Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 15, 2022 | Sep. 17, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
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 | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
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 | ||
Entity Public Float | $ 978 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Security Exchange Name | NASDAQ | ||
Trading Symbol | DICE | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Firm ID | 42 | ||
Auditor Location | New York, New York USA | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s Definitive Proxy Statement relating to the Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within 120 days after the end of the Registrant’s fiscal year ended December 31, 2021, are incorporated by reference into Part III of this Report. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 115,826 | $ 59,687 |
Marketable securities | 203,495 | |
Unbilled receivable | 2,000 | 2,000 |
Restricted cash, current | 150 | |
Prepaid expenses and other current assets | 2,440 | 364 |
Total current assets | 323,911 | 62,051 |
Property and equipment, net | 1,645 | 1,656 |
Restricted cash | 198 | 149 |
Other assets | 5 | |
TOTAL ASSETS | 325,754 | 63,861 |
CURRENT LIABILITIES: | ||
Accounts payable | 1,710 | 5,086 |
Accrued expenses and other liabilities | 8,691 | 2,981 |
Capital lease obligations, current portion | 98 | |
Deferred revenue, current portion | 1,125 | |
Term loan, current portion | 480 | |
Total current liabilities | 10,881 | 9,290 |
Deferred rent, noncurrent portion | 8 | 28 |
Term loan, noncurrent | 1,916 | |
Warrant liability | 314 | |
TOTAL LIABILITIES | 12,805 | 9,632 |
Commitments and Contingencies (Note 6) | ||
Convertible preferred units; no par value; no units and 61,498,146 units authorized as of December 31, 2021 and 2020, respectively; no units and 12,690,540 units issued and outstanding as of December 31, 2021 and 2020, respectively | 107,374 | |
STOCKHOLDERS’ EQUITY/MEMBERS’ (DEFICIT): | ||
Preferred stock; $0.0001 par value; 10,000,000 shares and no shares authorized as of December 31, 2021 and 2020, respectively; no shares issued and outstanding | ||
Additional paid-in capital | 416,710 | 1,603 |
Accumulated deficit | (103,707) | (54,748) |
Accumulated other comprehensive loss | (58) | |
TOTAL STOCKHOLDERS’ EQUITY/MEMBERS’ (DEFICIT) | 312,949 | (53,145) |
TOTAL LIABILITIES, CONVERTIBLE PREFERRED UNITS, AND STOCKHOLDERS’ EQUITY/MEMBERS’ (DEFICIT) | 325,754 | $ 63,861 |
Common Stock Class Undefined | ||
STOCKHOLDERS’ EQUITY/MEMBERS’ (DEFICIT): | ||
Common units, no par value; no units and 89,000,000 units authorized as of December 31, 2021 and 2020, respectively; no units and 2,248,687 units issued and outstanding as of December 31, 2021 and 2020, respectively | $ 4 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 | 38,224,299 | 0 |
Common units and common stock, shares outstanding | 38,224,299 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue: | ||
Collaboration revenue | $ 1,125 | $ 863 |
Operating expenses: | ||
Research and development | 36,506 | 19,580 |
General and administrative | 12,222 | 5,004 |
Total operating expenses | 48,728 | 24,584 |
Loss from operations | (47,603) | (23,721) |
Other income (expense): | ||
Interest and other income, net | 136 | 139 |
Interest expense | (174) | (13) |
Change in fair value of warrant liability | (1,318) | (144) |
Net loss | (48,959) | (23,739) |
Other comprehensive loss: | ||
Unrealized loss on marketable securities | (58) | (8) |
Comprehensive loss | $ (49,017) | $ (23,747) |
Net loss per share, basic and diluted | $ (3.95) | $ (10.56) |
Weighted-average shares used in computing net loss per share, basic and diluted | 12,384,015 | 2,248,687 |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Units and Stockholders' Equity/ Members' (Deficit) - 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 |
Balance at Dec. 31, 2019 | $ (29,623) | $ 1,378 | $ (31,009) | $ 8 | |||||
Preferred units, Shares at Dec. 31, 2019 | 7,450,911 | ||||||||
Preferred units, Value at Dec. 31, 2019 | $ 55,692 | ||||||||
Balance (Shares) at Dec. 31, 2019 | 2,248,687 | ||||||||
Issuance of Series convertible preferred units, net of issuance costs | $ 51,682 | ||||||||
Issuance of Series convertible preferred units, net of issuance costs, Shares | 5,239,629 | ||||||||
Stock-based compensation | 556 | 556 | |||||||
Tax distributions | (331) | (331) | |||||||
Other comprehensive loss | (8) | (8) | |||||||
Net loss | (23,739) | (23,739) | |||||||
Balance at Dec. 31, 2020 | $ (53,145) | 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 | $ 107,374 | |||||||
Balance at Dec. 31, 2020 | 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) | ||||||||
Cancellation of unvested common stock | (7,116) | ||||||||
Stock-based compensation | 5,581 | 5,581 | |||||||
Tax distributions | (60) | (60) | |||||||
Other comprehensive loss | (58) | (58) | |||||||
Net loss | (48,959) | (48,959) | |||||||
Balance at Dec. 31, 2021 | $ 312,949 | $ 4 | $ 416,710 | $ (103,707) | $ (58) | ||||
Preferred units, Shares at Dec. 31, 2021 | 0 | ||||||||
Balance at Dec. 31, 2021 | 38,224,299 |
Consolidated Statements of Co_2
Consolidated Statements of Convertible Preferred Units and Stockholders' Equity/ Members' (Deficit) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Initial Public Offering | ||
Issuance costs | $ 19,864 | |
Series C Convertible Preferred Units | ||
Issuance costs | 1,132 | $ 2,666 |
Series C-1 Convertible Preferred Units | ||
Issuance costs | $ 319 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (48,959) | $ (23,739) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 661 | 697 |
Share-based compensation | 5,581 | 556 |
Change in fair value of warrant liability | 1,318 | 144 |
Net accretion and amortization in marketable securities | 353 | |
Amortization of debt issuance costs | 107 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (2,077) | 102 |
Accounts payable | (772) | 1,411 |
Accrued expenses and other liabilities | 5,637 | 988 |
Deferred revenue | (1,125) | (863) |
Deferred rent | (21) | 18 |
Other assets | 5 | 7 |
Net cash used in operating activities | (39,292) | (20,679) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (718) | (148) |
Purchase of marketable securities | (218,471) | (3,649) |
Proceeds from maturity of marketable securities | 14,565 | 17,400 |
Proceeds from sale of marketable securities | 4,400 | |
Net cash (used in) provided by investing activities | (204,624) | 18,003 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock upon initial public offering, net of underwriting discounts and commissions, and offering costs | 214,707 | |
Proceeds from issuance of convertible preferred units, net of issuance costs | 83,275 | 54,348 |
Proceeds from debt financing, net of debt issuance costs | 2,416 | |
Payments for tax distributions | (45) | (331) |
Payments on capital lease obligations | (99) | (122) |
Net cash provided by financing activities | 300,254 | 53,895 |
Net increase in cash, cash equivalents and restricted cash | 56,338 | 51,219 |
Cash, cash equivalents and restricted cash at beginning of period | 59,836 | 8,617 |
Cash, cash equivalents and restricted cash at end of period | 116,174 | 59,836 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Interest paid on term loan | (81) | |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Property and equipment additions included in accounts payable and accrued liabilities | 209 | 278 |
Issuance costs for convertible preferred units included in accounts payable and accrued liabilities | $ 192 | $ 2,666 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 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 the 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. 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 December 31, 2021, the Company had Based on the current plan, the Company believes that its cash, cash equivalents, and marketable securities as of December 31, 2021 provide sufficient capital resources to continue its operations for at least twelve months from the issuance date of these consolidated financial statements |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies 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, share-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 . Concentration of Credit Risk Cash equivalents and 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 and marketable securities 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 three months 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: December 31, 2021 2020 (In thousands) Cash and cash equivalents $ 115,826 $ 59,687 Restricted cash 348 149 Total cash, cash equivalents, and restricted cash $ 116,174 $ 59,836 Marketable Securities Investments are classified as available-for-sale securities, and are carried at fair value, based upon quoted market prices. The Company considers its available-for-sale portfolio as available for use in current operations. Accordingly, the Company classifies certain investments as short-term marketable securities, even though the stated maturity date may be one year or more beyond the current balance sheet date. Unrealized gains and losses, deemed temporary in nature, are reported as a separate component of accumulated other comprehensive income (loss). A decline in the fair value of any security below cost that is deemed other than temporary results in a charge to earnings and the corresponding establishment of a new cost basis for the security. Dividend and interest income are recognized when earned. Realized gains and losses are included in earnings and the cost of securities sold is determined using the specific-identification method. Fair Value of Financial Instruments 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; and 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 cash, restricted cash, accounts receivable, accounts payable and accrued liabilities approximate their fair values due to their short-term nature. Property and Equipment, Net Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the respective assets, generally five years. