Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 31, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-40646 | |
Entity Registrant Name | ABSCI CORP | |
Entity Incorporation, State | DE | |
Entity Tax Identification Number | 85-3383487 | |
Entity Address, Street | 18105 SE Mill Plain Blvd | |
Entity Address, City | Vancouver | |
Entity Address, State | WA | |
Entity Address, Postal Zip Code | 98683 | |
City Area Code | 360) | |
Local Phone Number | 949-1041 | |
Title of each class | Common Stock. $0.0001 par value | |
Trading Symbol(s) | ABSI | |
Name of each exchange on which registered | NASDAQ | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 92,557,233 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001672688 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 99,450 | $ 69,867 |
Restricted cash | 10,501 | 0 |
Receivables under development arrangements | 545 | 1,594 |
Prepaid expenses and other current assets | 1,895 | 1,773 |
Total current assets | 112,391 | 73,234 |
Operating lease right-of-use assets | 7,638 | 4,476 |
Property and equipment, net | 37,802 | 8,909 |
Intangibles, net | 56,677 | 0 |
Goodwill | 22,893 | 0 |
Restricted cash | 16,846 | 1,841 |
Other assets | 2,823 | 109 |
TOTAL ASSETS | 257,070 | 88,569 |
Current liabilities: | ||
Accounts payable | 9,004 | 2,116 |
Accrued expenses | 14,000 | 1,569 |
Loans payable | 0 | 632 |
Long-term debt, current | 1,577 | 903 |
Operating lease obligations, current | 1,419 | 770 |
Financing lease obligations, current | 1,984 | 1,475 |
Deferred revenue, current | 1,775 | 2,630 |
Total current liabilities | 29,759 | 10,095 |
Convertible promissory notes | 150,107 | 0 |
Long-term debt - net of current portion | 3,352 | 4,141 |
Operating lease obligations - net of current portion | 8,978 | 3,813 |
Finance lease obligations - net of current portion | 3,203 | 2,766 |
Deferred tax, net | 5,228 | 0 |
Deferred revenue | 839 | 0 |
Other long-term liabilities | 18,489 | 749 |
TOTAL LIABILITIES | 219,955 | 21,564 |
Commitments (See Note 7) | ||
Redeemable convertible preferred stock, $0.0001 par value; 14,099,936 and 13,845,050 shares authorized as of June 30, 2021 and December 31, 2020, respectively; 14,006,929 and 13,752,043 issued and outstanding as of June 30, 2021 and December 31, 2020 respectively; liquidation preference of $218,510 and $203,095 as of June 30, 2021 and December 31, 2020, respectively | 161,377 | 156,433 |
OTHER STOCKHOLDERS' DEFICIT | ||
Common stock, $0.0001 par value; 78,320,000 and 72,668,200 shares authorized as of June 30, 2021 and December 31, 2020, respectively; 21,876,173 and 17,887,631 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively | 2 | 2 |
Additional paid-in capital | 17,972 | 635 |
Accumulated deficit | (142,225) | (90,065) |
Accumulated other comprehensive income (loss) | (11) | 0 |
TOTAL OTHER STOCKHOLDERS' DEFICIT | (124,262) | (89,428) |
TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND OTHER STOCKHOLDERS' DEFICIT | $ 257,070 | $ 88,569 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 14,099,936 | 13,845,050 |
Preferred stock, shares issued (in shares) | 14,006,929 | 13,752,043 |
Preferred stock, shares outstanding (in shares) | 14,006,929 | 13,752,043 |
Liquidation Preference | $ 218,510 | $ 203,095 |
Common stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 78,320,000 | 72,668,200 |
Common stock, shares, issued (in shares) | 21,876,173 | 17,887,631 |
Common stock, shares, outstanding (in shares) | 21,876,173 | 17,887,631 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenues | ||||
Total revenues | $ 728 | $ 564 | $ 1,791 | $ 1,136 |
Operating expenses | ||||
Research and development | 11,040 | 2,252 | 18,090 | 4,159 |
Selling, general and administrative | 5,179 | 861 | 9,864 | 1,832 |
Depreciation and amortization | 1,201 | 265 | 1,677 | 449 |
Total operating expenses | 17,420 | 3,378 | 29,631 | 6,440 |
Operating loss | (16,692) | (2,814) | (27,840) | (5,304) |
Other income (expense) | ||||
Interest expense | (2,009) | (189) | (2,464) | (287) |
Other income (expense), net | (28,114) | (5) | (27,950) | (75) |
Total other expense, net | (30,123) | (194) | (30,414) | (362) |
Loss before income taxes | (46,815) | (3,008) | (58,254) | (5,666) |
Income tax benefit | 5,617 | 0 | 6,094 | 0 |
Net loss | (41,198) | (3,008) | (52,160) | (5,666) |
Adjustment of redeemable preferred units and stock | 0 | (13,967) | 0 | (25,121) |
Cumulative undeclared preferred stock dividends | (1,047) | 0 | (2,042) | 0 |
Net loss applicable to common stockholders and unitholders, basic | (42,245) | (16,975) | (54,202) | (30,787) |
Net loss applicable to common stockholders and unitholders, diluted | $ (42,245) | $ (16,975) | $ (54,202) | $ (30,787) |
Net loss per share attributable to common stockholders and unitholders, basic (usd per share) | $ (2.39) | $ (1.12) | $ (3.13) | $ (2.02) |
Net loss per share attributable to common stockholders and unitholders, diluted (usd per share) | $ (2.39) | $ (1.12) | $ (3.13) | $ (2.02) |
Weighted-average common shares and units outstanding, basic (in shares) | 17,641,147 | 15,215,747 | 17,312,437 | 15,215,747 |
Weighted-average common shares and units outstanding, diluted (in shares) | 17,641,147 | 15,215,747 | 17,312,437 | 15,215,747 |
Comprehensive loss: | ||||
Net loss | $ (41,198) | $ (3,008) | $ (52,160) | $ (5,666) |
Foreign currency translation adjustments | (11) | 0 | (11) | 0 |
Comprehensive loss | (41,209) | (3,008) | (52,171) | (5,666) |
Technology development revenue | ||||
Revenues | ||||
Technology development revenue | 592 | 517 | 1,532 | 1,042 |
Collaboration revenue | ||||
Revenues | ||||
Collaboration revenue | $ 136 | $ 47 | $ 259 | $ 94 |
STATEMENTS OF CHANGES IN REDEEM
STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND UNITS AND OTHER STOCKHOLDERS’ AND MEMBERS’ DEFICIT (UNAUDITED) - USD ($) $ in Thousands | Total | Redeemable Convertible Preferred Stock | Preferred StockRedeemable Convertible Preferred Stock | Common Stock | Common Units | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
Increase (Decrease) in Stockholders' Equity | ||||||||
Stock-based compensation | $ 8 | $ 8 | ||||||
Increase in preferred unit redemption value | (11,154) | $ (11,154) | ||||||
Net loss | (2,658) | (2,658) | ||||||
Ending balance at Mar. 31, 2020 | (54,963) | 223 | (55,188) | |||||
Beginning balance at Dec. 31, 2019 | $ 52,763 | |||||||
Beginning balance, shares at Dec. 31, 2019 | 9,964,572 | |||||||
Increase (Decrease) in Temporary Equity | ||||||||
Issuance of preferred units net of issuance costs | $ 994 | |||||||
Issuance of preferred units net of issuance costs, shares | 102,146 | |||||||
Increase in preferred unit redemption value | $ 11,154 | |||||||
Ending balance at Mar. 31, 2020 | $ 64,911 | |||||||
Ending balance, shares at Mar. 31, 2020 | 10,066,718 | |||||||
Beginning balance at Dec. 31, 2019 | (41,159) | $ 2 | 215 | (41,376) | ||||
Beginning balance, shares at Dec. 31, 2019 | 15,215,724 | |||||||
Increase (Decrease) in Members' Equity | ||||||||
Increase in preferred unit redemption value | (11,154) | (11,154) | ||||||
Stock-based compensation | 8 | 8 | ||||||
Net loss | (2,658) | (2,658) | ||||||
Ending balance at Mar. 31, 2020 | $ 2 | |||||||
Ending balance, shares at Mar. 31, 2020 | 15,215,724 | |||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net loss | (5,666) | |||||||
Ending balance at Jun. 30, 2020 | (71,880) | 281 | (72,163) | |||||
Beginning balance at Dec. 31, 2019 | $ 52,763 | |||||||
Beginning balance, shares at Dec. 31, 2019 | 9,964,572 | |||||||
Ending balance at Jun. 30, 2020 | $ 82,509 | |||||||
Ending balance, shares at Jun. 30, 2020 | 10,438,524 | |||||||
Beginning balance at Dec. 31, 2019 | (41,159) | $ 2 | 215 | (41,376) | ||||
Beginning balance, shares at Dec. 31, 2019 | 15,215,724 | |||||||
Increase (Decrease) in Members' Equity | ||||||||
Net loss | (5,666) | |||||||
Ending balance at Jun. 30, 2020 | $ 2 | |||||||
Ending balance, shares at Jun. 30, 2020 | 15,215,724 | |||||||
Beginning balance at Mar. 31, 2020 | (54,963) | 223 | (55,188) | |||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Stock-based compensation | 58 | 58 | ||||||
Increase in preferred unit redemption value | (13,967) | (13,967) | ||||||
Net loss | (3,008) | (3,008) | ||||||
Ending balance at Jun. 30, 2020 | (71,880) | 281 | (72,163) | |||||
Beginning balance at Mar. 31, 2020 | $ 64,911 | |||||||
Beginning balance, shares at Mar. 31, 2020 | 10,066,718 | |||||||
Increase (Decrease) in Temporary Equity | ||||||||
Issuance of preferred units net of issuance costs | $ 3,631 | |||||||
Issuance of preferred units net of issuance costs, shares | 371,806 | |||||||
Increase in preferred unit redemption value | $ 13,967 | |||||||
Ending balance at Jun. 30, 2020 | $ 82,509 | |||||||
Ending balance, shares at Jun. 30, 2020 | 10,438,524 | |||||||
Beginning balance at Mar. 31, 2020 | $ 2 | |||||||
Beginning balance, shares at Mar. 31, 2020 | 15,215,724 | |||||||
Increase (Decrease) in Members' Equity | ||||||||
Increase in preferred unit redemption value | (13,967) | (13,967) | ||||||
Stock-based compensation | 58 | 58 | ||||||
Net loss | (3,008) | (3,008) | ||||||
Ending balance at Jun. 30, 2020 | $ 2 | |||||||
Ending balance, shares at Jun. 30, 2020 | 15,215,724 | |||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Beginning balance, shares | 17,887,631 | |||||||
Beginning balance at Dec. 31, 2020 | (89,428) | $ 2 | 635 | (90,065) | ||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Issuance of restricted stock, shares | 703,425 | |||||||
Stock-based compensation | 1,519 | 1,519 | ||||||
Issuance of shares in acquisition | 368 | 368 | ||||||
Issuance of shares in acquisition, shares | 1,010,296 | |||||||
Net loss | (10,962) | (10,962) | ||||||
Ending balance at Mar. 31, 2021 | (98,503) | 2,522 | (101,027) | |||||
Ending balance, shares at Mar. 31, 2021 | 19,601,352 | |||||||
Beginning balance at Dec. 31, 2020 | $ 156,433 | |||||||
Beginning balance, shares at Dec. 31, 2020 | 13,752,043 | 13,752,043 | ||||||
Increase (Decrease) in Temporary Equity | ||||||||
Issuance of preferred units net of issuance costs | $ 4,944 | |||||||
Issuance of preferred units net of issuance costs, shares | 254,886 | |||||||
Ending balance at Mar. 31, 2021 | $ 161,377 | |||||||
Ending balance, shares at Mar. 31, 2021 | 14,006,929 | |||||||
Increase (Decrease) in Members' Equity | ||||||||
Stock-based compensation | 1,519 | 1,519 | ||||||
Net loss | (10,962) | (10,962) | ||||||
Beginning balance at Dec. 31, 2020 | (89,428) | $ 2 | 635 | (90,065) | ||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net loss | (52,160) | |||||||
Ending balance at Jun. 30, 2021 | (124,262) | $ 2 | 17,972 | (142,225) | $ (11) | |||
Ending balance, shares at Jun. 30, 2021 | 21,876,173 | |||||||
Beginning balance at Dec. 31, 2020 | $ 156,433 | |||||||
Beginning balance, shares at Dec. 31, 2020 | 13,752,043 | 13,752,043 | ||||||
Ending balance at Jun. 30, 2021 | $ 161,377 | |||||||
Ending balance, shares at Jun. 30, 2021 | 14,006,929 | 14,006,929 | ||||||
Increase (Decrease) in Members' Equity | ||||||||
Net loss | (52,160) | |||||||
Beginning balance, shares | 19,601,352 | |||||||
Beginning balance at Mar. 31, 2021 | (98,503) | 2,522 | (101,027) | |||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Stock-based compensation | 1,490 | 1,490 | ||||||
Issuance of shares in acquisition | 13,891 | 13,891 | ||||||
Issuance of shares in acquisition, shares | 2,212,208 | |||||||
Foreign currency translation adjustments | (11) | (11) | ||||||
Issuance of shares upon option exercise | 69 | $ 0 | 69 | |||||
Issuance of shares upon option exercise, shares | 62,613 | |||||||
Net loss | (41,198) | (41,198) | 0 | |||||
Ending balance at Jun. 30, 2021 | (124,262) | $ 2 | 17,972 | (142,225) | (11) | |||
Ending balance, shares at Jun. 30, 2021 | 21,876,173 | |||||||
Beginning balance at Mar. 31, 2021 | $ 161,377 | |||||||
Beginning balance, shares at Mar. 31, 2021 | 14,006,929 | |||||||
Ending balance at Jun. 30, 2021 | $ 161,377 | |||||||
Ending balance, shares at Jun. 30, 2021 | 14,006,929 | 14,006,929 | ||||||
Increase (Decrease) in Members' Equity | ||||||||
Stock-based compensation | 1,490 | $ 1,490 | ||||||
Net loss | $ (41,198) | $ (41,198) | $ 0 | |||||
Beginning balance, shares | 21,876,173 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash Flows From Operating Activities | ||
Net loss | $ (52,160) | $ (5,666) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 1,677 | 449 |
Deferred income taxes | (6,094) | 0 |
Share-based compensation | 3,593 | 66 |
Change in fair value of convertible promissory notes | 25,107 | 0 |
Gain on extinguishment of loan payable | (636) | 0 |
Loss on disposal of assets | 0 | 2 |
Foreign exchange transaction losses (gains) | (11) | 0 |
Preferred stock warrant liability expense | 3,440 | 159 |
Changes in operating assets and liabilities: | ||
Receivables under development arrangements | 1,109 | (366) |
Prepaid expenses and other current assets | (921) | (229) |
Operating lease right-of-use assets and liabilities | 2,653 | 11 |
Other long-term assets | (1,853) | (64) |
Accounts payable | 2,744 | 17 |
Accrued expenses and other liabilities | (404) | (50) |
Deferred revenue | (16) | (70) |
Net cash used in operating activities | (21,772) | (5,741) |
Cash Flows From Investing Activities | ||
Purchases of property and equipment | (24,111) | (526) |
Acquisitions, net of cash acquired | (28,130) | 0 |
Net cash used in investing activities | (52,241) | (526) |
Cash Flows From Financing Activities | ||
Proceeds from issuance of redeemable convertible preferred units and stock, net of issuance costs | 4,944 | 4,625 |
Proceeds from issuance of long-term debt | 0 | 2,598 |
Proceeds from notes payable | 0 | 632 |
Principal payments on long-term debt | (139) | (500) |
Principal payments on finance lease obligations | (772) | (463) |
Proceeds from issuance of common stock | 69 | 0 |
Proceeds from issuance of convertible promissory notes | 125,000 | 0 |
Net cash provided by financing activities | 129,102 | 6,892 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 55,089 | 625 |
Cash, cash equivalents and restricted cash - Beginning of year | 71,708 | 13,876 |
Cash, cash equivalents, and restricted cash - End of period | 126,797 | 14,501 |
Supplemental Disclosure of Cash Flow Information | ||
Cash paid during the period for interest | 315 | 194 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities | ||
Property and equipment purchased under finance lease | 1,729 | 2,906 |
Right-of-use assets obtained in exchange for operating lease obligation | 3,330 | 0 |
Cash paid for amounts included in the measurement of operating lease liabilities | 508 | 211 |
Property and equipment purchases included in accounts payable | 4,187 | 204 |
Deferred offering costs included in accounts payable | 825 | 0 |
Increase in redemption value of convertible preferred stock | $ 0 | $ 25,121 |
Organization and nature of oper
Organization and nature of operations | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and nature of operations | Organization and nature of operations Absci Corporation (the “Company”) has developed an integrated drug creation platform that enables the creation of biologics by unifying the drug discovery and cell line development processes into one process. The Company was organized in the State of Oregon in August 2011 as a limited liability company and converted to a limited liability company (“LLC”) in Delaware in April 2016. In October 2020, the Company converted from a Delaware LLC to a Delaware corporation (the “LLC Conversion”). The Company’s headquarters are located in Vancouver, Washington. Authorized shares of common stock In June 2021, the Company’s board of directors (the “Board”) and stockholders increased the number of authorized shares of common stock to 78,320,000. Initial Public Offering On July 21, 2021, the Company’s registration statement on Form S-1 for its initial public offering (the “IPO”) was declared effective by the Securities and Exchange Commission (the “SEC”), and the shares of its common stock commenced trading on the Nasdaq Global Select Market on July 22, 2021. The IPO closed on July 26, 2021, pursuant to which the Company issued and sold 14,375,000 shares of its common stock, including the full exercise of the underwriters’ 30-day option to purchase additional shares, at a public offering price of $16.00 per share. The Company received total net proceeds of approximately $210.3 million from the IPO, after deducting underwriting discounts and commissions of $16.1 million, and offering costs of approximately $3.6 million, of which $2.6 million was incurred as of June 30, 2021. Immediately prior to the completion of the IPO, all shares of redeemable convertible preferred stock then outstanding were converted into 46,266,256 shares of common stock and all convertible notes issued in March 2021 were converted into 9,732,593 shares of common stock. The unaudited condensed financial statements as of June 30, 2021, including share and per share amounts, do not include proceeds from or shares issued in the IPO as it occurred after June 30, 2021. Stock split On July 16, 2021, the Board and stockholders approved an amendment to the Company’s amended and restated certificate of incorporation to effect a forward stock split of the Company’s issued and outstanding common stock at a 3.3031-to-1 ratio, which was effected on July 19, 2021. The par value and convertible preferred stock were not adjusted as a result of the forward stock split. All issued and outstanding common stock, options to purchase common stock and units, and per share and unit amounts contained in the financial statements have been retroactively adjusted to reflect the forward stock split for all periods presented. The financial statements have also been retroactively adjusted to reflect a proportional adjustment to the conversion ratio for each series of preferred stock that was effected in connection with the forward stock split. LLC Conversion In conjunction with the LLC Conversion as of October 15, 2020, (i) all of the Company’s outstanding common units converted on a 1-for-1 basis into shares of common stock, par value $0.0001; and (ii) all of the Company’s outstanding redeemable preferred units converted on a 1-for-1 basis into shares of redeemable convertible preferred stock, par value $0.0001. Prior to the LLC Conversion, the Company had issued incentive units to certain employees, directors, and consultants. The outstanding vested incentive units converted on a net issuance basis into shares of common stock and the outstanding unvested incentive units converted on a net issuance basis into restricted common stock. All vesting provisions remained the same following the LLC Conversion. See Note 9: Stock based compensation for further discussion of the LLC Conversion’s impact on the Company’s stock-based compensation plans. Unaudited Interim Financial Information The accompanying interim condensed consolidated balance sheet as of June 30, 2021, the condensed consolidated statements of operations and comprehensive loss, condensed consolidated changes in redeemable convertible preferred stock and units and other stockholders’ and members’ deficit, and condensed consolidated statements of cash flows for the periods ended June 30, 2021 and 2020 and the |
