of the collaboration. Each of the Phenomaps requested by Roche and created by Recursion may be subject to either an initiation fee, acceptance fee or both. Such fees could exceed $250.0 million for 16 accepted Phenomaps. In addition, for a period of time after Roche’s acceptance of certain Phenomaps, Roche will have the option to obtain, subject to payment of an exercise fee, rights to use outside the collaboration the raw images generated in the course of creating those Phenomaps. If Roche exercises its external use option for all 12 eligible Phenomaps, Roche’s associated exercise fee payments to Recursion could exceed $250.0 million. Under the collaboration, Roche may initiate up to 40 programs, each of which, if successfully developed and commercialized, could yield more than $300.0 million in development, commercialization and net revenue milestones for Recursion, as well as tiered royalties on net revenue. Accounting This agreement represents a transaction with a customer and therefore will be accounted for in accordance with ASC 606. Recursion has determined that it has three performance obligations, one related to gastrointestinal cancer and two in neuroscience. These performance obligations are for performing research and development services for Roche to identify targets and medicines. The performance obligations also include potential licenses related to the intellectual property. The Company concluded that licenses within the contract are not distinct from the research and development services as they are interrelated due to the fact that the research and development services significantly impact the potential licenses. Any additional services are considered customer options and will be considered as separate contracts for accounting purposes. The Company has determined the transaction price to be $150.0 million, comprised of the upfront payment. Recursion will fully constrain the amounts of variable consideration to be received from potential milestones considering the stage of development and the risks associated with the remaining development required to achieve each milestone. Recursion will re-evaluate the transaction price each reporting period. The transaction price was allocated to the performance obligations based on the estimated relative stand-alone selling price of each performance obligation as determined using an expected cost plus margin approach. The Company recognizes revenue over time based on costs incurred relative to total expected costs to perform the research and development services. Recursion determined that this method provides a faithful depiction of the transfer of control to the customer. This method of recognizing revenue requires the Company to make estimates of total costs to provide the services required under the performance obligations. Significant inputs used to determine the total costs included the length of time required, service hours performed by Company employees and materials costs. A significant change in these estimates could have a material effect on the timing and amount of revenue recognized in future periods. Recursion has estimated the completion of the performance obligations by 2025. Bayer AG Description 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. Pricing In October 2020, the Company received a $30.0 million non-refundable upfront payment. 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. Accounting 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 $30.0 million, comprised of the upfront payment. The Company allocated the amount to the single performance obligation. The Company is recognizing revenue over time as it makes progress towards completion of the performance obligation. For the years ended December 31, 2021 and 2020, the costs of providing the services for this agreement were insignificant and were included within “Research and development” in the Consolidated Statement of Operations. Recursion has estimated the completion of performance obligation by 2023. Additional Revenue Disclosures Recursion recognized $39.7 million, $10.0 million and $3.3 million of operating revenue during the years ended December 31, 2022, 2021 and 2020, respectively. Revenues from two customers exceeded 10% of total revenues |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022, 14,912,815 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) 2022 2021 2020 Cost of revenue $ 2,755 $ — $ — Research and development 10,065 4,841 1,777 General and administrative 14,052 8,989 2,059 Total $ 26,872 $ 13,830 $ 3,836 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, 2022 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, 2021 19,191,714 $ 3.78 8.1 $ 260,867 Granted 2,483,336 11.10 Cancelled (1,494,036) 6.15 Exercised (4,026,090) 2.11 28,018 Outstanding as of December 31, 2022 16,154,924 $ 5.10 7.5 $ 67,997 Exercisable as of December 31, 2022 8,745,444 $ 3.66 6.7 $ 45,401 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, 2022, 2021 and 2020 were $6.57, $7.66 and $1.50, respectively. The following weighted-average assumptions were used to calculate the grant-date fair value of stock options: Years ended December 31, 2022 2021 2020 Expected term (in years) 6.2 6.3 6.2 Expected volatility 63 % 65 % 67 % Expected dividend yield — — — Risk-free interest rate 1.9 % 1.1 % 1.0 % 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, 2022, 2021 and 2020, $165 thousand, $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, 2022, $29.1 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, 2022: Stock units Weighted-average grant date fair value Outstanding as of December 31, 2021 478,136 $ 23.40 Granted 7,746,249 7.46 Vested (896,555) 4.32 Forfeited (433,305) 9.18 Outstanding as of December 31, 2022 6,894,525 $ 8.17 The fair market value of RSUs vested was $10.1 million during the year ended December 31, 2022. As of December 31, 2022, $49.9 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. 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 are 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: Years ended December 31, 2022 2021 Expected term (in years) 0.5 0.5 Expected volatility 66 % 61 % Expected dividend yield — — Risk-free interest rate 3.0 % 0.1 % For the year ended December 31, 2022, 525,628 shares were issued under the ESPP. For the years ended December 31, 2022 and 2021, Recursion recognized expense of $1.0 million and $731 thousand, respectively. As of December 31, 2022, $714 thousand of unrecognized ESPP compensation cost is expected to be recognized as expense over approximately the next five months. Warrants In connection with a certain loan agreement, the Company issued fully vested warrants to purchase 112,647 shares of Series A Preferred Stock (Series A warrants) at a purchase price of $0.71 per share. These Series A warrants were exercised in April 2021. Subsequently, 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, 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, 2022 | |