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the asset. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation and amortization are removed from the consolidated balance sheet and the resulting gain or loss is reflected in the consolidated statements of operations in the period realized. Maintenance and repairs are charged to the consolidated statements of operations as incurred. Impairment of Long-Lived Assets Long-lived assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be fully recoverable. Recoverability is measured by comparing the carrying amount of the asset or asset group to the future net undiscounted cash flows which the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset or asset group exceeds the projected discounted future net cash flows arising from the asset. The Company has not identified any such impairment losses to date. 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 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. All of the outstanding common stock warrants were net exercised in September 2021. Consequently, there are no warrants outstanding as of December 31, 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 ASC Topic 606, Revenue from Contracts with Customers, and 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 to 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. Research and Development Expenses and Accrued Research and Development Costs Research and development costs are expensed as incurred and consist primarily of new product development. Research and development costs include salaries and benefits, consultants’ fees, process development costs, share-based compensation, laboratory supplies, preparation of regulatory submission expenses, and allocated facilities related expenses as well as fees paid to third parties that conduct certain preclinical research and development activities on the Company’s behalf. A substantial portion of the Company’s ongoing research and development activities are conducted by third-party service providers. Such activities include preclinical studies, clinical trials and other research services. The Company estimates these expenses based on discussions with internal management personnel and external service providers as to the progress or stage of completion of services and the contracted fees to be paid for such services. The Company records the estimated costs of research and development activities based upon the estimated amount of services provided but not yet invoiced, and includes these costs in research and development expenses. These costs are accrued based on factors such as estimates of the work completed and in accordance with agreements established with its third-party service providers under the service agreements. The Company makes significant judgments and estimates in determining the accrued liabilities balance in each reporting period. As actual costs become known, the Company adjusts its accrued liabilities. The Company has not experienced any material differences between accrued costs and actual costs incurred. However, the status and timing of actual services performed may vary from the Company’s estimates, resulting in adjustments to expense in future periods. Share-Based Compensation The Company maintains a share-based compensation plan as a long-term incentive for employees, consultants and directors of the Company. Share-based compensation is measured at the date of grant, based on the estimated fair value of the award, and recognized as an expense over the employee’s requisite service period (usually the vesting period) on a straight-line basis. The Company estimates the grant date fair value of the stock options, and the resulting share-based compensation, using the Black-Scholes option pricing model. The Company accounts for forfeitures as they occur. The Black-Scholes model considers several variables and assumptions in estimating the fair value of each profit interest unit and stock option that requires judgment. Changes in these variables and assumptions can materially affect the resulting estimates of fair value. These variables and assumptions include the per unit fair value of the underlying common units, exercise price, expected term, risk-free interest rate, expected dividend rate, and the expected unit and stock price volatility over the expected term as follows: Fair Value of Common Units— For all periods prior to the IPO in September 2021, the grant-date fair market value of common units underlying unit options were determined by the Company’s Board of Managers with assistance of third-party valuation specialists. Because there had been no public market for the Company’s common units, the Board of Managers exercised reasonable judgment and considered 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. Fair Value of Common Stock— After the completion of the IPO, the fair value of each share of underlying common stock is based on the closing price of the Company’s common stock as reported on the date of grant on the Nasdaq Global Market. Expected Term— The expected term represents the period that share-based awards are expected to be outstanding. Prior to the IPO, the Company’s profit interest units did not have a contractual term. However, there was a constructive maturity of the profit interest units based on the expected exit or liquidity scenarios for the Company. After the completion of the IPO, the Company’s historical stock option exercise information is limited due to a lack of sufficient data points, and does not provide a reasonable basis upon which to estimate an expected term. The expected term for option grants is therefore determined using the simplified method (based on the mid-point between the vesting date and the end of the contractual term). Expected Volatility— Prior to the IPO, the Company had limited information on the volatility of profit interest units as the units were not actively traded on any public markets. The expected volatility was derived from the historical unit volatilities of comparable peer public companies within its industry. After the completion of the IPO, because the Company does not have sufficient trading history for its common stock, the expected volatility was estimated based on the average volatility for comparable publicly traded life science companies over a period equal to the expected term of the stock option grants. The comparable companies were chosen based on the similar size, stage in the life cycle, or area of specialty. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available and to align with the expected term. Risk-Free Interest Rate —The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the measurement date with maturities approximately equal to the expected term. Expected Dividend Rate —The expected dividend rate is zero. 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 is comprised of net loss and changes in accumulated other comprehensive income (loss) on the Company’s marketable securities related to unrealized gains and losses. Income Taxes Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. The Company recognizes liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon examination. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. The Company recognizes interest accrued related to unrecognized tax benefits and penalties in the provision for income taxes. Segments The Company has a single operating segment. The Company’s chief decision maker, its Chief Executive Officer, manages the Company’s operations on a consolidated basis for purposes of allocating resources, making operating decisions, and evaluating performance. Recently Issued Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) 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) 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 | 12 Months Ended |