Summary of significant accounti
Summary of significant accounting policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | Summary of significant accounting policies Basis of presentation The condensed consolidated financial statements are prepared in accordance with US GAAP as defined by the Financial Accounting Standards Board (“FASB”). The condensed consolidated financial statements include the Company’s wholly-owned subsidiaries and entities under its control. The Company has eliminated all intercompany transactions and accounts. Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Business combinations The Company utilizes the acquisition method of accounting for business combinations and allocates the purchase price of an acquisition to the various tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The Company primarily establishes fair value using the replacement cost approach or the income approach based upon a discounted cash flow model. The replacement cost approach measures the value of an asset by the cost to reconstruct or replace it with another of like utility. The income approach requires the use of many assumptions and estimates including future revenues and expenses, as well as discount factors and income tax rates. Other estimates include: • The use of carrying value as a proxy for fair values of fixed assets and liabilities assumed from the target; and • Fair values of intangible assets and contingent consideration. While the Company uses best estimates and assumptions as part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the business acquisition date, these estimates and assumptions are inherently uncertain and subject to refinement. As a result, during the purchase price measurement period, which is no more than one year from the business acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Business combinations also require the Company to estimate the useful life of certain intangible assets acquired and this estimate requires significant judgment. Use of estimates The preparation of financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates include, but are not limited to, revenue recognition including estimated timing of the satisfaction of performance obligations, purchase price allocations in conjunction with business combinations, and the fair value of stock-based compensation awards. The Company bases its estimates on historical experiences, and other relevant factors that it believes to be reasonable under the circumstances. Actual results could differ from those estimates. Segment information The Company operates as a single operating segment. The Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations on a consolidated basis for the purposes of allocating resources, making operating decisions and evaluating performance. Cash, cash equivalents and restricted cash The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Restricted cash represents amounts pledged as collateral for future property lease payments via standby letters of credit (see Note 6) and amounts held in escrow related to the acquisitions (see Note 3). Accounts receivable Accounts receivable consists of amounts due from partners for services performed. The Company reviews accounts receivable for credit impairment and regularly analyzes the status of significant past due receivables to determine if any will potentially be uncollectible to estimate the amount of allowance necessary to reduce accounts receivable to its estimated net realizable value. To date, no allowance has been necessary. See contract asset discussion below regarding unbilled receivables. Fair value of financial instruments Certain assets and liabilities are carried at fair value under US GAAP and consist principally of a fee in-lieu of warrant issuance, a warrant to purchase convertible preferred stock and convertible promissory notes. The carrying amounts of cash equivalents, accounts payable, and accrued liabilities approximate their related fair values due to the short-term nature of these instruments. None of the Company’s non-financial assets or liabilities are recorded at fair value on a recurring basis. As permitted under Accounting Standards Codification (“ASC”) 825, Financial Instruments, (“ASC 825”), the Company has elected the fair value option to account for its convertible promissory notes issued during the six months ended June 30, 2021. In accordance with ASC 825, the Company records these convertible promissory notes at fair value on its balance sheet. Changes in fair value of the warrant to purchase convertible preferred stock and the convertible promissory notes are recorded in the statements of operations and comprehensive loss. As a result of applying the fair value option, direct costs and fees related to the convertible promissory notes were recognized as incurred and not deferred. There are significant judgments and estimates inherent in the determination of the fair value of these liabilities. If the Company had made different assumptions including, among others, those related to the timing and probability of various corporate scenarios, discount rates, volatilities and exit valuations, the carrying values of the fee in lieu of warrant, warrant liability, and net loss and net loss per common share could have been significantly different. Concentration risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, restricted cash, and receivables under development arrangements. The Company maintains its cash and cash equivalents and restricted cash in bank accounts, which at times may exceed federally insured limits. The Company has not experienced any losses on these accounts. For the three and six months ended June 30, 2021, three partners represented approximately 95% and 97% of technology development revenue, respectively. For the three and six months ended June 30, 2020, three and four partners, respectively, represented 90% and 85% of technology development revenue, respectively. As of June 30, 2021, two partners represented approximately 100% of total receivables under technology development arrangements. As of December 31, 2020, one partner represented approximately 93% of total receivables under technology development arrangements. The Company purchases from and relies on two vendors for specific equipment and consumables which are critical to its operations. While there are alternative types of equipment that could be used, switching vendors would require significant capital investment, long lead times and significant training and validation. Property and equipment, net Property and equipment are stated at cost less accumulated depreciation and amortization. Additions and improvements to property and equipment are capitalized. The costs of maintenance and repairs are expensed as incurred. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the underlying assets, which vary from 3 to 7 years. Leasehold improvements are amortized over the shorter of the term of the lease or the estimated useful lives of the assets. When assets are sold or otherwise disposed of, the cost and related accumulated depreciation or amortization are removed from their respective accounts, and the resulting gain or loss is reported as income or expense in the statements of operations and comprehensive loss. Deferred Offering Costs The Company has deferred offering costs consisting of legal and accounting fees directly attributable to its IPO. The deferred offering costs were offset against the proceeds received following the completion of the Company’s IPO. As of June 30, 2021, $2.6 million of deferred offering costs were recorded within other long-term assets on the balance sheet. Impairment of long-lived assets Management reviews long-lived assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability is measured by comparison of the carrying amount to the future undiscounted net cash flows expected to result from the use of the asset and its eventual disposition. If these estimated cash flows were less than the carrying amount of the asset, an impairment loss would be recognized in order to write down the asset to its estimated fair value. There have been no such impairments of long-lived assets during the three months and six months ended June 30, 2021 and 2020. Redeemable convertible preferred unit and stock warrant liability Outstanding warrants that are related to the Company’s redeemable convertible preferred units and redeemable convertible preferred stock are classified as liabilities on the balance sheets. As the warrants are exercisable for redeemable convertible preferred units and redeemable convertible preferred stock, the Company has recognized a liability for the fair value of its warrants on the balance sheets upon issuance and subsequently remeasures the liability to fair value at the end of each reporting period until the earlier of the expiration or exercise of the warrants. Revenue recognition The Company recognizes revenue when control of its products and services are transferred to its customers in an amount that reflects the consideration expected to be received in exchange for those products and services. This process involves identifying the contract with a customer, determining the performance obligations in the contract, determining the contract price, allocating the contract price to the distinct performance obligations in the contract, and recognizing revenue when or as the performance obligations are satisfied. A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and is separately identified in the contract. The Company considers a performance obligation satisfied once control of a good or service has been transferred to the customer, meaning the customer has the ability to use and obtain the benefit of the good or service. Technology development revenue includes revenue associated to the development and technology readiness phases of technology development agreements. The Company refers to its customers as “partners” when describing their relationship in an agreement. Technology development revenue The Company’s Technology Development Agreements (“TDAs”) generally include multiple phases of Cell Line Development (“CLD”) such as library design, assay development, strain screening, fermentation optimization, purification, and analytics that all represent a single performance obligation. These agreements may include options for additional goods and services such as readying the technology to transfer to the partner and licensing terms. The transaction prices for these arrangements include fixed and variable consideration for the single performance obligation as well as variable consideration for success-based achievements. Any variable consideration is constrained to the extent that it is probable that a significant reversal of cumulative revenue will not occur. Depending on the specific terms of the arrangement, the Company either recognizes revenue over time or at a point in time. While there is no alternative use to the Company for the asset created, the agreement’s terms vary as to whether an enforceable right to payment exists for performance completed as of that date. Primarily all of the Company’s contracts with its partners include an enforceable right to payment. The Company measures progress toward the completion of the performance obligations satisfied over time using an input method based on an overall estimate of the effort incurred to date at each reporting period to satisfy a performance obligation. This method provides an appropriate depiction of completed progress toward fulfilling its performance obligations for each respective arrangement. In certain technology development agreements that require a portion of the contract consideration to be received in advance at the commencement of the contract, such advance payment is initially recorded as a contract liability. KBI BioPharma, Inc. Collaboration agreement In December 2019, the Company executed a four-year Joint Marketing Agreement (“JMA”) with KBI BioPharma, Inc. (“KBI”) to co-promote technologies through joint marketing efforts. The JMA provides for a non-refundable upfront payment of $0.8 million and milestone payments of $2.8 million in the aggregate, of which $2.3 million had been received as of June 30, 2021, upon the achievement of specific milestones. Upfront payments that relate to ongoing collaboration efforts required throughout the contract term such as joint marketing are recognized ratably throughout the contract term. The Company fully constrains revenue associated with the milestone payments until the specified milestones are probable of achievement. Additionally, KBI is obligated to make royalty payments to the Company during the fourth year of the JMA representing a percentage of its sales generated through the arrangement. Any costs incurred to KBI through the duration of the JMA are recognized as a reduction to collaboration revenue in the period in which they are incurred. As of June 30, 2021 and December 31, 2020, deferred revenue related to the JMA was $1.4 million and $1.8 million, respectively. Contract balances Contract assets are generated when contractual billing schedules differ from revenue recognition timing and the Company records a contract receivable when it has an unconditional right to consideration. As of June 30, 2021 and December 31, 2020, contract assets were $0.1 million and $0.1 million, respectively. Contract liabilities are recorded in deferred revenue when cash payments are received or due in advance of the satisfaction of performance obligations. As of June 30, 2021 and December 31, 2020, contract liabilities were $2.6 million and $2.6 million, respectively. During the three and six months ended June 30, 2021, the Company recognized $0.1 million and $1.1 million, respectively, as revenue that had been included in deferred revenue at the beginning of the period. During the three and six months ended June 30, 2020, the Company recognized $0.0 million and $0.1 million, respectively, as revenue that had been included in deferred revenue at the beginning of the period. Income taxes Prior to the LLC Conversion, all income tax effects of the Company's operations were passed through to its members individually. Accordingly, the accompanying financial statements do not include any income tax effects for the Company prior to the LLC Conversion date, and the Company had no unrecognized income tax benefits, nor any interest or penalties associated with unrecognized income tax benefits, accrued or expensed as of and for the year ended December 31, 2019 and the period from January 1, 2020 through October 5, 2020. Following the LLC Conversion, the Company accounts for income taxes using the asset and liability method whereby deferred tax asset and liability accounts are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that are currently in effect. Valuation allowances are established where necessary to reduce deferred tax assets to the amounts expected to be realized. The Company files income tax returns in the federal and various state tax jurisdictions. The Company recognizes interest and penalties related to income tax matters as a component of tax expense. The Company did not record any interest or penalties related to income tax during the three and six months ended June 30, 2021. Leases At the inception of a contractual arrangement, the Company determines whether the contract contains a lease by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset in exchange for consideration over a period of time. If both criteria are met, the Company records the associated lease liability and corresponding right-of-use asset upon commencement of the lease using the implicit rate or a discount rate based on a credit adjusted secured borrowing rate commensurate with the term of the lease. The Company additionally evaluates leases at their inception to determine if they are to be accounted for as an operating lease or a finance lease. Operating lease assets represent a right to use an underlying asset for the lease term and operating lease liabilities represent an obligation to make lease payments arising from the lease. Operating lease obligations with a term greater than one year and their corresponding right-of-use assets are recognized on the balance sheet at the commencement date of the lease based on the present value of lease payments over the expected lease term. Certain adjustments to the right-of-use asset may be required for items such as initial direct costs paid or incentives received. As the Company’s operating leases do not typically provide an implicit rate, the Company utilizes the appropriate incremental borrowing rate, determined as the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term and in a similar economic environment. The lease cost is recognized on a straight-line basis over the lease term and variable lease payments are recognized as operating expenses in the period in which the obligation for those payments is incurred. Variable lease payments primarily include common area maintenance, utilities, real estate taxes, insurance and other operating costs that are passed on from the lessor in proportion to the space leased