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. Additionally, the Company generally contributes a certain amount to the 401(k) plans for employees that worked at the Company during the year. Employer expenses were $3.6 million, $2.1 million and $1.1 million during the years ended December 31, 2022, 2021 and 2020, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision for income taxes consisted of the following components (all deferred): Years ended December 31, (in thousands) 2022 2021 2020 Federal $ 61,225 $ 47,138 $ 20,707 State 3,188 (684) 947 Foreign 471 149 — Change in valuation allowance (64,884) (46,603) (21,654) Total $ — $ — $ — The Company’s effective tax rate of 0% during the years ended December 31, 2022, 2021 and 2020 differs from the statutory U.S. federal rate as follows: Years ended December 31, 2022 2021 2020 Statutory tax rate 21.0 % 21.0 % 21.0 % R&D credit generation 3.7 % 3.2 % 3.3 % Orphan drug credit generation 1.1 % 1.1 % 1.0 % Stock based compensation 0.8 % 0.6 % (0.5) % Uncertain tax positions (0.3) % (0.4) % (0.4) % Other non-deductible expenses (0.8) % (0.2) % (0.6) % Change in valuation allowance (25.5) % (25.3) % (23.8) % Effective tax rate — % — % — % Significant components of deferred tax assets and liabilities were as follows: December 31, (in thousands) 2022 2021 Deferred tax assets Net operating loss carryforwards $ 89,951 $ 76,954 Research and development capitalization 39,095 — Tax credit carryforwards 30,965 16,742 Lease liabilities 11,442 — Reserves and accruals 3,622 5,922 Stock-based compensation 2,231 1,732 Definite lived intangibles 969 1,005 Deferred rent — 3,132 Other 433 426 Gross deferred tax assets 178,708 105,913 Valuation allowance (166,775) (102,041) Net deferred tax asset 11,933 3,872 Deferred tax liabilities Right-of-use assets (9,416) — Depreciable assets (1,951) (2,089) Tenant allowance receivable (566) (1,783) Deferred tax liabilities (11,933) (3,872) Net deferred tax asset $ — $ — 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, 2022 and 2021, the Company’s valuation allowance was $166.8 million and $102.0 million, respectively, which increased by approximately $64.7 million and $46.6 million during the years ended December 31, 2022 and 2021, respectively. Net operating losses (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 ownership has occurred or whether there have been multiple ownership changes since inception due to the significant complexity and cost associated with such a study. If the Company has experienced a change of ownership, 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, 2022 and 2021, the Company had federal NOL carryforwards of $414.4 million and $353.1 million, respectively, available to reduce taxable income, of which $18.6 million expire beginning 2036 and $395.8 million do not expire. The Company had state NOL carryforwards of $61.5 million and $63.0 million as of December 31, 2022 and 2021, respectively, available to reduce future state taxable income, of which $5.3 million expire beginning 2031 and $56.2 million do not expire. The Company had foreign NOL carryforwards of $1.4 million as of December 31, 2022, available to reduce future foreign taxable income, which do not expire. As of December 31, 2022, the Company also had federal and state research and development credit carryforwards of $21.3 million and $5.6 million respectively. As of December 31, 2021, the Company had federal and state research and development credit carryforwards of $12.7 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 $6.8 million and $3.8 million as of December 31, 2022 and 2021, respectively, which will begin expiring in 2036. The Company had reserves for uncertain tax positions against these credit carryforwards of $2.8 million and $1.9 million as of December 31, 2022 and 2021 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, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share For the years ended December 31, 2022 and 2021, Recursion calculated net loss per share of Class A and Class B common stock using the two-class method. Basic net loss per share is computed using the weighted-average number of shares outstanding during the period. Diluted net loss per share is computed using the weighted-average number of shares and the effect of potentially dilutive securities outstanding during the period. Potentially dilutive securities consist of stock options and other contingently issuable shares. For periods presented in which the Company reports a net loss, all potentially dilutive shares are anti-dilutive and as such are excluded from the calculation. For the years ended December 31, 2022 and 2021, the Company reported a net loss and therefore basic and diluted loss per share were the same. The rights, including the liquidation and dividend rights, of the holders of the Company’s Class A and Class B common stock are identical, except with respect to voting. As a result, the undistributed earnings for each period are allocated based on the contractual participation rights of the Class A and Class B common shares as if the earnings for the period had been distributed. As the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis and the resulting amount per share for Class A and Class B common stock was the same during the years ended December 31, 2022 and 2021. Recursion issued certain shares of convertible preferred stock that were outstanding until April 2021 and were concluded to be participating securities. For the year ended December 31, 2020, there was only one class of common stock outstanding. Due to the presence of participating securities, Recursion calculated net loss per share during the year ended December 31, 2020 using the more dilutive of the treasury stock or the two-class method. For periods presented in which the Company reports a net loss, the losses are not allocated to the participating securities. For the year ended December 31, 2020, the Company reported a net loss and therefore basic and diluted loss per share were the same. The preferred stock converted to common stock in April 2021 as part of the Company’s IPO. See Note 11, “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 2022 and 2021: Year ended Year ended December 31, 2022 December 31, 2021 (in thousands, except share amount) Class A Class B Class A Class B Numerator: Allocation of undistributed earnings $ (228,270) $ (11,206) $ (172,399) $ (14,080) Denominator: Weighted average common shares outstanding 167,323,062 8,214,425 115,883,920 9,464,190 Net