Dec. 31, 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: December 31, 2021 Level 1 Level 2 Level 3 Total (In thousands) Assets: Money market funds $ 115,410 $ — $ — $ 115,410 US treasuries 24,053 — — 24,053 Government treasury and agency securities — 7,600 — 7,600 Corporate securities and commercial paper — 171,842 — 171,842 Total assets $ 139,463 $ 179,442 $ — $ 318,905 December 31, 2020 Level 1 Level 2 Level 3 Total (In thousands) Assets: Money market funds $ 5,508 $ — $ — $ 5,508 Liabilities: Convertible preferred unit warrant liability $ — $ — $ 314 $ 314 The fair value and amortized cost of investments in marketable securities by major security type are as follows: December 31, 2021 Amortized Cost Unrealized Gain Unrealized Loss Fair Value (In thousands) Assets: Money market funds $ 115,410 $ — $ — $ 115,410 US treasuries 24,056 1 (4 ) 24,053 Government treasury and agency securities 7,606 — (6 ) 7,600 Corporate securities and commercial paper 171,891 3 (52 ) 171,842 Total financial assets $ 318,963 $ 4 $ (62 ) $ 318,905 December 31, 2020 Amortized Cost Unrealized Gain Unrealized Loss Fair Value (In thousands) Assets: Money market funds $ 5,508 $ — $ — $ 5,508 As of December 31, 2021, the fair value of the Company’s marketable securities, by maturity date, were as follows: (In thousands) 2022 $ 132,436 2023 63,934 2024 — 2025 7,125 Total $ 203,495 During the years ended December 31, 2021 and 2020, there have been no significant realized gains or losses on available-for-sale investments, no investments had been in a continuous unrealized loss position for more than 12 months, and the Company did not recognize any other-than-temporary impairment losses on these securities. 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: Year Ended December 31, 2021 2020 (In thousands) Beginning balance $ 314 $ 170 Fair value of warrants issued in connection with debt financing 127 — Change in fair value 1,318 144 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 $ — $ 314 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 | 12 Months Ended |
Dec. 31, 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 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 . Upon signing the Sanofi Agreement in December 2015, Sanofi paid the Company an initial fee of $8.0 million for 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. 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 year ended December 31, 2021, no revenue was recognized related to the Sanofi Agreement, as amended, since the research services were completed in December 2020. For the year ended December 31, 2020, revenue of $0.9 million was recognized related to the Sanofi Agreement, as amended. The performance obligation under the Sanofi Agreement, as amended, consisted 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 included several customer options. Under the Sanofi Agreement, the Company earned 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 was no remaining deferred revenue as of December 31, 2021 and 2020. In March 2022, Sanofi notified the Company that it no longer intended to develop therapeutic candidates under the Sanofi Agreement and terminated the agreement effective as of July 2022, or such earlier date as agreed by the respective parties. As a result, the Company will regain worldwide rights to the previously partnered oral immuno-oncology program. 2017 Genentech Collaboration Agreement In November 2017, the Company entered into a collaboration agreement (the Genentech Agreement) with Genentech, Inc. (Genentech). 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. The Company’s 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 Genentech. In addition, the arrangement includes several customer options which will be accounted for as separate contracts if and when elected by Genentech. The Company initiated research activities on the active collaboration targets in March 2018 and submitted five milestone packages for Genentech to review in 2019. The Company recognized collaboration revenue upon the completion of the milestone packages and research services. In June 2021, the Genentech Agreement was terminated and the Company recognized the remaining $1.1 million of deferred revenue as collaboration revenue for the year ended December 31, 2021. No revenue was recognized for the year ended December 31, 2020. As of December 31, 2021 and 2020, the deferred revenue balance related to the Genentech Agreement was $0 and $1.1 million, respectively. |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | 5. Balance Sheet Components Property and Equipment, Net Property and equipment, net consists of the following: December 31, 2021 2020 (In thousands) Machinery and equipment $ 4,139 $ 3,848 Leasehold improvements 103 199 Computer equipment 73 103 Furniture and fixtures 199 73 Construction-in-progress 358 — Total property and equipment, gross 4,872 4,223 Less accumulated depreciation and amortization (3,227 ) (2,567 ) Total property and equipment, net $ 1,645 $ 1,656 The net book value of property and equipment under capital leases was $ 0 Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following: December 31, 2021 2020 (In thousands) Accrued research and development $ 4,023 $ 850 Accrued bonus 1,957 1,080 Accrued clinical trial costs 1,672 — Accrued general and administrative 756 922 Other accrued expenses and liabilities 283 129 Total accrued expenses and other current liabilities $ 8,691 $ 2,981 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 6. 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 ends in April 2022. Rent expense is recognized on a straight-line basis over the term of the operating lease. Any difference between cash payments and rent expense is recorded as deferred rent. In June 2021, the Company entered into a lease agreement for 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 target lease commencement date is in March 2022 The following are minimum future rental payments owed under the Company’s operating leases as of December 31, 2021: (In thousands) 2022 $ 2,425 2023 2,665 2024 2,738 2025 2,814 2026 2,891 Thereafter 6,792 Total $ 20,325 Rent expense for the years ended December 31, 2021 and 2020 was $1.4 million and $1.5 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 were secured by liens on the related equipment. There are no remaining payments due as of December 31, 2021. |
Debt Obligation
Debt Obligation | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt Obligation | 7. 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 aggregate principal amount borrowed, 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 December 31, 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 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, the Company recognized interest expense of $0.2 million for the year ended December 31, 2021. A schedule of the Company’s future debt payments as of December 31, 2021 is as follows: (In thousands) 2022 $ 468 2023 938 2024 938 2025 300 Thereafter — Total principal debt payments 2,644 Less: debt discount (248 ) Total debt $ 2,396 |
Convertible Preferred Units and
Convertible Preferred Units and Stockholders' Equity/Members' Deficit | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Convertible Preferred Units and Stockholders' Equity/Members' Deficit | 8. Convertible Preferred Units and Stockholders’ Equity/Members’ Deficit Convertible The following table summarizes the authorized, issued and outstanding convertible preferred units of the Company: December 31, 2020 Units Authorized Units Issued and Outstanding Issuance Price Per Unit Net Proceeds Aggregate Liquidation Preference (In thousands, except unit and per unit data) Series A-1 3,500,000 875,000 $ 4.00 $ 3,500 $ 3,500 Series A-2 2,809,731 702,433 6.33 4,385 4,444 Series B 23,749,923 5,873,478 8.64 47,807 50,768 Series C 31,438,492 5,239,629 10.37 51,682 54,348 Total convertible preferred units 61,498,146 12,690,540 $ 107,374 $ 113,060 In December 2020, the Company entered into the Series C Convertible Preferred Unit Purchase Agreement (Series C Agreement) for the issuance of up to 7,859,623 Series C Convertible Preferred Units at a price of $10.37 per unit. In the same month, the Company issued 5,239,629 Series C Convertible Preferred Units at a price of $10.37 per unit for net proceeds of $51.7 million (net of $2.7 million in issuance costs). In July 2021, the Company issued and sold the remaining 2,619,985 shares of Series C Convertible Preferred Units at a price of $10.37 per share for net proceeds of $26.0 million, net of $1.1 million in issuance costs. In August 2021, the Company issued and sold an aggregate of 4,446,050 shares of Series C-1 Convertible Preferred Units at a price of $13.50 per share for net proceeds of $59.7 million, net of $0.3 million in issuance costs. In September 2021, the Company completed the Conversion in which all outstanding convertible preferred units were converted into an equal number of shares of convertible preferred stock. Immediately prior to the closing of the IPO (See Note 1), all of the then-outstanding shares of convertible preferred stock converted into 19,756,590 shares of common stock. Common stock The holders of the Company’s common stock have one vote for each share of common stock. Common stockholders are entitled to dividends when, as, and if declared by the Board of Directors. The holders have no preemptive or other subscription rights and there are no redemption or sinking fund provisions with respect to such shares. As of December 31, 2021, no dividends had been declared by the Board of Directors. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Warrants And Rights Note Disclosure [Abstract] | |