by the Company. The Company accounts for its finance leases by calculating an implied interest rate in the lease contract and recognizing a finance lease right of use asset and lease liability. The right of use asset is recognized in property and equipment, net, in the asset category in which the underlying asset relates. The lease liability is recognized in the condensed consolidated balance sheet as a finance lease obligation. Research and development expenses Research and development expenses include the cost of materials, personnel-related costs (comprised of salaries, benefits and share-based compensation), consulting fees and allocated facility costs associated with both the Company’s execution of technology development agreements and collaboration agreements, as well as ongoing development of the Company’s Integrated Drug Creation Platform and other technologies. Allocated facility costs include facility occupancy and information technology costs. The Company derives improvements to its platform from both types of activities. The Company has not historically tracked its research and development expenses on a partner-by-partner basis or on a program-by-program basis. Stock-based compensation Stock-based compensation includes compensation expense for incentive units, restricted stock, and stock option grants to employees and is measured on the grant date based on the fair value of the award and recognized on a straight-line basis over the requisite service period. The fair value of options to purchase common stock are measured using the Black-Scholes option-pricing model. The Company accounts for forfeitures as they occur. Prior to the LLC Conversion, the Company also granted phantom units which due to the presence of an exercise condition contingent upon a liquidity event, the Company determined that it was not probable that the phantom units would become exercisable. Net Loss Per Share Attributable to Common Stockholders and Unitholders The Company calculates basic and diluted net loss per share attributable to common stockholders and unitholders in conformity with the two-class method required for companies with participating securities. The Company considers its redeemable convertible preferred stock and units to be participating securities. In the event a dividend is declared or paid on common stock and units, holders of redeemable convertible preferred stock and units are entitled to a share of such dividend in proportion to the holders of common stock and units on an as-if converted basis. Under the two-class method, basic net loss per share attributable to common stockholder and unitholder is calculated by dividing the net loss attributable to common stockholder and unitholder by the weighted-average number of shares of common stock and units outstanding for the period. Net loss attributable to common stockholders and unitholders is determined by allocating undistributed earnings between common and preferred stockholders and unitholders. The diluted net loss per share attributable to common stockholders and unitholders is computed by giving effect to all potential dilutive common stock and unit equivalents outstanding for the period determined using the treasury stock method. The net loss attributable to common stockholders and unitholders was not allocated to the redeemable convertible preferred stock and units under the two-class method as the redeemable convertible preferred stock and units do not have a contractual obligation to share in the Company’s losses. For purposes of this calculation, redeemable convertible preferred stock and units, redeemable convertible preferred stock and unit warrants, incentive (formerly incentive units) and non-qualified stock options are considered common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders and unitholders as their effect is anti-dilutive. Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU No. 2020-06”). The new guidance eliminates two of the three models in ASC 470-20 that require separating embedded conversion features from convertible instruments. As a result, only conversion features accounted for under the substantial premium model in ASC 470-20 and those that require bifurcation in accordance with ASC 815-15 will be accounted for separately. For contracts in an entity’s own equity, the new guidance eliminates some of the requirements in ASC 815-40 for equity classification. The guidance also addresses how convertible instruments are accounted for in the diluted earnings per share calculation and requires enhanced disclosures about the terms of convertible instruments and contracts in an entity’s own equity. ASU 2020-06 is effective for the Company after December 15, 2023. Early adoption is permitted for fiscal periods beginning after December 15, 2020. The Company adopted this standard as of January 1, 2021, and the adoption of this standard did not impact its condensed consolidated financial statements. Recently issued accounting pronouncements, not yet adopted In December 2019, the FASB issued amended guidance on the accounting and reporting of income taxes. The guidance is intended to simplify the accounting for income taxes by removing exceptions related to certain intraperiod tax allocations and deferred tax liabilities; clarifying guidance primarily related to evaluating the step-up tax basis for goodwill in a business combination; and reflecting enacted changes in tax laws or rates in the annual effective tax rate. The amended guidance is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The application of the amendments in the new guidance are to be applied on a retrospective basis, on a modified retrospective basis through a cumulative-effect adjustment to retained earnings or |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions Acquisition of Denovium In January 2021, the Company completed its acquisition of the common stock of Denovium, Inc. (“Denovium”), an artificial intelligence deep learning company focused on protein discovery and design. The Company intends to integrate Denovium’s technology into its Integrated Drug Creation Platform. The acquisition has been accounted for as a business combination. Pursuant to the terms of the agreement, the Company acquired all outstanding equity of Denovium for estimated total consideration of $3.0 million, which consists of (in thousands): Cash consideration $ 2,670 Equity consideration 368 Total purchase consideration $ 3,038 Cash consideration includes a $2.5 million upfront payment and a payment for working capital adjustments. In addition to the $2.5 million paid upfront, $2.5 million was placed into escrow subject to the continued service and/or employment of Denovium’s co-founders over a one-year period. This amount is not included in the total consideration and is accounted for as compensation expense over the one-year service period. The Company issued 1,010,296 shares of its common stock to the Denovium co-founders, of which 80% or 808,238 shares is subject to a Stock Restriction Agreement and vests monthly over a four-year term subject to a service condition. The fair value of these shares of $1.5 million will be recognized as compensation cost over the four-year service period. The remaining 20%, or 202,058 shares, vested immediately and is included in the total consideration. The following table summarizes the allocation of the purchase consideration to the fair value of the assets acquired and liabilities assumed (in thousands): Cash and cash equivalents $ 158 Accounts receivable 59 Other current assets 1 Intangible assets 2,507 Goodwill 1,055 TOTAL ASSETS 3,780 Accounts payable and accrued expenses 109 Deferred tax liability 633 TOTAL LIABILITIES 742 Fair value of net assets acquired and liabilities assumed $ 3,038 Goodwill arising from the acquisition of $1.1 million was attributable to the assembled workforce and expected synergies between the Company’s Integrated Drug Creation Platform and the Denovium Engine. The goodwill is not deductible for tax purposes. As of June 30, 2021, the Company had not yet fully completed the analysis to assign fair values to all assets acquired and liabilities assumed, and therefore the purchase price allocation is preliminary. The remaining items include the finalization of working capital adjustments, income taxes, and the resulting impact to goodwill. The preliminary purchase price allocation will be subject to further refinement as the Company continues to refine its estimates and assumptions based on information available at the acquisition date. These refinements may result in material changes to the estimated fair value of assets acquired and liabilities assumed. The purchase price allocation adjustments can be made throughout the end of the Company’s measurement period, which is not to exceed one year from the acquisition date. The following table reflects the estimated fair values of the identified intangible assets of Denovium and their respective weighted-average estimated amortization periods. Estimated Fair Value (in thousands) Estimated Amortization Period (years) Denovium Engine $ 2,507 5 $ 2,507 Acquisition of Totient On June 4, 2021, the Company entered into a merger agreement with Totient, Inc. (“Totient”), under which, at the effective time, a wholly owned entity, or Merger Sub, merged with Totient, with Merger Sub surviving as a wholly owned subsidiary of the Company. Pursuant to the merger agreement, at closing, Totient shareholders became eligible to receive an aggregate payment of $55.0 million in cash, of which $40.0 million in cash was paid at closing, subject to customary purchase price adjustments and escrow restrictions, and $15.0 million in cash shall be paid upon the achievement of expected milestones, and 2,212,208 shares of the Company’s common stock. The $40.0 million cash consideration includes $8.0 million of deferred cash payment, due in one year, which is held in escrow and included in current Restricted cash and Accrued expenses on the condensed consolidated balance sheet as of June 30, 2021. All common stock issued is unrestricted, except for those shares granted to certain members of Totient’s management, of which 25% of the shares issued were vested upon the closing of the transaction and the remaining 75% will vest over two years, six months, in installments each six months subject to their continuing service relationships with the Company. The following table summarizes the preliminary purchase price (in thousands): Estimated cash payment to Totient stockholders $ 35,368 (i) Estimated stock payment to Totient stockholders 13,891 (ii) Estimated cash payment contingent on achieving specified milestone 12,000 (iii) Total $ 61,259 (i) Pursuant to the merger agreement, the initial purchase price includes $40.0 million of cash adjusted for the agreed upon working capital value which includes the payment of Totient’s transaction and other expenses as well as payments to Totient stock option holders for the cancellation and extinguishment of Totient stock options. (ii) Pursuant to the merger agreement, 2,212,208 common shares issued in payment to Totient stockholders with 1,282,747 vesting immediately and therefore included in the purchase price consideration. The remaining 929,461 shares will vest ratably, every six months over 5 equal installments of a 2.5 years service period and will be expensed over the service period. These shares are subject to a stock restriction agreement that requires certain key Totient executives to maintain a continued service relationship throughout the service period. (iii) Represents the estimated fair value of the contingent consideration that is payable upon the achievement of the milestone of Absci entering into one or more definitive commercialization agreements, or technology partnering or licensing agreements, or collaboration agreements, with third parties using, or related to, Totient’s technology, a target discovered or identified by using Totient’s technology, or a peptide, protein complex or amino acid sequence assembled using Totient’s technology, including any Totient product or enabled product, pursuant to which (a) Absci is entitled to receive at least $2.0 million in aggregate upfront cash or equity payments (provided, that the minimum upfront payment under any individual agreement shall be $1.0 million and (b) an option for a license or a license or similar right is granted to the third party; or (ii) First Commercial Sale of a Totient product or enabled product. These values are based on the most recent estimate of the fair value available and will be updated as we obtain more information. The $12.0 million of contingent consideration is included in Other long-term liabilities on the condensed consolidated balance sheet as of June 30, 2021. The following table summarizes the initial allocation of the preliminary estimated consideration to the identifiable assets and liabilities acquired by us as of June 4, 2021 (in thousands). Current assets: Cash and cash equivalents $ 1,751 Prepaid expenses and other current assets 141 Total current assets 1,892 Operating lease right-of-use assets 266 Property and equipment, net 118 Goodwill 21,838 (i) Intangible assets 54,600 (ii) Other assets 23 TOTAL ASSETS 78,737 Current liabilities: Accounts payable 78 Accrued expenses 6,420 Operating lease obligations, current 122 Total current liabilities 6,620 Operating lease obligations - net of current portion 144 Deferred tax, net 10,690 Other long-term liabilities 24 TOTAL LIABILITIES 17,478 Fair value of net assets acquired and liabilities assumed $ 61,259 (i) Goodwill represents the excess of the estimated purchase price over the estimated fair value of Totient’s identifiable assets acquired and liabilities assumed. Goodwill also reflects the requirement to record deferred tax balances for the difference between the assigned values and the tax bases of assets acquired and liabilities assumed in the business combination. Goodwill is not deductible for tax purposes. (ii) The estimated fair value of and useful lives of the intangible assets acquired is as follows: Estimated fair value (in thousands) (a) Estimated useful lives (in years) (b) Monoclonal antibody library $ 46,300 20 Developed software platform and the related methods patents 8,300 15 Total $ 54,600 (a) The estimated fair values were categorized within Level 3 of the fair value hierarchy and were determined using an income-based approach, which was based on the present value of the future estimated after-tax cash flows attributable to each intangible asset. The significant assumptions inherent in the development of the values, from the perspective of a market participant, include the amount and timing of projected future cash flows (including revenue, regulatory success and profitability), and the discount rate selected to measure the risks inherent in the future cash flows, which was between 18%-23%. These fair values are based on the most recent estimate of the fair value available and will be updated as we obtain more information. (b) The estimate of the useful life was based on an analysis of the expected use of the asset by us, any legal, regulatory or contractual provisions that may limit the useful life, the effects of obsolescence, competition and other relevant economic factors, and consideration of the expected cash flows used to measure the fair value of the intangible asset. The Company has not yet fully completed the analysis to assign fair values to all assets acquired and liabilities assumed, and therefore the purchase price allocation is preliminary. The remaining items include the finalization of working capital adjustments, income taxes, valuation of identifiable intangible assets and contingent consideration liability, and the resulting impact to goodwill. The preliminary purchase price allocation will be subject to further refinement as the Company continues to refine its estimates and assumptions based on information available at the acquisition date. These refinements may result in material changes to the estimated fair value of assets acquired and liabilities assumed. The purchase price allocation adjustments can be made throughout the end of the Company’s measurement period, which is not to exceed one year from the acquisition date. Acquisition costs of $0.9 million were included in the Unaudited Consolidated Statement of Operations and Other Comprehensive Loss as selling, general and administrative. The Company’s results of operations for the three and six months ended June 30, 2021 include the operating results of Totient since the date of acquisition, within the Unaudited Consolidated Statement of Operations. The unaudited financial information in the table below summarizes the combined results of operations of the Company and Totient on a pro forma basis, as though the companies had been combined as of January 1, 2020. These pro forma results were based on estimates and assumptions, which we believe are reasonable. The pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of our fiscal year 2020. The pro forma financial information includes adjustments to share-based compensation expense, amortization for acquired intangible assets, interest expense, and transaction costs, and related tax effects. The pro forma financial information for the three and six months ended June 30, 2021 and June 30, 2020 combines our results, which include the results of Totient subsequent to June 4, 2021, and the historical results for Totient for the periods prior to acquisition. The pro forma results for the six months ended June 30, 2020 also include material nonrecurring adjustments for $0.9 million of acquisition related costs incurred and $1.6 million of costs related to the acceleration of stock appreciation right (“SAR”) and Employee Stock Ownership Plan awards due to preexisting change in control provisions. The following table summarizes the pro forma financial information (in thousands): For the Three Months Ended June 30, For the Six Months Ended June 30, 2021 2020 2021 2020 Net loss applicable to common stockholders and unitholders $ (47,035) $ (19,465) $ (61,116) $ (38,410) |
Property and equipment, net
