Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 31, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Entity Central Index Key | 0001645569 | |
Entity File Number | 001-40794 | |
Entity Registrant Name | DICE THERAPEUTICS, INC. | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Tax Identification Number | 47-2286244 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 279 E. Grand Avenue | |
Entity Address, Address Line Two | Suite 300 | |
Entity Address, City or Town | South San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94080 | |
City Area Code | 650 | |
Local Phone Number | 566-1420 | |
Entity Common Stock, Shares Outstanding | 38,231,415 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Trading Symbol | DICE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | ||
CURRENT ASSETS: | ||||
Cash and cash equivalents | $ 311,610 | $ 59,687 | [1] | |
Marketable securities | 24,052 | |||
Unbilled receivable | 2,000 | 2,000 | [1] | |
Restricted cash, current | 150 | |||
Prepaid expenses and other current assets | 2,976 | 364 | [1] | |
Total current assets | 340,788 | 62,051 | [1] | |
Property and equipment, net | 1,396 | 1,656 | [1] | |
Restricted cash | 198 | 149 | [1] | |
Other assets | [1] | 5 | ||
TOTAL ASSETS | 342,382 | 63,861 | [1] | |
CURRENT LIABILITIES: | ||||
Accounts payable | 4,108 | 5,086 | [1] | |
Accrued expenses and other liabilities | 8,367 | 2,981 | [1] | |
Capital lease obligations | [1] | 98 | ||
Deferred revenue | [1] | 1,125 | ||
Term loan, current portion | 245 | |||
Total current liabilities | 12,720 | 9,290 | [1] | |
Deferred rent | 20 | 28 | [1] | |
Term loan, noncurrent | 2,122 | |||
Warrant liability | [1] | 314 | ||
TOTAL LIABILITIES | 14,862 | 9,632 | [1] | |
Commitments and contingencies (Note 5) | [1] | |||
Convertible preferred units; no par value; no units and 61,498,146 units authorized as of September 30, 2021 and December 31, 2020, respectively; no units and 12,690,540 units issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | [1] | 107,374 | ||
STOCKHOLDERS’ EQUITY/ MEMBERS’ (DEFICIT) | ||||
Preferred stock; $0.0001 par value; 10,000,000 shares and no shares authorized as of September 30, 2021 and December 31, 2020, respectively; no shares issued and outstanding | [1] | |||
Additional paid-in capital | 415,030 | 1,603 | [1] | |
Accumulated deficit | (87,512) | (54,748) | [1] | |
Accumulated other comprehensive loss | (2) | |||
TOTAL STOCKHOLDERS’ EQUITY/ MEMBERS’ (DEFICIT) | 327,520 | (53,145) | [1] | |
TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY/ MEMBERS’ (DEFICIT) | 342,382 | $ 63,861 | [1] | |
Common Stock Class Undefined | ||||
STOCKHOLDERS’ EQUITY/ MEMBERS’ (DEFICIT) | ||||
Common units; no par value; no units and 89,000,000 units authorized as of September 30, 2021 and December 31, 2020, respectively; no units and 2,248,687 units issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | $ 4 | |||
[1] | The condensed consolidated balance sheet as of December 31, 2020 is derived from the audited consolidated financial statements as of that date. |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Convertible preferred units, no par value | ||
Convertible preferred units authorized | 0 | 61,498,146 |
Convertible preferred units issued | 0 | 12,690,540 |
Convertible preferred units outstanding | 0 | 12,690,540 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 0 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Units | ||
Common units, no par value | ||
Common units and common stock, shares authorized | 0 | 89,000,000 |
Common units and common stock, shares issued | 0 | 2,248,687 |
Common units and common stock, shares outstanding | 0 | 2,248,687 |
Common Stock Class Undefined | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common units and common stock, shares authorized | 500,000,000 | 0 |
Common units and common stock, shares issued | 38,231,415 | 0 |
Common units and common stock, shares outstanding | 38,231,415 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue: | ||||
Revenue | $ 225 | $ 1,125 | $ 675 | |
Operating expenses: | ||||
Research and development | $ 11,689 | 4,457 | 24,292 | 13,520 |
General and administrative | 4,444 | 1,750 | 8,226 | 3,813 |
Total operating expenses | 16,133 | 6,207 | 32,518 | 17,333 |
Loss from operations | (16,133) | (5,982) | (31,393) | (16,658) |
Other income (expense): | ||||
Interest and other income, net | 20 | 7 | 61 | 152 |
Interest expense | (60) | (3) | (114) | (11) |
Change in fair value of warrant liability | (1,162) | (38) | (1,318) | (92) |
Net loss | (17,335) | (6,016) | (32,764) | (16,609) |
Other comprehensive income (loss): | ||||
Unrealized loss on marketable securities | (2) | (2) | (2) | (8) |
Comprehensive loss | $ (17,337) | $ (6,018) | $ (32,766) | $ (16,617) |
Net loss per share, basic and diluted | $ (2.30) | $ (2.68) | $ (8.12) | $ (7.39) |
Weighted-average shares used in computing net loss per share, basic and diluted | 7,551,128 | 2,248,687 | 4,035,590 | 2,248,687 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Convertible Preferred Units and Stockholders' Equity/ Members' (Deficit) (Unaudited) - USD ($) $ in Thousands | Total | Common Units | Common Stock | Additional paid-in capital | Accumulated deficit | Accumulated other income (loss) | Convertible Preferred Units | Series C Convertible Preferred Units | Series C-1 Convertible Preferred Units | |
Preferred units, Shares at Dec. 31, 2019 | 7,450,911 | |||||||||
Preferred units, Value at Dec. 31, 2019 | $ 55,692 | |||||||||
Stock-based compensation | $ 127 | $ 127 | ||||||||
Other comprehensive gain (loss) | (13) | $ (13) | ||||||||
Net loss | (5,031) | $ (5,031) | ||||||||
Preferred units, Shares at Mar. 31, 2020 | 7,450,911 | |||||||||
Preferred units, Value at Mar. 31, 2020 | $ 55,692 | |||||||||
Preferred units, Shares at Dec. 31, 2019 | 7,450,911 | |||||||||
Preferred units, Value at Dec. 31, 2019 | $ 55,692 | |||||||||
Net loss | (16,609) | |||||||||
Preferred units, Shares at Sep. 30, 2020 | 7,450,911 | |||||||||
Preferred units, Value at Sep. 30, 2020 | $ 55,692 | |||||||||
Preferred units, Shares at Mar. 31, 2020 | 7,450,911 | |||||||||
Preferred units, Value at Mar. 31, 2020 | $ 55,692 | |||||||||
Stock-based compensation | 130 | 130 | ||||||||
Other comprehensive gain (loss) | 7 | 7 | ||||||||
Net loss | (5,562) | (5,562) | ||||||||
Preferred units, Shares at Jun. 30, 2020 | 7,450,911 | |||||||||
Preferred units, Value at Jun. 30, 2020 | $ 55,692 | |||||||||
Stock-based compensation | 149 | 149 | ||||||||
Tax distributions | (330) | (330) | ||||||||
Other comprehensive gain (loss) | (2) | (2) | ||||||||
Net loss | (6,016) | (6,016) | ||||||||
Preferred units, Shares at Sep. 30, 2020 | 7,450,911 | |||||||||
Preferred units, Value at Sep. 30, 2020 | $ 55,692 | |||||||||
Balance at Dec. 31, 2020 | $ (53,145) | [1] | 1,603 | (54,748) | ||||||
Preferred units, Shares at Dec. 31, 2020 | 12,690,540 | 12,690,540 | ||||||||
Preferred units, Value at Dec. 31, 2020 | $ 107,374 | [1] | $ 107,374 | |||||||
Balance (Shares) at Dec. 31, 2020 | 2,248,687 | |||||||||
Stock-based compensation | 347 | 347 | ||||||||
Other comprehensive gain (loss) | (7) | (7) | ||||||||
Net loss | (8,066) | (8,066) | ||||||||
Balance at Mar. 31, 2021 | (60,871) | 1,950 | (62,814) | (7) | ||||||
Preferred units, Shares at Mar. 31, 2021 | 12,690,540 | |||||||||
Preferred units, Value at Mar. 31, 2021 | $ 107,374 | |||||||||
Balance (Shares) at Mar. 31, 2021 | 2,248,687 | |||||||||
Balance at Dec. 31, 2020 | $ (53,145) | [1] | 1,603 | (54,748) | ||||||
Preferred units, Shares at Dec. 31, 2020 | 12,690,540 | 12,690,540 | ||||||||
Preferred units, Value at Dec. 31, 2020 | $ 107,374 | [1] | $ 107,374 | |||||||
Balance (Shares) at Dec. 31, 2020 | 2,248,687 | |||||||||
Net loss | (32,764) | |||||||||
Balance at Sep. 30, 2021 | $ 327,520 | $ 4 | 415,030 | (87,512) | (2) | |||||
Preferred units, Shares at Sep. 30, 2021 | 0 | |||||||||
Balance (Shares) at Sep. 30, 2021 | 38,231,415 | |||||||||
Balance at Mar. 31, 2021 | $ (60,871) | 1,950 | (62,814) | (7) | ||||||
Preferred units, Shares at Mar. 31, 2021 | 12,690,540 | |||||||||
Preferred units, Value at Mar. 31, 2021 | $ 107,374 | |||||||||
Balance (Shares) at Mar. 31, 2021 | 2,248,687 | |||||||||
Stock-based compensation | 396 | 396 | ||||||||
Tax distributions | (60) | (60) | ||||||||
Other comprehensive gain (loss) | 7 | 7 | ||||||||
Net loss | (7,363) | (7,363) | ||||||||
Balance at Jun. 30, 2021 | (67,891) | 2,286 | (70,177) | |||||||
Preferred units, Shares at Jun. 30, 2021 | 12,690,540 | |||||||||
Preferred units, Value at Jun. 30, 2021 | $ 107,374 | |||||||||
Balance (Shares) at Jun. 30, 2021 | 2,248,687 | |||||||||
Issuance of Series convertible preferred units, net of issuance costs | $ 26,044 | $ 59,705 | ||||||||
Issuance of Series convertible preferred units, net of issuance costs, Shares | 2,619,994 | 4,446,056 | ||||||||
Conversion of convertible preferred, common and profit interest units to common stock | $ (193,123) | |||||||||
Conversion of convertible preferred, common and profit interest units to common stock, shares | (19,756,590) | |||||||||
Conversion of convertible preferred, common and profit interest units to common stock | 193,123 | $ 2 | 193,121 | |||||||
Conversion of convertible preferred, common and profit interest units to common stock ( Shares) | (2,248,687) | 24,366,797 | ||||||||
Conversion of preferred unit warrants to common stock warrants | 535 | 535 | ||||||||
Issuance of common stock in connection with initial public offering, net of issuance costs of $xx million | 214,708 | $ 2 | 214,706 | |||||||
Issuance of common stock in connection with initial public offering, net of issuance costs of $xx million, shares | 13,800,000 | |||||||||
Exercise of common stock warrants | 1,224 | 1,224 | ||||||||
Exercise of common stock warrants, shares | 64,648 | |||||||||
Settlement of fractional shares resulting from reverse stock split | (30) | |||||||||
Stock-based compensation | 3,158 | 3,158 | ||||||||
Other comprehensive gain (loss) | (2) | (2) | ||||||||
Net loss | (17,335) | (17,335) | ||||||||
Balance at Sep. 30, 2021 | $ 327,520 | $ 4 | $ 415,030 | $ (87,512) | $ (2) | |||||
Preferred units, Shares at Sep. 30, 2021 | 0 | |||||||||
Balance (Shares) at Sep. 30, 2021 | 38,231,415 | |||||||||
[1] | The condensed consolidated balance sheet as of December 31, 2020 is derived from the audited consolidated financial statements as of that date. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Convertible Preferred Units and Stockholders' Equity/ Members' (Deficit) (Parenthetical) (Unaudited) $ in Thousands | 3 Months Ended |
Sep. 30, 2021USD ($) | |
Initial Public Offering | |
Issuance costs | $ 19,864 |
Series C Convertible Preferred Units | |
Issuance costs | 1,132 |
Series C-1 Convertible Preferred Units | |
Issuance costs | $ 319 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Convertible Preferred Units and Members' (Deficit) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2020 | |
Beginning balance | $ (39,965) | $ (34,540) | $ (29,623) | $ (29,623) |
Stock-based compensation | 149 | 130 | 127 | |
Tax distributions | (330) | |||
Other comprehensive gain (loss) | (2) | 7 | (13) | |
Net loss | (6,016) | (5,562) | (5,031) | (16,609) |
