Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 11, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | COGENT BIOSCIENCES, INC. | ||
Entity Central Index Key | 0001622229 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
Entity Common Stock, Shares Outstanding | 45,813,667 | ||
Entity Public Float | $ 310.5 | ||
Entity Shell Company | false | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity File Number | 001-38443 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 46-5308248 | ||
Entity Address, Address Line One | 200 Cambridge Park Drive | ||
Entity Address, Address Line Two | Suite 2500 | ||
Entity Address, City or Town | Cambridge | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 02140 | ||
City Area Code | (617) | ||
Local Phone Number | 945-5576 | ||
Title of 12(b) Security | Common Stock, $0.001 Par Value | ||
Trading Symbol | COGT | ||
Security Exchange Name | NASDAQ | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Name | PricewaterhouseCoopers LLP | ||
Auditor Location | Boston, Massachusetts | ||
Auditor Firm ID | 238 | ||
Documents Incorporated by Reference | The information required by Part III of this report, to the extent not set forth herein, is incorporated herein by reference from our definitive proxy statement relating to the 2022 Annual Meeting of Stockholders, which definitive proxy statement shall be filed with the Securities and Exchange Commission within 120 days after the end of the annual period to which this report relates. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 219,684 | $ 242,190 |
Prepaid expenses and other current assets | 2,949 | 2,722 |
Total current assets | 222,633 | 244,912 |
Operating lease, right-of-use asset | 2,771 | 4,615 |
Property and equipment, net | 1,706 | 134 |
Restricted cash | 1,255 | 1,255 |
Other assets | 3,727 | |
Total assets | 232,092 | 250,916 |
Current liabilities: | ||
Accounts payable | 3,483 | 732 |
Accrued expenses and other current liabilities | 8,210 | 4,779 |
CVR liability (Note 3) | 3,060 | 5,531 |
Operating lease liability | 2,324 | 2,052 |
Total current liabilities | 17,077 | 13,094 |
Operating lease liability, net of current portion | 831 | 3,155 |
Total liabilities | 17,908 | 16,249 |
Commitments and contingencies (Note 11) | ||
Stockholders’ equity: | ||
Preferred stock, value | ||
Common stock, $0.001 par value; 150,000,000 shares authorized; 43,805,922 shares and 32,347,905 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively | 44 | 32 |
Additional paid-in capital | 399,713 | 322,454 |
Accumulated deficit | (270,973) | (198,700) |
Total stockholders’ equity | 214,184 | 234,667 |
Total liabilities and stockholders’ equity | 232,092 | 250,916 |
Series A Convertible Preferred Stock [Member] | ||
Stockholders’ equity: | ||
Preferred stock, value | $ 85,400 | $ 110,881 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 9,000,000 | 9,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, Par value | $ 0.001 | $ 0.001 |
Common stock, Shares authorized | 150,000,000 | 150,000,000 |
Common stock, Shares issued | 43,805,922 | 32,347,905 |
Common stock, Shares outstanding | 43,805,922 | 32,347,905 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 103,289 | 132,244 |
Preferred stock, shares outstanding | 103,289 | 132,244 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Collaboration revenue | $ 7,871 | |
Operating expenses: | ||
Research and development | $ 55,913 | 25,738 |
General and administrative | 19,638 | 17,422 |
Acquired in-process research and development | 46,910 | |
Total operating expenses | 75,551 | 90,070 |
Loss from operations | (75,551) | (82,199) |
Other income (expense): | ||
Interest income | 467 | 144 |
Gain on disposal of long-lived assets | 7,493 | |
Other income | 2,468 | 779 |
Change in fair value of CVR liability | 343 | (1,025) |
Total other income, net | 3,278 | 7,391 |
Net loss and comprehensive loss | (72,273) | (74,808) |
Net loss attributable to common shareholders | $ (72,273) | $ (179,208) |
Net loss per share attributable to common stockholders, basic and diluted | $ (1.87) | $ (16.17) |
Weighted average common shares outstanding, basic and diluted | 38,730,813 | 11,081,257 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Underwritten Public Offering [Member] | ATM [Member] | LPC [Member] | KIQ Acquisition [Member] | Preferred Stock [Member]Series A Non-Voting Convertible Preferred Stock [Member] | Preferred Stock [Member]Series A Non-Voting Convertible Preferred Stock [Member]KIQ Acquisition [Member] | Common Stock [Member] | Common Stock [Member]Underwritten Public Offering [Member] | Common Stock [Member]ATM [Member] | Common Stock [Member]LPC [Member] | Common Stock [Member]KIQ Acquisition [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Underwritten Public Offering [Member] | Additional Paid-in Capital [Member]ATM [Member] | Additional Paid-in Capital [Member]LPC [Member] | Additional Paid-in Capital [Member]KIQ Acquisition [Member] | Accumulated Deficit [Member] |
Beginning Balances at Dec. 31, 2019 | $ 31,762 | $ 8 | $ 155,646 | $ (123,892) | ||||||||||||||
Beginning Balances, Shares at Dec. 31, 2019 | 7,665,763 | |||||||||||||||||
Conversion of preferred stock into common stock | $ (27,351) | $ 7 | 27,344 | |||||||||||||||
Conversion of preferred stock into common stock, Shares | (31,081) | 7,770,250 | ||||||||||||||||
Issuance of common stock upon exercise of stock options | 512 | 512 | ||||||||||||||||
Issuance of common stock upon exercise of stock options, Shares | 384,125 | |||||||||||||||||
Issuance of common stock under Employee Stock Purchase Plan | 48 | 48 | ||||||||||||||||
Issuance of common stock under Employee Stock Purchase Plan, shares | 22,545 | |||||||||||||||||
Issuance of common stock as a commitment fee | $ 262 | $ 262 | ||||||||||||||||
Issuance of common stock as a commitment fee, Shares | 181,595 | |||||||||||||||||
Issuance of common stock upon RSU vesting, Shares | 56,933 | |||||||||||||||||
Issuance of common stock | $ 25,000 | $ 2 | $ 24,998 | |||||||||||||||
Issuance of common stock, Shares | 2,412,870 | |||||||||||||||||
Issuance of common stock, net of issuance costs | $ 107,730 | $ 12 | $ 107,718 | |||||||||||||||
Issuance of common stock, net of issuance costs, Shares | 11,794,872 | |||||||||||||||||
Issuance of non-voting preferred stock and common stock in connection with the Kiq acquisition | $ 44,813 | $ 39,325 | $ 2 | $ 5,486 | ||||||||||||||
Issuance of Series A non-voting preferred stock and common stock in connection with the Kiq acquisition, Shares | 44,687 | 1,558,975 | ||||||||||||||||
Issuance preferred stock, net of issuance costs | 98,907 | $ 98,907 | ||||||||||||||||
Issuance of preferred stock, net of issuance costs, Shares | 118,638 | |||||||||||||||||
Issuance of common stock to settle CVR liability | 6,944 | $ 1 | 6,943 | |||||||||||||||
Issuance of common stock to settle CVR liability, Shares | 707,938 | |||||||||||||||||
Acquisition and retirement of treasury stock | (808) | (808) | ||||||||||||||||
Acquisition and retirement of treasury stock, shares | (207,961) | |||||||||||||||||
Dividend payable to common stockholders | (11,450) | (11,450) | ||||||||||||||||
Discount on Series A non-voting preferred stock related to beneficial conversion feature | $ (104,400) | 104,400 | ||||||||||||||||
Recognition of beneficial conversion feature upon shareholder approval of conversion | 104,400 | (104,400) | ||||||||||||||||
Stock-based compensation expense | 5,755 | 5,755 | ||||||||||||||||
Net loss | (74,808) | (74,808) | ||||||||||||||||
Ending Balances at Dec. 31, 2020 | 234,667 | $ 110,881 | $ 32 | 322,454 | (198,700) | |||||||||||||
Ending Balances, Shares at Dec. 31, 2020 | 132,244 | 32,347,905 | ||||||||||||||||
Conversion of preferred stock into common stock | $ (25,481) | $ 8 | 25,473 | |||||||||||||||
Conversion of preferred stock into common stock, Shares | (28,955) | 7,238,750 | ||||||||||||||||
Issuance of common stock for services | 260 | 260 | ||||||||||||||||
Issuance of common stock for services, Shares | 31,683 | |||||||||||||||||
Issuance of common stock upon exercise of stock options | 24 | 24 | ||||||||||||||||
Issuance of common stock upon exercise of stock options, Shares | 15,758 | |||||||||||||||||
Issuance of common stock under Employee Stock Purchase Plan | 31 | 31 | ||||||||||||||||
Issuance of common stock under Employee Stock Purchase Plan, shares | 4,497 | |||||||||||||||||
Issuance of common stock, net of issuance costs | $ 38,006 | $ 4 | $ 38,002 | |||||||||||||||
Issuance of common stock, net of issuance costs, Shares | 3,954,900 | |||||||||||||||||
Issuance of common stock to settle CVR liability | 2,043 | 2,043 | ||||||||||||||||
Issuance of common stock to settle CVR liability, Shares | 212,429 | |||||||||||||||||
Stock-based compensation expense | 11,426 | 11,426 | ||||||||||||||||
Net loss | (72,273) | (72,273) | ||||||||||||||||
Ending Balances at Dec. 31, 2021 | $ 214,184 | $ 85,400 | $ 44 | $ 399,713 | $ (270,973) | |||||||||||||
Ending Balances, Shares at Dec. 31, 2021 | 103,289 | 43,805,922 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Underwritten Public Offering [Member] | |
Issuance cost | $ 7,271 |
Series A Non-Voting Preferred Stock [Member] | |
Issuance cost | $ 5,493 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (72,273) | $ (74,808) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 147 | 720 |
Stock-based compensation expense | 11,686 | 6,017 |
Noncash consideration received from a customer | (808) | |
Noncash portion of acquired in-process research and development | 44,813 | |
Gain on disposal of long-lived assets | (7,493) | |
Change in fair value of CVR liability | (343) | 1,025 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 2,000 | |
Prepaid expenses and other current assets | (227) | (1,470) |
Operating lease, right-of-use asset | 1,844 | 670 |
Other assets | (3,727) | 427 |
Accounts payable | 2,751 | (2,451) |
Accrued expenses and other current liabilities | 3,431 | (2,352) |
Operating lease liability | (2,052) | (825) |
Deferred revenue | (1,315) | |
Net cash used in operating activities | (58,763) | (35,850) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (1,719) | |
Proceeds from sale of property and equipment | 320 | |
Proceeds from sale of BOXR Platform assets | 8,100 | |
Net cash (used in) provided by investing activities | (1,719) | 8,420 |
Cash flows from financing activities: | ||
Proceeds from the issuance of Series A non-voting convertible preferred stock, net of issuance costs of $5,493 | 98,907 | |
Proceeds from issuance of common stock to LPC | 25,000 | |
Proceeds from issuance of common stock under ATM, net of issuance costs of $1,229 | 38,006 | |
Proceeds from issuance of common stock in underwritten public offering, net of offering costs of $7,271 | 107,729 | |
Proceeds from issuance of common stock upon stock option exercises | 24 | 512 |
Proceeds from issuance of stock from employee stock purchase plan | 31 | 48 |
Payments to CVR Holders | (85) | |
Net cash provided by financing activities | 37,976 | 232,196 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (22,506) | 204,766 |
Cash, cash equivalents and restricted cash at beginning of period | 243,445 | 38,679 |
Cash, cash equivalents and restricted cash at end of period | 220,939 | 243,445 |
Supplemental disclosure of noncash investing and financing information: | ||
Conversion of Series A non-voting convertible preferred stock into common stock | 25,481 | 27,351 |
Issuance of common shares in partial settlement of CVR liability | $ 2,043 | $ 6,944 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Series A Non-Voting Preferred Stock [Member] | ||
Issuance cost | $ 5,493 | $ 5,493 |
ATM [Member] | ||
Issuance cost | 1,229 | 1,229 |
Common Stock Underwritten Public Offering [Member] | ||
Issuance cost | $ 7,271 | $ 7,271 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of the Business and Basis of Presentation | 1. Nature of the Business and Basis of Presentation Cogent Biosciences, Inc. (“Cogent” or the “Company”) is a biotechnology company focused on developing precision therapies for genetically defined diseases. Cogent’s approach is to design rational precision therapies that treat the underlying cause of disease and improve the lives of patients. Cogent’s most advanced program is bezuclastinib, also known as CGT9486, a highly selective tyrosine kinase inhibitor designed to potently inhibit the KIT D816V mutation as well as other mutations in KIT exon 17. In the vast majority of cases, KIT D816V is responsible for driving Systemic Mastocytosis (“SM”), a serious disease caused by unchecked proliferation of mast cells. Exon 17 mutations are also found in patients with advanced gastrointestinal stromal tumors (“GIST”), a type of cancer with strong dependence on oncogenic KIT signaling. Bezuclastinib is a highly selective and potent KIT inhibitor with the potential to provide a new treatment option for these patient populations. In addition to bezuclastinib, the Company’s research team is developing a portfolio of novel targeted therapies to help patients fighting serious, genetically driven diseases. The Company was incorporated in March 2014 under the laws of the State of Delaware. On October 2, 2020 the Company filed an amendment to its certificate of incorporation to change its name from Unum Therapeutics Inc. to Cogent Biosciences, Inc. The name change became effective on October 6, 2020. In connection with the name change, the Company’s common stock began trading under the ticker symbol “COGT” and the new CUSIP for the Company’s common stock is 19240Q 201. On July 6, 2020, the Company completed its asset acquisition of Kiq Bio LLC (“Kiq”) (the “Kiq Acquisition”), in accordance with the terms of the Agreement and Plan of Merger (the “Merger Agreement”), signed and closed on July 6, 2020. Under the terms of the Merger Agreement, at the closing of the Merger, the Company issued the securityholders of Kiq 1,558,975 shares of common stock and 44,687 shares of Series A Preferred Stock. On July 9, 2020, the Company completed a Private Investment in Public Equity (“PIPE”) of 118,638 Series A Non-Voting Convertible Preferred Stock to new and existing investors in exchange for gross proceeds of $104.4 million, or net proceeds of $98.9 million, after deducting commissions and offering costs. On August 28, 2020, the Company sold its assets, rights and interests relating to its Bolt-on Chimeric Receptor (“BOXR”) technology and Autologous Cell Therapy Industrial Automation (“ACTIA”) technology (collectively, the “BOXR Platform”), to Sotio LLC (“Sotio”) (the “BOXR Platform Transaction”), pursuant to an asset purchase agreement by and among the Company, Sotio and Sotio NV as Guarantor (the “BOXR Platform Purchase Agreement”). Pursuant to the BOXR Platform Purchase Agreement, Sotio has agreed to pay the Company total cash consideration of up to $11.5 million, consisting of an upfront payment of $8.1 on the Closing Date and potential milestone payments of up to $3.4 million in the aggregate upon the achievement of certain milestones related to the issuance of Specified Claims (as described in the BOXR Platform Purchase Agreement) by the U.S. Patent and Trademark Office and the European Patent Office. No amounts related to the potential future milestone payments to be received from Sotio have been recognized as of December 31, 2021. On December 4, 2020, the Company completed an underwritten public offering of 11,794,872 shares of its common stock at a public offering price of $9.75 per share. This included the exercise in full by the underwriters of their 30-day option to purchase up to 1,538,461 additional shares of common stock. The net proceeds from the offering were approximately $107.7 million, after deducting the underwriting discounts and commissions of $6.9 million and offering expenses of $0.4 million. On February 8, 2021, the Company filed a shelf registration statement on Form S-3 with the SEC. The shelf registration statement allows the Company to sell from time-to-time up to $200.0 million of common stock, preferred stock, debt securities, warrants or units comprised of any combination of these securities, for its own account in one or more offerings. The terms of any offering under the shelf registration statement will be established at the time of such offering and will be described in a prospectus supplement filed with the SEC prior to the completion of any such offering. Additionally, on February 8, 2021, pursuant to the Form S-3, the Company entered into a Sales Agreement (the “Sales Agreement”) with SVB Leerink LLC (“SVB Leerink”), pursuant to which the Company may issue and sell, from time to time, shares of its common stock having an aggregate offering price of up to $75.0 million through SVB Leerink as the sales agent. As of December 31, 2021, the Company sold 3,954,900 shares of common stock under the Sales Agreement with offering prices ranging between $9.25 and $10.30 per share for net proceeds of approximately $38.0 million. The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, the impact of COVID-19, compliance with government regulations and the ability to secure additional capital to fund operations. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure and extensive compliance-reporting capabilities. Even if the Company’s drug development efforts are successful, it is uncertain when, if ever, the Company will realize revenue from product sales. The accompanying consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. The Company has incurred recurring losses since inception, including a net loss of $72.3 million for the year ended December 31, 2021. As of December 31, 2021, the Company had an accumulated deficit of $271.0 million. The Company expects to continue to generate operating losses in the foreseeable future. As of the issuance date of the consolidated financial statements, the Company expects that its cash and cash equivalents will be sufficient to fund its operating expenses and capital expenditure requirements for at least the next 12 months from issuance of the consolidated financial statements. The Company expects that it will continue to incur significant expenses in connection with its ongoing business activities. The Company will need to seek additional funding through equity offerings, debt financings, collaborations, licensing arrangements and other marketing and distribution arrangements, partnerships, joint ventures, combinations or divestitures of one or more of its assets or businesses. The Company may not be able to obtain financing on acceptable terms, or at all, and the Company may not be able to enter into collaborative arrangements or divest its assets. The terms of any financing may adversely affect the holdings or the rights of the Company’s stockholders. Arrangements with collaborators or others may require the Company to relinquish rights to certain of its technologies or product candidates. If the Company is unable to obtain funding, the Company could be forced to delay, reduce or eliminate its research and development programs or commercialization efforts, which could adversely affect its business prospects, or the Company may be unable to continue operations. The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements include those of the Company and its wholly-owned subsidiaries, Mono, Inc. and Kiq Bio LLC. All intercompany balances and transactions have been eliminated. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the accrual of research and development expenses, the valuation of the CVR liability and the valuation of stock-based awards. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, as there are changes in circumstances, facts and experience. Actual results may differ from those estimates or assumptions. Risks and Uncertainties Impact of the COVID-19 Coronavirus The Company is subject to risks and uncertainties as a result of the COVID-19 pandemic. The impact of the pandemic has been and will likely continue to be extensive in many aspects of society, which has resulted in and will likely continue to result in significant disruptions to the global economy, as well as businesses and capital markets around the world. The spread of COVID-19 has caused the Company to modify its business practices, including implementing a work-from-home policy for all employees who are able to perform their duties remotely and restricting all nonessential travel, and it expects to continue to take actions as may be required or recommended by government authorities or as the Company determines are in the best interests of its employees, the patients it serves and other business partners in light of COVID-19. Potential impacts to the Company’s business include temporary closures of its facilities or those of its vendors, disruptions or restrictions on its employees’ ability to travel, disruptions to or delays in ongoing laboratory experiments and operations, the potential diversion of healthcare resources away from the conduct of clinical trials to focus on pandemic concerns, and its ability to raise capital. As of December 31, 2021, there have been no material impacts to the Company. As the impact of COVID-19 continues to unfold, the Company will make continual assessments of the situation, as the extent to which the COVID-19 pandemic may materially impact the Company’s financial condition, liquidity or results of operations in the future is uncertain. Concentrations of Credit Risk and of Significant Suppliers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents. Periodically, the Company maintains deposits in accredited financial institutions in excess of federally insured limits. The Company maintains most of its cash and cash equivalents at two accredited financial institutions. The Company has not experienced any losses on such accounts does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. Such deposits have and will continue to exceed federally insured limits. The Company is dependent on third-party vendors for its product candidates. In particular, the Company relies, and expects to continue to rely, on a small number of vendors to manufacture supplies and process its product candidates for its development programs. These programs could be adversely affected by a significant interruption in the manufacturing process. Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. Restricted Cash Restricted cash consists of security deposits in separate restricted bank accounts as required under the terms of the Company’s lease agreement for its Corporate Office in Cambridge, Massachusetts. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization expense is recognized using the straight-line method over the estimated useful life of each asset as follows: Estimated Useful Life Laboratory equipment 5 years Computer equipment and software 3 years Furniture and fixtures 5 years Leasehold improvements Shorter of life of lease or 10 years Costs for capital assets not yet placed into service are capitalized as construction-in-progress and depreciated in accordance with the above guidelines once placed into service. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is included in loss from operations. Expenditures for repairs and maintenance are charged to expense as incurred. Impairment of Long-Lived Assets Long-lived assets consist of property and equipment. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset group for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset group to its carrying value. An impairment loss would be recognized in loss from operations when estimated undiscounted future cash flows expected to result from the use of an asset group are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset group over its fair value. The Company did not record any impairment losses on long-lived assets during the years ended December 31, 2021 or 2020. Fair Value Measurements Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The Company’s cash equivalents are carried at fair value, determined according to the fair value hierarchy described above (see Note 3). The carrying values of the Company’s accounts payable and accrued expenses approximate their fair values due to the short-term nature of these liabilities. Convertible Preferred Stock The Company records shares of non-voting convertible preferred stock at their respective fair values on the dates of issuance, net of issuance costs. The Company applied the guidance in ASC 480-10-S99-3A, SEC Staff Announcement: Classification and Measurement of Redeemable Securities, and at issuance classified the Series A Preferred Stock outside of shareholders’ equity (deficit) because, if conversion to common stock was not approved by the shareholders, the Series A Preferred Stock would be redeemable at the option of the holders for cash equal to the closing price of the common stock on last trading day prior to the holder’s redemption request. On November 6, 2020, the shareholders approved the conversion of the Series A preferred stock into common stock and as such, since the Series A Preferred Stock was no longer redeemable at the option of the holders for cash, the Company reclassified the Series A Preferred Stock to permanent equity. Segment Information The Company manages its operations as a single Leases The Company accounts for a contract as a lease when it has the right to control the asset for a period of time while obtaining substantially all of the assets’ economic benefits. The Company determines the initial classification and measurement of its operating right-of-use assets and operating lease liabilities at the lease commencement date, and thereafter if modified. The lease term includes any renewal options that the Company is reasonably assured to exercise. The Company’s policy is to not record leases with an original term of twelve months or less on its consolidated balance sheets. The Company’s only existing lease is for office space. The right-of-use asset represents the right to use the leased asset for the lease term. The lease liability represents the present value of the lease payments under the lease. The present value of lease payments is determined by using the interest rate implicit in the lease, if that rate is readily determinable; otherwise, the Company uses its estimated secured incremental borrowing rate for that lease term. Lease payments included in the measurement of the lease liability consist of the following: the fixed noncancelable lease payments, payments for optional renewal periods where it is reasonably certain the renewal period will be exercised, and payments for early termination options unless it is reasonably certain the lease will not be terminated early. Leases may contain rent escalation clauses and variable lease payments that require additional rental payments in later years of the term, including payments based on an index or inflation rate. Payments based on the change in an index or inflation rate, or payments based on a change in the Company’s portion of the operating expenses, including real estate taxes and insurance, are not included in the initial lease liability and are recorded as a period expense when incurred. The operating leases may include an option to renew the lease term for various renewal periods and/or to terminate the leases early. These options to exercise the renewal or early termination clauses in the Company’s operating leases were not reasonably certain of exercise as of the date of adoption and these have not been included in the determination of the initial lease liability or operating lease expense. Rent expense for operating leases is recognized on a straight-line basis over the reasonably assured lease term based on the total lease payments and is included in operating expense in the consolidated statements of operations and comprehensive loss. For finance leases, any interest expense is recognized using the effective interest method and is included within interest expense. The Company has no financing leases. Research and Development Costs Research and development costs are expensed as incurred. Research and development expenses are comprised of costs incurred in performing research and development activities, including salaries, stock-based compensation and benefits, facilities costs and laboratory supplies, depreciation, manufacturing expenses and external costs of outside vendors engaged to conduct preclinical development activities and clinical trials as well as the cost of licensing technology. Upfront payments and milestone payments made for the licensing of technology are expensed as research and development in the period in which they are incurred. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. The prepaid amounts are expensed as the related goods are delivered or the services are performed. Research Contract Costs and Accruals The Company has entered into various research and development contracts with companies both inside and outside of the United States. These agreements are generally cancelable, and related payments are recorded as research and development expenses as incurred. The Company records accruals for estimated ongoing research costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the studies or trials, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. Business Combinations In determining whether an acquisition should be accounted for as a business combination or asset acquisition, the Company first determines whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this is the case, the single identifiable asset or the group of similar assets is not deemed to be a business and is instead deemed to be an asset. If this is not the case, the Company then further evaluates whether the single identifiable asset or group of similar identifiable assets and activities includes, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. If so, the Company concludes that the single identifiable asset or group of similar identifiable assets and activities is a business. The Company accounts for business combinations using the acquisition method of accounting. Application of this method of accounting requires that (i) identifiable assets acquired (including identifiable intangible assets) and liabilities assumed generally be measured and recognized at fair value as of the acquisition date and (ii) the excess of the purchase price over the net fair value of identifiable assets acquired and liabilities assumed be recognized as goodwill, which is not amortized for accounting purposes but is subject to testing for impairment at least annually. Acquired in-process research and development (IPR&D) is recognized at fair value and initially characterized as an indefinite-lived intangible asset, irrespective of whether the acquired IPR&D has an alternative future use. Transaction costs related to business combinations are expensed as incurred. Determining the fair value of assets acquired and liabilities assumed in a business combination requires management to use significant judgment and estimates, especially with respect to intangible assets. During the measurement period, which extends no later than one year from the acquisition date, the Company may record certain adjustments to the carrying value of the assets acquired and liabilities assumed with the corresponding offset to goodwill. After the measurement period, all adjustments are recorded in the consolidated statements of operations as operating expenses or income. To date, the Company has not recorded any acquisitions as a business combination. Asset Acquisitions The Company measures and recognizes asset acquisitions that are not deemed to be business combinations based on the cost to acquire the assets, which includes transaction costs. Goodwill is not recognized in asset acquisitions. In an asset acquisition, the cost allocated to acquire IPR&D with no alternative future use is charged to expense at the acquisition date. Patent Costs All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses. Stock-Based Compensation The Company measures stock options and other stock-based awards granted to employees, non-employees and directors based on their fair value on the date of the grant and recognizes compensation expense of those awards over the requisite service period, which is generally the vesting period of the respective award. The Company applies the straight-line method of expense recognition to all awards with only service-based vesting conditions and applies the graded-vesting method to all awards with performance-based vesting conditions or to awards with both service-based and performance-based vesting conditions. For performance-based stock options, we begin to recognize expense when we determine that the achievement of such performance conditions is deemed probable. This determination requires significant judgment by management. At the probable date, we record a cumulative expense catch-up, with remaining expense amortized over the remaining service period. The Company estimates the fair value of stock-based awards to employees and non-employees using the Black-Scholes option-pricing model, which requires the input of highly subjective assumptions, including (a) the expected volatility of its stock, (b) the expected term of the award, (c) the risk-free interest rate, and (d) expected dividends. Due to the lack of a sufficient history of public trading of the Company’s common stock and a lack of sufficient company-specific historical and implied volatility data, the Company has based the estimate of expected volatility on the historical volatility of a group of companies in the pharmaceutical and biotechnology industries in a similar stage of development and that are publicly traded. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available. The Company has estimated the expected life of employee stock options using the "simplified" method, whereby, the expected life equals the average of the vesting term and the original contractual term of the option. The risk-free interest rates for periods within the expected life of the option are based on the U.S. Treasury yield curve in effect during the period the options were granted. The expected dividend yield of zero is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The Company accounts for forfeitures as they occur. Comprehensive Loss Comprehensive loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. For the years ended December 31, 2021 and 2020, there were no elements of other comprehensive loss. Net Income (Loss) per Share Basic net income (loss) per common share attributable to common stockholders is computed by dividing the net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted net income (loss) per common share attributable to common stockholders is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of outstanding stock options. Accordingly, in periods in which the Company reported a net loss, dilutive common shares were not assumed to have been issued as their affect was anti-dilutive, and as a result, diluted net loss per common share was the same as basic net loss per common share. Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12 Simplifying the Accounting for Income Taxes, which eliminates the need for an organization to analyze whether the following apply in a given period: (1) exception to the incremental approach for intra-period tax allocation; (2) exceptions to accounting for basis differences when there are ownership changes in foreign investments; and (3) exceptions in interim period income tax accounting for year-to-date losses that exceed anticipated losses. The Company adopted ASU 2019-12 on January 1, 2021. The adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements. Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06 Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) related to the measurement and disclosure requirements for convertible instruments and contracts in an entity’s own equity. The pronouncement simplifies and adds disclosure requirements for the accounting and measurement of convertible instruments and the settlement assessment for contracts in an entity’s own equity. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2021 and early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company does not expect that this standard will have a material effect on its consolidated financial statements. |
Fair Value Measurements of Fina
Fair Value Measurements of Financial Assets and Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets and Liabilities | 3. Fair Value Measurements of Financial Assets and Liabilities The following tables present the Company’s fair value hierarchy for its financial assets and liabilities, which are measured at fair value on a recurring basis (in thousands) Fair Value Measurements at December 31, 2021 Using: Level 1 Level 2 Level 3 Total Liabilities: CVR Liability $ — $ — $ 3,060 $ 3,060 Total Liabilities $ — $ — $ 3,060 $ 3,060 Fair Value Measurements at December 31, 2020 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ — $ 486 $ — $ 486 Total Assets $ — $ 486 $ — $ 486 Liabilities: CVR Liability $ — $ — $ 5,531 $ 5,531 Total Liabilities $ — $ — $ 5,531 $ 5,531 Money market funds were valued by the Company using quoted prices in active markets for similar securities, which represent a Level 2 measurement within the fair value hierarchy. On July 6, 2020, the Company issued a non-transferrable CVR, which was distributed to stockholders of record as of the close of business on July 6, 2020, and prior to the issuance of any shares to acquire Kiq or sold to the PIPE investors. Holders of the CVR are entitled to receive common shares and/or cash payments from proceeds received by the Company, if any, related to the disposition of its legacy cell therapy assets for a period of three years from July 2020. In accordance with the terms of the CVR agreement, the payment to CVR holders will be made in shares or cash, depending on the timing of the receipt of the sales proceeds by the Company. For sales proceeds received by the Company prior to December 31, 2020, CVR holders were entitled to receive payment in the form of common shares of the Company. For sales proceeds received by the Company after December 31, 2020 and prior to July 2023, CVR holders are entitled to receive payment in cash. The Company classifies the CVR as a liability on its consolidated balance sheet. The fair value of the CVR liability was determined using the probability weighted discounted cash flow method to estimate future cash flows associated with the sale of the legacy cell therapy assets, including the BOXR platform, ACTR platform and other fixed assets based on assumptions at the date of the CVR issuance and each subsequent quarterly period end, less certain permitted deductions. For sales proceeds received by the Company prior to December 31, 2020, the number of common shares to be received by CVR holders was determined by dividing the proceeds received by the Company by the closing price of the Company’s common stock on July 6, 2020 of $8.80. The closing price of the Company’s common stock at each measurement date through February 2021 was used to determine the fair value of the share payments included in the CVR liability. The liability measured at the date of CVR issuance was recorded as a common stock dividend, returning capital to the legacy stockholders of record as of the close of business on July 6, 2020. Changes in fair value of the liability are recognized as a component of Other income (expense) in the consolidated statement of operations and comprehensive loss. The CVR liability was valued based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. On August 28, 2020, the Company sold the BOXR Platform and subsequently sold additional fixed assets, triggering a payment to CVR holders. In November 2020, the Company issued 707,938 CVR shares of common stock in partial settlement of the CVR liability. In February 2021, the Company issued an additional 212,429 shares of common stock and paid $0.1 million in partial settlement of the CVR liability. Any settlement of the remaining CVR liability will be a cash settlement. The following table sets forth a summary of the changes in the fair value of the Company’s CVR liability (in thousands) Balance at December 31, 2019 $ — Fair value at CVR issuance 11,450 Change in fair value 1,025 CVR settlement (6,944 ) Balance at December 31, 2020 $ 5,531 Fair value at CVR issuance — Change in fair value (343 ) CVR settlement (2,128 ) Balance at December 31, 2021 $ 3,060 During the years ended December 31, 2021 and 2020, there were no transfers between Level 1, Level 2 and Level 3. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | 4. Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): December 31, 2021 2020 Laboratory equipment $ 1,073 $ — Computer equipment and software 53 53 Furniture and fixtures 85 85 Leasehold improvements 408 408 Construction-in-progress 646 — Total property and equipment 2,265 546 Accumulated depreciation and amortization (559 ) (412 ) Property and equipment, net $ 1,706 $ 134 Depreciation and amortization expense was $0.1 million and $0.7 million for the years ended December 31, 2021 and 2020, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables And Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 5. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2021 2020 Accrued employee compensation and benefits 3,389 $ 1,443 Accrued external research and development expense 1,953 2,191 Accrued external manufacturing costs 1,556 161 Accrued professional and consulting services 1,077 677 Other 235 307 8,210 $ 4,779 |
Kiq, LLC Acquisition
Kiq, LLC Acquisition | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Kiq, LLC Acquisition | 6. Kiq LLC Acquisition On July 6, 2020, the Company completed its asset acquisition of Kiq, in accordance with the terms of the Agreement and Plan of Merger (the Merger Agreement), signed and closed on July 6, 2020. Under the terms of the Merger Agreement, at the closing of the Merger, the Company issued the security holders of Kiq 1,558,975 shares of common stock and 44,687 shares of Series A Preferred Stock. The Company concluded the arrangement did not result in the acquisition of a business, as substantially all of the fair value of the gross assets acquired was concentrated in a single identifiable asset, the exclusive license agreement with Plexxikon for bezuclastinib acquisition and Ki q was not generating revenue at the time the Merger Agreement was executed. The Company determined that the cost to acquire the assets was $ 46.9 million, based on the fair value of the consideration issued consisting of the 44,687 shares of Series A Preferred Stock and 1,558,975 shares of common stock valued at $ 3.52 per share and direct costs of the acquisition of $ 2.1 million. The acquisition cost was allocated entirely to acquired IPR&D as no other assets or liabilities were acquired. As the assets had not yet received regulatory approval in any territory, the cost attributable to the license agreement was expensed in the Company’s consolidated statements of operations for the year ended December 31, 2020 as the acquired IPR&D had no alternative future use, as determined by Management in accordance with GAAP. |
Sale of BOXR Assets
Sale of BOXR Assets | 12 Months Ended |
Dec. 31, 2021 | |
Disposal Group Not Discontinued Operation Disposal Disclosures [Abstract] | |
Sale of BOXR Assets | 7. Sale of BOXR Assets On August 28, 2020, the Company sold its assets, rights and interests relating to its BOXR Platform, to Sotio, pursuant to the BOXR Platform Purchase Agreement. Pursuant to the BOXR Platform Purchase Agreement, Sotio has agreed to pay the Company total cash consideration of up to $11.5 million, consisting of an upfront payment of $8.1 million and potential milestone payments of up to $3.4 million in the aggregate upon the achievement of certain milestones related to the issuance of Specified Claims (as described in the BOXR Platform Purchase Agreement) by the U.S. Patent and Trademark Office and the European Patent Office. Pursuant to ASC 205-20, Presentation of Financial Statements— Discontinued Operations, the BOXR platform did not meet the criteria of a discontinued operation as it was not considered a component of an entity that comprises operations and cash flows that can be clearly distinguished, operationally and for financial reporting purposes, from the rest of the Company, nor did it represent a strategic shift with a material effect on the Company’s operations and financial results. The Company accounted for the sale of the BOXR Platform as the sale of a business and recognized a gain of $7.4 million as a component of Other income (expense) on the Company’s consolidated statements of operations and comprehensive loss. The amounts held in escrow of $1.73 million were released and received by the Company on November 30, 2020. No amounts related to the potential future milestone payments have been recognized as of December 31, 2021. |
Preferred Stock, Series A Non-V
Preferred Stock, Series A Non-Voting Convertible Preferred Stock and Common Stock | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Preferred Stock, Series A Non-Voting Convertible Preferred Stock and Common Stock | 8. Preferred Stock, Series A Non-Voting Convertible Preferred Stock and Common Stock Preferred Stock The Company’s authorized capital stock consists of 150,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share, 1,000,000 of which are designated as Series A Preferred Stock and 9,000,000 of which shares of preferred stock are undesignated. Series A Non-Voting Convertible Preferred Stock On July 6, 2020, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series A Non-Voting Convertible Preferred Stock (“Series A Preferred Stock”) with the Secretary of State of the State of Delaware (the “Certificate of Designation”) in connection with the Merger and the PIPE. The Certificate of Designation provides for the issuance of shares of Series A Preferred Stock, par value $0.001 per share. Holders of Series A Preferred Stock are entitled to receive dividends on shares of Series A Preferred Stock equal, on an as-if-converted-to-common-stock basis, and in the same form as dividends actually paid on shares of the common stock. Except as otherwise required by law, the Series A Preferred Stock does not have voting rights. However, as long as any shares of Series A Preferred Stock are outstanding, the Company will not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series A Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series A Preferred Stock, (b) alter or amend the Certificate of Designation, (c) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of Series A Preferred Stock, (d) increase the number of authorized shares of Series A Preferred Stock, (e) prior to the stockholder approval of the Conversion Proposal or at any time while at least 40% of the originally issued Series A Preferred Stock remains issued and outstanding, consummate a Fundamental Transaction (as defined in the Certificate of Designation) or (f) enter into any agreement with respect to any of the foregoing. The Series A Preferred Stock does not have a preference upon any liquidation, dissolution or winding-up of the Company. Each share of Series A Preferred Stock is convertible at any time at the option of the holder thereof, into 250 shares of common stock, subject to certain limitations, including that a holder of Series A Preferred Stock is prohibited from converting shares of Series A Preferred Stock into shares of common stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than a specified percentage (to be established by the holder between 4.9% and 19.9%) of the total number of shares of common stock issued and outstanding immediately after giving effect to such conversion. Cumulatively, through December 31, 2021, 60,036 shares of Series A Preferred Stock, or 36.8% of the issued Series A Preferred Stock, have been converted into 15,009,000 shares of common stock. The 103,289 shares of Series A Preferred Stock outstanding as of December 31, 2021 are convertible into 25,822,250 shares of common stock. The Company analyzed the conversion provision related to the Series A Preferred Stock and determined the PIPE holders received a contingent beneficial conversion feature (“BCF”) equal to $104.4 million. This amount represents the difference between the Company’s closing stock price at the July 9, 2020 commitment date, $12.04, and the $3.52 conversion price, limited to the actual gross proceeds received of $104.4 million. As the conversion provision was contingent on stockholder approval, the BCF was not recognized until the contingency was resolved. Upon obtaining stockholder approval for the conversion on November 6, 2020, the $104.4 million BCF was recognized in additional paid-in capital and reflected as a deemed preferred stock dividend, increasing the net loss attributable to common stockholders and increasing basic net loss per share. No other classes of preferred stock have been designated and no other preferred shares have been issued or are outstanding as of December 31, 2021. Common Stock Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are not entitled to receive dividends, unless declared by the board of directors. In the event of the Company’s liquidation, dissolution or winding up, holders of the Company’s common stock will be entitled to share ratably in all assets remaining after payment of all debts and other liabilities and any liquidation preference of any outstanding preferred stock. The shares to be issued by us in this offering will be, when issued and paid for, validly issued, fully paid and non-assessable. On September 22, 2020, the Company filed a registration statement on Form S-3 for the registration of (i) 1,558,975 shares of common stock issued in the acquisition of Kiq, (ii) 11,171,750 shares of common stock issuable upon the conversion of 44,687 shares of the Series A Preferred Stock issued in the acquisition of Kiq and (iii) 29,659,500 shares of common stock issuable upon the conversion of 118,638 shares of the Series A Preferred Stock issued in the PIPE, for a total of 42,390,225 shares of common stock. On November 6, 2020 the Company effected a reverse stock split at a ratio of 1-for-4. All disclosures of common shares, per common share data and preferred stock conversion ratios in the accompanying consolidated financial statements and related notes have been adjusted to reflect the reverse stock split, but not any conversion of Series A Preferred Stock. On December 4, 2020, the Company completed an underwritten public offering of 11,794,872 shares of its common stock at a public offering price of $9.75 per share. This included the exercise in full by the underwriters of their 30-day option to purchase up to 1,538,461 additional shares of common stock. The net proceeds from the offering were approximately $107.7 million, after deducting the underwriting discounts and commissions and offering expenses of $7.3 million. On February 8, 2021, the Company filed a shelf registration statement on Form S-3 with the SEC. The shelf registration statement allows the Company to sell from time-to-time up to $200.0 million of common stock, preferred stock, debt securities, warrants or units comprised of any combination of these securities, for its own account in one or more offerings. The terms of any offering under the shelf registration statement will be established at the time of such offering and will be described in a prospectus supplement filed with the SEC prior to the completion of any such offering. Additionally, on February 8, 2021, pursuant to the Form S-3, the Company entered into a Sales Agreement (the “Sales Agreement”) with SVB Leerink LLC (“SVB Leerink”), pursuant to which the Company may issue and sell, from time to time, shares of its common stock having an aggregate offering price of up to $75.0 million through SVB Leerink as the sales agent. As of December 31, 2021, the Company sold 3,954,900 shares of common stock under the Sales Agreement with offering prices ranging between $9.25 and $10.30 per share for net proceeds of approximately $38.0 million. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 9. Stock-Based Compensation 2018 Stock Option and Incentive Plan The Company’s 2018 Stock Option and Incentive Plan, (the “2018 Plan”), which became effective on March 27, 2018, provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock units, restricted stock awards, unrestricted stock awards, cash-based awards and dividend equivalent rights. The number of shares initially reserved for issuance under the 2018 Plan was 700,180 . Additionally, the shares of common stock that remained available for issuance under the previously outstanding 2015 Stock Incentive Plan (the “2015 Plan”) became available under the 2018 Plan. The number of shares reserved for the 2018 Plan automatically increases on each January 1 by 4 % of the number of shares of the Company’s common stock outstanding on the immediately preceding December 31 or a lesser number of shares determined by the Company’s board of directors. The shares of common stock underlying any awards that are forfeited, canceled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, repurchased or are otherwise terminated by the Company under the 2018 Plan or the 2015 Plan will be added back to the shares of common stock available for issuance under the 2018 Plan. The number of authorized shares reserved for issuance under the 2018 Plan was increased by shares effective as of January 1, 202 2 . On June 16, 2021, at the Company’s 2021 annual stockholder meeting, the Company’s stockholders approved the amendment and restatement of the 2018 Stock Plan to increase the number of shares of common stock issuable under the 2018 Plan by 6,000,000 shares. Upon stockholder approval, in accordance with ASC 718- Compensation- Stock Compensation Inducement Plan On October 22, 2020, the board of directors adopted the Cogent Biosciences, Inc. 2020 Inducement Plan (the “Inducement Plan”). The board of directors also adopted a form of non-qualified stock option agreement for use with the Inducement Plan. A total of 3,750,000 shares of common stock have been reserved for issuance under the Inducement Plan, subject to adjustment for stock dividends, stock splits, or other changes in Cogent’s common stock or capital structure. On November 5, 2020, the Company filed a Registration on Form S-8 related to the 3,750,000 shares of its common stock reserved for issuance under the Inducement Plan. The Company has granted 3,021,005 2018 Employee Stock Purchase Plan The Company’s 2018 Employee Stock Purchase Plan (the “ESPP”) became effective on March 28, 2018, at which time a total of 78,500 shares of common stock were reserved for issuance. In addition, the number of shares of common stock that may be issued under the ESPP automatically increases on each January 1 through January 1, 2027, by the least of (i) 125,000 shares of common stock, (ii) 1% of the number of shares of the Company’s common stock outstanding on the immediately preceding December 31 or (iii) such lesser number of shares as determined by the ESPP administrator. The number of authorized shares reserved for issuance under the ESPP was increased by 125,000 shares effective as of January 1, 2022. In July 2021, 4,497 shares were issued to employees under the ESPP. As of December 31, 2021, 336,919 shares remain available for issuance under the ESPP. Stock Option Valuation The following table presents, on a weighted average basis, the assumptions used in the Black-Scholes option-pricing model to determine the fair value of stock options granted to employees and directors: Year Ended December 31, 2021 2020 Risk-free interest rate 1.26 % 0.64 % Expected volatility 75.30 % 79.13 % Expected dividend yield — — Expected life (in years) 6.21 6.23 Stock Option Activity The following table summarizes the activity of our 2018 Stock Option and Incentive Plan and the Inducement Plan, excluding performance-based stock options: Number of Shares Weighted Average Exercise Price Weighted Average Contractual Term Aggregate Intrinsic Value (in years) (in thousands) Outstanding as of December 31, 2020 3,253,033 $ 11.19 Granted 5,967,582 8.98 Exercised (15,758 ) 1.53 Forfeited (411,231 ) 14.04 Outstanding as of December 31, 2021 8,793,626 $ 9.57 9.1 $ 2,756 Vested and expected to vest as of December 31, 2021 8,793,626 $ 9.57 9.1 $ 2,756 Options exercisable as of December 31, 2021 1,354,511 $ 9.50 8.7 $ 1,689 The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had strike prices lower than the fair value of the Company’s common stock. The aggregate intrinsic value of options exercised during the years ended December 31, 2021 and 2020 was $0.1 million and $2.3 million, respectively. The weighted average grant-date fair value of awards granted during the years ended December 31, 2021 and 2020 was $5.93 per share and $5.84 per share, respectively. Employee Stock Purchase Plan We estimate the fair value of shares to be issued under the 2018 Employee Stock Purchase Plan using the Black-Scholes option-pricing model on the date of grant, or first day of the offering period. Year Ended December 31, 2021 2020 Risk-free interest rate 0.06 % 1.56 % Expected volatility 66.85 % 76.44 % Expected dividend yield — — Expected life (in years) 0.50 0.50 Stock-Based Compensation The following table summarizes stock-based compensation expense during the years ended December 31, 2021, in thousands: Year Ended December 31, 2021 2020 Stock-based compensation expense by type of award: Time-based stock options $ 11,361 $ 5,042 Time-based restricted stock units — 693 Employee stock purchase plan 65 20 Non-employee stock options 260 262 Total $ 11,686 $ 6,017 The Company recorded stock-based compensation expense in the following expense categories of its consolidated statements of operations and comprehensive loss (in thousands): Year Ended December 31, 2021 2020 Research and development expenses $ 4,392 $ 2,606 General and administrative expenses 7,294 3,411 Total $ 11,686 $ 6,017 On April 8, 2020, the Company launched a tender offer to certain employee option holders, subject to specified conditions, to exchange some or all of their outstanding options to purchase shares of common stock, par value $0.001 per share, for equivalent number of new options to purchase shares of the Company’s common stock. Pursuant to the exchange offer, all eligible employees elected to exchange outstanding options, and the Company accepted for cancellation options to purchase an aggregate of 542,418 shares of the Company’s common stock. On May 7, 2020, immediately following the expiration of the exchange offer, the Company granted new options to purchase 542,418 shares of common stock, pursuant to the terms of the exchange offer and the Company’s 2018 Plan. As a result, the exercise price was determined to be $1.68, the fair value of the Company’s closing stock price on the grant date. No other terms of the exchanged stock options were modified, and the stock options continued to vest according to their original vesting schedules and retained their original expiration dates. The Company accounted for the exchange offer as an option modification and as a result, recorded $0.2 million in incremental stock-based compensation expense during the year ended December 31, 2020. On July 6, 2020, all then outstanding stock options became fully vested in connection with the Kiq Acquisition, resulting in acceleration of stock compensation expense of $2.9 million, which was recognized in the year ended December 31, 2020. As of December 31, 2021, total unrecognized compensation cost related to the unvested stock-based options was $42.4 million, which is expected to be recognized over a weighted average period of 3.12 years. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes Income Taxes During the years ended December 31, 2021 and 2020, the Company recorded no current or deferred income tax benefits for the net operating losses or research and development tax credits generated in each year due to its uncertainty of realizing a benefit from those items. The Company had no foreign operations. A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate is as follows: Year Ended December 31, 2021 2020 Federal statutory income tax rate (21.0 )% (21.0 )% State taxes, net of federal benefit (2.9 ) (1.7 ) Federal and state research and development tax credits (4.0 ) (3.4 ) Nondeductible stock compensation 1.4 0.5 IPR&D expense - 12.3 IRC Section 382 limit on attributes (0.1 ) 26.4 Other items 0.5 1.2 Increase in deferred tax asset valuation allowance 26.1 (14.3 ) Effective income tax rate 0.0 % 0.0 % Net deferred tax assets as of December 31, 2021 and 2020 consisted of the following (in thousands): December 31, 2021 2020 Deferred tax assets (liabilities): Net operating loss carryforwards $ 30,147 $ 13,618 Research and development and investment tax credits 3,719 856 Accrued expenses 734 374 Capitalized start-up costs 63 76 Capitalized research and development expense 8,529 10,317 Operating lease right-of-use assets (703 ) (1,260 ) Operating lease liabilities 800 1,421 Contingent consideration 862 928 Stock compensation 2,257 1,149 Other 279 320 Total deferred tax assets 46,687 27,799 Valuation allowance (46,687 ) (27,799 ) Net deferred tax assets $ — $ — As of December 31, 2021, the Company had U.S. federal and state net operating loss carryforwards of $128.8 million and $47.1 million, respectively, which may be available to offset future income tax liabilities and begin to expire in 2035. Of the federal net operating loss carryforwards at December 31, 2021, $125.5 million is available to be carried forward indefinitely but can only offset 80% of taxable income per year. As of December 31, 2021, the Company also had U.S. federal and state research and development tax credit carryforwards of $3.1 million and $0.8 million, respectively, which may be available to offset future income tax liabilities and begin to expire in 2040 and 2035, respectively. Utilization of the U.S. federal and state net operating loss carryforwards and research and development tax credit carryforwards may be subject to a substantial annual limitation under Section 382 of the Internal Revenue Code of 1986, and corresponding provisions of state law, due to ownership changes that have occurred previously or that could occur in the future. 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 stockholders or public groups in the stock of a corporation by more than 50% over a three-year period. As a result of the shares issued in July 2020 related to the acquisition of Kiq and the sale of Series A convertible preferred stock, the Company has experienced a change in ownership, as defined by Section 382. As a result of the ownership change, utilization of the federal and state net operating loss carryforwards and research and development tax credit carryforwards is subject to annual limitation under Section 382. Under Section 382, the annual limitation 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. This limitation resulted in the expiration of federal and state net operating loss carryforwards before utilization of $26.9 million and $79.5 million, respectively, and federal and state research and development tax credit carryforwards before utilization of $6.6 million and $2.0 million, respectively. We have written off these gross deferred tax attributes, which were previously fully reserved for, in 2020. As of December 31, 2021, approximately $63.1 million and $3.0 million of federal and state net operating losses, respectively, as well as $10.6 million of future amortization for federal purposes were subject to the July 6 limitation of $0.3 million per year. A second ownership change occurred in December 2020 as a result of the underwritten public offering of common stock which resulted in a limitation of tax attributes generated from July 7, 2020 to December 1, 2020. The December 1, 2020 ownership change is not expected to have a material impact to the Company’s net operating loss carryforwards or research and development tax credit carryforwards as these net operating losses and tax credit carryforwards may be utilized, subject to annual limitation, assuming sufficient taxable income is generated before expiration. The Company has evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets. Management has considered the Company’s history of cumulative net losses incurred since inception and its lack of commercialization of any products or generation of any revenue from product sales since inception and has concluded that it is more likely than not that the Company will not realize the benefits of the deferred tax assets. Accordingly, a full valuation allowance has been established against the deferred tax assets as of December 31, 2021 and 2020. Management reevaluates the positive and negative evidence at each reporting period. Changes in the valuation allowance for deferred tax assets during the year ended December 31, 2021 related primarily to the operating losses occurring during the year. Changes in the valuation allowance for deferred tax assets during the year ended December 31, 2020 related primarily to the decrease in net operating loss carryforwards and research and development tax credit carryforwards as a result of the limitation under Section 382 and were as follows (in thousands): Year Ended December 31, 2021 2020 Valuation allowance as of beginning of year $ 27,799 $ 38,487 Decreases recorded as benefit to income tax provision — (10,688 ) Increases recorded to income tax provision 18,888 — Valuation allowance as of end of year $ 46,687 $ 27,799 As of December 31, 2021 and 2020, the Company had not recorded any amounts for unrecognized tax benefits. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. The statute of limitations for assessment by the Internal Revenue Service and state tax authorities remains open for all years since 2018. The Company’s tax attributes related to years prior to 2018 can still be adjusted under audit. No federal or state tax audits are currently in process. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies Operating Leases Corporate Headquarters- Cambridge, MA The Company leases office and laboratory space in Cambridge, MA for its corporate headquarters under a non-cancelable operating lease (the “Cambridge Lease”) that expires in April 2023, with the Company’s option to extend for an additional five-year term. The lessee has the right to terminate the lease in the event of the inability to use the space due to substantial damage while the lessor has the right to terminate the lease for tenant’s default of lease financial obligations. Per the terms of the Cambridge Lease, the Company does not have any residual value guarantees. This extension has not been considered in the determination of the lease liability as the Company is not obligated to exercise its option and it is not reasonably certain that the option will be exercised. The lease payments include fixed lease payments that escalate over the term of the lease on an annual basis. The Cambridge Lease is a net lease, as the non-lease components (i.e. common area maintenance) are paid separately from rent based on actual costs incurred. Therefore, the non-lease component and related payments are not included in the right-of-use asset and liability and are reflected as an expense in the period incurred. The discount rate used in determining the lease liability represents the Company’s incremental borrowing rate as the rate implicit in the lease could not be readily determined. On August 28, 2020, the Company amended the lease (the “Cambridge Lease Amendment”) resulting in increased annual rent payments. No other terms of the Cambridge Lease were changed. The Company determined that the lease modification did not grant an additional right of use and concluded that the modification was not a separate new lease, but rather that it should reassess and remeasure the right-of-use asset and lease liability on the effective date of the modification. The Company increased the right-of-use asset and operating lease liabilities by $0.9 million, respectively. Concurrent with the Cambridge Lease Amendment and the BOXR sale, the Company entered into a sublease (the “Cambridge Sublease Agreement”) for a significant portion of the leased premises for the remaining term of the lease. Under the terms of the Cambridge Sublease Agreement, the sublessee leased approximately 70% of the facility and is responsible for the corresponding percentage of operating lease costs and variable lease costs. Variable lease costs include common area maintenance and other operating charges. The elements of the lease expense, net of sublease income, were as follows (in thousands): Year Ended December 31, 2021 Year Ended December 31, 2020 Lease cost Operating lease cost $ 2,424 $ 2,079 Variable lease cost (1) 825 890 Sublease income (2,468 ) (770 ) Total lease cost $ 781 $ 2,199 Other information Cash paid for amounts included in the measurement of lease liabilities $ 3,250 $ 2,947 Remaining lease term 1.33 2.33 Discount rate 9.50 % 9.50 % (1) The variable lease costs for the year ended December 31, 2021 include common area maintenance and other operating charges. Future minimum lease payments under the operating lease as of December 31, 2021 are as follows (in thousands): Year Ending December 31, 2022 2,497 2023 841 Total future minimum lease payments 3,338 Less: imputed interest 183 Total operating lease liability $ 3,155 Included in the consolidated balance sheet: Current operating lease liability 2,324 Operating lease liability, net of current portion 831 Total operating lease liability $ 3,155 Under the terms of the Cambridge Lease, the Company issued a $1.3 million letter of credit to the landlord as collateral for the leased facility. The underlying cash collateralizing this letter of credit has been classified as non-current restricted cash in the accompanying consolidated balance sheets. This is a refundable deposit and not a lease payment. Under the terms of the Cambridge Sublease Agreement, the sublessee obtained a letter of credit for $1.3 million for the benefit of the Company. This has been excluded from the undiscounted cash flows above. Boulder Lease On July 6, 2021, the Company entered into a lease agreement (the “Boulder Lease”) pursuant to which the Company leases approximately 38,075 square feet at 4840 Pearl East Circle, Boulder, Colorado, which will include office and laboratory space. Boulder Lease payments will begin upon the earlier of (i) substantial completion of the Improvements or (ii) May 1, 2022. The Company will be entitled to 14 months of free rent, followed by an initial Boulder Lease term of 12 years. The Company also has the option to extend the Boulder Lease for three successive five-year terms. Upon the commencement of its obligation to pay rent, the Company will pay the landlord base rent at an initial rate of $40.00 per square foot per year. Rent will be payable in equal monthly installments and subject to 2.5% annual increases over the term. Additionally, the Company is responsible for reimbursing the landlord for its share of the building’s property taxes and operating expenses. In connection with the Boulder Lease, the Company provided a cash security deposit to the landlord in an amount of $0.7 million which is recorded in Other Assets in the consolidated balance sheet as of December 31, 2021. The Company expects to incur construction costs of $8.0 million to $10.0 million to build out the Boulder facility. The landlord will contribute an aggregate of approximately $6.9 million toward the cost of landlord assets (the “Improvements”), as well as an additional amount of up to approximately $ 2.3 million in the form of a tenant improvement loan at an annual interest rate of 6 %. Any monies borrowed under the tenant improvement loan are required to be repaid over the Boulder Lease term of 12 years . The Company has determined this is a lease under ASC 842. The Company gained access to the leased space on August 14, 2021, to commence construction of the Improvements. As of December 31, 2021, the Company has determined that it does not have control of the space, as defined in ASC 842, during the construction period and as such, the accounting lease commencement date has not occurred for the Boulder Lease as of December 31, 2021. Therefore, the Company will not record a right-of-use asset or lease liability for the Boulder Lease until the accounting lease commencement date which is expected to be in 2022. The Company has determined the cost of Improvements during the construction period are lessor assets and considered a prepayment of lease under ASC 842. The Company has paid $1.1 million towards the construction of lessor assets, which is included in Other Assets in the consolidated balance sheet as of December 31, 2021. License Agreements Plexxikon License Agreement In July 2020, the Company obtained an exclusive, sublicensable, worldwide license (the “License Agreement”) to certain patents and other intellectual property rights to research, develop and commercialize bezuclastinib. Under the terms of the License Agreement, the Company is required to pay Plexxikon Inc. (“Plexxikon”) aggregate payments of up to $7.5 million upon the satisfaction of certain clinical milestones, of which $2.5 million may become payable in the next twelve months as a result of the progression of our on-going clinical studies, and up to $25.0 million upon the satisfaction of certain regulatory milestones. The Company is also required to pay Plexxikon tiered royalties ranging from a low-single digit percentage to a high-single digit percentage on annual net sales of products. These royalty obligations last on a product-by-product basis and country-by-country basis until the latest of (i) the date on which there is no validate claim of a licensed Plexxikon patent covering a subject product in such country or (ii) the 10 th The license agreement will expire on a country-by-country and licensed product-by-licensed product basis until the later of the last to expire of the patents covering such licensed products or services or the 10-year anniversary of the date of first commercial sale of the licensed product in such country. The Company may terminate the license agreement within 30 days after written notice in the event of a material breach. The Company may also terminate the agreement upon written notice in the event of the Company’s bankruptcy, liquidation or insolvency. In addition, the Company has the right to terminate this agreement in its entirety at will upon 90 days’ advance written notice to Plexxikon. Indemnification Agreements In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors and its executive officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company is not aware of any claims under indemnification arrangements that will have a material effect on its financial position, results of operations or cash flows, and it has not accrued any liabilities related to such obligations in its consolidated financial statements as of December 31, 2021 or 2020. Legal Proceedings The Company is not currently party to any material legal proceedings. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses as incurred the costs related to such legal proceedings. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 12. Net Loss per Share Basic and diluted net loss per common share was calculated as follows (in thousands, except share and per share amounts Year Ended December 31, 2021 2020 Numerator: Net loss $ (72,273 ) $ (74,808 ) Deemed dividend to preferred stockholders — (104,400 ) Net loss attributable to common stockholders $ (72,273 ) $ (179,208 ) Denominator: Weighted average common shares outstanding, basic and diluted 38,730,813 11,081,257 Net loss per common share, basic and diluted $ (1.87 ) $ (16.17 ) The Company’s potential dilutive securities have been excluded from the computation of diluted net loss per share as the effect would be anti-dilutive and would result in a reduction to net loss per share. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated above because including them would have had an anti-dilutive effect: December 31, 2021 2020 Stock options to purchase common stock 8,793,626 3,253,033 Series A Preferred Stock 25,822,250 33,061,000 34,615,876 36,314,033 |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2021 | |
Compensation And Retirement Disclosure [Abstract] | |
Retirement Plan | 13. Retirement Plan The Company has a defined-contribution plan under Section 401(k) of the Internal Revenue Code (the “401(k) Plan”). The 401(k) Plan covers all employees who meet defined minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. The 401(k) Plan allows for discretionary matching contributions of 100% of the first 4% of elective contributions, which vest immediately. Contributions under the plan were approximately $0.4 million for the year ended December 31, 2021. The Company did not make any matching contributions during the year ended December 31, 2020. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include those of the Company and its wholly-owned subsidiaries, Mono, Inc. and Kiq Bio LLC. All intercompany balances and transactions have been eliminated. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the accrual of research and development expenses, the valuation of the CVR liability and the valuation of stock-based awards. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, as there are changes in circumstances, facts and experience. Actual results may differ from those estimates or assumptions. |
Risks and Uncertainties | Risks and Uncertainties Impact of the COVID-19 Coronavirus The Company is subject to risks and uncertainties as a result of the COVID-19 pandemic. The impact of the pandemic has been and will likely continue to be extensive in many aspects of society, which has resulted in and will likely continue to result in significant disruptions to the global economy, as well as businesses and capital markets around the world. The spread of COVID-19 has caused the Company to modify its business practices, including implementing a work-from-home policy for all employees who are able to perform their duties remotely and restricting all nonessential travel, and it expects to continue to take actions as may be required or recommended by government authorities or as the Company determines are in the best interests of its employees, the patients it serves and other business partners in light of COVID-19. Potential impacts to the Company’s business include temporary closures of its facilities or those of its vendors, disruptions or restrictions on its employees’ ability to travel, disruptions to or delays in ongoing laboratory experiments and operations, the potential diversion of healthcare resources away from the conduct of clinical trials to focus on pandemic concerns, and its ability to raise capital. As of December 31, 2021, there have been no material impacts to the Company. As the impact of COVID-19 continues to unfold, the Company will make continual assessments of the situation, as the extent to which the COVID-19 pandemic may materially impact the Company’s financial condition, liquidity or results of operations in the future is uncertain. |
Concentrations of Credit Risk and of Significant Suppliers | Concentrations of Credit Risk and of Significant Suppliers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents. Periodically, the Company maintains deposits in accredited financial institutions in excess of federally insured limits. The Company maintains most of its cash and cash equivalents at two accredited financial institutions. The Company has not experienced any losses on such accounts does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. Such deposits have and will continue to exceed federally insured limits. The Company is dependent on third-party vendors for its product candidates. In particular, the Company relies, and expects to continue to rely, on a small number of vendors to manufacture supplies and process its product candidates for its development programs. These programs could be adversely affected by a significant interruption in the manufacturing process. |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. |
Restricted Cash | Restricted Cash Restricted cash consists of security deposits in separate restricted bank accounts as required under the terms of the Company’s lease agreement for its Corporate Office in Cambridge, Massachusetts. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization expense is recognized using the straight-line method over the estimated useful life of each asset as follows: Estimated Useful Life Laboratory equipment 5 years Computer equipment and software 3 years Furniture and fixtures 5 years Leasehold improvements Shorter of life of lease or 10 years Costs for capital assets not yet placed into service are capitalized as construction-in-progress and depreciated in accordance with the above guidelines once placed into service. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is included in loss from operations. Expenditures for repairs and maintenance are charged to expense as incurred. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets consist of property and equipment. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset group for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset group to its carrying value. An impairment loss would be recognized in loss from operations when estimated undiscounted future cash flows expected to result from the use of an asset group are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset group over its fair value. The Company did not record any impairment losses on long-lived assets during the years ended December 31, 2021 or 2020. |
Fair Value Measurements | Fair Value Measurements Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The Company’s cash equivalents are carried at fair value, determined according to the fair value hierarchy described above (see Note 3). The carrying values of the Company’s accounts payable and accrued expenses approximate their fair values due to the short-term nature of these liabilities. |
Convertible Preferred Stock | Convertible Preferred Stock The Company records shares of non-voting convertible preferred stock at their respective fair values on the dates of issuance, net of issuance costs. The Company applied the guidance in ASC 480-10-S99-3A, SEC Staff Announcement: Classification and Measurement of Redeemable Securities, and at issuance classified the Series A Preferred Stock outside of shareholders’ equity (deficit) because, if conversion to common stock was not approved by the shareholders, the Series A Preferred Stock would be redeemable at the option of the holders for cash equal to the closing price of the common stock on last trading day prior to the holder’s redemption request. On November 6, 2020, the shareholders approved the conversion of the Series A preferred stock into common stock and as such, since the Series A Preferred Stock was no longer redeemable at the option of the holders for cash, the Company reclassified the Series A Preferred Stock to permanent equity. |
Segment Information | Segment Information The Company manages its operations as a single |