Warrants | 9. Warrants Convertible Preferred Stock Warrants On the closing of the IPO, the 64,003 aggregate outstanding convertible preferred stock warrants 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 | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based Compensation | 10. 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, 2019 1,294,435 $ 1.73 Granted 552,557 2.56 Cancelled/Forfeited (22,657 ) 2.35 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 December 31, 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 (105,898 ) $ 4.29 Forfeited (7,116 ) $ 3.11 Balance as of December 31, 2021 1,028,389 $ 6.76 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: Year Ended December 31, 2021 2020 Expected term (in years) 5.5 – 6.1 6.1 Expected volatility 75% 80% Risk-free interest rate 0.74 – 1.10% 0.4 – 1.7% Expected dividend rate 0% 0% 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 5% 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 1,481,726 17.57 Stock options cancelled (7,914 ) 17.00 Balances as of December 31, 2021 1,473,812 17.57 9.71 11,711 Options vested and exercisable as of December 31, 2021 300,701 17.00 9.70 2,499 The intrinsic value is the difference between the fair value of the Company’s common stock at the time of exercise and the exercise price of the stock option. The weighted-average grant date fair value of options granted to employees during the year ended December 31, 2021 was $11.01 per share. The estimated grant-date fair value of the Company’s stock options was calculated using the Black-Scholes option pricing model, based on the following assumptions: Year Ended December 31, 2021 2020 Expected term (in years) 5.0 - 6.7 — Expected volatility 72% - 73% — Risk-free interest rate 0.79% - 1.34% — Dividend yield 0% — Share-based Compensation The Company recognized share-based compensation as follows: Year Ended December 31, 2021 2020 (In thousands) Research and development expenses $ 2,625 $ 381 General and administrative expenses 2,956 175 Total share-based compensation $ 5,581 $ 556 As of December 31, 2021, there was a total of $19.2 million of unrecognized compensation costs related to stock options and restricted stock awards that is expected to be recognized over a weighted-average period of approximately 3.2 years. The Company did not recognize incremental share-based compensation expense related to the conversion of the profit interest units to unvested common stock in accordance with the Conversion, as such exchange was at fair value. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2021 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plan | 11. Employee Benefit Plan The Company has a qualified contributory savings plan under Section 401(k) of the Internal Revenue Code (the Code) covering substantially all U.S. employees of DICE Therapeutics, Inc. The 401(k) plan is designed to provide tax-deferred retirement benefits in accordance with the provisions of Section 401(k) of the Code. Eligible employees may defer up to of their eligible compensation up to the annual maximum as determined by the Internal Revenue Service. The Company’s contributions to the plan are discretionary. For the years ended December 31, 2021 and 2020, the Company did |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes The company has not recognized any current or deferred tax expense for the years ended December 31, 2021 and 2020. The Company has incurred net operating losses for all periods since inception. The Company has not reflected any benefit of such net operating loss carryforwards in the accompanying financial statements. The Company has established a full valuation allowance against its deferred tax assets due to the uncertainty surrounding the realization of such assets. The following table presents a reconciliation of the statutory federal rate and the Company’s effective tax rate: Year Ended December 31, 2021 2020 Statutory rate 21.0 % 21.0 % State tax (3.9 )% 8.8 % Tax credits 1.2 % 2.5 % Change in valuation allowance (17.0 )% (32.5 )% Other (0.4 )% 0.2 % Stock compensation (0.9 )% — Effective income tax rate — % — % Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The following table presents the significant components of the deferred tax assets and liabilities for the periods presented: December 31, 2021 2020 (In thousands) Deferred tax assets: Net operating loss carryforwards $ 13,482 $ 4,276 Intangible assets 5,711 8,155 Tax credit carryforwards 2,276 1,407 Stock compensation 505 — Accrual and other 455 648 Total deferred tax assets 22,429 14,486 Deferred tax liabilities: Property and equipment (90 ) (160 ) Total deferred tax liabilities (90 ) (160 ) Valuation allowance (22,339 ) (14,326 ) Net deferred taxes $ — $ — The tax benefits of net operating losses, temporary differences and credit carryforwards are recorded as an asset to the extent that management assesses that realization is “more likely than not.” Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period. Because of the history of operating losses, management believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits is currently not likely to be realized and, accordingly, has provided a valuation allowance. The valuation allowance increased by $ 8.0 million and $ 7.5 million during the years ended December 31, 20 21 and 2020, respectively . The Company had pre-tax net operating losses and tax credit carryforwards as of December 31, 2021 as follows (in thousands): Amount Expiration Years Net operating losses, federal $ 59,000 Do not expire Net operating losses, state 15,631 2038-2041 Tax credits, federal 1,929 2038-2041 Tax credits, state 1,398 N/A The ability of the Company to utilize net operating losses and credit carryforwards to reduce future domestic taxable income and domestic income tax is subject to various limitations under the Internal Revenue Code (Code). Internal Revenue Code Section 382 places a limitation (Section 382 Limitation) on the amount of taxable income that can be offset by NOL carryforwards after a change in control (generally greater than 50% change in ownership within a three-year period) of a loss corporation. California has similar rules. Generally, after a change in control, a loss corporation cannot deduct NOL carryforwards in excess of the Section 382 Limitation. Due to these “change in ownership” provisions, utilization of the NOL and tax credit carryforwards may be subject to an annual limitation regarding their utilization against taxable income in future periods. A reconciliation of the beginning and ending amount of unrecognized tax benefits for the years ended December 31, 2021 and 2020 is as follows: December 31, 2021 2020 (In thousands) Balance, beginning of year $ 515 $ 180 Additions based on tax positions related to current year 317 229 Additions for tax positions of prior years — 106 Balance, end of year $ 832 $ 515 The entire amount of the unrecognized tax benefits would not impact the Company’s effective tax rate if recognized. The Company has elected to include interest and penalties as a component of tax expense. Through December 31, 2021, the Company did not recognize accrued interest and penalties related to unrecognized tax benefits. The Company does not anticipate that the amount of existing unrecognized tax benefits will significantly increase or decrease during the next 12 months. The Company files income tax returns in the U.S. and California and is subject to examination by U.S. federal and state tax authorities for all years since inception due to the carry forward of unutilized net operating losses and research development credits. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 13. Net Loss Per Share The following outstanding shares were excluded from the computation of the diluted net loss per share for the periods presented because their effect would have been anti-dilutive: Year Ended December 31, 2021 2020 Convertible preferred units — 12,690,540 Profit interest units — 1,824,335 Warrants to purchase common units and convertible preferred units, as converted — 64,003 Restricted stock subject to future vesting 1,028,389 — Stock options to purchase common stock 1,473,812 — Total 2,502,201 14,578,878 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 14. Related Party Transactions During the year ended December 31, 2021, the Company received proceeds of $0.1 million from the issuance of common stock to a member of the Company’s Board of Directors, a related party, as part of the Company’s IPO. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 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, share-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 . |
Concentration of Credit Risk | Concentration of Credit Risk Cash equivalents and 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 and marketable securities 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 three months 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: December 31, 2021 2020 (In thousands) Cash and cash equivalents $ 115,826 $ 59,687 Restricted cash 348 149 Total cash, cash equivalents, and restricted cash $ 116,174 $ 59,836 |