Ending balance | $ (46,164) | $ (39,965) | $ (34,540) | $ (46,164) |
Common Units | ||||
Beginning balance, shares | 2,248,687 | 2,248,687 | 2,248,687 | 2,248,687 |
Beginning balance, shares | 2,248,687 | 2,248,687 | 2,248,687 | 2,248,687 |
Additional paid-in capital | ||||
Beginning balance | $ 1,635 | $ 1,505 | $ 1,378 | $ 1,378 |
Stock-based compensation | 149 | 130 | 127 | |
Tax distributions | (330) | |||
Ending balance | 1,454 | 1,635 | 1,505 | 1,454 |
Accumulated deficit | ||||
Beginning balance | (41,602) | (36,040) | (31,009) | (31,009) |
Net loss | (6,016) | (5,562) | (5,031) | |
Ending balance | (47,618) | (41,602) | (36,040) | (47,618) |
Accumulated other income (loss) | ||||
Beginning balance | 2 | (5) | 8 | $ 8 |
Other comprehensive gain (loss) | $ (2) | 7 | (13) | |
Ending balance | $ 2 | $ (5) | ||
Convertible Preferred Units | ||||
Preferred units, Shares | 7,450,911 | 7,450,911 | 7,450,911 | 7,450,911 |
Preferred units, Value | $ 55,692 | $ 55,692 | $ 55,692 | $ 55,692 |
Preferred units, Shares | 7,450,911 | 7,450,911 | 7,450,911 | 7,450,911 |
Preferred units, Value | $ 55,692 | $ 55,692 | $ 55,692 | $ 55,692 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (32,764) | $ (16,609) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 505 | 525 |
Stock-based compensation | 3,901 | 406 |
Change in fair value of warrant liability | 1,318 | 92 |
Net accretion and amortization in marketable securities | 218 | |
Amortization of debt issuance costs | 78 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (2,612) | 88 |
Accounts payable | 1,363 | 338 |
Accrued expenses and other liabilities | 4,242 | 707 |
Deferred revenue | (1,125) | (675) |
Deferred rent | (9) | 20 |
Other assets | 5 | 7 |
Net cash used in operating activities | (24,880) | (15,101) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (522) | (131) |
Purchase of marketable securities | (26,971) | (3,649) |
Proceeds from maturity of marketable securities | 2,700 | 17,400 |
Proceeds from sale of marketable securities | 4,400 | |
Net cash (used in) provided by investing activities | (24,793) | 18,020 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from debt financing, net of debt issuance costs | 2,416 | |
Payments on tax distributions | (45) | (330) |
Payments on capital lease obligations | (99) | (91) |
Proceeds from issuance of convertible preferred units, net of issuance costs | 83,341 | |
Proceeds from issuance of common stock upon initial public offering, net of underwriting discounts and commissions, and offering costs | 216,182 | |
Net cash provided by (used in) financing activities | 301,795 | (421) |
Net increase in cash and cash equivalents | 252,122 | 2,498 |
Cash, cash equivalents and restricted cash at beginning of period | 59,836 | 8,618 |
Cash, cash equivalents and restricted cash at end of period | 311,958 | $ 11,116 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Interest paid on term loan | (49) | |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Offering costs included in accounts payable and accrued liabilities | 1,475 | |
Issuance costs for convertible preferred units included in accounts payable and accrued liabilities | 257 | |
Accrued tax distributions | $ 15 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Description of Business | 1. Organization and Description of Business DICE Therapeutics, Inc. (DICE, or the Company), a successor to DiCE Molecules Holdings, LLC (DiCE LLC), is a Delaware Corporation headquartered in South San Francisco, California. DICE is a biopharmaceutical company leveraging its proprietary technology platform to build a pipeline of novel oral therapeutic candidates to treat chronic diseases in immunology and other therapeutic areas. The Company’s platform, DELSCAPE, is designed to discover selective oral small molecules with the potential to modulate protein-protein interactions (PPIs) as effectively as systemic biologics. Initial Public Offering and Corporate Conversion On September 17, 2021, the Company closed its initial public offering (the “IPO”) in which it sold an aggregate of 13,800,000 shares of common stock at a price to the public of $17.00 per share, which included 1,800,000 shares issued upon the full exercise by the underwriters of their option to purchase additional shares of common stock. The Company received aggregate net proceeds from the IPO of approximately $214.7 million, after deducting underwriting discounts and commissions. In contemplation of the IPO, on September 14, 2021, the Company completed the conversion (the “Conversion”), which included the following: DiCE Molecules Holdings LLC, converted from a Delaware limited liability company to a Delaware corporation by filing a certificate of conversion with the Secretary of State of the State of Delaware; and changed its name to DICE Therapeutics As part of the Conversion: • holders of Series A-1 convertible preferred units of DiCE LLC received one share of Series A-1 convertible preferred stock of the Company for each unit of Series A-1 convertible preferred units held immediately prior to the Conversion; • holders of Series A-2 convertible preferred units of DiCE LLC received one share of Series A-2 convertible preferred stock of the Company for each unit of Series A-2 convertible preferred units held immediately prior to the Conversion; • holders of Series B convertible preferred units of DiCE LLC received one share of Series B convertible preferred stock of the Company for each unit of Series B convertible preferred units held immediately prior to the Conversion; • holders of Series C convertible preferred units of DiCE LLC received one share of Series C convertible preferred stock of the Company for each unit of Series C convertible preferred units held immediately prior to the Conversion; • holders of Series C-1 convertible preferred units of DiCE LLC received one share of Series C-1 convertible preferred stock of the Company for each unit of Series C-1 convertible preferred units held immediately prior to the Conversion; • holders of common units of DiCE LLC received one share of common stock of the Company for each common unit held immediately prior to the Conversion; and • each outstanding profit interest unit in DiCE LLC, all of which were intended to constitute profits interests for U.S. federal income tax purposes, converted into a number of shares of common stock of the Company based upon a conversion price determined by the board of directors. The conversion price was determined as the difference between the IPO price of $17.00 per share and the participating threshold for each profit interest unit. The Company issued 2,361,520 common stock shares upon conversion of profit interest units of DiCE LLC, of which 1,141,403 common stock shares continue to vest as per the original vesting terms of the profit interest awards. The Company continues to hold all property and assets of DiCE LLC and assumed all of the debts and obligations of DiCE LLC. The Conversion was a tax-free reorganization, that included authorization to issue to capital stock consisting of 500,000,000 shares of common stock, $0.0001 par value per share, and 10,000,000 shares of undesignated preferred stock, $0.0001 par value per share. Immediately prior to the closing of the IPO, 19,756,590 of convertible preferred stock issued by the Company in the Conversion converted into an equal number of shares of common stock. Reverse Stock Split On September 2, 2021, DiCE LLC Board approved a reverse split of the Company’s units at a 1-for- 4 ratio (the “Reverse Stock Split”). The Reverse Stock Split became effective on September 8, 2021. All issued and outstanding common units, convertible preferred units, profits interest units, common unit warrants, convertible preferred unit warrants, and per share amounts contained in these unaudited condensed consolidated financial statements have been retroactively adjusted to reflect this Reverse Stock Split for all periods presented. Liquidity The Company has incurred significant operating losses since inception and has relied primarily on public and private equity to fund its operations. 87.5 The Company expects to continue to incur substantial losses, and its ability to achieve and sustain profitability will depend on the successful development, approval, and commercialization of product candidates and on the achievement of sufficient revenue to support its cost structure. The Company may never achieve profitability, and until then, the Company will need to continue to raise additional capital. As of September 30, 2021, the Company had Based on the current plan, the Company believes that its cash, cash equivalents, and marketable securities as of September 30, 2021 provide sufficient capital resources to continue its operations for at least twelve months from the issuance date of these unaudited condensed consolidated financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States (GAAP) as defined by the Financial Accounting Standards Board (FASB). The consolidated financial statements include the accounts of DICE Therapeutics, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. 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 and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expense during the reporting period. The Company evaluates its estimates, including those related to revenue recognition, the fair value of convertible preferred stock warrants, income taxes uncertainties, stock-based compensation, including the fair value of common stock, and related assumptions on an ongoing basis using historical experience and other factors, and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could materially differ from those estimates. Unaudited Interim Condensed Consolidated Financial Statements The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all necessary adjustments, which include only normal recurring adjustments necessary to present fairly the Company’s financial position as of September 30, 2021, and its results of operations and comprehensive loss and changes in stockholders’ equity and members’ deficit for the three and nine-months ended September 30, 2020 and 2021 and its cash flows for the nine months ended September 30, 2020 and 2021 . The financial data and the other financial information contained in these notes to the condensed consolidated financial statements related to the three and nine -month periods are also unaudited. The results of operations for the three and nine - months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any other future annual or interim period. These condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements included in the prospectus dated September 14 , 202 1 that forms a part of the Company's Registration Statement on Form S-1 (File No. 333-2 59061 ), as filed with the SEC pursuant to Rule 424(b)(4) promulgated under the Securities Act of 1933, as amended. Concentration of Credit Risk Cash equivalents and short-term marketable securities are financial instruments that potentially subject the Company to concentrations of credit risk. Cash and cash equivalents are deposited in checking and sweep accounts at a financial institution. Such deposits may, at times, exceed federally insured limits. The Company has not experienced any losses on its deposits of