Leases | Leases The Company accounts for a contract as a lease when it has the right to control the asset for a period of time while obtaining substantially all of the assets’ economic benefits. The Company determines the initial classification and measurement of its operating right-of-use assets and operating lease liabilities at the lease commencement date, and thereafter if modified. The lease term includes any renewal options that the Company is reasonably assured to exercise. The Company’s policy is to not record leases with an original term of twelve months or less on its consolidated balance sheets. The Company’s only existing lease is for office space. The right-of-use asset represents the right to use the leased asset for the lease term. The lease liability represents the present value of the lease payments under the lease. The present value of lease payments is determined by using the interest rate implicit in the lease, if that rate is readily determinable; otherwise, the Company uses its estimated secured incremental borrowing rate for that lease term. Lease payments included in the measurement of the lease liability consist of the following: the fixed noncancelable lease payments, payments for optional renewal periods where it is reasonably certain the renewal period will be exercised, and payments for early termination options unless it is reasonably certain the lease will not be terminated early. Leases may contain rent escalation clauses and variable lease payments that require additional rental payments in later years of the term, including payments based on an index or inflation rate. Payments based on the change in an index or inflation rate, or payments based on a change in the Company’s portion of the operating expenses, including real estate taxes and insurance, are not included in the initial lease liability and are recorded as a period expense when incurred. The operating leases may include an option to renew the lease term for various renewal periods and/or to terminate the leases early. These options to exercise the renewal or early termination clauses in the Company’s operating leases were not reasonably certain of exercise as of the date of adoption and these have not been included in the determination of the initial lease liability or operating lease expense. Rent expense for operating leases is recognized on a straight-line basis over the reasonably assured lease term based on the total lease payments and is included in operating expense in the consolidated statements of operations and comprehensive loss. For finance leases, any interest expense is recognized using the effective interest method and is included within interest expense. The Company has no financing leases. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. Research and development expenses are comprised of costs incurred in performing research and development activities, including salaries, stock-based compensation and benefits, facilities costs and laboratory supplies, depreciation, manufacturing expenses and external costs of outside vendors engaged to conduct preclinical development activities and clinical trials as well as the cost of licensing technology. Upfront payments and milestone payments made for the licensing of technology are expensed as research and development in the period in which they are incurred. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. The prepaid amounts are expensed as the related goods are delivered or the services are performed. |
Research Contract Costs and Accruals | Research Contract Costs and Accruals The Company has entered into various research and development contracts with companies both inside and outside of the United States. These agreements are generally cancelable, and related payments are recorded as research and development expenses as incurred. The Company records accruals for estimated ongoing research costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the studies or trials, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. |
Business Combinations | Business Combinations In determining whether an acquisition should be accounted for as a business combination or asset acquisition, the Company first determines whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this is the case, the single identifiable asset or the group of similar assets is not deemed to be a business and is instead deemed to be an asset. If this is not the case, the Company then further evaluates whether the single identifiable asset or group of similar identifiable assets and activities includes, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. If so, the Company concludes that the single identifiable asset or group of similar identifiable assets and activities is a business. The Company accounts for business combinations using the acquisition method of accounting. Application of this method of accounting requires that (i) identifiable assets acquired (including identifiable intangible assets) and liabilities assumed generally be measured and recognized at fair value as of the acquisition date and (ii) the excess of the purchase price over the net fair value of identifiable assets acquired and liabilities assumed be recognized as goodwill, which is not amortized for accounting purposes but is subject to testing for impairment at least annually. Acquired in-process research and development (IPR&D) is recognized at fair value and initially characterized as an indefinite-lived intangible asset, irrespective of whether the acquired IPR&D has an alternative future use. Transaction costs related to business combinations are expensed as incurred. Determining the fair value of assets acquired and liabilities assumed in a business combination requires management to use significant judgment and estimates, especially with respect to intangible assets. During the measurement period, which extends no later than one year from the acquisition date, the Company may record certain adjustments to the carrying value of the assets acquired and liabilities assumed with the corresponding offset to goodwill. After the measurement period, all adjustments are recorded in the consolidated statements of operations as operating expenses or income. To date, the Company has not recorded any acquisitions as a business combination. |
Asset Acquisitions | Asset Acquisitions The Company measures and recognizes asset acquisitions that are not deemed to be business combinations based on the cost to acquire the assets, which includes transaction costs. Goodwill is not recognized in asset acquisitions. In an asset acquisition, the cost allocated to acquire IPR&D with no alternative future use is charged to expense at the acquisition date. |
Patent Costs | Patent Costs All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses. |
Stock-Based Compensation | Stock-Based Compensation The Company measures stock options and other stock-based awards granted to employees, non-employees and directors based on their fair value on the date of the grant and recognizes compensation expense of those awards over the requisite service period, which is generally the vesting period of the respective award. The Company applies the straight-line method of expense recognition to all awards with only service-based vesting conditions and applies the graded-vesting method to all awards with performance-based vesting conditions or to awards with both service-based and performance-based vesting conditions. For performance-based stock options, we begin to recognize expense when we determine that the achievement of such performance conditions is deemed probable. This determination requires significant judgment by management. At the probable date, we record a cumulative expense catch-up, with remaining expense amortized over the remaining service period. The Company estimates the fair value of stock-based awards to employees and non-employees using the Black-Scholes option-pricing model, which requires the input of highly subjective assumptions, including (a) the expected volatility of its stock, (b) the expected term of the award, (c) the risk-free interest rate, and (d) expected dividends. Due to the lack of a sufficient history of public trading of the Company’s common stock and a lack of sufficient company-specific historical and implied volatility data, the Company has based the estimate of expected volatility on the historical volatility of a group of companies in the pharmaceutical and biotechnology industries in a similar stage of development and that are publicly traded. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available. The Company has estimated the expected life of employee stock options using the "simplified" method, whereby, the expected life equals the average of the vesting term and the original contractual term of the option. The risk-free interest rates for periods within the expected life of the option are based on the U.S. Treasury yield curve in effect during the period the options were granted. The expected dividend yield of zero is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The Company accounts for forfeitures as they occur. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. For the years ended December 31, 2021 and 2020, there were no elements of other comprehensive loss. |
Net Income (Loss) per Share | Net Income (Loss) per Share Basic net income (loss) per common share attributable to common stockholders is computed by dividing the net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted net income (loss) per common share attributable to common stockholders is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of outstanding stock options. Accordingly, in periods in which the Company reported a net loss, dilutive common shares were not assumed to have been issued as their affect was anti-dilutive, and as a result, diluted net loss per common share was the same as basic net loss per common share. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. |
Recently Adopted and Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12 Simplifying the Accounting for Income Taxes, which eliminates the need for an organization to analyze whether the following apply in a given period: (1) exception to the incremental approach for intra-period tax allocation; (2) exceptions to accounting for basis differences when there are ownership changes in foreign investments; and (3) exceptions in interim period income tax accounting for year-to-date losses that exceed anticipated losses. The Company adopted ASU 2019-12 on January 1, 2021. The adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements. Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06 Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) related to the measurement and disclosure requirements for convertible instruments and contracts in an entity’s own equity. The pronouncement simplifies and adds disclosure requirements for the accounting and measurement of convertible instruments and the settlement assessment for contracts in an entity’s own equity. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2021 and early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company does not expect that this standard will have a material effect on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Life | Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization expense is recognized using the straight-line method over the estimated useful life of each asset as follows: Estimated Useful Life Laboratory equipment 5 years Computer equipment and software 3 years Furniture and fixtures 5 years Leasehold improvements Shorter of life of lease or 10 years |
Fair Value Measurements of Fi_2
Fair Value Measurements of Financial Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities at Fair Value on Recurring Basis | The following tables present the Company’s fair value hierarchy for its financial assets and liabilities, which are measured at fair value on a recurring basis (in thousands) Fair Value Measurements at December 31, 2021 Using: Level 1 Level 2 Level 3 Total Liabilities: CVR Liability $ — $ — $ 3,060 $ 3,060 Total Liabilities $ — $ — $ 3,060 $ 3,060 Fair Value Measurements at December 31, 2020 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ — $ 486 $ — $ 486 Total Assets $ — $ 486 $ — $ 486 Liabilities: CVR Liability $ — $ — $ 5,531 $ 5,531 Total Liabilities $ — $ — $ 5,531 $ 5,531 |
Summary of Changes in the Fair Value of Company's CVR Liability | Balance at December 31, 2019 $ — Fair value at CVR issuance 11,450 Change in fair value 1,025 CVR settlement (6,944 ) Balance at December 31, 2020 $ 5,531 Fair value at CVR issuance — Change in fair value (343 ) CVR settlement (2,128 ) Balance at December 31, 2021 $ 3,060 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): December 31, 2021 2020 Laboratory equipment $ 1,073 $ — Computer equipment and software 53 53 Furniture and fixtures 85 85 Leasehold improvements 408 408 Construction-in-progress 646 — Total property and equipment 2,265 546 Accumulated depreciation and amortization (559 ) (412 ) Property and equipment, net $ 1,706 $ 134 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2021 2020 Accrued employee compensation and benefits 3,389 $ 1,443 Accrued external research and development expense 1,953 2,191 Accrued external manufacturing costs 1,556 161 Accrued professional and consulting services 1,077 677 Other 235 307 8,210 $ 4,779 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Fair Value Option Granted | The following table presents, on a weighted average basis, the assumptions used in the Black-Scholes option-pricing model to determine the fair value of stock options granted to employees and directors: Year Ended December 31, 2021 2020 Risk-free interest rate 1.26 % 0.64 % Expected volatility 75.30 % 79.13 % Expected dividend yield — — Expected life (in years) 6.21 6.23 |
Schedule of Common Stock Option Activity | The following table summarizes the activity of our 2018 Stock Option and Incentive Plan and the Inducement Plan, excluding performance-based stock options: Number of Shares Weighted Average Exercise Price Weighted Average Contractual Term Aggregate Intrinsic Value (in years) (in thousands) Outstanding as of December 31, 2020 3,253,033 $ 11.19 Granted 5,967,582 8.98 Exercised (15,758 ) 1.53 Forfeited (411,231 ) 14.04 Outstanding as of December 31, 2021 8,793,626 $ 9.57 9.1 $ 2,756 Vested and expected to vest as of December 31, 2021 8,793,626 $ 9.57 9.1 $ 2,756 Options exercisable as of December 31, 2021 1,354,511 $ 9.50 8.7 $ 1,689 |
Summary of Information Pertaining to Stock Purchase Rights Granted under Employee Stock Purchase Plan | The following table summarizes information pertaining to stock purchase rights granted under the employee stock purchase plan, during the years indicated: Year Ended December 31, 2021 2020 Risk-free interest rate 0.06 % 1.56 % Expected volatility 66.85 % 76.44 % Expected dividend yield — — Expected life (in years) 0.50 0.50 |
Schedule of Stock-based Compensation Expense by Type of Award | The following table summarizes stock-based compensation expense during the years ended December 31, 2021, in thousands: Year Ended December 31, 2021 2020 Stock-based compensation expense by type of award: Time-based stock options $ 11,361 $ 5,042 Time-based restricted stock units — 693 Employee stock purchase plan 65 20 Non-employee stock options 260 262 Total $ 11,686 $ 6,017 |
Schedule of Stock Based Compensation Expense | The Company recorded stock-based compensation expense in the following expense categories of its consolidated statements of operations and comprehensive loss (in thousands): Year Ended December 31, 2021 2020 Research and development expenses $ 4,392 $ 2,606 General and administrative expenses 7,294 3,411 Total $ 11,686 $ 6,017 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate is as follows: Year Ended December 31, 2021 2020 Federal statutory income tax rate (21.0 )% (21.0 )% State taxes, net of federal benefit (2.9 ) (1.7 ) Federal and state research and development tax credits (4.0 ) (3.4 ) Nondeductible stock compensation 1.4 0.5 IPR&D expense - 12.3 IRC Section 382 limit on attributes (0.1 ) 26.4 Other items 0.5 1.2 Increase in deferred tax asset valuation allowance 26.1 (14.3 ) Effective income tax rate 0.0 % 0.0 % |
Schedule of Deferred Tax Assets | Net deferred tax assets as of December 31, 2021 and 2020 consisted of the following (in thousands): December 31, 2021 2020 Deferred tax assets (liabilities): Net operating loss carryforwards $ 30,147 $ 13,618 Research and development and investment tax credits 3,719 856 Accrued expenses 734 374 Capitalized start-up costs 63 76 Capitalized research and development expense 8,529 10,317 Operating lease right-of-use assets (703 ) (1,260 ) Operating lease liabilities 800 1,421 Contingent consideration 862 928 Stock compensation 2,257 1,149 Other 279 320 Total deferred tax assets 46,687 27,799 Valuation allowance (46,687 ) (27,799 ) Net deferred tax assets $ — $ — |