Marketable Securities | Marketable Securities Investments are classified as available-for-sale securities, and are carried at fair value, based upon quoted market prices. The Company considers its available-for-sale portfolio as available for use in current operations. Accordingly, the Company classifies certain investments as short-term marketable securities, even though the stated maturity date may be one year or more beyond the current balance sheet date. Unrealized gains and losses, deemed temporary in nature, are reported as a separate component of accumulated other comprehensive income (loss). A decline in the fair value of any security below cost that is deemed other than temporary results in a charge to earnings and the corresponding establishment of a new cost basis for the security. Dividend and interest income are recognized when earned. Realized gains and losses are included in earnings and the cost of securities sold is determined using the specific-identification method. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments 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; and 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 cash, restricted cash, accounts receivable, accounts payable and accrued liabilities approximate their fair values due to their short-term nature. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the respective assets, generally five years. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the asset. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation and amortization are removed from the consolidated balance sheet and the resulting gain or loss is reflected in the consolidated statements of operations in the period realized. Maintenance and repairs are charged to the consolidated statements of operations as incurred. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be fully recoverable. Recoverability is measured by comparing the carrying amount of the asset or asset group to the future net undiscounted cash flows which the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset or asset group exceeds the projected discounted future net cash flows arising from the asset. The Company has not identified any such impairment losses to date. |
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 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. All of the outstanding common stock warrants were net exercised in September 2021. Consequently, there are no warrants outstanding as of December 31, 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 ASC Topic 606, Revenue from Contracts with Customers, and 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 to 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. |
Research and Development Expenses and Accrued Research and Development Costs | Research and Development Expenses and Accrued Research and Development Costs Research and development costs are expensed as incurred and consist primarily of new product development. Research and development costs include salaries and benefits, consultants’ fees, process development costs, share-based compensation, laboratory supplies, preparation of regulatory submission expenses, and allocated facilities related expenses as well as fees paid to third parties that conduct certain preclinical research and development activities on the Company’s behalf. A substantial portion of the Company’s ongoing research and development activities are conducted by third-party service providers. Such activities include preclinical studies, clinical trials and other research services. The Company estimates these expenses based on discussions with internal management personnel and external service providers as to the progress or stage of completion of services and the contracted fees to be paid for such services. The Company records the estimated costs of research and development activities based upon the estimated amount of services provided but not yet invoiced, and includes these costs in research and development expenses. These costs are accrued based on factors such as estimates of the work completed and in accordance with agreements established with its third-party service providers under the service agreements. The Company makes significant judgments and estimates in determining the accrued liabilities balance in each reporting period. As actual costs become known, the Company adjusts its accrued liabilities. The Company has not experienced any material differences between accrued costs and actual costs incurred. However, the status and timing of actual services performed may vary from the Company’s estimates, resulting in adjustments to expense in future periods. |
Share-Based Compensation | Share-Based Compensation The Company maintains a share-based compensation plan as a long-term incentive for employees, consultants and directors of the Company. Share-based compensation is measured at the date of grant, based on the estimated fair value of the award, and recognized as an expense over the employee’s requisite service period (usually the vesting period) on a straight-line basis. The Company estimates the grant date fair value of the stock options, and the resulting share-based compensation, using the Black-Scholes option pricing model. The Company accounts for forfeitures as they occur. The Black-Scholes model considers several variables and assumptions in estimating the fair value of each profit interest unit and stock option that requires judgment. Changes in these variables and assumptions can materially affect the resulting estimates of fair value. These variables and assumptions include the per unit fair value of the underlying common units, exercise price, expected term, risk-free interest rate, expected dividend rate, and the expected unit and stock price volatility over the expected term as follows: Fair Value of Common Units— For all periods prior to the IPO in September 2021, the grant-date fair market value of common units underlying unit options were determined by the Company’s Board of Managers with assistance of third-party valuation specialists. Because there had been no public market for the Company’s common units, the Board of Managers exercised reasonable judgment and considered 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. Fair Value of Common Stock— After the completion of the IPO, the fair value of each share of underlying common stock is based on the closing price of the Company’s common stock as reported on the date of grant on the Nasdaq Global Market. Expected Term— The expected term represents the period that share-based awards are expected to be outstanding. Prior to the IPO, the Company’s profit interest units did not have a contractual term. However, there was a constructive maturity of the profit interest units based on the expected exit or liquidity scenarios for the Company. After the completion of the IPO, the Company’s historical stock option exercise information is limited due to a lack of sufficient data points, and does not provide a reasonable basis upon which to estimate an expected term. The expected term for option grants is therefore determined using the simplified method (based on the mid-point between the vesting date and the end of the contractual term). Expected Volatility— Prior to the IPO, the Company had limited information on the volatility of profit interest units as the units were not actively traded on any public markets. The expected volatility was derived from the historical unit volatilities of comparable peer public companies within its industry. After the completion of the IPO, because the Company does not have sufficient trading history for its common stock, the expected volatility was estimated based on the average volatility for comparable publicly traded life science companies over a period equal to the expected term of the stock option grants. The comparable companies were chosen based on the similar size, stage in the life cycle, or area of specialty. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available and to align with the expected term. Risk-Free Interest Rate —The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the measurement date with maturities approximately equal to the expected term. Expected Dividend Rate —The expected dividend rate is zero. |
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 is comprised of net loss and changes in accumulated other comprehensive income (loss) on the Company’s marketable securities related to unrealized gains and losses. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. The Company recognizes liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon examination. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. The Company recognizes interest accrued related to unrecognized tax benefits and penalties in the provision for income taxes. |
Segments | Segments The Company has a single operating segment. The Company’s chief decision maker, its Chief Executive Officer, manages the Company’s operations on a consolidated basis for purposes of allocating resources, making operating decisions, and evaluating performance. |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) 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) 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) | 12 Months Ended |