loss per share, basic and diluted $ (1.36) $ (1.36) $ (1.49) $ (1.49) The following table sets forth the computation of basic and diluted net loss per share during 2020: Year ended (in thousands, except share amounts ) December 31, 2020 Numerator: Net loss $ (87,006) Denominator: Weighted average common shares outstanding 21,781,386 Net loss per share, basic and diluted $ (3.99) 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, 2022 2021 2020 Convertible preferred stock — 34,615,890 90,684,675 Stock based compensation 10,966,651 15,381,210 3,636,400 Warrants — 151,745 117,342 Total 10,966,651 50,148,845 94,438,417 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The fair value hierarchy consists of the following three levels: • Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets that the company has the ability to access; • Level 2 — Valuations based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuations in which all significant inputs are observable in the market; and • Level 3 — Valuations using significant inputs that are unobservable in the market and include the use of judgment by the company's management about the assumptions market participants would use in pricing the asset or liability. The Company is required to maintain a cash balance in a collateralized account to secure the Company’s credit cards. Additionally, the Company holds restricted cash related to an outstanding letter of credit issued by J.P. Morgan, which was obtained to secure certain Company obligations relating to tenant improvements. The Company measured the Series A and B preferred stock warrant liabilities at fair value using a Black-Scholes option-pricing model. See Note 13, “Stock-based Compensation” for additional details on the warrant liabilities including 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, 2022 Level 1 Level 2 Level 3 Assets Cash equivalents: Money market funds $ 404,613 $ 404,613 $ — $ — Restricted cash 9,200 9,200 — — Total assets $ 413,813 $ 413,813 $ — $ — 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 $ 165,964 $ 243,646 $ — 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. The following tables summarize the Company’s financial instruments that are not measured at fair value: Book values Fair values (in thousands) December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021 Liabilities Current portion of notes payable $ 97 $ 90 $ 97 $ 90 Notes payable, net of current portion 536 633 536 633 Total liabilities $ 633 $ 723 $ 633 $ 723 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
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 11, “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 loss on the Consolidated Balance Sheets. Once realized, the gains and losses are recognized in earnings and included in other income (loss), net in the Consolidated Statements 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. 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 |
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/ Research and Development | 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 certain to be exercised at the commencement date of the lease. Right-of-use assets and lease liabilities are recognized based on the present value of lease payments over the lease term at the lease commencement date. Present value is determined using an incremental borrowing rate when the rate implicit in the lease is not readily determinable. Right-of-use assets are adjusted for lease incentives. Short-term leases with a term of 12 months or less are not recorded on the balance sheet. Right-of-use assets and lease liabilities are remeasured upon certain remeasurement events using the present value of remaining lease payments and estimated incremental borrowing rate upon lease modification. The Company recognizes rent expense beginning on the date the Company obtains the legal right to use and control the leased space. |
Revenue Recognition | Revenue Recognition Operating revenue has primarily been generated through funded research and development agreements (see Note 12, “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. |
Cost of Revenue | Cost of Revenue Cost of revenue consists of the Company’s costs to provide services for drug discovery required under performance obligations with partnership customers. These primarily include materials costs, service hours performed by our employees and depreciation of property and equipment. Consumables purchased to be used in the future to satisfy performance obligations are recognized on the Consolidated Balance Sheet until consumed. |
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 cost of |
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 adopted 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, 2022 | |
Accounting Policies [Abstract] | |
Schedule of property and equipment | 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) 2022 2021 Lab equipment $ 47,524 $ 33,076 Leasehold improvements 41,872 13,936 Office equipment 20,164 20,005 Construction in progress 8,747 16,445 Property and equipment, gross 118,307 83,462 Less: Accumulated depreciation (30,115) (18,737) Property and equipment, net $ 88,192 $ 64,725 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 | |
Supplemental Financial Information [Abstract] | |
Schedule of property and equipment | 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) 2022 2021 Lab equipment $ 47,524 $ 33,076 Leasehold improvements 41,872 13,936 Office equipment 20,164 20,005 Construction in progress 8,747 16,445 Property and equipment, gross 118,307 83,462 Less: Accumulated depreciation (30,115) (18,737) Property and equipment, net $ 88,192 $ 64,725 |
Schedule of accrued expenses and other liabilities | Accrued Expenses and Other Liabilities December 31, (in thousands) 2022 2021 Accrued compensation $ 20,433 $ 11,738 Accrued development expenses 3,372 4,682 Accrued early discovery expenses 3,192 2,114 Accrued construction 591 4,665 Accrued professional fees 151 1,793 Accrued other expenses 5,165 7,341 Accrued expense and other liabilities $ 32,904 $ 32,333 |