cash and cash equivalents. The Company invests in money market funds, treasury bills and notes, government bonds, commercial paper, and corporate notes. The Company limits its credit risk associated with cash equivalents, short-term marketable securities and long-term investments by placing them with banks and institutions it believes are credit-worthy and in highly rated investments. Cash, Cash Equivalents, and Restricted Cash All highly liquid investments with original maturities of 90 days or less at the date of purchase are considered to be cash and cash equivalents. Cash equivalents include marketable securities having an original maturity of three months or less at the time of purchase. Restricted cash consists of funds in a money market account that serves as collateral for lease agreements. The following table provides a reconciliation of cash and cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows: September 30, 2021 December 31, 2020 (In thousands) Cash and cash equivalents $ 311,610 $ 59,687 Restricted cash 348 149 Total cash, cash equivalents, and restricted cash $ 311,958 $ 59,836 Fair Value Measurement Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability, or an exit price, in the principal or most advantageous market for that asset or liability in an orderly transaction between market participants on the measurement date. Fair value is measured based on a three-level hierarchy of inputs, of which the first two are considered observable and the last unobservable. Unobservable inputs reflect the Company’s own assumptions about current market conditions. The use of observable inputs is maximized, where available, and the use of unobservable inputs is minimized when measuring fair value. The three-level hierarchy of inputs is as follows: Level 1 —Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; Level 2 —Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; Level 3 —Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The carrying amounts reflected in the consolidated balance sheets for accounts receivable, accounts payable and accrued liabilities approximate their fair values due to their short-term nature. Warrant Liabilities The Company accounts for its freestanding warrants on its convertible preferred stock and warrants on its common stock as liabilities at fair value. The convertible preferred stock warrants are classified as liabilities because the underlying convertible preferred stocks are contingently redeemable and, therefore, may obligate the Company to transfer assets at some point in the future. The common stock warrants are classified as liabilities because the terms of the warrants provide for certain adjustments to the exercise price that do not meet the criteria for equity classification. The warrants are recorded at fair value upon issuance and re-measured at each reporting period, with changes in fair value recognized as a component of other income (expense) in the condensed consolidated statements of operations. The warrants are remeasured to fair value until the earlier of the exercise of the warrants, the expiration of the warrants, or until such time as the warrants are no longer considered liability instruments. Upon the closing of the IPO in September 2021, the convertible preferred stock warrants were converted into warrants to purchase common stock and the related warrant liabilities were reclassified to additional paid-in capital, a component of stockholders’ equity. sequently, there are no warrants outstanding as of September 30, 2021. Revenue Recognition The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive to in exchange for those goods or services. To determine revenue recognition for customer contracts, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that it will collect the consideration it is entitled to in exchange for the goods and services it transfers to the customer. At contract inception, the Company assesses the goods or services promised within each contract that falls under the scope of Topic 606, determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The Company enters into collaboration agreements under which it may obtain upfront license fees, research and development funding, and development, regulatory and commercial milestone payments, and royalty payments. The Company’s performance obligations under these arrangements may include licenses of intellectual property, and research and development services. In the collaboration agreements, the Company has a performance obligation perform research and development services to identify compounds as therapeutic candidates against identified targets. The revenue is recognized as the research and development services are being performed and the results of the research and development services are provided to the customer. The customers have options to elect commercial licenses of intellectual property. As the customer options are not considered to be a material right, customer options are accounted for as separate contracts if and when they are exercised by the customer. The Company is eligible to receive milestone payments under the collaborative arrangements. The Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price. If it is probable that a significant revenue reversal would not occur, the associated milestone value would be included in the transaction price. Milestone payments that are not within the Company’s or the licensee’s control, such as regulatory approvals, are generally not considered probable of being achieved until those approvals are received. Under the collaborative arrangements, the Company may be eligible to receive sales-based royalties, including milestone payments based on the level of sales, and in which the license is deemed to be the predominant item to which the royalties relate. The Company would recognize revenue when the related sales occur to earn the royalty or sales-based milestone payments. Upfront payments and fees are recorded as deferred revenue upon receipt or when due, and may require deferral of revenue recognition to a future period until the Company performs its obligations under these arrangements. Amounts payable to the Company are recorded as accounts receivable when the Company’s right to consideration is unconditional. Net Loss Per Share Basic net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding during the period, without consideration for potentially dilutive securities. Diluted net loss per share is the same as basic net loss per share for each period presented, as the effects of potentially dilutive securities are antidilutive given the net loss of the Company. Comprehensive Loss Comprehensive loss comprises net loss and changes in accumulated other comprehensive income (loss) on the Company’s marketable securities related to unrealized gains and losses. Recent Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The standard requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases. The standard will also require new qualitative and quantitative disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. For public entities, this standard is effective for fiscal years beginning after December 15, 2018. As a result of the Company having elected the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act, this standard will become effective for the Company for the fiscal year ending after December 31, 2021. Early adoption is permitted. Upon the adoption of this standard, the Company expects to recognize a right-of-use asset and lease liability on the consolidated balance sheets but does not expect the adoption to have a material impact on its consolidated statements of operations. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326). This standard requires measurement and recognition of expected credit losses for financial assets. The FASB subsequently issued clarifications to this standard. This standard will become effective for the Company for fiscal years beginning after December 15, 2022. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements and related disclosures. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements The following tables present the Company’s assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy: September 30, 2021 Level 1 Level 2 Level 3 Total (In thousands) Assets: Money market funds $ 310,978 $ — $ — $ 310,978 Foreign government securities — 3,013 — 3,013 Corporate securities and commercial paper — 21,039 — 21,039 Total assets $ 310,978 $ 24,052 $ — $ 335,030 December 31, 2020 Level 1 Level 2 Level 3 Total (In thousands) Assets: Money market funds $ 5,508 $ — $ — $ 5,508 Liabilities: Warrant liability $ — $ — $ 314 $ 314 The fair value and amortized cost of investments in marketable securities by major security type are as follows: September 30, 2021 Amortized Cost Unrealized Gain Unrealized Loss Aggregate Fair Value (In thousands) Assets: Money market funds $ 310,978 $ — $ — $ 310,978 Foreign government securities 3,013 — — 3,013 Corporate securities and commercial paper 21,041 — (2 ) 21,039 Total assets $ 335,032 $ — $ (2 ) $ 335,030 December 31, 2020 Amortized Cost Unrealized Gain Unrealized Loss Aggregate Fair Value (In thousands) Assets: Money market funds $ 5,508 $ — $ — $ 5,508 Total assets $ 5,508 $ — $ — $ 5,508 As of September 30, 2021, the remaining contractual maturities for marketable securities were between one and six months. Warrant Liability Upon the closing of the IPO in September 2021, the convertible preferred stock warrants were converted into warrants to purchase common stock. All of the outstanding common stock warrants were net exercised in September 2021. The related warrant liabilities were remeasured using the value of the net shares issued on the date of settlement. The following table presents the changes in fair values of the Company’s convertible preferred stock warrants and common stock warrants, classified as level 3 financial liabilities: Nine Months Ended September 30, 2021 2020 (In thousands) Beginning balance $ 314 $ 170 Fair value of warrants issued in connection with debt financing 127 — Change in fair value 1,318 92 Conversion of convertible preferred stock warrants to common stock warrants upon the closing of the IPO (535 ) — Reclassification of fair value of warrants to equity upon the net exercise of warrants (1,224 ) — Ending balance $ — $ 262 Prior to settlement, the fair value of the warrant liability was estimated using a hybrid approach between a probability-weighted expected return method (PWERM) and an option pricing model (OPM), which estimated the probability weighted value across multiple liquidity scenarios, while using OPM to estimate the allocation of value within one or more of those scenarios. The Company considered various scenarios, including a scenario in which the Company completes an IPO, a scenario in which the Company stays private, and a scenario contemplating a merger or acquisition. |
Collaboration Revenue
Collaboration Revenue | 9 Months Ended |