Dec. 31, 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: December 31, 2021 2020 (In thousands) Cash and cash equivalents $ 115,826 $ 59,687 Restricted cash 348 149 Total cash, cash equivalents, and restricted cash $ 116,174 $ 59,836 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 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: December 31, 2021 Level 1 Level 2 Level 3 Total (In thousands) Assets: Money market funds $ 115,410 $ — $ — $ 115,410 US treasuries 24,053 — — 24,053 Government treasury and agency securities — 7,600 — 7,600 Corporate securities and commercial paper — 171,842 — 171,842 Total assets $ 139,463 $ 179,442 $ — $ 318,905 December 31, 2020 Level 1 Level 2 Level 3 Total (In thousands) Assets: Money market funds $ 5,508 $ — $ — $ 5,508 Liabilities: Convertible preferred unit 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: December 31, 2021 Amortized Cost Unrealized Gain Unrealized Loss Fair Value (In thousands) Assets: Money market funds $ 115,410 $ — $ — $ 115,410 US treasuries 24,056 1 (4 ) 24,053 Government treasury and agency securities 7,606 — (6 ) 7,600 Corporate securities and commercial paper 171,891 3 (52 ) 171,842 Total financial assets $ 318,963 $ 4 $ (62 ) $ 318,905 December 31, 2020 Amortized Cost Unrealized Gain Unrealized Loss Fair Value (In thousands) Assets: Money market funds $ 5,508 $ — $ — $ 5,508 |
Schedule of Fair Value of Marketable Securities by Maturity Date | As of December 31, 2021, the fair value of the Company’s marketable securities, by maturity date, were as follows: (In thousands) 2022 $ 132,436 2023 63,934 2024 — 2025 7,125 Total $ 203,495 |
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: Year Ended December 31, 2021 2020 (In thousands) Beginning balance $ 314 $ 170 Fair value of warrants issued in connection with debt financing 127 — Change in fair value 1,318 144 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 $ — $ 314 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consists of the following: December 31, 2021 2020 (In thousands) Machinery and equipment $ 4,139 $ 3,848 Leasehold improvements 103 199 Computer equipment 73 103 Furniture and fixtures 199 73 Construction-in-progress 358 — Total property and equipment, gross 4,872 4,223 Less accumulated depreciation and amortization (3,227 ) (2,567 ) Total property and equipment, net $ 1,645 $ 1,656 |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following: December 31, 2021 2020 (In thousands) Accrued research and development $ 4,023 $ 850 Accrued bonus 1,957 1,080 Accrued clinical trial costs 1,672 — Accrued general and administrative 756 922 Other accrued expenses and liabilities 283 129 Total accrued expenses and other current liabilities $ 8,691 $ 2,981 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2021: (In thousands) 2022 $ 2,425 2023 2,665 2024 2,738 2025 2,814 2026 2,891 Thereafter 6,792 Total $ 20,325 |
Debt Obligation (Tables)
Debt Obligation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Future Debt Payments | A schedule of the Company’s future debt payments as of December 31, 2021 is as follows: (In thousands) 2022 $ 468 2023 938 2024 938 2025 300 Thereafter — Total principal debt payments 2,644 Less: debt discount (248 ) Total debt $ 2,396 |
Convertible Preferred Units a_2
Convertible Preferred Units and Stockholders' Equity/Members' Deficit (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Summary of Authorized, Issued and Outstanding Convertible Preferred Units | The following table summarizes the authorized, issued and outstanding convertible preferred units of the Company: December 31, 2020 Units Authorized Units Issued and Outstanding Issuance Price Per Unit Net Proceeds Aggregate Liquidation Preference (In thousands, except unit and per unit data) Series A-1 3,500,000 875,000 $ 4.00 $ 3,500 $ 3,500 Series A-2 2,809,731 702,433 6.33 4,385 4,444 Series B 23,749,923 5,873,478 8.64 47,807 50,768 Series C 31,438,492 5,239,629 10.37 51,682 54,348 Total convertible preferred units 61,498,146 12,690,540 $ 107,374 $ 113,060 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 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 for the year ended December 31, 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 (105,898 ) $ 4.29 Forfeited (7,116 ) $ 3.11 Balance as of December 31, 2021 1,028,389 $ 6.76 |
Summary of Recognized Share-Based Compensation | The Company recognized share-based compensation as follows: Year Ended December 31, 2021 2020 (In thousands) Research and development expenses $ 2,625 $ 381 General and administrative expenses 2,956 175 Total share-based compensation $ 5,581 $ 556 |
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 options was calculated using the Black-Scholes option pricing model, based on the following assumptions: Year Ended December 31, 2021 2020 Expected term (in years) 5.0 - 6.7 — Expected volatility 72% - 73% — Risk-free interest rate 0.79% - 1.34% — Dividend yield 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 1,481,726 17.57 Stock options cancelled (7,914 ) 17.00 Balances as of December 31, 2021 1,473,812 17.57 9.71 11,711 Options vested and exercisable as of December 31, 2021 300,701 17.00 9.70 2,499 |
Profit Interest Units | 2014 Equity Incentive Plan | |
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, 2019 1,294,435 $ 1.73 Granted 552,557 2.56 Cancelled/Forfeited (22,657 ) 2.35 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 December 31, 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: Year Ended December 31, 2021 2020 Expected term (in years) 5.5 – 6.1 6.1 Expected volatility 75% 80% Risk-free interest rate 0.74 – 1.10% 0.4 – 1.7% Expected dividend rate 0% 0% |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Summary of Reconciliation of Effective Income Tax Rate | The following table presents a reconciliation of the statutory federal rate and the Company’s effective tax rate: Year Ended December 31, 2021 2020 Statutory rate 21.0 % 21.0 % State tax (3.9 )% 8.8 % Tax credits 1.2 % 2.5 % Change in valuation allowance (17.0 )% (32.5 )% Other (0.4 )% 0.2 % Stock compensation (0.9 )% — Effective income tax rate — % — % |
Schedule of Components of Deferred Tax Assets and Liabilities | The following table presents the significant components of the deferred tax assets and liabilities for the periods presented: December 31, 2021 2020 (In thousands) Deferred tax assets: Net operating loss carryforwards $ 13,482 $ 4,276 Intangible assets 5,711 8,155 Tax credit carryforwards 2,276 1,407 Stock compensation 505 — Accrual and other 455 648 Total deferred tax assets 22,429 14,486 Deferred tax liabilities: Property and equipment (90 ) (160 ) Total deferred tax liabilities (90 ) (160 ) Valuation allowance (22,339 ) (14,326 ) Net deferred taxes $ — $ — |
Schedule of Pre-Tax Net Operating Losses and Credit Carryforwards | The Company had pre-tax net operating losses and tax credit carryforwards as of December 31, 2021 as follows (in thousands): Amount Expiration Years Net operating losses, federal $ 59,000 Do not expire Net operating losses, state 15,631 2038-2041 Tax credits, federal 1,929 2038-2041 Tax credits, state 1,398 N/A |
Schedule of Reconciliation of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits for the years ended December 31, 2021 and 2020 is as follows: December 31, 2021 2020 (In thousands) Balance, beginning of year $ 515 $ 180 Additions based on tax positions related to current year 317 229 Additions for tax positions of prior years — 106 Balance, end of year $ 832 $ 515 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Summary of Outstanding Shares Have Been Excluded from Computation of Diluted Net Loss Per Unit Because Their Effect Would have Been Anti-Dilutive | The following outstanding shares were excluded from the computation of the diluted net loss per share for the periods presented because their effect would have been anti-dilutive: Year Ended December 31, 2021 2020 Convertible preferred units — 12,690,540 Profit interest units — 1,824,335 Warrants to purchase common units and convertible preferred units, as converted — 64,003 Restricted stock subject to future vesting 1,028,389 — Stock options to purchase common stock 1,473,812 — Total 2,502,201 14,578,878 |
Organization and Description _2
Organization and Description of Business - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 17, 2021 | Dec. 31, 2021 | Sep. 12, 2021 | Dec. 31, 2020 |
Organization And Description Of Business [Line Items] | ||||
Aggregate net proceeds from initial public offering | $ 214,707 | |||
Convertible preferred stock, shares issued upon conversion | 19,756,590 | 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 or Stated Value Per Share | $ 0.0001 | |||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | 0 | |
Preferred Stock, Par or Stated Value Per Share | $ 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 | $ 103,707 | $ 54,748 | ||
Cash, cash equivalents and marketable securities | $ 319,300 | |||
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 |
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 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 115,826 | $ 59,687 | |
Restricted cash | 348 | 149 | |