Schedule of Interest income and expense disclosure | Interest Income (Expense), net Years ended December 31, (in thousands) 2022 2021 2020 Interest expense $ (55) $ (2,952) $ (1,360) Interest income 6,254 73 336 Interest income (expense), net $ 6,199 $ (2,879) $ (1,024) |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Available-for-Sale Investments by Type of Security | The following table summarizes the Company’s investment portfolio by type of security: December 31, 2022 (in thousands) Amortized Gross unrealized gains Gross unrealized losses Fair Money market funds $ 404,613 $ — $ — $ 404,613 Total $ 404,613 $ — $ — $ 404,613 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 investment portfolio on the Consolidated Balance Sheet: (in thousands) December 31, 2022 December 31, 2021 Cash and cash equivalents $ 404,613 $ 167,931 Investments — 231,446 Total $ 404,613 $ 399,377 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Components of Lease Cost, Supplemental Cash Flow Information Related to Leases, Lease Term and Discount Rates | The components of the lease cost are as follows: (in thousands) Year ended December 31, 2022 Operating lease cost $ 7,793 Variable lease cost 1,070 Lease cost $ 8,863 Lease term and discount rates as of December 31, 2022 were: (in thousands) Operating leases Weighted-average remaining lease term (years) 7.6 Weighted-average discount rate 7.3 % |
Maturities of Operating Lease Liabilities | Maturities of operating lease liabilities as of December 31, 2022 were: (in thousands) Operating leases 2023 $ 9,500 2024 8,438 2025 8,622 2026 8,873 2027 9,131 Thereafter 23,896 Total lease payments 68,460 Less: imputed interest (18,088) Present value of lease liabilities $ 50,372 Prior to adoption of ASC 842, future minimum lease payments as of December 31, 2021, as disclosed in our 2021 Annual Report, were: (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 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of finite-lived intangible assets | The following table summarizes intangible assets: December 31, 2022 December 31, 2021 (in thousands) Gross carrying amount Accumulated Amortization Net carrying amount Gross carrying amount Accumulated Amortization Net carrying amount Definite-lived intangible asset $ 1,211 $ (809) $ 402 $ 911 $ (430) $ 481 Indefinite-lived intangible asset 904 — 904 904 — 904 Intangible assets, net $ 2,115 $ (809) $ 1,306 $ 1,815 $ (430) $ 1,385 |
Schedule of indefinite-lived intangible assets | The following table summarizes intangible assets: December 31, 2022 December 31, 2021 (in thousands) Gross carrying amount Accumulated Amortization Net carrying amount Gross carrying amount Accumulated Amortization Net carrying amount Definite-lived intangible asset $ 1,211 $ (809) $ 402 $ 911 $ (430) $ 481 Indefinite-lived intangible asset 904 — 904 904 — 904 Intangible assets, net $ 2,115 $ (809) $ 1,306 $ 1,815 $ (430) $ 1,385 |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 | |
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) 2022 2021 2020 Cost of revenue $ 2,755 $ — $ — Research and development 10,065 4,841 1,777 General and administrative 14,052 8,989 2,059 Total $ 26,872 $ 13,830 $ 3,836 |
Schedule of Share-based Payment Arrangement, Option, Activity | Stock option activity during the year ended December 31, 2022 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, 2021 19,191,714 $ 3.78 8.1 $ 260,867 Granted 2,483,336 11.10 Cancelled (1,494,036) 6.15 Exercised (4,026,090) 2.11 28,018 Outstanding as of December 31, 2022 16,154,924 $ 5.10 7.5 $ 67,997 Exercisable as of December 31, 2022 8,745,444 $ 3.66 6.7 $ 45,401 |
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, 2022 2021 2020 Expected term (in years) 6.2 6.3 6.2 Expected volatility 63 % 65 % 67 % Expected dividend yield — — — Risk-free interest rate 1.9 % 1.1 % 1.0 % |
Schedule of Nonvested RSU Activity | The following table summarizes Recursion’s RSU activity during the year ended December 31, 2022: Stock units Weighted-average grant date fair value Outstanding as of December 31, 2021 478,136 $ 23.40 Granted 7,746,249 7.46 Vested (896,555) 4.32 Forfeited (433,305) 9.18 Outstanding as of December 31, 2022 6,894,525 $ 8.17 |
Schedule of Share-based Payment, Award, ESPP, Valuation Assumptions | The weighted-average assumptions used in the Black-Scholes models were as follows: Years ended December 31, 2022 2021 Expected term (in years) 0.5 0.5 Expected volatility 66 % 61 % Expected dividend yield — — Risk-free interest rate 3.0 % 0.1 % |
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, 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, 2022 | |
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) 2022 2021 2020 Federal $ 61,225 $ 47,138 $ 20,707 State 3,188 (684) 947 Foreign 471 149 — Change in valuation allowance (64,884) (46,603) (21,654) Total $ — $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation | The Company’s effective tax rate of 0% during the years ended December 31, 2022, 2021 and 2020 differs from the statutory U.S. federal rate as follows: Years ended December 31, 2022 2021 2020 Statutory tax rate 21.0 % 21.0 % 21.0 % R&D credit generation 3.7 % 3.2 % 3.3 % Orphan drug credit generation 1.1 % 1.1 % 1.0 % Stock based compensation 0.8 % 0.6 % (0.5) % Uncertain tax positions (0.3) % (0.4) % (0.4) % Other non-deductible expenses (0.8) % (0.2) % (0.6) % Change in valuation allowance (25.5) % (25.3) % (23.8) % Effective tax rate — % — % — % |
Schedule of Deferred Tax Assets and Liabilities | Significant components of deferred tax assets and liabilities were as follows: December 31, (in thousands) 2022 2021 Deferred tax assets Net operating loss carryforwards $ 89,951 $ 76,954 Research and development capitalization 39,095 — Tax credit carryforwards 30,965 16,742 Lease liabilities 11,442 — Reserves and accruals 3,622 5,922 Stock-based compensation 2,231 1,732 Definite lived intangibles 969 1,005 Deferred rent — 3,132 Other 433 426 Gross deferred tax assets 178,708 105,913 Valuation allowance (166,775) (102,041) Net deferred tax asset 11,933 3,872 Deferred tax liabilities Right-of-use assets (9,416) — Depreciable assets (1,951) (2,089) Tenant allowance receivable (566) (1,783) Deferred tax liabilities (11,933) (3,872) Net deferred tax asset $ — $ — |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 2022 and 2021: Year ended Year ended December 31, 2022 December 31, 2021 (in thousands, except share amount) Class A Class B Class A Class B Numerator: Allocation of undistributed earnings $ (228,270) $ (11,206) $ (172,399) $ (14,080) Denominator: Weighted average common shares outstanding 167,323,062 8,214,425 115,883,920 9,464,190 Net loss per share, basic and diluted $ (1.36) $ (1.36) $ (1.49) $ (1.49) The following table sets forth the computation of basic and diluted net loss per share during 2020: Year ended (in thousands, except share amounts ) December 31, 2020 Numerator: Net loss $ (87,006) Denominator: Weighted average common shares outstanding 21,781,386 Net loss per share, basic and diluted $ (3.99) |
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, 2022 2021 2020 Convertible preferred stock — 34,615,890 90,684,675 Stock based compensation 10,966,651 15,381,210 3,636,400 Warrants — 151,745 117,342 Total 10,966,651 50,148,845 94,438,417 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 Level 1 Level 2 Level 3 Assets Cash equivalents: Money market funds $ 404,613 $ 404,613 $ — $ — Restricted cash 9,200 9,200 — — Total assets $ 413,813 $ 413,813 $ — $ — 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 $ 165,964 $ 243,646 $ — |