Sep. 30, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Collaboration Revenue | 4 . Collaboration Revenue 2015 Sanofi Collaboration Agreement In December 2015, the Company entered into a license and collaboration agreement (the Sanofi Agreement) with Aventis, Inc. (Sanofi), which was amended and restated in August 2017 (as amended, the 2015 Collaboration Agreement). Under the Sanofi Agreement, the Company agreed to provide research services on identified targets and to grant Sanofi an exclusive option to license to develop and commercialize (as applicable), certain compounds into products within the time frames specified therein. In particular, the Company has agreed to identify, in two or more screening libraries, compounds that bind to seven agreed upon immuno-oncology targets and to generate collaboration compounds for use by Sanofi to develop and commercialize collaboration products. Over time and subject to certain limitations, Sanofi may request to replace the drug targets with new targets. Under the terms of the Sanofi Agreement, Sanofi has the exclusive rights and is responsible for the development, commercialization and manufacture of collaboration products resulting from the collaboration. Sanofi is obligated to use commercially reasonable efforts to commercialize at least one collaboration product for each target, within certain countries, upon regulatory approval of such product. For drug targets that are subject to the collaboration, the Company has primary responsibility for conducting preclinical research activities in accordance with the applicable research plan agreed to by the parties and established on a target-by-target basis. The Company is obligated to use commercially reasonable efforts to identify relevant compounds with commercial potential to the applicable target. In addition to the ongoing research services, the arrangement includes several customer options. As of September 30, 2021, Sanofi had not elected any of the customer options. Upon the signing of the Sanofi Agreement in December 2015, Sanofi paid the Company an initial fee of $8.0 million for the target exclusivity rights and an additional $1.0 million annual technology access and development fee. In December 2016, Sanofi paid the Company an additional $9.0 million fee for the same services. In addition, with respect to compounds identified as part of the collaboration, the Company may be eligible to receive up to an aggregate of $200 million in payments from Sanofi upon the achievement of certain developmental and regulatory milestones, including up to $30 million upon achievement of certain development milestones through IND submission. The Company may also receive tiered royalties ranging from mid-single digits to the low-teens on global net sales of any approved products containing collaboration compounds under the Sanofi Agreement. At the date of the 2017 amendment to the Sanofi Agreement, the Company had remaining unrecognized revenue of $ 3.0 million from the Agreement to be recognized over the remaining term (August 2017 through December 2020) when research services were being provided. For the three and nine - months ended September 30, 2020, revenue of $ million and $ 0.7 million was recognized. There was no remaining deferred revenue balance to be recognized as of September 30, 2021 . The performance obligation under the Sanofi Agreement, as amended, consists of research services to create libraries with active compounds for assigned collaboration targets that can be developed into a drug for commercial use. In addition to the ongoing research services, the arrangement includes several customer options. Sanofi can elect to request a commercial license and SAR dataset license if it approves the active compounds submitted after the completion of the screening library and it can request a focused library output for additional services to further define an active compound with the potential goal of commercializing the drug for use. Any revenue related to Sanofi’s exercise of these customer options, such as a request for the dataset license for milestone packages which identify such active compounds, will be accounted for as separate contracts when and if exercised. As of September 30, 2021, Sanofi had not elected additional customer options. Under the Sanofi Agreement, the Company earns Sum of the Evidence (SOE) points depending on the milestone achieved and Sanofi’s elections. In connection with this right, the Company recognized $2.0 million in revenue in 2018, when SOE points were earned. The services provided by the Company under the Sanofi Agreement were completed in December 2020 and there is no remaining deferred revenue as of December 31, 2020. Any further revenue to be recognized under the Sanofi Agreement is dependent on Sanofi in advancing the program and enabling the Company to earn variable consideration. 2017 Genentech Collaboration Agreement In November 2017, the Company entered into a collaboration agreement (the Genentech Agreement) with Genentech, Inc. Under the 2017 Collaboration Agreement, the Company was entitled to receive a one-time target access fee for each of the collaboration targets designated. The research collaboration with respect to each collaboration target has a two-year Upon execution of the Genentech Agreement, Genentech designated certain collaboration targets and paid the Company a $4.5 million target access fee. In 2018, Genentech paid the Company an additional $1.5 million in target access fees. Our performance obligation under the collaboration consists of research services. The revenue related to the performance obligation is recognized when the research services are completed and delivered to the Genentech. The Company initiated research activities on active collaboration targets in March 2018 and submitted five milestone packages for Genentech to review in 2019. The Company recognized collaboration revenue of $0 and $4.9 million for the years ended December 31, 2020 and 2019, which accounted for the completion of the milestone packages and research services. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 5 . Commitments and Contingencies Leases The Company leases its headquarters with its main offices and laboratory facilities in South San Francisco under a sublease agreement that initially ended in February 2022. In June 2021, a two-month In June 2021, the Company entered into a lease agreement for a new office space in South San Francisco, California. The lease has an initial term of seven years, beginning on the lease commencement date, with an option to extend the lease for an additional period of five years. The lease commencement date is on April 1, 2022. Under the terms of the lease, the Company is required to maintain a letter of credit for the benefit of the landlord in the amount of $0.2 million, commencing on the effective date of the agreement until the expiration of the lease. The deposit related to the letter of credit is included within the restricted cash on the condensed consolidated balance sheet. The following are minimum future rental payments owed under the Company’s operating leases as of September 30, 2021: (In thousands) 2021 (remaining three months) $ 377 2022 2,286 2023 2,433 2024 2,506 2025 2,582 Thereafter 8,929 Total $ 19,113 Rent expense for the three and nine months ended September 30, 2021 and 2020 was $0.4 million, $1.1 million, $0.4 million and $1.1 million, respectively. In 2018, the Company entered into a capital lease arrangement to finance the purchase of equipment. This capital lease arrangement expired in September 2021 and the outstanding amounts under the agreements are secured by liens on the related equipment. There are no remaining payments as of September 30, 2021. |
Debt Obligation
Debt Obligation | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt Obligation | 6 . Debt Obligation Loan and Security Agreement On April 13, 2021, the Company entered into a senior secured term loan facility with Silicon Valley Bank (SVB) (the SVB Loan and Security Agreement), which provides for a $10.0 million term loan of which $2.5 million was drawn, with an option to borrow up to $7.5 million in additional term loans, subject to the Company achieving certain development milestones related to its IL-17 program (the SVB Term Loan). The SVB Term Loan matures on February 1, 2025. Starting in May 2021, payments of interest only are due monthly. Starting in July 2022, 32 equal monthly payments of principal and interest are due. The SVB Term Loan bears interest at a floating rate equal to the greater of (i) the Wall Street Journal Prime Rate plus 1.75% and (ii) 5.0% per annum. The SVB Term Loan calls for a final payment equal to 5.75% of the original principal amount, due upon the earlier of maturity, prepayment or acceleration of the principal due to an event of default. Such final payment will be recorded as a debt discount and is being accreted to interest expense over the term of the loan using the effective interest method. The Company may, at its option, prepay the SVB Term Loan in full at any time prior to maturity, subject to a prepayment fee ranging between 1% and 2% of the outstanding principal amount of the SVB Term Loan. The prepayment fee would also be due and payable in the event of an acceleration of the principal amount of the loan due to an event of default. The SVB Term Loan is secured by substantially all of the Company’s assets, subject to certain exceptions. The SVB Loan and Security Agreement contains customary representations, warranties, and affirmative covenants and also contains certain restrictive covenants. The Company is in compliance with the SVB Loan and Security Agreement financial and nonfinancial covenants as of September 30, 2021. The SVB Term Loan includes a compound embedded derivate related to the prepayment and interest upon the event of default features. The compound embedded derivative was determined to be not material to the condensed consolidated financial statements. In connection with the SVB Loan and Security Agreement, the Company issued to SVB warrants to purchase 38,058 shares of common stocks of the Company at an exercise price of $4.72 per share. If the Company makes additional borrowings under the term loan facility, the number of the common stock issuable upon exercise of the warrants will increase by up to 19,030 shares in the aggregate, depending on the amount borrowed. The estimated fair value of the warrants at issuance was recorded as a discount on the loan and is amortized to interest expense over the term of the agreement using the effective interest method. Refer to Note 2 for the accounting for the common stock warrants. In connection with the SVB Term Loan, during the three and nine months ended September 30, 2021, the Company recognized interest expense of $0.1 million and $0.1 million, respectively. A schedule of the Company’s future debt payments as of September 30, 2021 is as follows: (In thousands) 2021 (remaining three months) $ — 2022 468 2023 938 2024 938 2025 300 Thereafter — Total principal debt payments 2,644 Less: debt discount (277 ) Total debt $ 2,367 |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2021 | |
Warrants And Rights Note Disclosure [Abstract] | |