Changes in Valuation Allowance for Deferred Tax Assets | Changes in the valuation allowance for deferred tax assets during the year ended December 31, 2021 related primarily to the operating losses occurring during the year. Changes in the valuation allowance for deferred tax assets during the year ended December 31, 2020 related primarily to the decrease in net operating loss carryforwards and research and development tax credit carryforwards as a result of the limitation under Section 382 and were as follows (in thousands): Year Ended December 31, 2021 2020 Valuation allowance as of beginning of year $ 27,799 $ 38,487 Decreases recorded as benefit to income tax provision — (10,688 ) Increases recorded to income tax provision 18,888 — Valuation allowance as of end of year $ 46,687 $ 27,799 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Summary of Elements of Lease Expense Net of Sublease Income | The elements of the lease expense, net of sublease income, were as follows (in thousands): Year Ended December 31, 2021 Year Ended December 31, 2020 Lease cost Operating lease cost $ 2,424 $ 2,079 Variable lease cost (1) 825 890 Sublease income (2,468 ) (770 ) Total lease cost $ 781 $ 2,199 Other information Cash paid for amounts included in the measurement of lease liabilities $ 3,250 $ 2,947 Remaining lease term 1.33 2.33 Discount rate 9.50 % 9.50 % (1) The variable lease costs for the year ended December 31, 2021 include common area maintenance and other operating charges. |
Summary of Future Minimum Payments under Operating Lease | Future minimum lease payments under the operating lease as of December 31, 2021 are as follows (in thousands): Year Ending December 31, 2022 2,497 2023 841 Total future minimum lease payments 3,338 Less: imputed interest 183 Total operating lease liability $ 3,155 Included in the consolidated balance sheet: Current operating lease liability 2,324 Operating lease liability, net of current portion 831 Total operating lease liability $ 3,155 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share Basic and Diluted | Basic and diluted net loss per common share was calculated as follows (in thousands, except share and per share amounts Year Ended December 31, 2021 2020 Numerator: Net loss $ (72,273 ) $ (74,808 ) Deemed dividend to preferred stockholders — (104,400 ) Net loss attributable to common stockholders $ (72,273 ) $ (179,208 ) Denominator: Weighted average common shares outstanding, basic and diluted 38,730,813 11,081,257 Net loss per common share, basic and diluted $ (1.87 ) $ (16.17 ) |
Summary of Potential Dilutive Securities | The Company’s potential dilutive securities have been excluded from the computation of diluted net loss per share as the effect would be anti-dilutive and would result in a reduction to net loss per share. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated above because including them would have had an anti-dilutive effect: December 31, 2021 2020 Stock options to purchase common stock 8,793,626 3,253,033 Series A Preferred Stock 25,822,250 33,061,000 34,615,876 36,314,033 |
Nature of the Business and Ba_2
Nature of the Business and Basis of Presentation - Additional Information (Detail) - USD ($) | Feb. 08, 2021 | Dec. 04, 2020 | Sep. 22, 2020 | Jul. 09, 2020 | Jul. 06, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 28, 2020 |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||
Proceeds from issuance of common stock to LPC | $ 25,000,000 | |||||||
Net loss | $ (72,273,000) | (74,808,000) | ||||||
Accumulated deficit | $ (270,973,000) | $ (198,700,000) | ||||||
Maximum [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||
Proceeds from issuance of equity and debt financing | $ 200,000,000 | |||||||
SVB Leerink LLC [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||
Shares of common stock issued and sold | 3,954,900 | |||||||
Proceeds from issuance of common stock to LPC | $ 38,000,000 | |||||||
SVB Leerink LLC [Member] | Maximum [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||
Public offering price, per share | $ 10.30 | |||||||
Stock offering cost | $ 75,000,000 | |||||||
SVB Leerink LLC [Member] | Minimum [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||
Public offering price, per share | $ 9.25 | |||||||
BOXR Platform [Member] | Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | SOTIO [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||
Disposal group, not discontinued operation, upfront payment | $ 8,100,000 | |||||||
BOXR Platform [Member] | Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | SOTIO [Member] | Maximum [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||
Disposal group, not discontinued operation, cash consideration | 11,500,000 | |||||||
Disposal group, not discontinued operation, potential milestone payments upon achievement of specified claims issuance | $ 3,400,000 | |||||||
Underwritten Public Offering [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||
Shares of common stock issued and sold | 11,794,872 | |||||||
Public offering price, per share | $ 9.75 | |||||||
Underwriters exercise period option | 30 days | |||||||
Exercise of stock options additional shares of common stock | 1,538,461 | |||||||
Proceeds from issuance of common stock to LPC | $ 107,700,000 | |||||||
Underwriting discounts and commissions expenses | 6,900,000 | |||||||
Offering expenses | $ 400,000 | |||||||
Common Stock [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||
Exercise of stock options additional shares of common stock | 15,758 | 384,125 | ||||||
Kiq LLC [Member] | Common Stock [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||
Shares of common stock issued and sold | 1,558,975 | 1,558,975 | ||||||
Kiq LLC [Member] | Series A Preferred Stock [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||
Shares of common stock issued and sold | 44,687 | |||||||
Gross proceeds from private placement | $ 104,400,000 | |||||||
Net proceeds from private placement after deducting commissions and offering costs | $ 98,900,000 | |||||||
Kiq LLC [Member] | Series A Preferred Stock [Member] | Private Placement [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||
Shares of common stock issued and sold | 118,638 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Estimated Useful Life (Detail) | 12 Months Ended |
Dec. 31, 2021 | |
Laboratory Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Computer Equipment and Software [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | Shorter of life of lease or 10 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | |
Dec. 31, 2021USD ($)Segment | Dec. 31, 2020USD ($) | |
Significant Accounting Policies [Line Items] | ||
Impairment losses on long-lived assets | $ | $ 0 | $ 0 |
Number of operating segment | Segment | 1 | |
Expected dividend yield | 0.00% | |
Accounting Standards Update 2019-12 [Member] | ||
Significant Accounting Policies [Line Items] | ||
Change in accounting principle, accounting standards update, adopted [true false] | true | |
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2021 | |
Change in accounting principle, accounting standards update, immaterial effect [true false] | true |
Fair Value Measurements of Fi_3
Fair Value Measurements of Financial Assets and Liabilities - Schedule of Financial Assets and Liabilities at Fair Value on Recurring Basis (Detail) - Recurring Basis [Member] - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Total Assets | $ 486 | |
Liabilities: | ||
CVR Liability | $ 3,060 | 5,531 |
Total Liabilities | 3,060 | 5,531 |
Money Market Funds [Member] | ||
Assets: | ||
Cash equivalents | 486 | |
Level 2 [Member] | ||
Assets: | ||
Total Assets | 486 | |
Level 2 [Member] | Money Market Funds [Member] | ||
Assets: | ||
Cash equivalents | 486 | |
Level 3 [Member] | ||
Liabilities: | ||
CVR Liability | 3,060 | 5,531 |
Total Liabilities | $ 3,060 | $ 5,531 |
Fair Value Measurements of Fi_4
Fair Value Measurements of Financial Assets and Liabilities - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Feb. 28, 2021 | Nov. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 06, 2020 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||||
Closing price of stock | $ 8.80 | ||||
Fair value asset, transfers between Level 1, Level 2 and Level 3, amount | $ 0 | $ 0 | |||
CVR Liability [Member] | |||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||||
CVR liability, term | 3 years | ||||
Issuance of common stock, Shares | 212,429 | 707,938 | |||
Partial settlement | $ 100,000 | $ 2,128,000 | $ 6,944,000 |
Fair Value Measurements of Fi_5
Fair Value Measurements of Financial Assets and Liabilities - Summary of Changes in the Fair Value of Company's CVR Liability (Detail) - CVR Liability [Member] - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Feb. 28, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||
Beginning balance | $ 5,531 | ||
Fair value at CVR issuance | $ 11,450 | ||
Change in fair value | (343) | 1,025 | |
CVR settlement | $ (100) | (2,128) | (6,944) |
Ending balance | $ 3,060 | $ 5,531 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,265 | $ 546 |
Accumulated depreciation and amortization | (559) | (412) |
Property and equipment, net | 1,706 | 134 |
Laboratory Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,073 | |
Computer Equipment and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 53 | 53 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 85 | 85 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 408 | $ 408 |
Construction-in-Progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 646 |
Property Plant Equipment Net -
Property Plant Equipment Net - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property Plant And Equipments [Abstract] | ||
Depreciation and amortization expense | $ 147 | $ 720 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables And Accruals [Abstract] | ||
Accrued employee compensation and benefits | $ 3,389 | $ 1,443 |
Accrued external research and development expense | 1,953 | 2,191 |
Accrued external manufacturing costs | 1,556 | 161 |
Accrued professional and consulting services | 1,077 | 677 |
Other | 235 | 307 |
Total | $ 8,210 | $ 4,779 |
Kiq, LLC Acquisition - Addition
Kiq, LLC Acquisition - Additional Information (Detail) - Kiq LLC [Member] - USD ($) | Sep. 22, 2020 | Jul. 06, 2020 |
Business Acquisition [Line Items] | ||
Assets acquired | $ 0 | |
Liabilities acquired | 0 | |
IPR&D [Member] | ||
Business Acquisition [Line Items] | ||
Business acquisition, fair value | $ 46,900,000 | |
Series A Preferred Stock [Member] | ||
Business Acquisition [Line Items] | ||
Shares issued | 44,687 | |
Common Stock [Member] | ||
Business Acquisition [Line Items] | ||
Shares issued | 1,558,975 | 1,558,975 |
Business acquisition, share price | $ 3.52 | |
Acquisition direct costs | $ 2,100,000 |
Sale of BOXR Assets - Additiona
Sale of BOXR Assets - Additional Information (Detail) - BOXR Platform [Member] - Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] - SOTIO [Member] - USD ($) | Nov. 30, 2020 | Aug. 28, 2020 |
Disposal Group Not Discontinued Operation Disposal Disclosures [Line Items] | ||
Disposal group, not discontinued operation, upfront payment | $ 8,100,000 | |
Amounts held in escrow were released and received | $ 1,730,000 | |
Other Income [Member] | ||
Disposal Group Not Discontinued Operation Disposal Disclosures [Line Items] | ||
Disposal group, not discontinued operation, gain on disposal of assets | 7,400,000 | |
Maximum [Member] | ||
Disposal Group Not Discontinued Operation Disposal Disclosures [Line Items] | ||
Disposal group, not discontinued operation, cash consideration | 11,500,000 | |
Disposal group, not discontinued operation, potential milestone payments upon achievement of specified claims issuance | $ 3,400,000 |
Preferred Stock, Series A Non_2
Preferred Stock, Series A Non-Voting Convertible Preferred Stock and Common Stock - Additional Information (Detail) | Feb. 08, 2021USD ($) | Dec. 04, 2020USD ($)$ / sharesshares | Nov. 06, 2020 | Sep. 22, 2020shares | Jul. 09, 2020USD ($)$ / sharesshares | Jul. 06, 2020shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares |
Class Of Stock [Line Items] | ||||||||
Common stock, Shares authorized | 150,000,000 | 150,000,000 | ||||||
Common stock, Par value | $ / shares | $ 0.001 | $ 0.001 | ||||||
Preferred stock shares authorized including designated and undesignated | 10,000,000 | |||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | ||||||
Preferred stock, shares authorized | 9,000,000 | 9,000,000 | ||||||
Non-voting convertible preferred stock, shares outstanding | 0 | 0 | ||||||
BCF recognized in additional paid-in capital | $ | $ 104,400 | |||||||
Preferred stock, shares issued | 0 | 0 | ||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||
Common stock, Shares issued | 42,390,225 | 43,805,922 | 32,347,905 | |||||
Net proceeds from public offering | $ | $ 107,729,000 | |||||||
Proceeds from issuance of common stock to LPC | $ | $ 25,000,000 | |||||||
SVB Leerink LLC [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Shares of common stock issued and sold | 3,954,900 | |||||||
Proceeds from issuance of common stock to LPC | $ | $ 38,000,000 | |||||||
Private Placement [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock issuable upon the conversion of preferred stock | 29,659,500 | |||||||
Underwritten Public Offering [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Shares of common stock issued and sold | 11,794,872 | |||||||
Public offering price, per share | $ / shares | $ 9.75 | |||||||
Net proceeds from public offering | $ | $ 107,700,000 | |||||||
Underwriting discounts and commissions and offering expenses | $ | $ 7,300,000 | |||||||
Kiq LLC [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock issuable upon the conversion of preferred stock | 11,171,750 | |||||||
Minimum [Member] | SVB Leerink LLC [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Public offering price, per share | $ / shares | $ 9.25 | |||||||
Maximum [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Proceeds from issuance of equity and debt financing | $ | $ 200,000,000 | |||||||
Maximum [Member] | SVB Leerink LLC [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Public offering price, per share | $ / shares | $ 10.30 | |||||||
Stock offering cost | $ | $ 75,000,000 | |||||||
Maximum [Member] | Underwritten Public Offering [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Shares of common stock issued and sold | 1,538,461 | |||||||
Common Stock [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Conversion of preferred stock into common stock, Shares | 7,238,750 | 7,770,250 | ||||||
Common stock voting right | Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. | |||||||
Reverse stock split description | 1-for-4 | |||||||
Reverse stock split ratio | 0.25 | |||||||
Common Stock [Member] | Underwritten Public Offering [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Shares of common stock issued and sold | 11,794,872 | |||||||
Common Stock [Member] | Kiq LLC [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Shares of common stock issued and sold | 1,558,975 | 1,558,975 | ||||||
Series A Preferred Stock [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Preferred stock, par value | $ / shares | $ 0.001 | |||||||
Preferred stock, shares authorized | 1,000,000 | |||||||
Minimum percentage of originally issued shares remain issued and outstanding | 40.00% | |||||||
Convertible preferred stock, common stock issuable upon conversion | 250 | |||||||
Conversion of preferred stock into common stock, Shares | 60,036 | |||||||
Percentage of preferred stock issued | 36.80% | |||||||
Preferred stock convertible beneficial conversion feature | $ | $ 104,400,000 | |||||||
Closing stock price per share | $ / shares | $ 12.04 | |||||||
Conversion price per share | $ / shares | $ 3.52 | |||||||
Actual gross proceeds received | $ | $ 104,400,000 | |||||||
Series A Preferred Stock [Member] | Private Placement [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock issued upon conversion of preferred stock | 118,638 | |||||||
Series A Preferred Stock [Member] | Kiq LLC [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock issued upon conversion of preferred stock | 44,687 | |||||||
Shares of common stock issued and sold | 44,687 | |||||||
Series A Preferred Stock [Member] | Kiq LLC [Member] | Private Placement [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Shares of common stock issued and sold | 118,638 | |||||||
Series A Preferred Stock [Member] | Minimum [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Beneficial ownership limitation percentage for conversion of common stock issued and outstanding | 4.90% | |||||||
Series A Preferred Stock [Member] | Maximum [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Beneficial ownership limitation percentage for conversion of common stock issued and outstanding | 19.90% | |||||||
Series A Preferred Stock [Member] | Common Stock [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Cumulative amount of shares conversion | 15,009,000 | |||||||
Series A Convertible Preferred Stock [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | ||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||||
Non-voting convertible preferred stock, shares outstanding | 103,289 | 132,244 | ||||||
Common stock issued upon conversion of preferred stock | 25,822,250 | |||||||
Preferred stock, shares issued | 103,289 | 132,244 | ||||||