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, 2022 December 31, 2021 December 31, 2022 December 31, 2021 Liabilities Current portion of notes payable $ 97 $ 90 $ 97 $ 90 Notes payable, net of current portion 536 633 536 633 Total liabilities $ 633 $ 723 $ 633 $ 723 |
Description of the Business (De
Description of the Business (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 639,556 | $ 400,080 |
Proceeds received from strategic partnerships amount | $ 180,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Apr. 09, 2021 | Apr. 30, 2021 class | Dec. 31, 2022 USD ($) financial_institution | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jan. 01, 2022 USD ($) | |
Class of Stock [Line Items] | ||||||
Stock split, conversion ratio | 1.5 | 1.5 | ||||
Number of classes of common stock authorized | class | 2 | |||||
Number of financial institutions where financial instruments are primarily held | financial_institution | 2 | |||||
Revenue | $ 39,843 | $ 10,178 | $ 3,962 | |||
Vesting period | 4 years | |||||
Expected dividend yield | 0% | |||||
Operating lease right-of-use assets | $ 33,255 | 0 | $ 32,900 | |||
Present value of lease liabilities | 50,372 | $ 47,800 | ||||
Grant revenue | ||||||
Class of Stock [Line Items] | ||||||
Revenue | $ 162 | $ 178 | $ 549 | |||
Common Stock (Class A and B) | ||||||
Class of Stock [Line Items] | ||||||
Stock split, conversion ratio | 1 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Net assets acquired based on fair values: | |||||
Goodwill | $ 801 | $ 801 | |||
Purchase of an intangible asset | $ 300 | $ 0 | $ 904 | ||
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% | ||||
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 118,307 | $ 83,462 | |
Less: Accumulated depreciation | (30,115) | (18,737) | |
Property and equipment, net | 88,192 | 64,725 | |
Depreciation | 11,400 | 8,800 | $ 4,200 |
Impairment of leasehold improvements | 2,800 | ||
Lab equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 47,524 | 33,076 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 41,872 | 13,936 | |
Office equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 20,164 | 20,005 | |
Property and equipment additions | 17,900 | ||
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 8,747 | $ 16,445 |
Supplemental Financial Inform_4
Supplemental Financial Information - Accruals (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Supplemental Financial Information [Abstract] | ||
Accrued compensation | $ 20,433 | $ 11,738 |
Accrued development expenses | 3,372 | 4,682 |
Accrued early discovery expenses | 3,192 | 2,114 |
Accrued construction | 591 | 4,665 |
Accrued professional fees | 151 | 1,793 |
Accrued other expenses | 5,165 | 7,341 |
Accrued expenses and other liabilities | $ 32,904 | $ 32,333 |
Supplemental Financial Inform_5
Supplemental Financial Information - Interest (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Supplemental Financial Information [Abstract] | |||
Interest expense | $ (55) | $ (2,952) | $ (1,360) |
Interest income | 6,254 | 73 | 336 |
Interest income (expense), net | $ 6,199 | $ (2,879) | $ (1,024) |
Investments - Type of Security
Investments - Type of Security (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized cost | $ 404,613 | $ 399,503 |
Gross unrealized gains | 0 | 3 |
Gross unrealized losses | 0 | (129) |
Fair values | 404,613 | 399,377 |
Money market funds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized cost | 404,613 | 155,731 |
Gross unrealized gains | 0 | 0 |
Gross unrealized losses | 0 | 0 |
Fair values | $ 404,613 | 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) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-sale [Line Items] | ||
Available for sale investments | $ 404,613 | $ 399,377 |
Cash and cash equivalents | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available for sale investments | 404,613 | 167,931 |
Investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available for sale investments | $ 0 | $ 231,446 |
Leases - Narrative (Details)
Leases - Narrative (Details) | 1 Months Ended | 12 Months Ended | ||||
May 31, 2022 USD ($) ft² | Feb. 28, 2021 USD ($) ft² | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jan. 01, 2022 USD ($) | |
Lessor, Lease, Description [Line Items] | ||||||
Operating lease, renewal term | 5 years | |||||
Decrease in operating lease right-of-use assets | $ 2,700,000 | |||||
Decrease in operating lease liabilities | 2,800,000 | |||||
Operating lease right-of-use assets | 33,255,000 | $ 0 | $ 32,900,000 | |||
Operating lease liability | 50,372,000 | $ 47,800,000 | ||||
Rent expense | $ 6,400,000 | $ 3,700,000 | ||||
Industry Lease | ||||||
Lessor, Lease, Description [Line Items] | ||||||
Operating lease, renewal term | 5 years | |||||
Square footage of leased space (in square feet) | ft² | 51,869 | |||||
Lease term | 5 years | |||||
Tenant improvement allowance | $ 2,100,000 | |||||
Expected fixed lease payments | $ 7,600,000 | |||||
Operating lease right-of-use assets | 0 | |||||
Operating lease liability | $ 0 | |||||
Toronto Lease | ||||||
Lessor, Lease, Description [Line Items] | ||||||
Operating lease, renewal term | 5 years | |||||
Square footage of leased space (in square feet) | ft² | 26,320 | |||||
Lease term | 10 years | |||||
Tenant improvement allowance | $ 1,500,000 | |||||
Expected fixed lease payments | $ 10,800,000 | |||||
Minimum | ||||||
Lessor, Lease, Description [Line Items] | ||||||
Remaining operating lease term | 1 year | |||||
Maximum | ||||||
Lessor, Lease, Description [Line Items] | ||||||
Remaining operating lease term | 10 years |
Leases - Components of Lease Co
Leases - Components of Lease Cost (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 7,793 |
Variable lease cost | 1,070 |
Lease cost | $ 8,863 |
Leases - Lease Term and Discoun
Leases - Lease Term and Discount Rates (Details) | Dec. 31, 2022 |
Leases [Abstract] | |
Weighted-average remaining lease term (years) | 7 years 7 months 6 days |
Weighted-average discount rate | 7.30% |
Leases - Maturities of Operatin
Leases - Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 |
Leases [Abstract] | ||
2023 | $ 9,500 | |
2024 | 8,438 | |
2025 | 8,622 | |
2026 | 8,873 | |
2027 | 9,131 | |
Thereafter | 23,896 | |
Total lease payments | 68,460 | |
Less: imputed interest | (18,088) | |
Present value of lease liabilities | $ 50,372 | $ 47,800 |
Leases - Future Minimum Payment
Leases - Future Minimum Payments Prior to ASC 842 Adoption (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Leases [Abstract] | |
2022 | $ 3,977 |