Warrants | 7 . Warrants Convertible Preferred Stock Warrants On the closing of the IPO, the aggregate outstanding convertible preferred stock warrants of 64,003 shares converted into 64,003 common stock warrants with an exercise price of $8.64 per share, which resulted in the reclassification of the convertible preferred stock warrant liability of $0.5 million to additional paid-in capital. In September 2021, all of these common stock warrants were net exercised into 31,460 shares of common stock. Common Stock Warrants In September 2021, common stock warrants to purchase 38,058 shares of the Company’s stock were net exercised into 33,188 shares of common stock, which resulted in the reclassification of the common stock warrant liability of $1.2 million to additional paid-in capital. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based Compensation | 8 . Share-Based Compensation 2014 Equity Incentive Plan Prior to the Conversion, the Company granted profit interest units under the 2014 Equity Incentive Plan (the Plan). Under the provisions of the Plan, the Board of Managers granted profit interest units (“PI Units”) to employees, managers, and consultants (collectively, the Participants). PI Units were Common Units that were issued to Participants with a threshold amount. In the event of a distribution by the Company, the proceeds distributed to the holder would be reduced by the threshold amount. PI Units were economically similar to a stock option award and vested based on time or performance-based milestones, as determined by the Board of Managers and stipulated in the grant agreements. Profit interest units generally vested 25% after one-year with the remainder vesting monthly over the following three-year period. The Company has determined that the underlying terms and intended purpose of the PI Units are more akin to an equity-based compensation for employees and non-employees than a performance bonus or profit-sharing arrangement. The following table summarizes the PI Units activity: Number of Units Weighted- Average Grant Date Fair Value Balance as of December 31, 2020 1,824,335 $ 1.97 Granted 1,385,782 5.03 Cancelled/Forfeited (47,227 ) 2.63 Converted to vested and unvested common stock (3,162,890 ) 3.29 Balance as of September 30, 2021 — $ — Immediately prior to consummation of the IPO, all of the outstanding profit interest units were converted into 2,361,520 shares of common stock, of which 1,141,403 were subject to certain vesting conditions. Number of Shares Weighted- Average Grant Date Fair Value Balance as of December 31, 2020 — $ — Conversion of profit interest units 1,141,403 $ 6.62 Vested (7,396 ) $ 3.81 Balance as of September 30, 2021 1,134,007 $ 6.64 Determination of Fair Value of Profit Interest Units The estimated grant-date fair value of all the Company’s PI Units was calculated using the Black-Scholes option pricing model, based on the following assumptions: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Expected term (in years) 5.5 - 6.1 6.1 5.5 - 6.1 6.1 Expected volatility 75% 80% 75% 75 - 80% Risk-free interest rate 0.74 - 0.82% 0.42% 0.74 - 1.10% 0.42 - 1.73% Dividend yield 0% 0% 0% 0% Fair Value of Common Units Prior to the IPO, the grant-date fair market value of common units underlying unit options had historically been determined by the Board of Managers with assistance of third-party valuation specialists. Because there had been no public market for the common units, the Board of Managers exercised reasonable judgment and considers a number of objective and subjective factors to determine the best estimate of the fair market value, which included important developments in the Company’s operations, the prices at which the Company sold units of its convertible preferred units, the rights, preferences and privileges of the Company’s convertible preferred units relative to those of the Company’s common units, actual operating results, financial performance, external market conditions in the life sciences industry, general U.S. market conditions, equity market conditions of comparable public companies, and the lack of marketability of the Company’s common units. 2021 Stock Incentive Plan In September 2021, the Company’s board of directors and stockholders adopted and approved the 2021 Incentive Award Plan, or the 2021 Plan, and the Employee Stock Purchase Plan, or the ESPP, which became effective in connection with the IPO. The Company reserved 6,189,332 The number of shares of common stock reserved for issuance under the 2021 Plan automatically increase on the first day of January, commencing on January 1, 2022 and through 2031, in an amount equal to 4% of the total number of shares of the Company’s capital stock outstanding on the last day of the preceding year, or a lesser number of shares determined by the Company’s board of directors. In addition, any awards subject to the 2014 Plan which are forfeited or repurchased by the Company after the effective date of the 2021 Plan are added to the 2021 Plan reserve. Awards granted under the 2021 Plan expire no later than ten years from the date of grant. For the Incentive Stock Options, or ISOs, and Nonstatutory Stock Options, or NSOs, the option price shall not be less than 100% of the estimated fair value on the date of grant. Options granted typically vest over a four-year Stock option activity under the 2021 Plan was as follows: Number of Shares Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Balances as of December 31, 2020 — $ — — $ — Stock options granted 1,417,226 17.00 Balances as of September 30, 2021 1,417,226 $ 17.00 9.95 $ 22,321 Options vested and exercisable as of September 30, 2021 229,868 $ 17.00 9.95 $ 3,620 The estimated grant-date fair value of the Company’s stock-based awards was calculated using the Black-Scholes option pricing model, based on the following assumptions: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Expected term (in years) 5.0 - 6.7 — 5.0 - 6.7 — Expected volatility 72 - 73% — 72 - 73% — Risk-free interest rate 0.79 - 1.02% — 0.79 - 1.02% — Dividend yield 0% — 0% — The Company recognized share-based compensation as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Research and development $ 1,377 $ 100 $ 2,179 $ 269 General and administrative 1,781 49 1,722 137 Total stock-based compensation expense $ 3,158 $ 149 $ 3,901 $ 406 As of September 30, 2021, there was $ 19.7 |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 9 . Net Loss Per Share The following outstanding shares have been excluded from the computation of diluted net loss per share for the three and nine months ended September 30, 2021 and 2020 because their effect would have been anti-dilutive: September 30, 2021 2020 Convertible preferred units — 7,450,911 Profit interest units — 1,824,335 Warrants to purchase common units and convertible preferred units — 64,003 Restricted stock subject to future vesting 1,134,007 — Stock options to purchase common stock 1,417,226 — Total 2,551,233 9,339,249 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States (GAAP) as defined by the Financial Accounting Standards Board (FASB). The consolidated financial statements include the accounts of DICE Therapeutics, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
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 and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expense during the reporting period. The Company evaluates its estimates, including those related to revenue recognition, the fair value of convertible preferred stock warrants, income taxes uncertainties, stock-based compensation, including the fair value of common stock, and related assumptions on an ongoing basis using historical experience and other factors, and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could materially differ from those estimates. |
Unaudited Interim Condensed Consolidated Financial Statements | Unaudited Interim Condensed Consolidated Financial Statements The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all necessary adjustments, which include only normal recurring adjustments necessary to present fairly the Company’s financial position as of September 30, 2021, and its results of operations and comprehensive loss and changes in stockholders’ equity and members’ deficit for the three and nine-months ended September 30, 2020 and 2021 and its cash flows for the nine months ended September 30, 2020 and 2021 . The financial data and the other financial information contained in these notes to the condensed consolidated financial statements related to the three and nine -month periods are also unaudited. The results of operations for the three and nine - months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any other future annual or interim period. These condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements included in the prospectus dated September 14 , 202 1 that forms a part of the Company's Registration Statement on Form S-1 (File No. 333-2 59061 ), as filed with the SEC pursuant to Rule 424(b)(4) promulgated under the Securities Act of 1933, as amended. |
Concentration of Credit Risk | Concentration of Credit Risk Cash equivalents and short-term marketable securities are financial instruments that potentially subject the Company to concentrations of credit risk. Cash and cash equivalents are deposited in checking and sweep accounts at a financial institution. Such deposits may, at times, exceed federally insured limits. The Company has not experienced any losses on its deposits of cash and cash equivalents. The Company invests in money market funds, treasury bills and notes, government bonds, commercial paper, and corporate notes. The Company limits its credit risk associated with cash equivalents, short-term marketable securities and long-term investments by placing them with banks and institutions it believes are credit-worthy and in highly rated investments. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents, and Restricted Cash All highly liquid investments with original maturities of 90 days or less at the date of purchase are considered to be cash and cash equivalents. Cash equivalents include marketable securities having an original maturity of three months or less at the time of purchase. Restricted cash consists of funds in a money market account that serves as collateral for lease agreements. The following table provides a reconciliation of cash and cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows: September 30, 2021 December 31, 2020 (In thousands) Cash and cash equivalents $ 311,610 $ 59,687 Restricted cash 348 149 Total cash, cash equivalents, and restricted cash $ 311,958 $ 59,836 |
Fair Value Measurement | Fair Value Measurement Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability, or an exit price, in the principal or most advantageous market for that asset or liability in an orderly transaction between market participants on the measurement date. Fair value is measured based on a three-level hierarchy of inputs, of which the first two are considered observable and the last unobservable. Unobservable inputs reflect the Company’s own assumptions about current market conditions. The use of observable inputs is maximized, where available, and the use of unobservable inputs is minimized when measuring fair value. The three-level hierarchy of inputs is as follows: Level 1 —Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; Level 2 —Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; Level 3 —Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The carrying amounts reflected in the consolidated balance sheets for accounts receivable, accounts payable and accrued liabilities approximate their fair values due to their short-term nature. |