Property and equipment, net | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment, net | Property and equipment, net Property and equipment as of June 30, 2021 and December 31, 2020 consists of the following (in thousands): June 30, December 31, 2021 2020 Construction in progress $ 1,890 $ — Lab Equipment 18,418 8,578 Software 244 188 Furniture, Fixtures and Other 3,060 472 Leasehold Improvements 17,755 2,016 Total Cost 41,367 11,254 Less accumulated depreciation and amortization (3,565) (2,345) Property and equipment, net $ 37,802 $ 8,909 Depreciation expense was $0.9 million and $1.2 million for the three and six months ended June 30, 2021, respectively. Depreciation expense was $0.3 million and $0.4 million for the three and six months ended June 30, 2020, respectively. |
Long-term debt and other borrow
Long-term debt and other borrowings | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Long-term debt and other borrowings | Long-term debt and other borrowings In June 2018, the Company signed a Loan and Security Agreement (“LSA”) with Bridge Bank (“Bank”), a di vision of Western Alliance Bank. The purpose of the LSA was to provide long-term financing to the Company through term loans available for borrowing in three tranches up to a maximum of $3.0 million through December 2019 upon the attainment of certain milestones as delineated in the LSA. The first tranche of $0.3 million was borrowed in 2018. The Company was obligated to make interest-only payments until the amortization date of June 28, 2019 and after that date to make principal and interest payments. Interest on outstanding borrowings under the LSA is charged at a rate of 6% per annum. This loan was scheduled to originally matured in May 2022, at which time all outstanding principal and accrued and unpaid interest is due and payable. This loan is secured by substantially all tangible assets of the Company; intellectual property is excluded from the secured collateral but is subject to a negative pledge in favor of the Bank. In March 2019, the Company entered into a first amendment to the LSA that increased total borrowings to $3.0 million and added a financial liquidity covenant. The amendment was accounted for as a debt modification and no gain or loss was recognized in the Company’s financial statements. In May 2020, the Company entered into a second amendment to the LSA that increased total borrowings to $5.0 million. The amortization date was extended to May 1, 2021 except, if a certain revenue and new contract bo okings milestone is achieved, the amortization date is extended to November 1, 2021. The maturity date of the loan was extended to May 11, 2024. The amendment was accounted for as a debt modification and no gain or loss was recognized in the Company’s financial statements. In August 2020, the Company entered into a third amendment to the LSA that waived an event of default due to failure to meet a financial covenant. The amendment also expanded the definition of permitted indebtedness to include Payroll Protection Plan (“PPP”) loans, and modified financial and restrictive covenants. In February 2021, the Company entered into a fourth amendment to the LSA. This amendment gave effect to the Company’s conversion to a corporation and its purchase of Denovium, including permitting certain cash and equity consideration linked to continued employment and service requirements, and adding Denovium as co-borrower to the LSA. In June 2021, the Company entered into a fifth amendment to the LSA. This amendment modified the term loan’s maturity date to June 16, 2023. The Company may prepay all, but not less than all, of the term loans at any time upon 10 days written notice, with a prepayment premium beginning at 1.0% initially and declining to 0% after May 11, 2022. The Company is also required to pay a final payment equal to 3% of the principal amount funded, which is payable upon the earliest to occur of (i) the maturity date, (ii) acceleration and (iii) the prepayment of the loan. As part of the second amendment, the Company paid a one-time amendment fee and a pro-rated final payment in connection with the amendment. The final payment represents an additional principal payment and is accounted for as a debt discount that will be accreted through the maturity date of the loan based on the effective interest method. In connection with entering into the LSA in June 2018, the Company entered into an agreement whereby the Company is required to pay a fee of 3.5% of the aggregate amount of term loans funded by the Bank under the LSA within three business days of a sale or other disposition of substantially all of the Company’s assets, a merger or consolidation, a change in control or an initial public offering. Concurrent with the second amendment, the Company and the Bank entered into an amended agreement which extended the term of the fee to May 11, 2030. This fee became payable upon completion of the Company’s IPO on July 26, 2021. Under the LSA (as amended), the Company is subject to a financial covenant. The covenant, as amended, requires that the Company maintain at all times either (a) unrestricted cash and cash equivalents in an amount equal to or greater than the Company’s monthly cash burn or (b) trailing 6-month revenue of at least 80% of the Company’s revenue projections (over the same 6-month period) determined using the lender’s measurement method. As of June 30, 2021, the Company was in compliance with this financial covenant. As of June 30, 2021, the outstanding principal balance under the LSA was $4.9 million . The carrying amount of the long-term debt approximates fair value. In May 2020, the Company received a PPP loan pursuant to the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) in the amount of $0.6 million. The loan had a two-year term and bore a fixed interest rate of 1%. Under the terms of the CARES Act, the loan was eligible to be forgiven, in part or whole, if the proceeds were used to retain and pay employees and for other qualifying expenditures. In February 2021, the Company received notification from the Small Business Administration that they approved the forgiveness of the full $0.6 million PPP loan and a gain on extinguishment in this amount was recorded as Other income in the Condensed Consolidated Statement of Operations. In March 2021, the Company entered into a Note Purchase Agreement to issue and sell $125.0 million convertible promissory notes (the “2021 Notes”) to certain investors. The 2021 Notes bore interest at 6% per annum and had a maturity date in September 2023, or earlier upon certain events of default. The Company was not permitted to prepay the 2021 Notes without the consent of the holders of a majority in interest of the outstanding 2021 Notes (the “Majority Noteholders”). The terms of the 2021 Notes provided that they would automatically convert, upon the first of the following transactions to occur, into: (i) shares of the Company’s common stock upon a qualified initial public offering (“QIPO”) or a qualified merger with a Special Purpose Acquisition Company (“SPAC”); or (ii) shares of the Company’s preferred stock in the event of a qualified equity financing in which the Company raises gross proceeds of $30 million or more through sale of preferred stock. The 2021 Notes were also convertible into shares of the Company’s capital stock issued in a non-qualifying financing transaction upon the election of the Noteholders. The 2021 Notes were convertible at a conversion price equal to the lower of (i) a per share price equal to 82% of the per share price paid by the new investors in such qualified financing, QIPO or SPAC transaction or (ii) the price per share calculated on the basis of a pre-money valuation of the Company of $1.5 billion divided by the aggregate number of shares of common stock of the Company deemed outstanding on an as-converted, fully diluted basis including (a) all shares reserved under the Company’s stock option plan and (b) 50% of additional shares reserved in connection with any expansion of the option pool as a result of the transaction, as of immediately prior to such qualified financing, public offering, or conversion event (“Cap Price”). In the event of a non-qualified financing, the 2021 Notes were convertible at the Cap Price. In the event of a Deemed Liquidation Event, the outstanding balance would either (a) be repaid in cash in an amount equal to the sum of the outstanding balance plus 50% of the original principal amount of the Note or (b) be converted into that number of shares of a new series of preferred stock of the Company at the Cap Price. On or after the Maturity Date, at the option of the Noteholder, the outstanding balance would either (a) be repaid in cash in an amount equal to the outstanding balance or (b) be converted into that number of shares of a new preferred stock of the Company at the Cap Price. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Leases | Leases In December 2020, the Company entered into a lease agreement for a new 61,607 square foot facility in Vancouver, Washington. The lease term commenced in December 2020 and initially was set to end in April 2026, with the Company’s option to renew through April 2031. The lease agreement provides for annual base rent of approximately $1.2 million in the first year of the lease term which increases on an annual basis to approximately $1.5 million in the final year of the initial lease term. As part of the lease agreement, the lessor provided tenant incentives in the amount of $2.5 million. In March 2021, the Company entered into an amendment to its lease agreement with respect to its new facility currently under construction. The amendment makes certain changes to the original lease, including (i) the addition of 16,367 square feet of office and laboratory space at the same site (“Expansion Premises”) and (ii) an extension of the expiration date of the original lease by 24 months following the rent commencement date of April 1, 2021. The amendment provides for annual base rent for the Expansion Premises of approximately $0.3 million in the first year of the lease term, which increases on an annual basis to approximately $0.4 million in the final year of the lease term. The amendment also provides for additional tenant incentives in the amount of $0.7 million. Additionally, with the execution of this amendment, the Company obtained a one-time option to terminate the lease for the original premises and Expansion Premises after five years. All other terms of the lease amendment for the Expansion Premises are consistent with the existing new facility lease agreement. Under the amendment, the Company retains its original option to renew the lease for an additional five-year term, at then-current market rates. In conjunction with the new facility lease and lease amendment, the Company entered into an agreement with a construction company for purposes of building out the facility and customizations for a total estimated cost of approximately $21.0 million. The Company moved into its new facility in May 2021 and has completed its move out of its prior office and laboratory facility, for which the Company’s lease continues through August 2024. The Company is currently evaluating the prior facility lease and determining its best use. For each of the Company’s facility lease agreements, the Company is responsible for taxes, insurance and maintenance costs. The Company leases certain laboratory equipment under finance leases. Property and equipment includes approximately $7.2 million and $4.3 million of assets under finance leases as of June 30, 2021 and December 31, 2020, respectively. Accumulated depreciation related to assets under finance leases was approximately $1.3 million and $0.9 million as of June 30, 2021 and December 31, 2020, respectively. Future undiscounted lease payments for the Company’s lease liabilities as of June 30, 2021 are as follows (in thousands): Operating leases Finance leases 2021 (six months remaining) $ 1,123 $ 1,139 2022 2,294 2,293 2023 2,293 1,555 2024 2,135 600 2025 1,873 50 Thereafter 4,751 — Total future lease payments 14,469 5,637 Less: Imputed interest (3,268) (450) Less: Lease incentive (804) — Present value of lease liabilities $ 10,397 $ 5,187 Additional information related to the Company’s leases as of June 30, 2021 and December 31, 2020 is as follows: June 30, 2021 December 31, 2020 Weighted average remaining lease term (in years) Operating leases 6.5 4.9 Finance leases 2.6 3.0 Weighted average discount rate Operating leases 8 % 8 % Finance leases 7 % 7 % |
Leases | Leases In December 2020, the Company entered into a lease agreement for a new 61,607 square foot facility in Vancouver, Washington. The lease term commenced in December 2020 and initially was set to end in April 2026, with the Company’s option to renew through April 2031. The lease agreement provides for annual base rent of approximately $1.2 million in the first year of the lease term which increases on an annual basis to approximately $1.5 million in the final year of the initial lease term. As part of the lease agreement, the lessor provided tenant incentives in the amount of $2.5 million. In March 2021, the Company entered into an amendment to its lease agreement with respect to its new facility currently under construction. The amendment makes certain changes to the original lease, including (i) the addition of 16,367 square feet of office and laboratory space at the same site (“Expansion Premises”) and (ii) an extension of the expiration date of the original lease by 24 months following the rent commencement date of April 1, 2021. The amendment provides for annual base rent for the Expansion Premises of approximately $0.3 million in the first year of the lease term, which increases on an annual basis to approximately $0.4 million in the final year of the lease term. The amendment also provides for additional tenant incentives in the amount of $0.7 million. Additionally, with the execution of this amendment, the Company obtained a one-time option to terminate the lease for the original premises and Expansion Premises after five years. All other terms of the lease amendment for the Expansion Premises are consistent with the existing new facility lease agreement. Under the amendment, the Company retains its original option to renew the lease for an additional five-year term, at then-current market rates. In conjunction with the new facility lease and lease amendment, the Company entered into an agreement with a construction company for purposes of building out the facility and customizations for a total estimated cost of approximately $21.0 million. The Company moved into its new facility in May 2021 and has completed its move out of its prior office and laboratory facility, for which the Company’s lease continues through August 2024. The Company is currently evaluating the prior facility lease and determining its best use. For each of the Company’s facility lease agreements, the Company is responsible for taxes, insurance and maintenance costs. The Company leases certain laboratory equipment under finance leases. Property and equipment includes approximately $7.2 million and $4.3 million of assets under finance leases as of June 30, 2021 and December 31, 2020, respectively. Accumulated depreciation related to assets under finance leases was approximately $1.3 million and $0.9 million as of June 30, 2021 and December 31, 2020, respectively. Future undiscounted lease payments for the Company’s lease liabilities as of June 30, 2021 are as follows (in thousands): Operating leases Finance leases 2021 (six months remaining) $ 1,123 $ 1,139 2022 2,294 2,293 2023 2,293 1,555 2024 2,135 600 2025 1,873 50 Thereafter 4,751 — Total future lease payments 14,469 5,637 Less: Imputed interest (3,268) (450) Less: Lease incentive (804) — Present value of lease liabilities $ 10,397 $ 5,187 Additional information related to the Company’s leases as of June 30, 2021 and December 31, 2020 is as follows: June 30, 2021 December 31, 2020 Weighted average remaining lease term (in years) Operating leases 6.5 4.9 Finance leases 2.6 3.0 Weighted average discount rate Operating leases 8 % 8 % Finance leases 7 % 7 % |
Commitment and Contingencies
Commitment and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and contingencies As of June 30, 2021, future lease payments are secured by irrevocable standby letters of credit totaling $1.8 million. The irrevocable standby letters of credit are expected to be pledged for the full lease terms which extend through 2024 and 2028 for each of the Company’s facility leases. In the ordinary course of business, the Company is a party to claims and legal proceedings. The Company records a provision for contingent losses when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Based on currently available information, management does |
Redeemable convertible preferre
Redeemable convertible preferred stock | 6 Months Ended |