2023 | 7,053 |
2024 | 7,325 |
2025 | 7,513 |
2026 | 7,739 |
Thereafter | 26,448 |
Total minimum payments | $ 60,055 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Change in carrying amount of goodwill | $ 0 | $ 0 | |
Goodwill impairment | 0 | 0 | $ 0 |
Intangible Assets, Net | |||
Gross carrying amount | 1,211,000 | 911,000 | |
Accumulated Amortization | (809,000) | (430,000) | |
Net carrying amount | 402,000 | 481,000 | |
Indefinite-lived intangible asset | 904,000 | 904,000 | |
Intangible assets, gross | 2,115,000 | 1,815,000 | |
Intangible assets, net | 1,306,000 | 1,385,000 | |
Amortization expense | 379,000 | 304,000 | 126,000 |
Impairment of indefinite-lived intangible assets | $ 0 | $ 0 | $ 0 |
Notes Payable - Midcap Financia
Notes Payable - Midcap Financial (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jul. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2019 | |
Debt Instrument [Line Items] | |||||
Loss on debt extinguishment | $ 0 | $ 827 | $ 883 | ||
Midcap loan agreement, tranche 1 | Line of credit | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 11,900 | ||||
Repayments of debt | $ 12,700 | ||||
Midcap loan agreement | Line of credit | |||||
Debt Instrument [Line Items] | |||||
Loss on debt extinguishment | $ 996 |
Notes Payable - Convertible Not
Notes Payable - Convertible Notes (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Dec. 31, 2021 | 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 | $ 448,312 | |||
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 derivative | $ 484 |
Notes Payable - Notes Payable f
Notes Payable - Notes Payable for Tenant Improvement Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Notes payable | $ 97 | $ 90 | |
Notes payable | Station 41 lease | |||
Debt Instrument [Line Items] | |||
Proceeds from long-term debt | $ 992 | ||
Debt instrument, term | 10 years | ||
Debt Instrument, interest rate | 8% | ||
Notes payable | $ 633 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Loss contingency accrual | $ 0 | $ 0 |
Convertible Preferred Stock - N
Convertible Preferred Stock - Narrative (Details) - USD ($) | 12 Months Ended | ||||
Apr. 20, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Preferred Units [Line Items] | |||||
Convertible preferred stock, shares outstanding (in shares) | 0 | 0 | 112,088,065 | 75,189,517 | |
Convertible preferred stock, shares issued (in shares) | $ 0 | $ 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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred Units [Line Items] | ||||
Preferred shares authorized (in shares) | 121,434,713 | |||
Preferred shares issued (in shares) | 112,088,065 | |||
Preferred shares outstanding (in shares) | 0 | 0 | 112,088,065 | 75,189,517 |
Carrying Value | $ 0 | $ 0 | $ 448,312 | $ 201,109 |
Liquidation Preferences | $ 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) | 1 Months Ended | 12 Months Ended | ||||
Apr. 20, 2021 USD ($) $ / shares shares | Apr. 09, 2021 | Oct. 31, 2022 USD ($) $ / shares shares | Apr. 30, 2021 vote class | Dec. 31, 2022 USD ($) vote | Dec. 31, 2021 USD ($) | |
Class of Stock [Line Items] | ||||||
Dividends declared | $ 0 | $ 0 | ||||
Percent of aggregate purchase price paid by the holder due if agreement is broken | 1% | |||||
Registration rights agreement, accrued liability | $ 0 | |||||
Stock split, conversion ratio | 1.5 | 1.5 | ||||
Number of classes of common stock authorized | class | 2 | |||||
Common stock, conversion ratio | 1 | |||||
Christopher Gibson and his affiliates | ||||||
Class of Stock [Line Items] | ||||||
Affiliated holders, ownership percentage | 0.32 | |||||
Affiliated holders, potential ownership percentage when outstanding equity awards vest | 0.33 | |||||
IPO | ||||||
Class of Stock [Line Items] | ||||||
Number of shares issued in transaction (in shares) | shares | 27,878,787 | |||||
Price per share (in dollars per share) | $ / shares | $ 18 | |||||
Consideration received from transaction | $ 462,400,000 | |||||
Stock issuance costs | 35,100,000 | |||||
IPO, expenses costs | $ 4,300,000 | |||||
Shares issued in the period, upon conversion (in shares) | shares | 115,598,018 | |||||
Class A | ||||||
Class of Stock [Line Items] | ||||||
Vote per share of common stock (in votes) | vote | 1 | 1 | ||||
Class A | Private Placement | ||||||
Class of Stock [Line Items] | ||||||
Number of shares issued in transaction (in shares) | shares | 15,336,734 | |||||
Price per share (in dollars per share) | $ / shares | $ 9.80 | |||||
Consideration received from transaction | $ 143,700,000 | |||||
Stock issuance costs | $ 6,600,000 | |||||
Class B | ||||||
Class of Stock [Line Items] | ||||||
Vote per share of common stock (in votes) | vote | 10 | 10 |
Collaborative Development Con_2
Collaborative Development Contracts (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Jan. 31, 2022 USD ($) performance_obligation program phenomap | Oct. 31, 2020 USD ($) | Aug. 31, 2020 USD ($) project performance_obligation | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Revenue | $ 39,843 | $ 10,178 | $ 3,962 | |||
Unearned revenue | $ 56,726 | $ 10,000 | ||||
Two Customers | Revenue Benchmark | Customer Concentration Risk | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Concentration risk, percentage | 100% | |||||
One Customer | Revenue Benchmark | Customer Concentration Risk | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Concentration risk, percentage | 100% | 100% | ||||
Collaborative arrangement | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Revenue | $ 39,700 | $ 10,000 | $ 3,300 | |||
Unearned revenue | $ 10,000 | |||||
Roche and Genentech | Collaborative arrangement | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Remaining unearned revenue | $ 150,000 | 150,000 | ||||
Number of performance obligations under the agreement | performance_obligation | 3 | |||||
Remaining performance obligation revenue | $ 150,000 | |||||
Unearned revenue | $ 8,100 | |||||
Roche and Genentech | Collaborative arrangement | Phenomaps Creation | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Research project, fees and milestones payments receivable for an option on a lead series | $ 250,000 | |||||
Number of eligible phenomaps | phenomap | 16 | |||||
Roche and Genentech | Collaborative arrangement | Phenomaps Raw Images | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Research project, fees and milestones payments receivable for an option on a lead series | $ 250,000 | |||||
Number of eligible phenomaps | phenomap | 12 | |||||
Roche and Genentech | Collaborative arrangement | Developed And Commercialized Programs | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Research project, fees and milestones payments receivable for an option on a lead series | $ 300,000 | |||||