Warrant Liabilities | Warrant Liabilities The Company accounts for its freestanding warrants on its convertible preferred stock and warrants on its common stock as liabilities at fair value. The convertible preferred stock warrants are classified as liabilities because the underlying convertible preferred stocks are contingently redeemable and, therefore, may obligate the Company to transfer assets at some point in the future. The common stock warrants are classified as liabilities because the terms of the warrants provide for certain adjustments to the exercise price that do not meet the criteria for equity classification. The warrants are recorded at fair value upon issuance and re-measured at each reporting period, with changes in fair value recognized as a component of other income (expense) in the condensed consolidated statements of operations. The warrants are remeasured to fair value until the earlier of the exercise of the warrants, the expiration of the warrants, or until such time as the warrants are no longer considered liability instruments. Upon the closing of the IPO in September 2021, the convertible preferred stock warrants were converted into warrants to purchase common stock and the related warrant liabilities were reclassified to additional paid-in capital, a component of stockholders’ equity. sequently, there are no warrants outstanding as of September 30, 2021. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive to in exchange for those goods or services. To determine revenue recognition for customer contracts, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that it will collect the consideration it is entitled to in exchange for the goods and services it transfers to the customer. At contract inception, the Company assesses the goods or services promised within each contract that falls under the scope of Topic 606, determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The Company enters into collaboration agreements under which it may obtain upfront license fees, research and development funding, and development, regulatory and commercial milestone payments, and royalty payments. The Company’s performance obligations under these arrangements may include licenses of intellectual property, and research and development services. In the collaboration agreements, the Company has a performance obligation perform research and development services to identify compounds as therapeutic candidates against identified targets. The revenue is recognized as the research and development services are being performed and the results of the research and development services are provided to the customer. The customers have options to elect commercial licenses of intellectual property. As the customer options are not considered to be a material right, customer options are accounted for as separate contracts if and when they are exercised by the customer. The Company is eligible to receive milestone payments under the collaborative arrangements. The Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price. If it is probable that a significant revenue reversal would not occur, the associated milestone value would be included in the transaction price. Milestone payments that are not within the Company’s or the licensee’s control, such as regulatory approvals, are generally not considered probable of being achieved until those approvals are received. Under the collaborative arrangements, the Company may be eligible to receive sales-based royalties, including milestone payments based on the level of sales, and in which the license is deemed to be the predominant item to which the royalties relate. The Company would recognize revenue when the related sales occur to earn the royalty or sales-based milestone payments. Upfront payments and fees are recorded as deferred revenue upon receipt or when due, and may require deferral of revenue recognition to a future period until the Company performs its obligations under these arrangements. Amounts payable to the Company are recorded as accounts receivable when the Company’s right to consideration is unconditional. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding during the period, without consideration for potentially dilutive securities. Diluted net loss per share is the same as basic net loss per share for each period presented, as the effects of potentially dilutive securities are antidilutive given the net loss of the Company. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss comprises net loss and changes in accumulated other comprehensive income (loss) on the Company’s marketable securities related to unrealized gains and losses. |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The standard requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases. The standard will also require new qualitative and quantitative disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. For public entities, this standard is effective for fiscal years beginning after December 15, 2018. As a result of the Company having elected the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act, this standard will become effective for the Company for the fiscal year ending after December 31, 2021. Early adoption is permitted. Upon the adoption of this standard, the Company expects to recognize a right-of-use asset and lease liability on the consolidated balance sheets but does not expect the adoption to have a material impact on its consolidated statements of operations. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326). This standard requires measurement and recognition of expected credit losses for financial assets. The FASB subsequently issued clarifications to this standard. This standard will become effective for the Company for fiscal years beginning after December 15, 2022. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Reconciliation of Cash and Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash and cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows: September 30, 2021 December 31, 2020 (In thousands) Cash and cash equivalents $ 311,610 $ 59,687 Restricted cash 348 149 Total cash, cash equivalents, and restricted cash $ 311,958 $ 59,836 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis by Level Within Fair Value Hierarchy | The following tables present the Company’s assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy: September 30, 2021 Level 1 Level 2 Level 3 Total (In thousands) Assets: Money market funds $ 310,978 $ — $ — $ 310,978 Foreign government securities — 3,013 — 3,013 Corporate securities and commercial paper — 21,039 — 21,039 Total assets $ 310,978 $ 24,052 $ — $ 335,030 December 31, 2020 Level 1 Level 2 Level 3 Total (In thousands) Assets: Money market funds $ 5,508 $ — $ — $ 5,508 Liabilities: Warrant liability $ — $ — $ 314 $ 314 |
Schedule of Fair Value and Amortized Cost of Investments in Marketable Securities | The fair value and amortized cost of investments in marketable securities by major security type are as follows: September 30, 2021 Amortized Cost Unrealized Gain Unrealized Loss Aggregate Fair Value (In thousands) Assets: Money market funds $ 310,978 $ — $ — $ 310,978 Foreign government securities 3,013 — — 3,013 Corporate securities and commercial paper 21,041 — (2 ) 21,039 Total assets $ 335,032 $ — $ (2 ) $ 335,030 December 31, 2020 Amortized Cost Unrealized Gain Unrealized Loss Aggregate Fair Value (In thousands) Assets: Money market funds $ 5,508 $ — $ — $ 5,508 Total assets $ 5,508 $ — $ — $ 5,508 |
Changes In Fair Values of Convertible Preferred Stock Warrants and Common Stock Warrants, Classified as Level 3 Financial Liabilities | The following table presents the changes in fair values of the Company’s convertible preferred stock warrants and common stock warrants, classified as level 3 financial liabilities: Nine Months Ended September 30, 2021 2020 (In thousands) Beginning balance $ 314 $ 170 Fair value of warrants issued in connection with debt financing 127 — Change in fair value 1,318 92 Conversion of convertible preferred stock warrants to common stock warrants upon the closing of the IPO (535 ) — Reclassification of fair value of warrants to equity upon the net exercise of warrants (1,224 ) — Ending balance $ — $ 262 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Minimum Future Rental Payments Owned Under Operating lease | The following are minimum future rental payments owed under the Company’s operating leases as of September 30, 2021: (In thousands) 2021 (remaining three months) $ 377 2022 2,286 2023 2,433 2024 2,506 2025 2,582 Thereafter 8,929 Total $ 19,113 |
Debt Obligation (Tables)
Debt Obligation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Future Debt Payments | A schedule of the Company’s future debt payments as of September 30, 2021 is as follows: (In thousands) 2021 (remaining three months) $ — 2022 468 2023 938 2024 938 2025 300 Thereafter — Total principal debt payments 2,644 Less: debt discount (277 ) Total debt $ 2,367 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Unvested Common Stock Activity | The following table provides a summary of the unvested common stock activity during the nine months ended September 30, 2021 Number of Shares Weighted- Average Grant Date Fair Value Balance as of December 31, 2020 — $ — Conversion of profit interest units 1,141,403 $ 6.62 Vested (7,396 ) $ 3.81 Balance as of September 30, 2021 1,134,007 $ 6.64 |
Summary of Recognized Share-Based Compensation | The Company recognized share-based compensation as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Research and development $ 1,377 $ 100 $ 2,179 $ 269 General and administrative 1,781 49 1,722 137 Total stock-based compensation expense $ 3,158 $ 149 $ 3,901 $ 406 |
2014 Equity Incentive Plan | Profit Interest Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of PI Units Activity | The following table summarizes the PI Units activity: Number of Units Weighted- Average Grant Date Fair Value Balance as of December 31, 2020 1,824,335 $ 1.97 Granted 1,385,782 5.03 Cancelled/Forfeited (47,227 ) 2.63 Converted to vested and unvested common stock (3,162,890 ) 3.29 Balance as of September 30, 2021 — $ — |
Summary of Estimated Grant-Date Fair Value of Units/Awards Calculated Using Black-Scholes Option Pricing Model | The estimated grant-date fair value of all the Company’s PI Units was calculated using the Black-Scholes option pricing model, based on the following assumptions: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Expected term (in years) 5.5 - 6.1 6.1 5.5 - 6.1 6.1 Expected volatility 75% 80% 75% 75 - 80% Risk-free interest rate 0.74 - 0.82% 0.42% 0.74 - 1.10% 0.42 - 1.73% Dividend yield 0% 0% 0% 0% |
2021 Stock Incentive Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Estimated Grant-Date Fair Value of Units/Awards Calculated Using Black-Scholes Option Pricing Model | The estimated grant-date fair value of the Company’s stock-based awards was calculated using the Black-Scholes option pricing model, based on the following assumptions: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Expected term (in years) 5.0 - 6.7 — 5.0 - 6.7 — Expected volatility 72 - 73% — 72 - 73% — Risk-free interest rate 0.79 - 1.02% — 0.79 - 1.02% — Dividend yield 0% — 0% — |