Total cash, cash equivalents, and restricted cash | $ 116,174 | $ 59,836 | $ 8,617 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2021shares | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
Property and equipment, estimated useful lives | 5 years |
Warrants outstanding | 0 |
ASU 2016-02 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true |
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2022 |
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true |
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 | Dec. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Total assets | $ 318,905 | |
Convertible Preferred Unit Warrant Liability | ||
Liabilities: | ||
Liabilities | $ 314 | |
Government Treasury and Agency Securities | ||
Assets: | ||
Total assets | 7,600 | |
Corporate Securities and Commercial Paper | ||
Assets: | ||
Total assets | 171,842 | |
Money Market Funds | ||
Assets: | ||
Total assets | 115,410 | 5,508 |
US Treasuries | ||
Assets: | ||
Total assets | 24,053 | |
Level 1 | ||
Assets: | ||
Total assets | 139,463 | |
Level 1 | Money Market Funds | ||
Assets: | ||
Total assets | 115,410 | 5,508 |
Level 1 | US Treasuries | ||
Assets: | ||
Total assets | 24,053 | |
Level 2 | ||
Assets: | ||
Total assets | 179,442 | |
Level 2 | Government Treasury and Agency Securities | ||
Assets: | ||
Total assets | 7,600 | |
Level 2 | Corporate Securities and Commercial Paper | ||
Assets: | ||
Total assets | $ 171,842 | |
Level 3 | Convertible Preferred Unit 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 | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost | $ 318,963 | |
Unrealized Gain | 4 | |
Unrealized Loss | (62) | |
Fair Value | 318,905 | |
Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost | 115,410 | $ 5,508 |
Unrealized Gain | ||
Unrealized Loss | ||
Fair Value | 115,410 | $ 5,508 |
US Treasuries | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost | 24,056 | |
Unrealized Gain | 1 | |
Unrealized Loss | (4) | |
Fair Value | 24,053 | |
Government Treasury and Agency Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost | 7,606 | |
Unrealized Loss | (6) | |
Fair Value | 7,600 | |
Corporate Securities and Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost | 171,891 | |
Unrealized Gain | 3 | |
Unrealized Loss | (52) | |
Fair Value | $ 171,842 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Fair Value of Marketable Securities by Maturity Date (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Fair Value Disclosures [Abstract] | |
2022 | $ 132,436 |
2023 | 63,934 |
2025 | 7,125 |
Total | $ 203,495 |
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 | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 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 | 144 |
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 | $ 314 |
Collaboration Revenue - Additio
Collaboration Revenue - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Nov. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2018 | Aug. 31, 2017 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Revenue | $ 1,125 | $ 863 | |||||
2015 Sanofi Collaboration Agreement | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Collaboration arrangement, initial fee paid | $ 8,000 | ||||||
Annual technology access and development fee | $ 9,000 | $ 1,000 | |||||
Remaining unrecognized revenue to be recognized | $ 3,000 | ||||||
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) | ||||||
Revenue | $ 0 | 900 | |||||
Deferred revenue recognized | 0 | 0 | $ 2,000 | ||||
2017 Genentech Collaboration Agreement | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Revenue | 1,100 | 0 | |||||
Deferred revenue recognized | $ 0 | $ 1,100 | |||||
Collaborative arrangement, collaboration target term | 2 years | ||||||
Collaboration target access fee | $ 4,500 | $ 1,500 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 4,872 | $ 4,223 |
Less accumulated depreciation and amortization | (3,227) | (2,567) |
Total property and equipment, net | 1,645 | 1,656 |
Machinery and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 4,139 | 3,848 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 103 | 199 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 73 | 103 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 199 | $ 73 |
Construction-In-Progress | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 358 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Balance Sheet Related Disclosures [Abstract] | ||
Property and equipment under capital leases | $ 0 | $ 0.3 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued research and development | $ 4,023 | $ 850 |
Accrued bonus | 1,957 | 1,080 |
Accrued clinical trial costs | 1,672 | |
Accrued general and administrative | 756 | 922 |
Other accrued expenses and liabilities | 283 | 129 |
Total accrued expenses and other current liabilities | $ 8,691 | $ 2,981 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2018 | |
Loss Contingencies [Line Items] | ||||
Rent expense | $ 1,400,000 | $ 1,500,000 | ||
Capital lease arrangements expiration period | 2021-09 | |||
Capital lease arrangements remaining payments | $ 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 ends in April 2022. | |||
Lessee operating lease sublease agreement period end | 2022-04 | |||
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, term of contract | 7 years | |||
Lessee operating lease additional number of period option to extend | 5 years | |||
Lessee operating lease start date | Mar. 31, 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 | Dec. 31, 2021USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2022 | $ 2,425 |
2023 | 2,665 |
2024 | 2,738 |
2025 | 2,814 |
2026 | 2,891 |
Thereafter | 6,792 |
Total | $ 20,325 |
Debt Obligation - Additional In
Debt Obligation - Additional Information (Details) - USD ($) | Apr. 13, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 |
Line Of Credit Facility [Line Items] | ||||
Interest expense | $ 174,000 | $ 13,000 | ||
Warrants to Purchase Shares of Common Stock | ||||
Line Of Credit Facility [Line Items] | ||||
Warrants to purchase shares of common stock | 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 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 | |||
Debt instrument, covenant compliance, description | The Company is in compliance with the SVB Loan and Security Agreement financial and nonfinancial covenants as of December 31, 2021 | |||
Interest expense | $ 200,000 | |||
Loan and Security Agreement | Silicon Valley Bank (SVB) | Minimum | Term Loan | ||||
Line Of Credit Facility [Line Items] | ||||
Debt, prepayment fee percentage | 1.00% | |||
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% |
Debt Obligation - Schedule of F
Debt Obligation - Schedule of Future Debt Payments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 468 |
2023 | 938 |
2024 | 938 |
2025 | 300 |
Total principal debt payments | 2,644 |
Less: debt discount | (248) |
Total debt | $ 2,396 |
Convertible Preferred Units a_3
Convertible Preferred Units and Stockholders' Equity/Members' Deficit - Summary of Authorized, Issued and Outstanding Convertible Preferred Units (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2021 | Jul. 31, 2021 | Dec. 31, 2020 |
Class Of Stock [Line Items] | |||
Units Authorized | 0 | 61,498,146 | |
Units Issued and Outstanding | 12,690,540 | ||
Net Proceeds | $ 107,374 | ||
Aggregate Liquidation value | $ 113,060 | ||
Series A-1 | |||
Class Of Stock [Line Items] | |||
Units Authorized | 3,500,000 | ||
Units Issued and Outstanding | 875,000 | ||
Issuance Price Per Unit | $ 4 | ||
Net Proceeds | $ 3,500 | ||
Aggregate Liquidation value | $ 3,500 | ||
Series A-2 | |||
Class Of Stock [Line Items] | |||
Units Authorized | 2,809,731 | ||
Units Issued and Outstanding | 702,433 | ||
Issuance Price Per Unit | $ 6.33 | ||
Net Proceeds | $ 4,385 | ||
Aggregate Liquidation value | $ 4,444 | ||
Series B | |||
Class Of Stock [Line Items] | |||
Units Authorized | 23,749,923 | ||
Units Issued and Outstanding | 5,873,478 | ||
Issuance Price Per Unit | $ 8.64 | ||
Net Proceeds | $ 47,807 | ||
Aggregate Liquidation value | $ 50,768 | ||
Series C | |||
Class Of Stock [Line Items] | |||
Units Authorized | 31,438,492 | ||
Units Issued and Outstanding | 5,239,629 | ||
Issuance Price Per Unit | $ 10.37 | $ 10.37 | |
Net Proceeds | $ 51,682 | ||
Aggregate Liquidation value | $ 54,348 |
Convertible Preferred Units a_4
Convertible Preferred Units and Stockholders' Equity/Members' Deficit - Additional Information (Details) | 1 Months Ended | 12 Months Ended | |||||
Aug. 31, 2021USD ($)$ / sharesshares | Jul. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2021USD ($)Voteshares | Dec. 31, 2020USD ($)$ / sharesshares | Sep. 17, 2021shares | Sep. 12, 2021shares | |
Class Of Stock [Line Items] | |||||||
Convertible preferred units issued | shares | 12,690,540 | 0 | 12,690,540 | ||||
Net proceeds from issuance of convertible preferred units | $ 83,275,000 | $ 54,348,000 | |||||
Convertible preferred stock, shares issued upon conversion | shares | 19,756,590 | 19,756,590 | |||||
Number of vote for each share of common stock | Vote | 1 | ||||||
Dividends declared | $ 0 | ||||||
Series C Convertible Preferred Units | |||||||