Jun. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable convertible preferred stock | Redeemable convertible preferred stock Redeemable Convertible Preferred Stock The following table summarizes the authorized, issued, and outstanding redeemable convertible preferred stock of the Company as of June 30, 2021 (in thousands, except share and per share data): June 30, 2021 Shares Authorized Shares Issued and Outstanding Issuance Price per Share Net Proceeds Liquidation Preference Convertible Preferred Stock: Junior 1,573,547 1,573,547 $ 1.00 $ 1,462 $ 1,991 Series A-1 2,793,007 2,700,000 1.00 2,700 3,456 Series A-2 1,500,000 1,500,000 1.00 1,500 1,887 Series B 1,372,549 1,372,549 1.53 2,065 2,589 Series C 1,760,252 1,760,252 6.95 11,979 14,467 Series D 1,532,176 1,532,176 9.79 14,966 16,298 Series E 3,568,405 3,568,405 19.62 69,653 177,822 Total convertible preferred stocks 14,099,936 14,006,929 $ 104,325 $ 218,510 The following table summarizes the authorized, issued, and outstanding redeemable convertible preferred stock of the Company as of December 31, 2020 (in thousands, except share and per share data): December 31, 2020 Shares Authorized Shares Issued and Outstanding Issuance Price per Share Net Proceeds Liquidation Preference Convertible Preferred Stock: Junior 1,573,547 1,573,547 $ 1.00 $ 1,462 $ 1,989 Series A-1 2,793,007 2,700,000 1.00 2,700 3,453 Series A-2 1,500,000 1,500,000 1.00 1,500 1,885 Series B 1,372,549 1,372,549 1.53 2,065 2,526 Series C 1,760,252 1,760,252 6.95 11,979 14,110 Series D 1,532,176 1,532,176 9.79 14,951 15,852 Series E 3,313,519 3,313,519 19.62 64,709 163,280 Total convertible preferred stock 13,845,050 13,752,043 $ 99,366 $ 203,095 The Company recorded its redeemable convertible preferred stock at the issuance price on the dates of issuance, net of issuance costs. Mandatory conversion of preferred stock to common stock is triggered by either (a) a closing of a public offering with net proceeds of at least $50 million at a price of at least $5.94 per share or (b) the vote or written consent of the holders of a preferred majority electing conversion of all preferred stock and junior preferred stock. The preferred stock is redeemable at the greater of (a) the unpaid liquidation preference or (b) fair value, both determined as of the date of redemption request, contingent upon certain deemed liquidation events outside the control of the Company, none of which are considered probable of occurring as of June 30, 2021. As such, the Company classifies the redeemable convertible preferred stock as temporary equity in the Condensed Consolidated Balance Sheets. In the event of any liquidation event, either voluntary or involuntary, holders of Series E Preferred Stock are entitled to receive out of proceeds or assets of the Company, prior and in preference to the distribution of proceeds to holders of Series D Preferred Stock, Series C Preferred Stock, Series B Preferred Stock, Series A Preferred Stock, Junior Preferred Stock, or Common Stock. Holders of Series D Preferred Stock, Series C Preferred Stock, Series B Preferred Stock and Series A Preferred Stock are entitled to receive proceeds prior and in preference to distribution of proceeds to Junior Preferred Stock. The amount of distributions preferred stockholders are entitled to is equal to the original issue price for each series of issuance, plus declared but unpaid dividends on each such share. The holders of Junior, Series A-1, Series A-2, Series B, Series C, and Series D preferred stock shall receive $1.00, $1.00, $1.00, $1.53, $6.95, and $9.79 per share, respectively, plus declared but unpaid dividends on such shares. Series E Preferred Stock has, at the option of the holder, an alternative liquidation preference equal to 1.5 times the original issuance price of $19.62 for any redemption within 12 months of the original issuance date of October 2020. After this 12-month period, the Series E liquidation preference is equal to $19.62 plus accrued but unpaid dividends on such shares. Upon completion of the distribution to the preferred stockholders, the remaining proceeds of the Company shall be distributed among the holders of common stock pro rata based on the number of shares held by each. Preferred stockholders have preemptive voting rights for significant capital transactions including liquidation, merger or sale of the Company, amendments to the operating agreement, issuance of additional equity interests, issuance of debt instruments, and pledging of Company assets. The preferred stock accrues cumulative dividends at a rate of 6% per annum. The Company has not declared or paid dividends to the holders of preferred stock. Each share of redeemable convertible preferred stock has a number of votes equal to the number of shares of common stock into which it is convertible. The holders of record of the Series A and Series B redeemable convertible preferred stock vote together on an as-converted basis exclusively and as a separate class and are entitled to elect two directors of the Company. The holders of record of the Series C redeemable convertible preferred stock vote exclusively and as a separate class and are entitled to elect one director of the Company. The holders of record of the Series E redeemable convertible preferred stock vote exclusively and as a separate class and are entitled to elect one director of the Company. Preferred stock warrants |
Stock-Based compensation
Stock-Based compensation | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based compensation | Stock-Based compensationPrior to the LLC Conversion, the Company granted incentive units and phantom units under its 2015 Equity-Based Incentive Plan (“2015 Plan”) to employees and non-employee service providers. In October 2020, in conjunction with the LLC Conversion, the Company adopted the 2020 Stock Option and Grant Plan (“2020 Plan”) under which it granted stock options, restricted shares, and SARs as replacements awards for outstanding awards under the 2015 Plan and as new awards to incentivize employee service. Total stock-based compensation expense related to all of the Company’s stock-based awards was recorded in the statements of operations as follows (in thousands): For the Three Months Ended June 30, For the Six Months Ended June 30, 2021 2020 2021 2020 Research and development 851 27 1,927 27 Selling, general and administrative 591 31 1,666 39 Total stock-based compensation expense $ 1,442 $ 58 $ 3,593 $ 66 Restricted Stock Upon the LLC Conversion, the outstanding 3,329,707 incentive units were exchanged for 2,671,907 restricted shares of common stock granted under the 2020 Plan based on a ratio determined by their threshold amount and the fair value of the restricted stock. The exchange was accounted for as a probable-to-probable modification (Type I modification), and the fair value of the restricted shares did not exceed the fair value of the incentive units on the date of exchange. Accordingly, the restricted shares are measured at the grant date fair value of the incentive units. Shares of restricted stock that do not vest are subject to our right of repurchase or forfeiture. Activity for the restricted shares is shown below: Number of shares Unvested as of December 31, 2020 1,111,642 Granted 2,441,129 Vested (335,324) Unvested as of June 30, 2021 3,217,447 As of June 30, 2021, there was $14.2 million of unrecognized compensation expense related to the restricted shares expected to be recognized over a remaining weighted-average period of 3.0 years. Phantom Units Phantom units generally vested at 25% after one-year with the remainder vesting quarterly over the following three-year period. Upon the occurrence of a liquidity event, 100% of phantom units would vest. A liquidity event for purposes of the phantom units meant either of the following events: (i) a person or persons acting as a group (other than a person or group that currently owns more than 50% of the voting power of the Company) acquires ownership of common units that, together with the common units held by such person or group, constitutes more than 50% of the voting power of all common units of the Company or (ii) a person or persons acting as a group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value of more than 60% of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions. Upon a liquidity event, the phantom unit holders were entitled to a payment equal to the fair value of common units less a strike price. The payment was to be made in the same form of consideration as received by other unit holders as a result of the liquidity event. Other than this payment upon a liquidity event, phantom units provided no economic value and they provided no voting rights. Due to the presence of an exercise condition that was contingent upon a liquidity event, the Company determined that it was not probable that the phantom units would become exercisable and no compensation expense has been recognized. Activity for the phantom units is shown below: Number of Units Weighted Average Strike Price Unvested as of December 31, 2020 1,202,435 $ 0.47 Granted — — Vested — — Exchange of Phantom Units for Cash Payment Rights, SARs, and/or Stock Options (1,202,435) $ 0.47 Unvested as of June 30, 2021 — $ — Following the LLC Conversion, the holders of phantom units were offered to exchange their awards for a combination of cash payment rights, SARs and/or stock options granted under the 2020 Plan. The exchange was accounted for as short-term inducement, with no accounting recognition prior to offer expiration in January 2021 as the exchange offer participants were able to modify their election through the expiration date. In January 2021, all participants accepted the offer. The exercisability of the SARs is contingent upon a liquidity event that is not probable of occurrence; accordingly, no compensation expense has been recognized for these awards. The stock options vest based on a service condition, generally over a 4-year term beginning with the vesting commencement date of the exchanged phantom units. The aggregate intrinsic value of the 400,675 SARs outstanding as of June 30, 2021 is $5.4 million based on the estimated fair value of common stock of $13.67. Stock Options Stock options generally vest 25% after one-year from the date of the grant with the remainder vesting monthly over the following three-year period. Certain options have alternative vesting schedules including ratably over 2-4 years and immediate vesting. The Company recognizes forfeitures as they occur, and uses the straight-line expense recognition method. Activity for stock options is shown below: Number of Options Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in Outstanding at December 31, 2020 1,706,339 $ 1.10 9.8 $ 780 Granted 6,490,790 2.43 — Exercised (62,613) 1.10 Canceled/ Forfeited (370,264) 1.10 — Outstanding at June 30, 2021 7,764,252 2.21 9.4 76,620 Exercisable at June 30, 2021 982,679 $ 1.10 9.4 $ 12,355 Vested and expected to vest as of June 30, 2021 7,764,252 9.4 $ 76,620 The aggregate intrinsic value was calculated based on the estimated fair value of common stock of $13.67 per share. The weighted-average grant date fair value of stock options granted during the three and six months ended June 30, 2021 was $7.08 and $3.87, respectively. As of June 30, 2021, total unrecognized stock-based compensation related to options was $23.3 million, which the Company expects to recognize over a remaining weighted average period of 3.7 years. Determination of Fair Value The estimated grant-date fair value of all the Company’s stock options was calculated using the Black-Scholes option pricing model, based on the following assumptions: For the Three Months Ended June 30, For the Six Months Ended June 30, 2021 2021 Expected term (in years) 6.0-6.1 3.5-6.1 Volatility 46% 45%-47% Risk-free interest rate 1.2%-1.3% 0.3%-1.3% Dividend Yield —% —% The fair value of each stock option was determined by the Company using the methods and assumptions discussed below. Each of these inputs is subjective and generally requires significant judgment and estimation by management. Expected Term—The expected term represents the period that stock-based awards are expected to be outstanding. The Company’s stock options do not have a contractual term. However, there is a constructive maturity of each stock option based on the expected exit or liquidity scenarios for the Company. The Company’s historical option exercise data is limited and did not provide a reasonable basis upon which to estimate an expected term. The expected term for options was derived by using the simplified method which uses the midpoint between the average vesting term and the contractual expiration period of the stock-based award. Expected Volatility—The expected volatility was derived from the historical stock volatilities of comparable peer public companies within the Company’s industry. These companies are considered to be comparable to the Company’s business over a period equivalent to the expected term of the stock-based awards. Risk-Free Interest Rate—The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the date of grant for zero-coupon U.S. Treasury notes with maturities approximately equal to the stock options’ expected term. Expected Dividend Rate—The expected dividend is zero as the Company has not paid nor does it anticipate paying any dividends on its common stock underlying its stock options in the foreseeable future. The Company estimated the fair value of its common stock underlying the stock-based awards when performing fair value calculations using the Black-Scholes option pricing model. Because the Company’s common stock was not currently publicly traded during the periods presented, the fair value of its common stock underlying the stock-based awards was determined on each grant date by management and approved by the Board, considering the most recently available third-party valuation of common shares. All options to purchase shares of the Company’s common stock are intended to be granted with an exercise price per share no less than the fair value per share of the common stock underlying those options on the date of grant, based on the information known to the Company on the date of grant. In connection with the preparation of the Company’s condensed consolidated financial statements for the six months ended June 30, 2021, the Company reassessed its estimate of fair value of common stock for financial reporting purposes. Following this reassessment, it was determined that for financial reporting purposes the fair value of its common stock was higher than the fair value determined by the Board at the time of grant throughout the six months ended June 30, 2021. The Company’s determination of the value of its common stock was performed using methodologies, approaches and assumptions consistent with the American Institute of Certified Public Accountants (“AICPA”), Audit and Accounting Practice Aid Series: Valuation of Privately Held Company Equity Securities Issued as Compensation (“AICPA Practice Aid”). In addition, the Board considered various objective and subjective factors to determine the fair value of the common stock, including: • valuations of the Company’s common stock performed by third-party valuation specialists; • the anticipated capital structure that will directly impact the value of the currently outstanding securities; • the Company’s results of operations and financial position; • the composition of, and changes to, the management team and board of directors; • the lack of liquidity of the Company’s common stock as a private company; • the Company’s stage of development and business strategy and the material risks related to its business and industry; • external market conditions affecting the life sciences and biotechnology industry sectors; • U.S. and global economic conditions; • the likelihood of achieving a liquidity event for the holders of the Company’s common stock, given prevailing market conditions; and • the market value and volatility of comparable companies. The AICPA Practice Aid prescribes several valuation approaches for setting the value of an enterprise, such as the cost, income and market approaches, and various methodologies for allocating the value of an enterprise to its common stock. The cost approach establishes the value of an enterprise based on the cost of reproducing or replacing the property less depreciation and functional or economic obsolescence, if present. The income approach establishes the value of an enterprise based on the present value of future cash flows that are reasonably reflective of our future operations, discounting to the present value with an appropriate risk adjusted discount rate or capitalization rate. The market approach is based on the assumption that the value of an asset is equal to the value of a substitute asset with the same characteristics. In accordance with the AICPA Practice Aid, the Company considered the various methods for allocating the enterprise value to determine the fair value of its common stock at the valuation date. Under the option pricing method (“OPM”), shares are valued by creating a series of call options with exercise prices based on the liquidation preferences and conversion terms of each equity class. The value of the common stock is inferred by analyzing these options. The probability weighted expected return method (“PWERM”) is a scenario-based analysis that estimates the value per share based on the probability-weighted present value of expected future investment returns, considering each of the possible outcomes available to us, as well as the economic and control rights of each share class. Starting in 2020, the Company used a hybrid method to determine the estimated fair value of its common stock, which included both the OPM and PWERM models. In June 2021, the Company increased the number of shares of common stock reserved for future issuance under the 2020 Plan to 11,980,029. As of June 30, 2021, 495,521 shares were available for issuance. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements US GAAP defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices in active markets. Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly. Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. When quoted market prices are available in active markets, the fair value of assets and liabilities is estimated within Level 1 of the valuation hierarchy. If quoted prices are not available, then fair values are estimated by using pricing models, quoted prices of assets and liabilities with similar characteristics, or discounted cash flows, within Level 2 of the valuation hierarchy. In cases where Level 1 or Level 2 inputs are not available, the fair values are estimated by using inputs within Level 3 of the hierarchy. As part of the Class A-1 funding in 2016, a warrant for the purchase of 93,007 Class A-1 Preferred Units at an exercise price of $1 per unit and exercisable at any time before April 2026 was granted to an investor. This warrant was exchanged for a warrant to purchase Series A-1 preferred stock at equivalent terms in October 2020 (Note 8). Because the underlying shares are redeemable for conditions outside of the Company’s control, the warrant is classified within other long-term liabilities on the consolidated balance sheets and recognized at fair value at each reporting period with the change in fair value recorded in other expense on the consolidated statement of operations and comprehensive loss. The balance is included in Other long-term liabilities on the condensed consolidated balance sheet. The value for the warrant is based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. During 2018, the Company entered into an agreement whereby the Company is required to pay a fee of 3.5% of the aggregate amount of term loans funded by Bank under the LSA within three and six business days of a sale or other disposition of substantially all of the Company’s assets, a merger or consolidation, a change in control or an initial public offering (Note 5). This agreement has been accounted for as a freestanding derivative under ASC 815, Derivatives and is remeasured to its fair value at the end of each reporting period. The value for the fee (“Fee in lieu of warrant”) is based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. Except for short-term investments, the 2021 Notes and the warrant, none of the Company’s assets or liabilities are recorded at fair value on a recurring basis. The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis as of June 30, 2021 (in thousands): June 30, 2021 Level 1 Level 2 Level 3 Total Liabilities: Fee in-lieu of warrant $ — $ — $ 196 $ 196 Convertible promissory notes — — 150,107 150,107 Preferred stock warrant liability — — 4,138 4,138 Contingent consideration $ — $ — $ 12,000 $ 12,000 Total liabilities $ — $ — $ 166,441 $ 166,441 The following table provides reconciliation for all liabilities measured at fair value using significant unobservable inputs (Level 3) for the six months ended June 30, 2021 (in thousands): Balance at December 31, 2020 $ 720 Change in fair value of fee in lieu of warrant during six months of 2021 174 Change in fair value of preferred stock warrant during six months of 2021 3,440 Fair value of 2021 Notes at issuance 125,000 Fair value of contingent consideration at issuance 12,000 Change in fair value of convertible notes during six months of 2021 25,107 Balance at June 30, 2021 $ 166,441 Based on the probability of a liquidity event, the Company primarily utilized the expected IPO price to estimate the fair value of the preferred stock warrant liability as of June 30, 2021. The fee-in-lieu of warrant liability is measured based on management’s estimate of the probability of a liquidity event, the estimated timing thereof, and a discount rate. The Company measured the fair value of the 2021 Notes at issuance using the transaction price. For the three months ended June 30, 2021, the Company increased the estimated fair value based on the increased probability of an IPO. As of June 30, 2021, the fair value of the 2021 Notes was $150.1 million. The contingent consideration liability is related to the Totient acquisition and is included in Other long-term liabilities on the condensed consolidated balance sheet as of June 30, 2021. Refer to Note 3: Acquisitions for further information. There are significant judgments, assumptions and estimates inherent in the determination of the fair value of each of the instruments described above. These include determination of a valuation method and selection of the possible outcomes available to the Company, including the determination of timing and expected future investment returns for such scenarios. The Company considered the equity value of an initial public offering using market transactions and have determined the expected value of a stay private scenario using the income approach, which is based on assumptions regarding the Company’s future operating performance. The related judgments, assumptions and estimates are highly interrelated and changes in any one assumption could necessitate changes in another. In particular, any changes in the probability of a particular outcome would require a related change to the probability of another outcome. In addition, the fair value of the 2021 Notes is derived using assumptions that are consistent with the assumptions used to value the Company’s common stock, the Fee in-lieu of Warrant and the warrant. In the future, depending on the valuation approaches used and the expected timing and weighting of each, the inputs described above, or other inputs, may have a greater or lesser impact on the Company’s estimates of fair value. |
Related party transactions
Related party transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related party transactions | Related party transactions The Company is party to a joint development agreement with AGC, Inc., the parent company of the employer of one of the Company’s directors. No revenue was recognized under the agreement for the three and six months ended June 30, 2021. Revenue recognized under the agreement f or the three and six months ended June 30, 2020 was $0.2 million. Th e Company has the opportunity to earn additional revenues under the agreement in future years if pre-determined milestones are achieved. There were no amounts due or payable as of June 30, 2021. The director referenced resigned from the Board in April 2021. |
Net loss per share attributable
Net loss per share attributable to common stockholders and unitholders | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net loss per share attributable to common stockholders and unitholders | Net loss per share attributable to common stockholders and unitholders The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common unitholders and stockholders (in thousands, except share and per share amounts): For the Three Months Ended June 30, For the Six Months Ended June 30, 2021 2020 2021 2020 Numerator: Net loss $ (41,198) $ (3,008) $ (52,160) $ (5,666) Adjustment of redeemable convertible preferred stock and units — (13,967) — (25,121) Cumulative undeclared preferred stock dividends (1,047) — (2,042) — Net loss available to common stockholder and unitholders $ (42,245) $ (16,975) $ (54,202) $ (30,787) Denominator: Weighted-average common shares and units outstanding 17,641,147 15,215,747 17,312,437 15,215,747 Net loss per share, basic and diluted $ (2.39) $ (1.12) $ (3.13) $ (2.02) Potentially dilutive securities not included in the calculation of diluted net loss per share because to do so would be anti-dilutive are as follows (in common stock equivalent shares): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Redeemable convertible preferred stock and units outstanding 46,266,256 33,628,145 46,033,714 33,411,953 Redeemable convertible preferred stock and unit warrants 307,211 307,211 307,211 307,211 Unvested incentive units — 1,193,754 — 697,899 Stock options 6,038,919 — 4,677,249 — Unvested restricted stock 2,554,598 — 2,138,146 — Refer to Note 14: Subsequent Events for descriptions of transactions occurring subsequent to June 30, 2021 that could impact the number of common shares outstanding had the transaction occurred prior to June 30, 2021. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesProvision for Income Taxes:The Company's effective income tax rate from continuing operations was 12.0% for the three months ended June 30, 2021 and 10.5% for the six months ended June 30, 2021. The effective income tax rates reflect the impact of non-deductible expenses, state and local taxes and tax credits. When applicable, the income tax provision also includes adjustments from discrete tax items, including the tax impacts of the business combinations for Denovium and Totient for the six months ended June 30, 2021 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent events Initial Public Offering On July 26, 2021, the Company closed its IPO under a registration statement effective July 21, 2021, in which it issued and sold 14,375,000 shares of its common stock, including the exercise of the underwriters’ overallotment option, at a purchase price of $16.00 per share. The Company received net proceeds of approximately $210.3 million from the IPO after deducting underwriting discounts and offering expenses. Conversion of Preferred Stock and Convertible Notes On July 26, 2021, the Company closed its IPO, at which time all outstanding preferred stock converted into an aggregate of 46,266,256 shares of common stock and all outstanding convertible notes converted into an aggregate of 9,732,593 shares of common stock. Amendments to Certificate of Incorporation or Bylaws In connection with the consummation of the IPO, the Company filed an amended and restated certificate of incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware. The Board and stockholders previously approved the Restated Certificate to be filed in connection with, and to be effective upon, the consummation of the IPO. The Restated Certificate amended and restated the Company’s existing amended and restated certificate of incorporation, as amended, in its entirety to, among other things: (i) authorize 500,000,000 shares of common stock; (ii) eliminate all references to the previously-existing series of preferred stock; (iii) authorize 10,000,000 shares of undesignated preferred stock that may be issued from time to time by the Board in one or more series; (iv) establish a classified board divided into three classes, with each class serving staggered three-year terms and (v) require the approval of holders of at least 75% of the voting power of the Company’s outstanding shares of voting stock to amend or repeal certain provisions of the Restated Certificate. Stock options Subsequent to June 30, 2021, the Company grante d 254,233 st ock options, with a weighted average exercise price of $14.63. Exercise of Warrants In August 2021, the Company’s sole holder of the Company’s common stock warrants exercised its warrant to purchase 307,211 shares of common stock for an aggregate exercise price of approximately $0.1 million. The warrant was initially issued in September 2016 as a warrant to purchase 93,007 Class A preferred units in the LLC at an exercise price of $1.00 per unit, and was recapitalized into a warrant to purchase 93,007 shares of Series A-4 preferred stock in the Company in the LLC Conversion. Subsequently, the warrant was converted into a warrant to purchase 307,211 shares of the Company’s common stock upon the closing of the IPO, after giving effect to the 3.3031-to-1 stock split. |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The condensed consolidated financial statements are prepared in accordance with US GAAP as defined by the Financial Accounting Standards Board (“FASB”). The condensed consolidated financial statements include the Company’s wholly-owned subsidiaries and entities under its control. The Company has eliminated all intercompany transactions and accounts. |
Business combinations | Business combinations The Company utilizes the acquisition method of accounting for business combinations and allocates the purchase price of an acquisition to the various tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The Company primarily establishes fair value using the replacement cost approach or the income approach based upon a discounted cash flow model. The replacement cost approach measures the value of an asset by the cost to reconstruct or replace it with another of like utility. The income approach requires the use of many assumptions and estimates including future revenues and expenses, as well as discount factors and income tax rates. Other estimates include: • The use of carrying value as a proxy for fair values of fixed assets and liabilities assumed from the target; and • Fair values of intangible assets and contingent consideration. While the Company uses best estimates and assumptions as part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the business acquisition date, these estimates and assumptions are inherently uncertain and subject to refinement. As a result, during the purchase price measurement period, which is no more than one year from the business acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Business combinations also require the Company to estimate the useful life of certain intangible assets acquired and this estimate requires significant judgment. |
Use of estimates | Use of estimates The preparation of financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates include, but are not limited to, revenue recognition including estimated timing of the satisfaction of performance obligations, purchase price allocations in conjunction with business combinations, and the fair value of stock-based compensation awards. The Company bases its estimates on historical experiences, and other relevant factors that it believes to be reasonable under the circumstances. Actual results could differ from those estimates. |
Segment information | Segment information The Company operates as a single operating segment. The Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations on a consolidated basis for the purposes of allocating resources, making operating decisions and evaluating performance. |
Cash, cash equivalents | The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. |
Restricted cash | Restricted cash represents amounts pledged as collateral for future property lease payments via standby letters of credit (see Note 6) and amounts held in escrow related to the acquisitions (see Note 3). |
Accounts receivable | Accounts receivableAccounts receivable consists of amounts due from partners for services performed. The Company reviews accounts receivable for credit impairment and regularly analyzes the status of significant past due receivables to determine if any will potentially be uncollectible to estimate the amount of allowance necessary to reduce accounts receivable to its estimated net realizable value. |
Fair value of financial instruments | Fair value of financial instruments Certain assets and liabilities are carried at fair value under US GAAP and consist principally of a fee in-lieu of warrant issuance, a warrant to purchase convertible preferred stock and convertible promissory notes. The carrying amounts of cash equivalents, accounts payable, and accrued liabilities approximate their related fair values due to the short-term nature of these instruments. None of the Company’s non-financial assets or liabilities are recorded at fair value on a recurring basis. As permitted under Accounting Standards Codification (“ASC”) 825, Financial Instruments, (“ASC 825”), the Company has elected the fair value option to account for its convertible promissory notes issued during the six months ended June 30, 2021. In accordance with ASC 825, the Company records these convertible promissory notes at fair value on its balance sheet. Changes in fair value of the warrant to purchase convertible preferred stock and the convertible promissory notes are recorded in the statements of operations and comprehensive loss. As a result of applying the fair value option, direct costs and fees related to the convertible promissory notes were recognized as incurred and not deferred. There are significant judgments and estimates inherent in the determination of the fair value of these liabilities. If the Company had made different assumptions including, among others, those related to the timing and probability of various corporate scenarios, discount rates, volatilities and exit valuations, the carrying values of the fee in lieu of warrant, warrant liability, and net loss and net loss per common share could have been significantly different. |
Concentration risk | Concentration riskFinancial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, restricted cash, and receivables under development arrangements. The Company maintains its cash and cash equivalents and restricted cash in bank accounts, which at times may exceed federally insured limits. |
Property and equipment, net | Property and equipment, net Property and equipment are stated at cost less accumulated depreciation and amortization. Additions and improvements to property and equipment are capitalized. The costs of maintenance and repairs are expensed as incurred. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the underlying assets, which vary from 3 to 7 years. Leasehold improvements are amortized over the shorter of the term of the lease or the estimated useful lives of the assets. When assets are sold or otherwise disposed of, the cost and related accumulated depreciation or amortization are removed from their respective accounts, and the resulting gain or loss is reported as income or expense in the statements of operations and comprehensive loss. |
Deferred Offering Costs | Deferred Offering Costs The Company has deferred offering costs consisting of legal and accounting fees directly attributable to its IPO. The deferred offering costs were offset against the proceeds received following the completion of the Company’s IPO. As of June 30, 2021, $2.6 million of deferred offering costs were recorded within other long-term assets on the balance sheet. |
Impairment of long-lived assets | Impairment of long-lived assetsManagement reviews long-lived assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability is measured by comparison of the carrying amount to the future undiscounted net cash flows expected to result from the use of the asset and its eventual disposition. If these estimated cash flows were less than the carrying amount of the asset, an impairment loss would be recognized in order to write down the asset to its estimated fair value. |
Redeemable convertible preferred unit and stock warrant liability | Redeemable convertible preferred unit and stock warrant liabilityOutstanding warrants that are related to the Company’s redeemable convertible preferred units and redeemable convertible preferred stock are classified as liabilities on the balance sheets. As the warrants are exercisable for redeemable convertible preferred units and redeemable convertible preferred stock, the Company has recognized a liability for the fair value of its warrants on the balance sheets upon issuance and subsequently remeasures the liability to fair value at the end of each reporting period until the earlier of the expiration or exercise of the warrants. |