Summary of Stock Option Activity under 2021 Plan | Stock option activity under the 2021 Plan was as follows: Number of Shares Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Balances as of December 31, 2020 — $ — — $ — Stock options granted 1,417,226 17.00 Balances as of September 30, 2021 1,417,226 $ 17.00 9.95 $ 22,321 Options vested and exercisable as of September 30, 2021 229,868 $ 17.00 9.95 $ 3,620 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Summary of Outstanding Shares Have Been Excluded from Computation of Diluted Net Loss Per Share Because Their Effect Would have Been Anti-Dilutive | The following outstanding shares have been excluded from the computation of diluted net loss per share for the three and nine months ended September 30, 2021 and 2020 because their effect would have been anti-dilutive: September 30, 2021 2020 Convertible preferred units — 7,450,911 Profit interest units — 1,824,335 Warrants to purchase common units and convertible preferred units — 64,003 Restricted stock subject to future vesting 1,134,007 — Stock options to purchase common stock 1,417,226 — Total 2,551,233 9,339,249 |
Organization and Description _2
Organization and Description of Business - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 17, 2021 | Sep. 30, 2021 | Sep. 12, 2021 | Dec. 31, 2020 | |
Organization And Description Of Business [Line Items] | |||||
Aggregate net proceeds from initial public offering | $ 216,182 | ||||
Convertible preferred stock, shares issued upon conversion | 19,756,590 | ||||
Number of outstanding profit interest units converted into common stock | 2,361,520 | ||||
Number of shares subject to certain vesting conditions | 1,141,403 | ||||
Common stock, shares authorized | 500,000,000 | ||||
Common stock, par value | $ 0.0001 | ||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 0 | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Reverse stock split, description | On September 2, 2021, DiCE LLC Board approved a reverse split of the Company’s units at a 1-for- 4 ratio (the “Reverse Stock Split”). | ||||
Accumulated deficit | $ (87,512) | $ (54,748) | [1] | ||
Cash, cash equivalents and marketable securities | $ 335,700 | ||||
Series A-1 Convertible Preferred Units | |||||
Organization And Description Of Business [Line Items] | |||||
Convertible preferred stock, shares issued upon conversion | 1 | ||||
Series A-2 Convertible Preferred Units | |||||
Organization And Description Of Business [Line Items] | |||||
Convertible preferred stock, shares issued upon conversion | 1 | ||||
Series B Convertible Preferred Units | |||||
Organization And Description Of Business [Line Items] | |||||
Convertible preferred stock, shares issued upon conversion | 1 | ||||
Series C Convertible Preferred Units | |||||
Organization And Description Of Business [Line Items] | |||||
Convertible preferred stock, shares issued upon conversion | 1 | ||||
Series C-1 Convertible Preferred Units | |||||
Organization And Description Of Business [Line Items] | |||||
Convertible preferred stock, shares issued upon conversion | 1 | ||||
Common Stock | |||||
Organization And Description Of Business [Line Items] | |||||
Convertible common stock, shares issued upon conversion | 1 | ||||
Initial Public Offering | Common Stock | |||||
Organization And Description Of Business [Line Items] | |||||
Number of shares issued in transaction | 13,800,000 | ||||
Shares issued price per share | $ 17 | ||||
Aggregate net proceeds from initial public offering | $ 214,700 | ||||
Underwriters' Option to Purchase Additional Shares | Common Stock | |||||
Organization And Description Of Business [Line Items] | |||||
Number of shares issued in transaction | 1,800,000 | ||||
[1] | The condensed consolidated balance sheet as of December 31, 2020 is derived from the audited consolidated financial statements as of that date. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary of Reconciliation of Cash and Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||||
Cash and cash equivalents | $ 311,610 | $ 59,687 | [1] | ||
Restricted cash | 348 | 149 | |||
Total cash, cash equivalents, and restricted cash | $ 311,958 | $ 59,836 | $ 11,116 | $ 8,618 | |
[1] | The condensed consolidated balance sheet as of December 31, 2020 is derived from the audited consolidated financial statements as of that date. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Details) | Sep. 30, 2021shares |
Accounting Policies [Abstract] | |
Warrants outstanding | 0 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis by Level Within Fair Value Hierarchy (Details) - Recurring Basis - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Assets: | ||
Total assets | $ 335,030 | |
Foreign Government Securities | ||
Assets: | ||
Total assets | 3,013 | |
Corporate Securities and Commercial Paper | ||
Assets: | ||
Total assets | 21,039 | |
Money Market Funds | ||
Assets: | ||
Total assets | 310,978 | $ 5,508 |
Warrant Liability | ||
Liabilities: | ||
Liabilities | 314 | |
Level 1 | ||
Assets: | ||
Total assets | 310,978 | |
Level 1 | Money Market Funds | ||
Assets: | ||
Total assets | 310,978 | 5,508 |
Level 2 | ||
Assets: | ||
Total assets | 24,052 | |
Level 2 | Foreign Government Securities | ||
Assets: | ||
Total assets | 3,013 | |
Level 2 | Corporate Securities and Commercial Paper | ||
Assets: | ||
Total assets | $ 21,039 | |
Level 3 | Warrant Liability | ||
Liabilities: | ||
Liabilities | $ 314 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Fair Value and Amortized Cost of Investments in Marketable Securities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost | $ 335,032 | $ 5,508 |
Unrealized Loss | (2) | |
Aggregate Fair Value | 335,030 | 5,508 |
Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost | 310,978 | 5,508 |
Aggregate Fair Value | 310,978 | $ 5,508 |
Foreign Government Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost | 3,013 | |
Aggregate Fair Value | 3,013 | |
Corporate Securities and Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost | 21,041 | |
Unrealized Loss | (2) | |
Aggregate Fair Value | $ 21,039 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes In Fair Values of Convertible Preferred Stock Warrants and Common Stock Warrants, Classified as Level 3 Financial Liabilities (Details) - Recurring Basis - Warrant Liability - Level 3 - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Beginning balance | $ 314 | $ 170 |
Fair value of warrants issued in connection with debt financing | 127 | |
Change in fair value | 1,318 | 92 |
Conversion of convertible preferred stock warrants to common stock warrants upon the closing of the IPO | (535) | |
Reclassification of fair value of warrants to equity upon the net exercise of warrants | $ (1,224) | |
Ending balance | $ 262 |
Collaboration Revenue - Additio
Collaboration Revenue - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Nov. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 31, 2017 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||
Revenue | $ 225,000 | $ 1,125,000 | $ 675,000 | |||||||
2015 Sanofi Collaboration Agreement | ||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||
Collaborative arrangement, rights and obligations | Sanofi has the exclusive rights and is responsible for the development, commercialization and manufacture of collaboration products resulting from the collaboration. Sanofi is obligated to use commercially reasonable efforts to commercialize at least one collaboration product for each target, within certain countries, upon regulatory approval of such product | |||||||||
Collaboration arrangement, initial fee paid | $ 8,000,000 | |||||||||
Annual technology access and development fee | $ 9,000,000 | 1,000,000 | ||||||||
Proceeds received upon achievement of milestone | 200,000,000 | |||||||||
Proceeds received upon achievement of certain development milestones through IND submission | $ 30,000,000 | |||||||||
Remaining unrecognized revenue to be recognized | $ 3,000,000 | |||||||||
Revenue, remaining performance obligation, expected timing of satisfaction, explanation | the Company had remaining unrecognized revenue of $3.0 million from the Agreement to be recognized over the remaining term (August 2017 through December 2020) | |||||||||
Deferred revenue recognized | $ 200,000 | $ 0 | 700,000 | $ 0 | $ 2,000,000 | |||||
2017 Genentech Collaboration Agreement | ||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||
Deferred revenue recognized | 0 | 1,100,000 | ||||||||
Collaborative arrangement, collaboration target term | 2 years | |||||||||
Collaboration target access fee | $ 4,500,000 | $ 1,500,000 | ||||||||
Revenue | $ 1,100,000 | $ 0 | $ 0 | $ 4,900,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2018 | |
Loss Contingencies [Line Items] | ||||||
Rent expense | $ 400,000 | $ 400,000 | $ 1,100,000 | $ 1,100,000 | ||
Capital lease arrangements expiration period | 2021-09 | |||||
Capital lease arrangements remaining payments | $ 0 | $ 0 | ||||
Offices and Laboratory Facilities | ||||||
Loss Contingencies [Line Items] | ||||||
Lessee, operating lease, option to extend | The Company leases its headquarters with its main offices and laboratory facilities in South San Francisco under a sublease agreement that initially ended in February 2022. In June 2021, a two-month extension to April 2022 was granted. | |||||
Lessee operating lease additional number of period option to extend | 2 months | |||||
Lessee operating lease sublease agreement period end | 2022-04 | |||||
New Office Space | ||||||
Loss Contingencies [Line Items] | ||||||
Lessee, operating lease, option to extend | The lease has an initial term of seven years, beginning on the lease commencement date, with an option to extend the lease for an additional period of five years. | |||||
Lessee operating lease additional number of period option to extend | 5 years | |||||
Lessee, operating lease, term of contract | 7 years | |||||
Lessee operating lease start date | Apr. 1, 2022 | |||||
Lessee operating lease amount of letter of credit maintain for benefit of landlord | $ 200,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Minimum Future Rental Payments Owned Under Operating lease (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2021 (remaining three months) | $ 377 |
2022 | 2,286 |
2023 | 2,433 |
2024 | 2,506 |
2025 | 2,582 |
Thereafter | 8,929 |
Total | $ 19,113 |
Debt Obligation - Additional In
Debt Obligation - Additional Information (Details) - USD ($) | Apr. 13, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Line Of Credit Facility [Line Items] | |||||
Interest expense | $ 60,000 | $ 3,000 | $ 114,000 | $ 11,000 | |
Warrants to Purchase Shares of Common Stock | |||||
Line Of Credit Facility [Line Items] | |||||
Warrants to purchase shares of common stock | 38,058 | 38,058 | |||
Loan and Security Agreement | Silicon Valley Bank (SVB) | Warrants to Purchase Shares of Common Stock | |||||
Line Of Credit Facility [Line Items] | |||||
Warrants to purchase shares of common stock | 38,058 | ||||
Warrants exercise price per share | $ 4.72 | ||||
Loan and Security Agreement | Silicon Valley Bank (SVB) | Term Loan | |||||