Class Of Stock [Line Items] | |||||||
Convertible preferred units issued | shares | 2,619,985 | 5,239,629 | 5,239,629 | ||||
Issuance Price Per Unit | $ / shares | $ 10.37 | $ 10.37 | $ 10.37 | ||||
Net proceeds from issuance of convertible preferred units | $ 26,000,000 | $ 51,700,000 | |||||
Issuance costs | $ 1,100,000 | $ 2,700,000 | |||||
Series C Convertible Preferred Units | Maximum | |||||||
Class Of Stock [Line Items] | |||||||
Convertible preferred units issued | shares | 7,859,623 | 7,859,623 | |||||
Series C-1 Convertible Preferred Units | |||||||
Class Of Stock [Line Items] | |||||||
Convertible preferred units issued | shares | 4,446,050 | ||||||
Issuance Price Per Unit | $ / shares | $ 13.50 | ||||||
Net proceeds from issuance of convertible preferred units | $ 59,700,000 | ||||||
Issuance costs | $ 300,000 |
Warrants - Additional Informati
Warrants - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Sep. 17, 2021 | Sep. 30, 2021 |
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 | $ 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 ($) $ / shares in Units, $ in Millions | Sep. 17, 2021 | Sep. 30, 2021 | Dec. 31, 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 | $ 19.2 | ||
Unrecognized compensation cost related to stock options period for recognition | 3 years 2 months 12 days | ||
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 | ||
Increasing percentage value equal to total number of shares of capital stock outstanding | 5.00% | ||
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 5% 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 | 4,715,520 | ||
Weighted-average grant date fair value of options granted to employees | $ 11.01 | ||
ESPP | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares of common stock reserved for future issuance | 375,000 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of PI Units Activity (Details) - $ / shares | Sep. 17, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
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, Beginning Balance | 1,824,335 | 1,294,435 | |
Number of Units, Granted | 1,385,782 | 552,557 | |
Number of Units, Cancelled/Forfeited | (47,227) | (22,657) | |
Number of Units, Converted to vested and unvested common stock | (2,361,520) | (3,162,890) | |
Number of Units, Ending Balance | 1,824,335 | ||
Weighted Average Grant Date Fair Value, Beginning Balance | $ 1.97 | $ 1.73 | |
Weighted Average Grant Date Fair Value, Granted | 5.03 | 2.56 | |
Weighted Average Grant Date Fair Value, Cancelled/Forfeited | 2.63 | 2.35 | |
Weighted Average Grant Date Fair Value, Converted to vested and unvested common stock | $ 3.29 | ||
Weighted Average Grant Date Fair Value, Ending Balance | $ 1.97 |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Unvested Common Stock Activity (Details) - $ / shares | Sep. 17, 2021 | Dec. 31, 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 | (105,898) | |
Number of Units, Cancelled/Forfeited | (7,116) | |
Number of Units, Ending Balance | 1,028,389 | |
Weighted Average Grant Date Fair Value, Conversion of profit interest units | $ 6.62 | |
Weighted Average Grant Date Fair Value, Vested | 4.29 | |
Weighted Average Grant Date Fair Value, Cancelled/Forfeited | 3.11 | |
Weighted Average Grant Date Fair Value, Ending Balance | $ 6.76 |
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) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 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 | |
Expected volatility | 75.00% | 80.00% |
Risk-free interest rate, minimum | 0.74% | 0.40% |
Risk-free interest rate, maximum | 1.10% | 1.70% |
Expected dividend rate | 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 | |
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 | |
2021 Stock Incentive Plan | Stock Options | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk-free interest rate, minimum | 0.79% | |
Risk-free interest rate, maximum | 1.34% | |
Expected dividend rate | 0.00% | |
Expected volatility, Minimum | 72.00% | |
Expected volatility, Maximum | 73.00% | |
2021 Stock Incentive Plan | Stock Options | Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term | 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 |
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 | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Stock options granted | shares | 1,481,726 |
Number of Shares, Stock options cancelled | shares | (7,914) |
Number of Shares, Balances as of December 31, 2021 | shares | 1,473,812 |
Number of Shares, Options vested and exercisable as of December 31, 2021 | shares | 300,701 |
Weighted-Average Exercise Price Per Share, Stock options granted | $ / shares | $ 17.57 |
Weighted-Average Exercise Price Per Share, Stock options cancelled | $ / shares | 17 |
Weighted-Average Exercise Price Per Share, Balances as of December 31, 2021 | $ / shares | 17.57 |
Weighted-Average Exercise Price Per Share, Options vested and exercisable as of December 31, 2021 | $ / shares | $ 17 |
Weighted-Average Remaining Contractual Term, Balances as of December 31, 2020 | 9 years 8 months 15 days |
Weighted-Average Remaining Contractual Term, Options vested and exercisable as of December 31, 2021 | 9 years 8 months 12 days |
Aggregate Intrinsic Value, Balances | $ | $ 11,711 |
Aggregate Intrinsic Value, Options vested and exercisable as of December 31, 2021 | $ | $ 2,499 |
Share-Based Compensation - Su_5
Share-Based Compensation - Summary of Recognized Share-Based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total share-based compensation | $ 5,581 | $ 556 |
Research and Development Expenses | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total share-based compensation | 2,625 | 381 |
General and Administrative Expenses | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total share-based compensation | $ 2,956 | $ 175 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Compensation And Retirement Disclosure [Abstract] | ||
Employer matching contribution, percent of match | 100.00% | |
Contributions to the 401(k) plan | $ 0 | $ 0 |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconciliation of Effective Income Tax Rate (Detail) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Statutory rate | 21.00% | 21.00% |
State tax | (3.90%) | 8.80% |
Tax credits | 1.20% | 2.50% |
Change in valuation allowance | (17.00%) | (32.50%) |
Other | (0.40%) | 0.20% |
Stock compensation | (0.90%) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 13,482 | $ 4,276 |
Intangible assets | 5,711 | 8,155 |
Tax credit carryforwards | 2,276 | 1,407 |
Stock compensation | 505 | |
Accrual and other | 455 | 648 |
Total deferred tax assets | 22,429 | 14,486 |
Deferred tax liabilities: | ||
Property and equipment | (90) | (160) |
Total deferred tax liabilities | (90) | (160) |
Valuation allowance | $ (22,339) | $ (14,326) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Deferred tax assets, valuation allowance increased | $ 8,000,000 | $ 7,500,000 |
Operating loss carryforwards, limitations on use | the amount of taxable income that can be offset by NOL carryforwards after a change in control (generally greater than 50% change in ownership within a three-year period) of a loss corporation | |
Accrued interest and penalties related to unrecognized tax benefits | $ 0 |
Income Taxes - Schedule of Pre-
Income Taxes - Schedule of Pre-Tax Net Operating Losses and Credit Carryforwards (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Federal | |
Operating Loss And Tax Credit Carryforward [Line Items] | |
Net operating losses, amount | $ 59,000 |
Tax credits, amount | $ 1,929 |
Federal | Earliest Tax Year | |
Operating Loss And Tax Credit Carryforward [Line Items] | |
Tax credits, Expiration Years | 2038 |
Federal | Latest Tax Year | |
Operating Loss And Tax Credit Carryforward [Line Items] | |
Tax credits, Expiration Years | 2040 |
State | |
Operating Loss And Tax Credit Carryforward [Line Items] | |
Net operating losses, amount | $ 15,631 |
Tax credits, amount | $ 1,398 |
State | Earliest Tax Year | |
Operating Loss And Tax Credit Carryforward [Line Items] | |
Net operating losses ,Expiration Years | 2038 |
State | Latest Tax Year | |
Operating Loss And Tax Credit Carryforward [Line Items] | |
Net operating losses ,Expiration Years | 2040 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Balance, beginning of year | $ 515 | $ 180 |
Additions based on tax positions related to current year | 317 | 229 |
Additions for tax positions of prior years | 106 | |
Balance, end of year | $ 832 | $ 515 |
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 | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per unit | 2,502,201 | 14,578,878 |
Convertible Preferred Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per unit | 12,690,540 | |
Profit Interest Units | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per unit | 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 unit | 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 unit | 1,028,389 | |
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 unit | 1,473,812 |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Initial Public Offering | |
Related Party Transaction [Line Items] | |
Proceeds from Issuance of Common Stock | $ 0.1 |