Revenue recognition | Revenue recognition The Company recognizes revenue when control of its products and services are transferred to its customers in an amount that reflects the consideration expected to be received in exchange for those products and services. This process involves identifying the contract with a customer, determining the performance obligations in the contract, determining the contract price, allocating the contract price to the distinct performance obligations in the contract, and recognizing revenue when or as the performance obligations are satisfied. A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and is separately identified in the contract. The Company considers a performance obligation satisfied once control of a good or service has been transferred to the customer, meaning the customer has the ability to use and obtain the benefit of the good or service. Technology development revenue includes revenue associated to the development and technology readiness phases of technology development agreements. The Company refers to its customers as “partners” when describing their relationship in an agreement. Technology development revenue The Company’s Technology Development Agreements (“TDAs”) generally include multiple phases of Cell Line Development (“CLD”) such as library design, assay development, strain screening, fermentation optimization, purification, and analytics that all represent a single performance obligation. These agreements may include options for additional goods and services such as readying the technology to transfer to the partner and licensing terms. The transaction prices for these arrangements include fixed and variable consideration for the single performance obligation as well as variable consideration for success-based achievements. Any variable consideration is constrained to the extent that it is probable that a significant reversal of cumulative revenue will not occur. Depending on the specific terms of the arrangement, the Company either recognizes revenue over time or at a point in time. While there is no alternative use to the Company for the asset created, the agreement’s terms vary as to whether an enforceable right to payment exists for performance completed as of that date. Primarily all of the Company’s contracts with its partners include an enforceable right to payment. |
Income taxes | Income taxes Prior to the LLC Conversion, all income tax effects of the Company's operations were passed through to its members individually. Accordingly, the accompanying financial statements do not include any income tax effects for the Company prior to the LLC Conversion date, and the Company had no unrecognized income tax benefits, nor any interest or penalties associated with unrecognized income tax benefits, accrued or expensed as of and for the year ended December 31, 2019 and the period from January 1, 2020 through October 5, 2020. Following the LLC Conversion, the Company accounts for income taxes using the asset and liability method whereby deferred tax asset and liability accounts are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that are currently in effect. Valuation allowances are established where necessary to reduce deferred tax assets to the amounts expected to be realized. The Company files income tax returns in the federal and various state tax jurisdictions. |
Leases | Leases At the inception of a contractual arrangement, the Company determines whether the contract contains a lease by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset in exchange for consideration over a period of time. If both criteria are met, the Company records the associated lease liability and corresponding right-of-use asset upon commencement of the lease using the implicit rate or a discount rate based on a credit adjusted secured borrowing rate commensurate with the term of the lease. The Company additionally evaluates leases at their inception to determine if they are to be accounted for as an operating lease or a finance lease. Operating lease assets represent a right to use an underlying asset for the lease term and operating lease liabilities represent an obligation to make lease payments arising from the lease. Operating lease obligations with a term greater than one year and their corresponding right-of-use assets are recognized on the balance sheet at the commencement date of the lease based on the present value of lease payments over the expected lease term. Certain adjustments to the right-of-use asset may be required for items such as initial direct costs paid or incentives received. As the Company’s operating leases do not typically provide an implicit rate, the Company utilizes the appropriate incremental borrowing rate, determined as the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term and in a similar economic environment. The lease cost is recognized on a straight-line basis over the lease term and variable lease payments are recognized as operating expenses in the period in which the obligation for those payments is incurred. Variable lease payments primarily include common area maintenance, utilities, real estate taxes, insurance and other operating costs that are passed on from the lessor in proportion to the space leased by the Company. |
Research and development expenses | Research and development expenses Research and development expenses include the cost of materials, personnel-related costs (comprised of salaries, benefits and share-based compensation), consulting fees and allocated facility costs associated with both the Company’s execution of technology development agreements and collaboration agreements, as well as ongoing development of the Company’s Integrated Drug Creation Platform and other technologies. Allocated facility costs include facility occupancy and information technology costs. The Company derives improvements to its platform from both types of activities. The Company has not historically tracked its research and development expenses on a partner-by-partner basis or on a program-by-program basis. |
Stock-based compensation | Stock-based compensationStock-based compensation includes compensation expense for incentive units, restricted stock, and stock option grants to employees and is measured on the grant date based on the fair value of the award and recognized on a straight-line basis over the requisite service period. The fair value of options to purchase common stock are measured using the Black-Scholes option-pricing model. The Company accounts for forfeitures as they occur. Prior to the LLC Conversion, the Company also granted phantom units which due to the presence of an exercise condition contingent upon a liquidity event, the Company determined that it was not probable that the phantom units would become exercisable. |
Net Loss Per Share Attributable to Common Stockholders and Unitholders | Net Loss Per Share Attributable to Common Stockholders and Unitholders The Company calculates basic and diluted net loss per share attributable to common stockholders and unitholders in conformity with the two-class method required for companies with participating securities. The Company considers its redeemable convertible preferred stock and units to be participating securities. In the event a dividend is declared or paid on common stock and units, holders of redeemable convertible preferred stock and units are entitled to a share of such dividend in proportion to the holders of common stock and units on an as-if converted basis. Under the two-class method, basic net loss per share attributable to common stockholder and unitholder is calculated by dividing the net loss attributable to common stockholder and unitholder by the weighted-average number of shares of common stock and units outstanding for the period. Net loss attributable to common stockholders and unitholders is determined by allocating undistributed earnings between common and preferred stockholders and unitholders. The diluted net loss per share attributable to common stockholders and unitholders is computed by giving effect to all potential dilutive common stock and unit equivalents outstanding for the period determined using the treasury stock method. The net loss attributable to common stockholders and unitholders was not allocated to the redeemable convertible preferred stock and units under the two-class method as the redeemable convertible preferred stock and units do not have a contractual obligation to share in the Company’s losses. For purposes of this calculation, redeemable convertible preferred stock and units, redeemable convertible preferred stock and unit warrants, incentive (formerly incentive units) and non-qualified stock options are considered common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders and unitholders as their effect is anti-dilutive. |
Recently Adopted Accounting Pronouncements and Recently issued accounting pronouncements, not yet adopted | Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU No. 2020-06”). The new guidance eliminates two of the three models in ASC 470-20 that require separating embedded conversion features from convertible instruments. As a result, only conversion features accounted for under the substantial premium model in ASC 470-20 and those that require bifurcation in accordance with ASC 815-15 will be accounted for separately. For contracts in an entity’s own equity, the new guidance eliminates some of the requirements in ASC 815-40 for equity classification. The guidance also addresses how convertible instruments are accounted for in the diluted earnings per share calculation and requires enhanced disclosures about the terms of convertible instruments and contracts in an entity’s own equity. ASU 2020-06 is effective for the Company after December 15, 2023. Early adoption is permitted for fiscal periods beginning after December 15, 2020. The Company adopted this standard as of January 1, 2021, and the adoption of this standard did not impact its condensed consolidated financial statements. Recently issued accounting pronouncements, not yet adopted In December 2019, the FASB issued amended guidance on the accounting and reporting of income taxes. The guidance is intended to simplify the accounting for income taxes by removing exceptions related to certain intraperiod tax allocations and deferred tax liabilities; clarifying guidance primarily related to evaluating the step-up tax basis for goodwill in a business combination; and reflecting enacted changes in tax laws or rates in the annual effective tax rate. The amended guidance is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The application of the amendments in the new guidance are to be applied on a retrospective basis, on a modified retrospective basis through a cumulative-effect adjustment to retained earnings or |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Consideration Transferred | Pursuant to the terms of the agreement, the Company acquired all outstanding equity of Denovium for estimated total consideration of $3.0 million, which consists of (in thousands): Cash consideration $ 2,670 Equity consideration 368 Total purchase consideration $ 3,038 The following table summarizes the preliminary purchase price (in thousands): Estimated cash payment to Totient stockholders $ 35,368 (i) Estimated stock payment to Totient stockholders 13,891 (ii) Estimated cash payment contingent on achieving specified milestone 12,000 (iii) Total $ 61,259 (i) Pursuant to the merger agreement, the initial purchase price includes $40.0 million of cash adjusted for the agreed upon working capital value which includes the payment of Totient’s transaction and other expenses as well as payments to Totient stock option holders for the cancellation and extinguishment of Totient stock options. (ii) Pursuant to the merger agreement, 2,212,208 common shares issued in payment to Totient stockholders with 1,282,747 vesting immediately and therefore included in the purchase price consideration. The remaining 929,461 shares will vest ratably, every six months over 5 equal installments of a 2.5 years service period and will be expensed over the service period. These shares are subject to a stock restriction agreement that requires certain key Totient executives to maintain a continued service relationship throughout the service period. (iii) Represents the estimated fair value of the contingent consideration that is payable upon the achievement of the milestone of Absci entering into one or more definitive commercialization agreements, or technology partnering or licensing agreements, or collaboration agreements, with third parties using, or related to, Totient’s technology, a target discovered or identified by using Totient’s technology, or a peptide, protein complex or amino acid sequence assembled using Totient’s technology, including any Totient product or enabled product, pursuant to which (a) Absci is entitled to receive at least $2.0 million in aggregate upfront cash or equity payments (provided, that the minimum upfront payment under any individual agreement shall be $1.0 million and (b) an option for a license or a license or similar right is granted to the third party; or (ii) First Commercial Sale of a Totient product or enabled product. These values are based on the most recent estimate of the fair value available and will be updated as we obtain more information. The $12.0 million of contingent consideration is included in Other long-term liabilities on the condensed consolidated balance sheet as of June 30, 2021. |
Schedule of Assets and Liabilities Acquired | The following table summarizes the allocation of the purchase consideration to the fair value of the assets acquired and liabilities assumed (in thousands): Cash and cash equivalents $ 158 Accounts receivable 59 Other current assets 1 Intangible assets 2,507 Goodwill 1,055 TOTAL ASSETS 3,780 Accounts payable and accrued expenses 109 Deferred tax liability 633 TOTAL LIABILITIES 742 Fair value of net assets acquired and liabilities assumed $ 3,038 The following table summarizes the initial allocation of the preliminary estimated consideration to the identifiable assets and liabilities acquired by us as of June 4, 2021 (in thousands). Current assets: Cash and cash equivalents $ 1,751 Prepaid expenses and other current assets 141 Total current assets 1,892 Operating lease right-of-use assets 266 Property and equipment, net 118 Goodwill 21,838 (i) Intangible assets 54,600 (ii) Other assets 23 TOTAL ASSETS 78,737 Current liabilities: Accounts payable 78 Accrued expenses 6,420 Operating lease obligations, current 122 Total current liabilities 6,620 Operating lease obligations - net of current portion 144 Deferred tax, net 10,690 Other long-term liabilities 24 TOTAL LIABILITIES 17,478 Fair value of net assets acquired and liabilities assumed $ 61,259 (i) Goodwill represents the excess of the estimated purchase price over the estimated fair value of Totient’s identifiable assets acquired and liabilities assumed. Goodwill also reflects the requirement to record deferred tax balances for the difference between the assigned values and the tax bases of assets acquired and liabilities assumed in the business combination. Goodwill is not deductible for tax purposes. (ii) The estimated fair value of and useful lives of the intangible assets acquired is as follows: |
Schedule Estimated Fair Values of the Identified Intangible Assets | The following table reflects the estimated fair values of the identified intangible assets of Denovium and their respective weighted-average estimated amortization periods. Estimated Fair Value (in thousands) Estimated Amortization Period (years) Denovium Engine $ 2,507 5 $ 2,507 Estimated fair value (in thousands) (a) Estimated useful lives (in years) (b) Monoclonal antibody library $ 46,300 20 Developed software platform and the related methods patents 8,300 15 Total $ 54,600 (a) The estimated fair values were categorized within Level 3 of the fair value hierarchy and were determined using an income-based approach, which was based on the present value of the future estimated after-tax cash flows attributable to each intangible asset. The significant assumptions inherent in the development of the values, from the perspective of a market participant, include the amount and timing of projected future cash flows (including revenue, regulatory success and profitability), and the discount rate selected to measure the risks inherent in the future cash flows, which was between 18%-23%. These fair values are based on the most recent estimate of the fair value available and will be updated as we obtain more information. (b) The estimate of the useful life was based on an analysis of the expected use of the asset by us, any legal, regulatory or contractual provisions that may limit the useful life, the effects of obsolescence, competition and other relevant economic factors, and consideration of the expected cash flows used to measure the fair value of the intangible asset. |
Summary of Pro-forma Financial Information | The following table summarizes the pro forma financial information (in thousands): For the Three Months Ended June 30, For the Six Months Ended June 30, 2021 2020 2021 2020 Net loss applicable to common stockholders and unitholders $ (47,035) $ (19,465) $ (61,116) $ (38,410) |
Property and equipment, net (Ta
Property and equipment, net (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Components of Property and Equipment | Property and equipment as of June 30, 2021 and December 31, 2020 consists of the following (in thousands): June 30, December 31, 2021 2020 Construction in progress $ 1,890 $ — Lab Equipment 18,418 8,578 Software 244 188 Furniture, Fixtures and Other 3,060 472 Leasehold Improvements 17,755 2,016 Total Cost 41,367 11,254 Less accumulated depreciation and amortization (3,565) (2,345) Property and equipment, net $ 37,802 $ 8,909 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Future Undiscounted Lease Payment - Operating Lease | Future undiscounted lease payments for the Company’s lease liabilities as of June 30, 2021 are as follows (in thousands): Operating leases Finance leases 2021 (six months remaining) $ 1,123 $ 1,139 2022 2,294 2,293 2023 2,293 1,555 2024 2,135 600 2025 1,873 50 Thereafter 4,751 — Total future lease payments 14,469 5,637 Less: Imputed interest (3,268) (450) Less: Lease incentive (804) — Present value of lease liabilities $ 10,397 $ 5,187 |