Line Of Credit Facility [Line Items] | |||||
Term loan | $ 10,000,000 | ||||
Loan amount withdrawn | $ 2,500,000 | ||||
Debt instrument, maturity date | Feb. 1, 2025 | ||||
Debt, interest rate description | The SVB Term Loan matures on February 1, 2025. Starting in May 2021, payments of interest only are due monthly. Starting in July 2022, 32 equal monthly payments of principal and interest are due. The SVB Term Loan bears interest at a floating rate equal to the greater of (i) the Wall Street Journal Prime Rate plus 1.75% and (ii) 5.0% per annum. | ||||
Debt floating rate percentage | 5.75% | ||||
Debt instrument, covenant description | The SVB Loan and Security Agreement contains customary representations, warranties, and affirmative covenants and also contains certain restrictive covenants | ||||
Debt instrument, covenant compliance, description | The Company is in compliance with the SVB Loan and Security Agreement financial and nonfinancial covenants as of September 30, 2021 | ||||
Interest expense | $ 100,000 | $ 100,000 | |||
Loan and Security Agreement | Silicon Valley Bank (SVB) | Maximum | Warrants to Purchase Shares of Common Stock | |||||
Line Of Credit Facility [Line Items] | |||||
Increase in common stock shares issuable upon exercise of warrants | 19,030 | ||||
Loan and Security Agreement | Silicon Valley Bank (SVB) | Maximum | Term Loan | |||||
Line Of Credit Facility [Line Items] | |||||
Additional term loans | $ 7,500,000 | ||||
Debt floating rate percentage | 5.00% | ||||
Debt, prepayment fee percentage | 2.00% | ||||
Loan and Security Agreement | Silicon Valley Bank (SVB) | Maximum | Term Loan | Prime Rate | |||||
Line Of Credit Facility [Line Items] | |||||
Debt instrument, basis spread rate | 1.75% | ||||
Loan and Security Agreement | Silicon Valley Bank (SVB) | Minimum | Term Loan | |||||
Line Of Credit Facility [Line Items] | |||||
Debt, prepayment fee percentage | 1.00% |
Debt Obligation - Schedule of F
Debt Obligation - Schedule of Future Debt Payments (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 468 |
2023 | 938 |
2024 | 938 |
2025 | 300 |
Total principal debt payments | 2,644 |
Less: debt discount | (277) |
Total debt | $ 2,367 |
Warrants - Additional Informati
Warrants - Additional Information (Details) $ / shares in Units, $ in Millions | 1 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Convertible Preferred Stock Warrants | |
Class Of Warrant Or Right [Line Items] | |
Aggregate outstanding warrants converted | 64,003 |
Reclassification of convertible preferred stock warrant liability to additional paid-in capital | $ | $ 0.5 |
Warrants to purchase shares of common stock | 31,460 |
Common Stock Warrants | |
Class Of Warrant Or Right [Line Items] | |
Warrants issued on conversion | 64,003 |
Warrants exercise price per share | $ / shares | $ 8.64 |
Reclassification of convertible preferred stock warrant liability to additional paid-in capital | $ | $ 1.2 |
Warrants to purchase shares of common stock | 33,188 |
Warrants to Purchase Shares of Common Stock | |
Class Of Warrant Or Right [Line Items] | |
Warrants to purchase shares of common stock | 38,058 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ in Millions | Sep. 17, 2021 | Sep. 30, 2021 | Sep. 30, 2021 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of outstanding profit interest units converted into common stock | 2,361,520 | ||
Number of shares subject to certain vesting conditions | 1,141,403 | ||
Unrecognized compensation cost related to stock options | $ 19.7 | $ 19.7 | |
Unrecognized compensation cost related to stock options period for recognition | 3 years 5 months 1 day | ||
2014 Equity Incentive Plan | Profit Interest Units | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, award vesting rights after one-year, percentage | 25.00% | ||
Share-based compensation arrangement by share-based payment award, award vesting rights | Profit interest units generally vested 25% after one-year with the remainder vesting monthly over the following three-year period. | ||
Number of outstanding profit interest units converted into common stock | 2,361,520 | 3,162,890 | |
2014 Equity Incentive Plan | Unvested Common Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of shares subject to certain vesting conditions | 1,141,403 | 1,141,403 | |
2021 Stock Incentive Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares of common stock reserved for future issuance | 6,189,332 | 6,189,332 | |
Increasing percentage value equal to total number of shares of capital stock outstanding | 4.00% | ||
Terms of award description | The number of shares of common stock reserved for issuance under the 2021 Plan automatically increase on the first day of January, commencing on January 1, 2022 and through 2031, in an amount equal to 4% of the total number of shares of the Company’s capital stock outstanding on the last day of the preceding year, or a lesser number of shares determined by the Company’s board of directors. | ||
Expiration period from date of grant | 10 years | ||
Estimated fair value of option price | 100.00% | ||
Award vesting period | 4 years | ||
Shares available for issuance | 4,772,106 | 4,772,106 | |
ESPP | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares of common stock reserved for future issuance | 375,000 | 375,000 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of PI Units Activity (Details) - $ / shares | Sep. 17, 2021 | Sep. 30, 2021 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Units, Converted to vested and unvested common stock | (2,361,520) | |
2014 Equity Incentive Plan | Profit Interest Units | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Units, Balance as of December 31, 2020 | 1,824,335 | |
Number of Units, Granted | 1,385,782 | |
Number of Units, Cancelled/Forfeited | (47,227) | |
Number of Units, Converted to vested and unvested common stock | (2,361,520) | (3,162,890) |
Weighted Average Grant Date Fair Value, Balance as of December 31, 2020 | $ 1.97 | |
Weighted Average Grant Date Fair Value, Granted | 5.03 | |
Weighted Average Grant Date Fair Value, Cancelled/Forfeited | 2.63 | |
Weighted Average Grant Date Fair Value, Converted to vested and unvested common stock | $ 3.29 |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Unvested Common Stock Activity (Details) - $ / shares | Sep. 17, 2021 | Sep. 30, 2021 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of shares subject to certain vesting conditions | 1,141,403 | |
2014 Equity Incentive Plan | Unvested Common Stock | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of shares subject to certain vesting conditions | 1,141,403 | 1,141,403 |
Number of Units, Vested | (7,396) | |
Number of Units, Balance as of September 30, 2021 | 1,134,007 | |
Weighted Average Grant Date Fair Value, Conversion of profit interest units | $ 6.62 | |
Weighted Average Grant Date Fair Value, Vested | 3.81 | |
Weighted Average Grant Date Fair Value, Balance as of September 30, 2021 | $ 6.64 |
Share-Based Compensation - Su_3
Share-Based Compensation - Summary of Estimated Grant-Date Fair Value of Units/Awards Calculated Using Black-Scholes Option Pricing Model (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
2014 Equity Incentive Plan | Profit Interest Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expected term | 6 years 1 month 6 days | 6 years 1 month 6 days | ||
Expected volatility | 75.00% | 80.00% | 75.00% | |
Expected volatility, minimum | 75.00% | |||
Expected volatility, maximum | 80.00% | |||
Risk-free interest rate | 0.42% | |||
Risk-free interest rate, minimum | 0.74% | 0.74% | 0.42% | |
Risk-free interest rate, maximum | 0.82% | 1.10% | 1.73% | |
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
2014 Equity Incentive Plan | Profit Interest Units | Minimum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expected term | 5 years 6 months | 5 years 6 months | ||
2014 Equity Incentive Plan | Profit Interest Units | Maximum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expected term | 6 years 1 month 6 days | 6 years 1 month 6 days | ||
2021 Stock Incentive Plan | Stock Options | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expected volatility, minimum | 72.00% | 72.00% | ||
Expected volatility, maximum | 73.00% | 73.00% | ||
Risk-free interest rate, minimum | 0.79% | 0.79% | ||
Risk-free interest rate, maximum | 1.02% | 1.02% | ||
Dividend yield | 0.00% | 0.00% | ||
2021 Stock Incentive Plan | Stock Options | Minimum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expected term | 5 years | 5 years | ||
2021 Stock Incentive Plan | Stock Options | Maximum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expected term | 6 years 8 months 12 days | 6 years 8 months 12 days |
Share-Based Compensation - Su_4
Share-Based Compensation - Summary of Stock Option Activity under 2021 Plan (Details) - 2021 Stock Incentive Plan $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Stock options granted | shares | 1,417,226 |
Number of Shares, Balances as of September 30, 2021 | shares | 1,417,226 |
Number of Shares, Options vested and exercisable as of September 30, 2021 | shares | 229,868 |
Weighted-Average Exercise Price Per Share, Stock options granted | $ / shares | $ 17 |
Weighted-Average Exercise Price Per Share, Balances as of September 30, 2021 | $ / shares | 17 |
Weighted-Average Exercise Price Per Share, Options vested and exercisable as of September 30, 2021 | $ / shares | $ 17 |
Weighted-Average Remaining Contractual Term, Balances | 9 years 11 months 12 days |
Weighted-Average Remaining Contractual Term, Options vested and exercisable as of September 30, 2021 | 9 years 11 months 12 days |
Aggregate Intrinsic Value, Balances | $ | $ 22,321 |
Aggregate Intrinsic Value, Options vested and exercisable as of September 30, 2021 | $ | $ 3,620 |
Share-Based Compensation - Su_5
Share-Based Compensation - Summary of Recognized Share-Based Compensation (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 3,158 | $ 149 | $ 3,901 | $ 406 |
Research and Development | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 1,377 | 100 | 2,179 | 269 |
General and Administrative | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 1,781 | $ 49 | $ 1,722 | $ 137 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Outstanding Shares Have Been Excluded from Computation of Diluted Net Loss Per Share Because Their Effect Would have Been Anti-Dilutive (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of diluted net loss per share | 2,551,233 | 9,339,249 | 2,551,233 | 9,339,249 |
Convertible Preferred Units | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of diluted net loss per share | 7,450,911 | 7,450,911 | ||
Profit Interest Units | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of diluted net loss per share | 1,824,335 | 1,824,335 | ||
Warrants to Purchase Common Units and Convertible Preferred Units | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of diluted net loss per share | 64,003 | 64,003 | ||
Restricted Stock Subject to Future Vesting | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of diluted net loss per share | 1,134,007 | 1,134,007 | ||
Stock Options to Purchase Common Stock | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of diluted net loss per share | 1,417,226 | 1,417,226 |