Preferred stock, shares outstanding | 103,289 | 132,244 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Jan. 01, 2022 | Jun. 16, 2021 | May 07, 2020 | Mar. 28, 2018 | Mar. 27, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Jul. 31, 2021 | Nov. 05, 2020 | Oct. 22, 2020 | Sep. 22, 2020 | Apr. 08, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Common stock shares issued | 43,805,922 | 32,347,905 | 43,805,922 | 42,390,225 | |||||||||
Aggregate intrinsic value of options exercised | $ 0.1 | $ 2.3 | |||||||||||
Weighted average grant date fair value | $ 5.93 | $ 5.84 | |||||||||||
Common stock, Par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
2020 Inducement Plan [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Shares available for issuance | 728,995 | 728,995 | |||||||||||
Shares reserved for future issuance | 3,750,000 | 3,750,000 | |||||||||||
Options granted | 1,160,400 | 3,021,005 | |||||||||||
Stock Option [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of increases in authorized shares | 542,418 | ||||||||||||
Common stock, Par value | $ 0.001 | ||||||||||||
Exercise price | $ 1.68 | ||||||||||||
Compensation cost related to incremental fair value of stock based awards | $ 0.2 | ||||||||||||
Unrecognized compensation cost | $ 42.4 | $ 42.4 | |||||||||||
Unrecognized compensation expenses, recognition period | 3 years 1 month 13 days | ||||||||||||
Stock Option [Member] | Kiq LLC [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock compensation expense due to accelerated vesting of stock options | $ 2.9 | ||||||||||||
2018 Stock Option and Incentive Plan [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of increases in authorized shares | 700,180 | ||||||||||||
Percentage applied to the outstanding shares as annual increase in the number of shares authorized for issuance | 4.00% | ||||||||||||
Increased in authorized shares reserved for issuance | 6,000,000 | ||||||||||||
Shares available for issuance | 3,079,208 | 3,079,208 | |||||||||||
2018 Stock Option and Incentive Plan [Member] | Subsequent Event [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Increased in authorized shares reserved for issuance | 1,752,237 | ||||||||||||
2018 Stock Option and Incentive Plan [Member] | Employees and Non-employee Directors [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Option grants | 3,402,768 | ||||||||||||
2018 Employee Stock Purchase Plan [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Shares available for issuance | 336,919 | 336,919 | |||||||||||
Shares reserved for future issuance | 78,500 | ||||||||||||
2018 Employee Stock Purchase Plan [Member] | Maximum [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of increases in authorized shares | 125,000 | ||||||||||||
Percentage of shares of common stock available for issuance | 1.00% | ||||||||||||
2018 Employee Stock Purchase Plan [Member] | Subsequent Event [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Increased in authorized shares reserved for issuance | 125,000 | ||||||||||||
2018 Employee Stock Purchase Plan [Member] | Employees [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Common stock shares issued | 4,497 | ||||||||||||
Exchange Offer and 2018 Stock Option and Incentive Plan [Member] | Stock Option [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Option grants | 542,418 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Fair Value Option Granted (Detail) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Stock Options/Shares Outstanding, Weighted-Average Exercise Price, and Additional Disclosures [Abstract] | ||
Risk-free interest rate | 1.26% | 0.64% |
Expected volatility | 75.30% | 79.13% |
Expected dividend yield | 0.00% | |
Expected life (in years) | 6 years 2 months 15 days | 6 years 2 months 23 days |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Common Stock Option Activity (Detail) - 2018 Stock Option and Incentive Plan and Inducement Plan [Member] $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Options Outstanding, Beginning balance | shares | 3,253,033 |
Number of Options, Granted | shares | 5,967,582 |
Number of Options, Exercised | shares | (15,758) |
Number of Options, Forfeited | shares | (411,231) |
Number of Options Outstanding, Ending balance | shares | 8,793,626 |
Number of Options, Vested and expected to vest | shares | 8,793,626 |
Number of Options, Exercisable | shares | 1,354,511 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ / shares | $ 11.19 |
Weighted Average Exercise Price, Granted | $ / shares | 8.98 |
Weighted Average Exercise Price, Exercised | $ / shares | 1.53 |
Weighted Average Exercise Price, Forfeited | $ / shares | 14.04 |
Weighted Average Exercise Price, Outstanding, Ending balance | $ / shares | 9.57 |
Weighted Average Exercise Price, Vested and expected to vest | $ / shares | 9.57 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 9.50 |
Weighted Average Contractual Term, Outstanding, Ending balance | 9 years 1 month 6 days |
Weighted Average Contractual Term, Vested and expected to vest | 9 years 1 month 6 days |
Weighted Average Contractual Term, Exercisable | 8 years 8 months 12 days |
Aggregate Intrinsic Value, Outstanding | $ | $ 2,756 |
Aggregate Intrinsic Value, Vested and expected to vest | $ | 2,756 |
Aggregate Intrinsic Value, Exercisable | $ | $ 1,689 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Information Pertaining to Stock Purchase Rights Granted under Employee Stock Purchase Plan (Detail) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 1.26% | 0.64% |
Expected volatility | 75.30% | 79.13% |
Expected dividend yield | 0.00% | |
Expected life (in years) | 6 years 2 months 15 days | 6 years 2 months 23 days |
2018 Employee Stock Purchase Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 0.06% | 1.56% |
Expected volatility | 66.85% | 76.44% |
Expected life (in years) | 6 months | 6 months |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Stock-based Compensation Expense by Type of Award (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share based compensation expense | $ 11,686 | $ 6,017 |
Time-based Stock Options [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share based compensation expense | 11,361 | 5,042 |
Time-based Restricted Stock Units [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share based compensation expense | 693 | |
Non-employee Stock Options [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share based compensation expense | 260 | 262 |
Employee Stock Purchase Plan [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share based compensation expense | $ 65 | $ 20 |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of Stock Based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Share based compensation expense | $ 11,686 | $ 6,017 |
Research and Development Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Share based compensation expense | 4,392 | 2,606 |
General and Administrative Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Share based compensation expense | $ 7,294 | $ 3,411 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Jul. 06, 2020 | |
Income Tax Disclosure [Line Items] | |||
Current income tax benefits | $ 0 | $ 0 | |
Deferred income tax benefits | $ 0 | 0 | |
Operating losses carried forward, expiration date | 2035 | ||
Operating loss carryforwards, federal | $ 125,500,000 | ||
Percentage of net operating loss carry forward deductible from current year taxable income | 80.00% | ||
Annual limitation amount per year under section 382 | 300,000 | ||
Unrecognized tax benefits | $ 0 | 0 | |
U.S. federal [Member] | |||
Income Tax Disclosure [Line Items] | |||
Net operating losses carryforwards | 128,800,000 | ||
Research and development tax credits carryforwards | $ 3,100,000 | ||
Tax credit carryforwards, expiration year | 2040 | ||
Operating loss carryforwards before utilization | $ 26,900,000 | ||
Research and development tax credit carryforwards before utilization | 6,600,000 | ||
Net operating losses subject to limitation under section 382 | $ 63,100,000 | ||
Future amortization (NOL equivalents) subject to limitation under section 382 | $ 10,600,000 | ||
State [Member] | |||
Income Tax Disclosure [Line Items] | |||
Net operating losses carryforwards | 47,100,000 | ||
Research and development tax credits carryforwards | $ 800,000 | ||
Tax credit carryforwards, expiration year | 2035 | ||
Operating loss carryforwards before utilization | 79,500,000 | ||
Research and development tax credit carryforwards before utilization | $ 2,000,000 | ||
Net operating losses subject to limitation under section 382 | $ 3,000,000 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Detail) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Federal statutory income tax rate | (21.00%) | (21.00%) |
State taxes, net of federal benefit | (2.90%) | (1.70%) |
Federal and state research and development tax credits | (4.00%) | (3.40%) |
Nondeductible stock compensation | 1.40% | 0.50% |
IPR&D expense | 12.30% | |
IRC Section 382 limit on attributes | (0.10%) | 26.40% |
Other items | 0.50% | 1.20% |
Increase in deferred tax asset valuation allowance | 26.10% | (14.30%) |
Effective income tax rate | (0.00%) | (0.00%) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets (liabilities): | ||
Net operating loss carryforwards | $ 30,147 | $ 13,618 |
Research and development and investment tax credits | 3,719 | 856 |
Accrued expenses | 734 | 374 |
Capitalized start-up costs | 63 | 76 |
Capitalized research and development expense | 8,529 | 10,317 |
Operating lease right-of-use assets | (703) | (1,260) |
Operating lease liabilities | 800 | 1,421 |
Contingent consideration | 862 | 928 |
Stock compensation | 2,257 | 1,149 |
Other | 279 | 320 |
Total deferred tax assets | 46,687 | 27,799 |
Valuation allowance | (46,687) | (27,799) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Changes in Valua
Income Taxes - Changes in Valuation Allowance for Deferred Tax Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Valuation allowance as of beginning of year | $ 27,799 | $ 38,487 |
Decreases recorded as benefit to income tax provision | (10,688) | |
Increases recorded to income tax provision | 18,888 | |
Valuation allowance as of end of year | $ 46,687 | $ 27,799 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Jul. 06, 2021USD ($)ft²$ / ft² | Jul. 30, 2020USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Aug. 28, 2020USD ($) |
Commitments And Contingencies Disclosure [Line Items] | |||||
Lease expiration month and year | 2023-04 | ||||
Lessee, operating lease, existence of option to extend | true | ||||
Operating Lease option to extend | the Company’s option to extend for an additional five-year term. | ||||
Right-of-use asset | $ 2,771,000 | $ 4,615,000 | $ 900,000 | ||
Operating lease liabilities | $ 3,155,000 | $ 900,000 | |||
Plexxikon License Agreement [Member] | |||||
Commitments And Contingencies Disclosure [Line Items] | |||||
Aggregate payments received progression of on-going clinical studies | $ 2,500,000 | ||||
License agreement expiration terms | The license agreement will expire on a country-by-country and licensed product-by-licensed product basis until the later of the last to expire of the patents covering such licensed products or services or the 10-year anniversary of the date of first commercial sale of the licensed product in such country. The Company may terminate the license agreement within 30 days after written notice in the event of a material breach. The Company may also terminate the agreement upon written notice in the event of the Company’s bankruptcy, liquidation or insolvency. In addition, the Company has the right to terminate this agreement in its entirety at will upon 90 days’ advance written notice to Plexxikon. | ||||
Maximum [Member] | Plexxikon License Agreement [Member] | |||||
Commitments And Contingencies Disclosure [Line Items] | |||||
Aggregate payments received upon satisfaction of clinical milestones | 7,500,000 | ||||
Aggregate payments received | $ 25,000,000 | ||||
Office and Laboratory Space [Member] | The Boulder Lease [Member] | |||||
Commitments And Contingencies Disclosure [Line Items] | |||||
Lessee, operating lease, existence of option to extend | true | ||||
Operating Lease option to extend | The Company also has the option to extend the Boulder Lease for three successive five-year terms. | ||||
Lease deposit | $ 700,000 | ||||
Area of lease agreement | ft² | 38,075 | ||||
Lease description | Boulder Lease payments will begin upon the earlier of (i) substantial completion of the Improvements or (ii) May 1, 2022. The Company will be entitled to 14 months of free rent, followed by an initial Boulder Lease term of 12 years. | ||||
Lease, term of contract | 12 years | ||||
Base rent initial rate per square foot | $ / ft² | 40 | ||||
Rent annual increases percentage | 2.50% | ||||
Aggregate cost of Improvements to landlord assets | $ 6,900,000 | ||||
Tenant improvement | $ 2,300,000 | ||||
Tenant improvement loan annual interest rate | 6.00% | ||||
Tenant improvement loan repayment term | 12 years | ||||
Office and Laboratory Space [Member] | The Boulder Lease [Member] | Minimum [Member] | |||||
Commitments And Contingencies Disclosure [Line Items] | |||||
Construction costs | $ 8,000 | ||||
Office and Laboratory Space [Member] | The Boulder Lease [Member] | Maximum [Member] | |||||
Commitments And Contingencies Disclosure [Line Items] | |||||
Construction costs | $ 10,000 | ||||
Non-current restricted cash [Member] | Letter of Credit [Member] | Collateral [Member] | |||||
Commitments And Contingencies Disclosure [Line Items] | |||||
Lease deposit | 1,300,000 | ||||
Other Assets [Member] | Office and Laboratory Space [Member] | The Boulder Lease [Member] | |||||
Commitments And Contingencies Disclosure [Line Items] | |||||
Payments for construction of lessor assets | $ 1,100,000 | ||||
SOTIO [Member] | |||||
Commitments And Contingencies Disclosure [Line Items] | |||||
Percentage of sublease facility | 70.00% | ||||
SOTIO [Member] | Non-current restricted cash [Member] | Letter of Credit [Member] | Collateral [Member] | |||||
Commitments And Contingencies Disclosure [Line Items] | |||||
Lease deposit | $ 1,300,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Elements of Lease Expense Net of Sublease Income (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Lease cost | |||
Operating lease cost | $ 2,424 | $ 2,079 | |
Variable lease cost | [1] | 825 | 890 |
Sublease income | (2,468) | (770) | |
Total lease cost | 781 | 2,199 | |
Other information | |||
Cash paid for amounts included in the measurement of lease liabilities | $ 3,250 | $ 2,947 | |
Remaining lease term | 1 year 3 months 29 days | 2 years 3 months 29 days | |
Discount rate | 9.50% | 9.50% | |
[1] | The variable lease costs for the year ended December 31, 2021 include common area maintenance and other operating charges. |
Commitments and Contingencies_3
Commitments and Contingencies - Summary of Future Minimum Payments under Operating Lease (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 28, 2020 |
Leases [Abstract] | |||
2022 | $ 2,497 | ||
2023 | 841 | ||
Total future minimum lease payments | 3,338 | ||
Less: imputed interest | 183 | ||
Operating lease liabilities | 3,155 | $ 900 | |
Operating lease liability | 2,324 | $ 2,052 | |
Operating lease liability, net of current portion | 831 | $ 3,155 | |
Total operating lease liability | $ 3,155 | $ 900 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Earnings Per Share Basic and Diluted (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (72,273) | $ (74,808) |
Deemed dividend to preferred stockholders | (104,400) | |
Net loss attributable to common stockholders | $ (72,273) | $ (179,208) |
Weighted average common shares outstanding, basic and diluted | 38,730,813 | 11,081,257 |
Net loss per common share, basic and diluted | $ (1.87) | $ (16.17) |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Potential Dilutive Securities (Detail) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential dilutive securities excluded from computation of diluted net loss per common share | 34,615,876 | 36,314,033 |
Stock Options to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential dilutive securities excluded from computation of diluted net loss per common share | 8,793,626 | 3,253,033 |
Series A Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential dilutive securities excluded from computation of diluted net loss per common share | 25,822,250 | 33,061,000 |
Retirement Plan - Additional In
Retirement Plan - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Contribution Plan Disclosure [Line Items] | ||
Defined contribution plan, employer matching contribution percentage of match | 100.00% | |
Defined contribution plan, matching amount | $ 400,000 | $ 0 |
Maximum [Member] | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Defined contribution plan, employer matching contribution percent | 4.00% |