Number of projects that may be initiated | program | 40 | |||||
Roche and Genentech | Collaborative arrangement | Gastrointestinal Cancer | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Number of performance obligations under the agreement | performance_obligation | 1 | |||||
Roche and Genentech | Collaborative arrangement | Neuroscience | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Number of performance obligations under the agreement | performance_obligation | 2 | |||||
Bayer AG | Collaborative arrangement | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Research project, fees and milestones payments receivable for an option on a lead series | $ 100,000 | |||||
Number of projects that may be initiated | project | 10 | |||||
Number of performance obligations under the agreement | performance_obligation | 1 | |||||
Remaining performance obligation revenue | $ 30,000 | |||||
Collaborative agreement, term | 5 years | |||||
Non-refundable upfront payment received | 30,000 | |||||
Research project, fees and milestones payments receivable for an option on a development candidate | $ 120,000 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Apr. 30, 2021 | Feb. 28, 2021 | Mar. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
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) | $ 6.57 | $ 7.66 | $ 1.50 | |||
Options, granted in period (in shares) | 2,483,336 | |||||
Share-based payment arrangement, expense | $ 26,872,000 | $ 13,830,000 | $ 3,836,000 | |||
Unvested stock options, unamortized stock-based compensation cost | $ 29,100,000 | |||||
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 | $ 165,000 | 1,700,000 | $ 0 | |||
Restricted stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unvested stock options, unamortized stock-based compensation cost, weighted average period recognition | 3 years | |||||
Fair market value of vested shares | $ 10,100,000 | |||||
Unrecognized compensation cost | $ 49,900,000 | |||||
Granted (in shares) | 7,746,249 | |||||
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 | $ 1,000,000 | $ 731,000 | ||||
Unvested stock options, unamortized stock-based compensation cost, weighted average period recognition | 5 months | |||||
Granted (in shares) | 525,628 | |||||
Unrecognized compensation cost | $ 714,000 | |||||
2021 Equity Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock, capital shares reserved for future issuance (in shares) | 16,186,000 | |||||
Number of shares available for grant (in shares) | 14,912,815 | |||||
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% |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock-based Compensation Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based payment arrangement, expense | $ 26,872 | $ 13,830 | $ 3,836 |
Cost of revenue | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based payment arrangement, expense | 2,755 | 0 | 0 |
Research and development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based payment arrangement, expense | 10,065 | 4,841 | 1,777 |
General and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based payment arrangement, expense | $ 14,052 | $ 8,989 | $ 2,059 |
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, 2022 | Dec. 31, 2021 | |
Shares | ||
Options, outstanding, number at beginning of period (in shares) | 19,191,714 | |
Granted (in shares) | 2,483,336 | |
Cancelled (in shares) | (1,494,036) | |
Exercised (in shares) | (4,026,090) | |
Options, outstanding, number at end of period (in shares) | 16,154,924 | 19,191,714 |
Exercisable, (in shares) | 8,745,444 | |
Weighted-Average Exercise Price | ||
Options, outstanding, at beginning of period (in dollars per share) | $ 3.78 | |
Granted (in dollars per share) | 11.10 | |
Cancelled (in dollars per share) | 6.15 | |
Exercised (in dollars per share) | 2.11 | |
Options, outstanding, at end of period (in dollars per share) | 5.10 | $ 3.78 |
Exercisable (in dollars per share) | $ 3.66 | |
Options, outstanding, weighted average remaining contractual life | 7 years 6 months | 8 years 1 month 6 days |
Options, exercisable, weighted average remaining contractual life | 6 years 8 months 12 days | |
Options, outstanding, intrinsic value | $ 67,997 | $ 260,867 |
Exercise, intrinsic value | 28,018 | |
Exercisable, intrinsic value | $ 45,401 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Share-based Payment Award, Stock Options, Valuation Assumption (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend yield | 0% | ||
Stock based compensation | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 6 years 2 months 12 days | 6 years 3 months 18 days | 6 years 2 months 12 days |
Expected volatility | 63% | 65% | 67% |
Expected dividend yield | 0% | 0% | 0% |
Risk-free interest rate | 1.90% | 1.10% | 1% |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of RSU Activity (Details) - Restricted stock | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Stock units | |
Beginning balance, outstanding (in shares) | shares | 478,136 |
Granted (in shares) | shares | 7,746,249 |
Vested (in shares) | shares | (896,555) |
Forfeited (in shares) | shares | (433,305) |
Ending balance, outstanding (in shares) | shares | 6,894,525 |
Weighted-average grant date fair value | |
Beginning balance, outstanding Weighted average grant date fair value (in dollars per share) | $ / shares | $ 23.40 |
Granted (in dollars per share) | $ / shares | 7.46 |
Vested (in dollars per share) | $ / shares | 4.32 |
Forfeited (in shares) | $ / shares | 9.18 |
Ending balance, outstanding Weighted average grant date fair value (in dollars per share) | $ / shares | $ 8.17 |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of Share-based Payment, Award, ESPP, Valuation Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected dividend yield | 0% | |
Employee stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 6 months | 6 months |
Expected volatility | 66% | 61% |
Expected dividend yield | 0% | 0% |
Risk-free interest rate | 3% | 0.10% |
Stock-Based Compensation - Warr
Stock-Based Compensation - Warrants (Details) - $ / shares | 1 Months Ended | ||
Jan. 31, 2020 | Dec. 31, 2022 | Jul. 31, 2018 | |
2016 Warrants | |||
Warrants Arrangements [Line Items] | |||
Warrants outstanding (in shares) | 112,647 | ||
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 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value of warrants at beginning of period | $ 125 | $ 128 |
Increase (decrease) in fair value of warrants | 2,215 | (3) |
Recorded in equity upon exercise | (2,340) | |
Fair value of warrants at end of period | $ 0 | $ 125 |
Employee benefit plans (Details
Employee benefit plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |||
Employee benefit plan, percentage of maximum annual contributions per employee | 4% | ||
Employee benefit plan, percentage of matching contribution | 100% | ||
Employee benefit plan, employer matching contribution, percentage of employees' gross pay | 4% | ||
Employee benefit plan, employer expenses | $ 3.6 | $ 2.1 | $ 1.1 |
Income Taxes - Income Tax Provi
Income Taxes - Income Tax Provision Components (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Federal | $ 61,225 | $ 47,138 | $ 20,707 |
State | 3,188 | (684) | 947 |
Foreign | 471 | 149 | 0 |
Change in valuation allowance | (64,884) | (46,603) | (21,654) |
Total | $ 0 | $ 0 | $ 0 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Effective tax rate | 0% | 0% | 0% |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Statutory tax rate | 21% | 21% | 21% |
R&D credit generation | 3.70% | 3.20% | 3.30% |
Orphan drug credit generation | 1.10% | 1.10% | 1% |
Stock based compensation | 0.80% | 0.60% | (0.50%) |
Uncertain tax positions | (0.30%) | (0.40%) | (0.40%) |
Other non-deductible expenses | (0.80%) | (0.20%) | (0.60%) |
Change in valuation allowance | (25.50%) | (25.30%) | (23.80%) |
Effective tax rate | 0% | 0% | 0% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets | ||
Net operating loss carryforwards | $ 89,951 | $ 76,954 |
Research and development capitalization | 39,095 | 0 |
Tax credit carryforwards | 30,965 | 16,742 |
Lease liabilities | 11,442 | 0 |
Reserves and accruals | 3,622 | 5,922 |
Stock-based compensation | 2,231 | 1,732 |
Definite lived intangibles | 969 | 1,005 |
Deferred rent | 0 | 3,132 |
Other | 433 | 426 |
Gross deferred tax assets | 178,708 | 105,913 |
Valuation allowance | (166,775) | (102,041) |
Net deferred tax asset | 11,933 | 3,872 |
Deferred tax liabilities | ||
Right-of-use assets | (9,416) | 0 |
Depreciable assets | (1,951) | (2,089) |
Tenant allowance receivable | (566) | (1,783) |
Deferred tax liabilities | (11,933) | (3,872) |
Net deferred tax asset | $ 0 | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Contingency [Line Items] | ||
Valuation allowance | $ 166,775,000 | $ 102,041,000 |
Change in valuation allowance | 64,700,000 | 46,600,000 |
Reserve for tax credit carryforwards | 2,800,000 | 1,900,000 |
Orphan Drug credit carryforward | ||
Income Tax Contingency [Line Items] | ||
Tax credit carryforwards | 6,800,000 | 3,800,000 |
Federal | ||
Income Tax Contingency [Line Items] | ||
Operating loss carryforwards | 414,400,000 | 353,100,000 |
Operating loss carryforwards subject to expiration | 18,600,000 | |
Operating loss carryforwards not subject to expiration | 395,800,000 | |
Federal | Research tax credit carryforward | ||
Income Tax Contingency [Line Items] | ||
Tax credit carryforwards | 21,300,000 | 12,700,000 |
State and local | ||
Income Tax Contingency [Line Items] | ||
Operating loss carryforwards | 61,500,000 | 63,000,000 |
Operating loss carryforwards subject to expiration | 5,300,000 | |
Operating loss carryforwards not subject to expiration | 56,200,000 | |
State and local | Research tax credit carryforward | ||
Income Tax Contingency [Line Items] | ||
Tax credit carryforwards | 5,600,000 | $ 2,200,000 |
Foreign Tax Authority | ||
Income Tax Contingency [Line Items] | ||
Operating loss carryforwards | $ 1,400,000 |
Net Loss Per Share - Narrative
Net Loss Per Share - Narrative (Details) | Dec. 31, 2020 class |
Earnings Per Share [Abstract] | |
Number of classes of common stock outstanding | 1 |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | |||
Undistributed earnings, diluted | $ (228,270) | $ (172,399) | |
Denominator: | |||
Weighted average common shares outstanding, basic (in shares) | 175,537,487 | 125,348,110 | 21,781,386 |
Weighted average common shares outstanding, diluted (in shares) | 175,537,487 | 125,348,110 | 21,781,386 |
Net loss per share, basic (in dollars per shares) | $ (1.36) | $ (1.49) | $ (3.99) |
Net loss per share, diluted (in dollars per shares) | $ (1.36) | $ (1.49) | $ (3.99) |
Net loss | $ (239,476) | $ (186,479) | $ (87,006) |
Class A | |||
Numerator: | |||
Undistributed earnings, basic | $ (228,270) | $ (172,399) | |
Denominator: | |||
Weighted average common shares outstanding, basic (in shares) | 167,323,062 | 115,883,920 | |
Weighted average common shares outstanding, diluted (in shares) | 167,323,062 | 115,883,920 | |
Net loss per share, basic (in dollars per shares) | $ (1.36) | $ (1.49) | |
Net loss per share, diluted (in dollars per shares) | $ (1.36) | $ (1.49) | |
Class B | |||
Numerator: | |||
Undistributed earnings, basic | $ (11,206) | $ (14,080) | |
Undistributed earnings, diluted | $ (11,206) | $ (14,080) | |
Denominator: | |||
Weighted average common shares outstanding, basic (in shares) | 8,214,425 | 9,464,190 | |
Weighted average common shares outstanding, diluted (in shares) | 8,214,425 | 9,464,190 | |
Net loss per share, basic (in dollars per shares) | $ (1.36) | $ (1.49) | |
Net loss per share, diluted (in dollars per shares) | $ (1.36) | $ (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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of loss per share, amount (in shares) | 10,966,651 | 50,148,845 | 94,438,417 |
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) | 0 | 34,615,890 | 90,684,675 |
Stock based compensation | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of loss per share, amount (in shares) | 10,966,651 | 15,381,210 | 3,636,400 |
Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of loss per share, amount (in shares) | 0 | 151,745 | 117,342 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Restricted cash | $ 9,200 | $ 10,233 |
Total assets | 413,813 | 409,610 |
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 | 404,613 | 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 | 9,200 | 10,233 |
Total assets | 413,813 | 165,964 |
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 | 404,613 | 155,731 |
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 | 0 | 243,646 |
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 | 0 | 0 |
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 |
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 | 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, 2022 | Dec. 31, 2021 |
Book values | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Total liabilities | $ 633 | $ 723 |
Book values | Notes payable | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Current portion of notes payable | 97 | 90 |
Notes payable, net of current portion | 536 | 633 |
Fair values | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Total liabilities | 633 | 723 |
Fair values | Notes payable | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Current portion of notes payable | 97 | 90 |
Notes payable, net of current portion | $ 536 | $ 633 |