Future Undiscounted Lease Payment - Finance Lease | Future undiscounted lease payments for the Company’s lease liabilities as of June 30, 2021 are as follows (in thousands): Operating leases Finance leases 2021 (six months remaining) $ 1,123 $ 1,139 2022 2,294 2,293 2023 2,293 1,555 2024 2,135 600 2025 1,873 50 Thereafter 4,751 — Total future lease payments 14,469 5,637 Less: Imputed interest (3,268) (450) Less: Lease incentive (804) — Present value of lease liabilities $ 10,397 $ 5,187 |
Schedule of Weighted-Average Remaining Lease Term and Discount Rate | Additional information related to the Company’s leases as of June 30, 2021 and December 31, 2020 is as follows: June 30, 2021 December 31, 2020 Weighted average remaining lease term (in years) Operating leases 6.5 4.9 Finance leases 2.6 3.0 Weighted average discount rate Operating leases 8 % 8 % Finance leases 7 % 7 % |
Redeemable convertible prefer_2
Redeemable convertible preferred stock (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Schedule of Stock by Class | The following table summarizes the authorized, issued, and outstanding redeemable convertible preferred stock of the Company as of June 30, 2021 (in thousands, except share and per share data): June 30, 2021 Shares Authorized Shares Issued and Outstanding Issuance Price per Share Net Proceeds Liquidation Preference Convertible Preferred Stock: Junior 1,573,547 1,573,547 $ 1.00 $ 1,462 $ 1,991 Series A-1 2,793,007 2,700,000 1.00 2,700 3,456 Series A-2 1,500,000 1,500,000 1.00 1,500 1,887 Series B 1,372,549 1,372,549 1.53 2,065 2,589 Series C 1,760,252 1,760,252 6.95 11,979 14,467 Series D 1,532,176 1,532,176 9.79 14,966 16,298 Series E 3,568,405 3,568,405 19.62 69,653 177,822 Total convertible preferred stocks 14,099,936 14,006,929 $ 104,325 $ 218,510 The following table summarizes the authorized, issued, and outstanding redeemable convertible preferred stock of the Company as of December 31, 2020 (in thousands, except share and per share data): December 31, 2020 Shares Authorized Shares Issued and Outstanding Issuance Price per Share Net Proceeds Liquidation Preference Convertible Preferred Stock: Junior 1,573,547 1,573,547 $ 1.00 $ 1,462 $ 1,989 Series A-1 2,793,007 2,700,000 1.00 2,700 3,453 Series A-2 1,500,000 1,500,000 1.00 1,500 1,885 Series B 1,372,549 1,372,549 1.53 2,065 2,526 Series C 1,760,252 1,760,252 6.95 11,979 14,110 Series D 1,532,176 1,532,176 9.79 14,951 15,852 Series E 3,313,519 3,313,519 19.62 64,709 163,280 Total convertible preferred stock 13,845,050 13,752,043 $ 99,366 $ 203,095 |
Stock-Based compensation (Table
Stock-Based compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Allocation of Share based Compensation | Total stock-based compensation expense related to all of the Company’s stock-based awards was recorded in the statements of operations as follows (in thousands): For the Three Months Ended June 30, For the Six Months Ended June 30, 2021 2020 2021 2020 Research and development 851 27 1,927 27 Selling, general and administrative 591 31 1,666 39 Total stock-based compensation expense $ 1,442 $ 58 $ 3,593 $ 66 |
Schedule of Nonvested Share Activity | Activity for the restricted shares is shown below: Number of shares Unvested as of December 31, 2020 1,111,642 Granted 2,441,129 Vested (335,324) Unvested as of June 30, 2021 3,217,447 Activity for the phantom units is shown below: Number of Units Weighted Average Strike Price Unvested as of December 31, 2020 1,202,435 $ 0.47 Granted — — Vested — — Exchange of Phantom Units for Cash Payment Rights, SARs, and/or Stock Options (1,202,435) $ 0.47 Unvested as of June 30, 2021 — $ — |
Schedule of Stock Option Activity | Activity for stock options is shown below: Number of Options Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in Outstanding at December 31, 2020 1,706,339 $ 1.10 9.8 $ 780 Granted 6,490,790 2.43 — Exercised (62,613) 1.10 Canceled/ Forfeited (370,264) 1.10 — Outstanding at June 30, 2021 7,764,252 2.21 9.4 76,620 Exercisable at June 30, 2021 982,679 $ 1.10 9.4 $ 12,355 Vested and expected to vest as of June 30, 2021 7,764,252 9.4 $ 76,620 |
Schedule of Determination of Fair Value | The estimated grant-date fair value of all the Company’s stock options was calculated using the Black-Scholes option pricing model, based on the following assumptions: For the Three Months Ended June 30, For the Six Months Ended June 30, 2021 2021 Expected term (in years) 6.0-6.1 3.5-6.1 Volatility 46% 45%-47% Risk-free interest rate 1.2%-1.3% 0.3%-1.3% Dividend Yield —% —% |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Liabilities Measured on Recurring Basis | The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis as of June 30, 2021 (in thousands): June 30, 2021 Level 1 Level 2 Level 3 Total Liabilities: Fee in-lieu of warrant $ — $ — $ 196 $ 196 Convertible promissory notes — — 150,107 150,107 Preferred stock warrant liability — — 4,138 4,138 Contingent consideration $ — $ — $ 12,000 $ 12,000 Total liabilities $ — $ — $ 166,441 $ 166,441 |
Fair Value Using Significant Unobservable Inputs (Level 3) | The following table provides reconciliation for all liabilities measured at fair value using significant unobservable inputs (Level 3) for the six months ended June 30, 2021 (in thousands): Balance at December 31, 2020 $ 720 Change in fair value of fee in lieu of warrant during six months of 2021 174 Change in fair value of preferred stock warrant during six months of 2021 3,440 Fair value of 2021 Notes at issuance 125,000 Fair value of contingent consideration at issuance 12,000 Change in fair value of convertible notes during six months of 2021 25,107 Balance at June 30, 2021 $ 166,441 |
Net loss per share attributab_2
Net loss per share attributable to common stockholders and unitholders (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Company’s Basic and Diluted Net Loss Per Share Attributable to Common Unitholders and Stockholders | The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common unitholders and stockholders (in thousands, except share and per share amounts): For the Three Months Ended June 30, For the Six Months Ended June 30, 2021 2020 2021 2020 Numerator: Net loss $ (41,198) $ (3,008) $ (52,160) $ (5,666) Adjustment of redeemable convertible preferred stock and units — (13,967) — (25,121) Cumulative undeclared preferred stock dividends (1,047) — (2,042) — Net loss available to common stockholder and unitholders $ (42,245) $ (16,975) $ (54,202) $ (30,787) Denominator: Weighted-average common shares and units outstanding 17,641,147 15,215,747 17,312,437 15,215,747 Net loss per share, basic and diluted $ (2.39) $ (1.12) $ (3.13) $ (2.02) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Potentially dilutive securities not included in the calculation of diluted net loss per share because to do so would be anti-dilutive are as follows (in common stock equivalent shares): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Redeemable convertible preferred stock and units outstanding 46,266,256 33,628,145 46,033,714 33,411,953 Redeemable convertible preferred stock and unit warrants 307,211 307,211 307,211 307,211 Unvested incentive units — 1,193,754 — 697,899 Stock options 6,038,919 — 4,677,249 — Unvested restricted stock 2,554,598 — 2,138,146 — |
Organization and nature of op_2
Organization and nature of operations (Details) $ / shares in Units, $ in Millions | Jul. 26, 2021USD ($)shares | Jul. 25, 2021shares | Jul. 21, 2021$ / sharesshares | Jul. 16, 2021 | Oct. 15, 2020$ / shares | Jun. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020$ / sharesshares |
Class of Stock | |||||||
Common stock, shares authorized (in shares) | 78,320,000 | 72,668,200 | |||||
Common stock, par value (usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, par value (usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Common Units | |||||||
Class of Stock | |||||||
Stock split ratio | 1 | ||||||
Redeemable convertible preferred units | |||||||
Class of Stock | |||||||
Stock split ratio | 1 | ||||||
Redeemable Convertible Preferred Stock | |||||||
Class of Stock | |||||||
Preferred stock, par value (usd per share) | $ / shares | $ 0.0001 | ||||||
IPO | |||||||
Class of Stock | |||||||
Deferred offering costs | $ | $ 2.6 | ||||||
Subsequent Event | |||||||
Class of Stock | |||||||
Common stock, shares authorized (in shares) | 500,000,000 | ||||||
Shares issued upon conversion of convertible preferred shares (in shares) | 46,266,256 | ||||||
Shares issued upon conversion of convertible debt (shares) | 9,732,593 | ||||||
Stock split ratio | 3.3031 | ||||||
Subsequent Event | IPO | |||||||
Class of Stock | |||||||
Shares issued and sold (in shares) | 14,375,000 | ||||||
Issuance price (usd per share) | $ / shares | $ 16 | ||||||
Proceeds from issuance initial public offering | $ | $ 210.3 | ||||||
Underwriting and commission costs | $ | 16.1 | ||||||
Deferred offering costs | $ | $ 3.6 |
Summary of significant accoun_3
Summary of significant accounting policies - Concentration Risk (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021vendorpartner | Jun. 30, 2020partner | Jun. 30, 2021vendorpartner | Jun. 30, 2020partner | Dec. 31, 2020partner | |
Equipment Supplier | Supplier Concentration Risk | Two Vendors | |||||
Concentration Risk | |||||
Number Of Vendors | vendor | 2 | 2 | |||
Technology development revenue | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | |||||
Concentration Risk | |||||
Concentration risk percentage | 95.00% | 90.00% | 97.00% | 85.00% | |
Number of partners (partner) | 3 | 3 | 4 | ||
Technology development revenue | Accounts Receivable | Customer Concentration Risk | |||||
Concentration Risk | |||||
Concentration risk percentage | 100.00% | 93.00% | |||
Number of partners (partner) | 2 | 1 |
Summary of significant accoun_4
Summary of significant accounting policies - Property and equipment, net (Details) | 6 Months Ended |
Jun. 30, 2021 | |
Minimum | |
Property, Plant and Equipment | |
Useful life (years) | 3 years |
Maximum | |
Property, Plant and Equipment | |
Useful life (years) | 7 years |
Summary of significant accoun_5
Summary of significant accounting policies - Collaborative Agreements (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 19 Months Ended | |||
Dec. 31, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative | |||||||
Deferred revenue | $ 2.6 | $ 2.6 | $ 2.6 | $ 2.6 | |||
Contract assets | 0.1 | 0.1 | 0.1 | 0.1 | |||
Revenue recognized from customer contract liability | 0.1 | $ 0 | 1.1 | $ 0.1 | |||
KBI | Collaborative Arrangements | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative | |||||||
Contract term (years) | 4 years | ||||||
Upfront payment received | $ 0.8 | ||||||
Aggregate milestone payments | $ 2.8 | ||||||
Cumulative proceed from collaborative agreements | 2.3 | ||||||
Deferred revenue | $ 1.4 | $ 1.4 | $ 1.4 | $ 1.8 |
Acquisitions - Consideration (D
Acquisitions - Consideration (Details) $ in Thousands | Jun. 04, 2021USD ($)installmentshares | Jan. 31, 2021USD ($) |
Denovium | ||
Business Combination, Consideration Transferred | ||
Cash consideration | $ 2,670 | |
Equity consideration | 368 | |
Total purchase consideration | $ 3,038 | |
Totient | ||
Business Combination, Consideration Transferred | ||
Cash consideration | $ 40,000 | |
Equity consideration | 13,891 | |
Estimated cash payment to Totient stockholders | 35,368 | |
Estimated cash payment contingent on achieving specified milestone | 12,000 | |
Total purchase consideration | 61,259 | |
Minimum contingent proceeds due from potential trigger event | 2,000 | |
Totient | Individual Contract | ||
Business Combination, Consideration Transferred | ||
Minimum contingent proceeds due from potential trigger event | $ 1,000 | |
Totient | Share Vesting Based On Service | ||
Business Combination, Consideration Transferred | ||
Vesting period | 2 years 6 months | |
Totient | Share Vesting Based On Service | Common Stock | ||
Business Combination, Consideration Transferred | ||
Milestone consideration (shares) | shares | 929,461 | |
Vesting rate (months) | 6 months | |
Vesting installments | installment | 5 |
Acquisitions - Denovium Narrati
Acquisitions - Denovium Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | ||
Jan. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Business Acquisition | |||
Restricted cash | $ 10,501 | $ 0 | |
Goodwill | $ 22,893 | $ 0 | |
Denovium | |||
Business Acquisition | |||
Total purchase consideration | $ 3,038 | ||
Payment of upfront consideration and working capital adjustments | 2,500 | ||
Restricted cash | 2,500 | ||
Goodwill | $ 1,055 | ||
Denovium | Common Stock | |||
Business Acquisition | |||
Shares issued as consideration (shares) | 1,010,296 | ||
Percentage of shares subjected to stock restriction agreement (percent) | 80.00% | ||
Shares subjected to stock restriction agreement (shares) | 808,238 | ||
Vesting period (years) | 4 years | ||
Fair value of stock restriction agreement | $ 1,500 | ||
Percentage of shares not subjected to stock restriction agreement (percent) | 20.00% | ||
Shares not subjected to stock restriction agreement (shares) | 202,058 |
Acquisitions - Fair Value of As
Acquisitions - Fair Value of Assets and Liabilities Acquired (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Jun. 04, 2021 | Jan. 31, 2021 | Dec. 31, 2020 |
Business Acquisition | ||||
Goodwill | $ 22,893 | $ 0 | ||
Denovium | ||||
Business Acquisition | ||||
Cash and cash equivalents | $ 158 | |||
Accounts receivable | 59 | |||
Other current assets | 1 | |||
Intangible assets | 2,507 | |||
Goodwill | 1,055 | |||
TOTAL ASSETS | 3,780 | |||
Current liabilities: | ||||
Accounts payable and accrued expenses | 109 | |||
Deferred tax, net | 633 | |||
TOTAL LIABILITIES | 742 | |||
Fair value of net assets acquired and liabilities assumed | $ 3,038 | |||
Totient | ||||
Business Acquisition | ||||
Cash and cash equivalents | $ 1,751 | |||
Prepaid expenses and other current assets | 141 | |||
Total current assets | 1,892 | |||
Operating lease right-of-use assets | 266 | |||
Property and equipment, net | 118 | |||
Intangible assets | 54,600 | |||
Goodwill | 21,838 | |||
Other assets | 23 | |||
TOTAL ASSETS | 78,737 | |||
Current liabilities: | ||||
Accounts payable | 78 | |||
Accrued expenses | 6,420 | |||
Operating lease obligations, current | 122 | |||
Total current liabilities | 6,620 | |||
Operating lease obligations - net of current portion | 144 | |||
Deferred tax, net | 10,690 | |||
Other long-term liabilities | 24 | |||
TOTAL LIABILITIES | 17,478 | |||
Fair value of net assets acquired and liabilities assumed | $ 61,259 |
Acquisitions - Finite-lived Int
Acquisitions - Finite-lived Intangible Assets Acquired (Details) - USD ($) $ in Thousands | Jun. 04, 2021 | Jan. 31, 2021 |
Denovium | ||
Business Acquisition | ||
Intangible assets | $ 2,507 | |
Denovium | Denovium Engine | ||
Business Acquisition | ||
Intangible assets | $ 2,507 | |
Estimated Amortization Period (years) | 5 years | |
Totient | ||
Business Acquisition | ||
Intangible assets | $ 54,600 | |
Totient | Monoclonal antibody library | ||
Business Acquisition | ||
Intangible assets | $ 46,300 | |
Estimated Amortization Period (years) | 20 years | |
Totient | Developed software platform and the related methods patents | ||
Business Acquisition | ||
Intangible assets | $ 8,300 | |
Estimated Amortization Period (years) | 15 years |
Acquisitions - Totient Narrativ
Acquisitions - Totient Narrative (Details) - USD ($) $ in Thousands | Jun. 04, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 |
Business Acquisition | |||||
Business combination, cash consideration, deferred cash payment, term | 1 year | ||||
Acquisition-related Costs | |||||
Business Acquisition | |||||
Net loss applicable to common stockholders and unitholders | $ (900) | ||||
Acceleration of SAR and ESPP | |||||
Business Acquisition | |||||
Net loss applicable to common stockholders and unitholders | (1,600) | ||||
Totient | |||||
Business Acquisition | |||||
Total cash payments to acquire business including milestone payments | $ 55,000 | ||||
Cash consideration | 40,000 | ||||
Aggregate milestone consideration | 15,000 | ||||
Business combination, cash consideration, deferred cash payment | 8,000 | ||||
Estimated cash payment contingent on achieving specified milestone | 12,000 | ||||
Acquisition costs | $ 900 | ||||
Net loss applicable to common stockholders and unitholders | $ (47,035) | $ (19,465) | $ (61,116) | $ (38,410) | |
Totient | Minimum | Measurement Input, Discount Rate | Valuation Technique, Discounted Cash Flow | |||||
Business Acquisition | |||||
Intangible assets measurement input (percent) | 18.00% | ||||
Totient | Maximum | Measurement Input, Discount Rate | Valuation Technique, Discounted Cash Flow | |||||
Business Acquisition | |||||
Intangible assets measurement input (percent) | 23.00% | ||||
Totient | Common Stock | |||||
Business Acquisition | |||||
Shares issued as consideration (shares) | 2,212,208 | ||||
Totient | Vest On Closing | |||||
Business Acquisition | |||||
Percentage of shares subject to vest (percent) | 25.00% | ||||
Totient | Vest On Closing | Common Stock | |||||
Business Acquisition | |||||
Milestone consideration (shares) | 1,282,747 | ||||
Totient | Share Vesting Based On Service | |||||
Business Acquisition | |||||
Percentage of shares subject to vest (percent) | 75.00% | ||||
Vesting period | 2 years 6 months | ||||
Totient | Share Vesting Based On Service | Common Stock | |||||
Business Acquisition | |||||
Milestone consideration (shares) | 929,461 | ||||
Vesting rate (months) | 6 months |
Acquisitions - Proforma Revenue
Acquisitions - Proforma Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Totient | ||||
Business Acquisition, Pro Forma Information | ||||
Net loss applicable to common stockholders and unitholders | $ (47,035) | $ (19,465) | $ (61,116) | $ (38,410) |
Property and equipment, net (De
Property and equipment, net (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment | ||
Total Cost | $ 41,367 | $ 11,254 |
Less accumulated depreciation and amortization | (3,565) | (2,345) |
Property and equipment, net | 37,802 | 8,909 |
Construction in progress | ||
Property, Plant and Equipment | ||
Total Cost | 1,890 | 0 |
Lab Equipment | ||
Property, Plant and Equipment | ||
Property plant, equipment and finance lease assets, gross | 18,418 | 8,578 |
Software | ||
Property, Plant and Equipment | ||
Total Cost | 244 | 188 |
Furniture, Fixtures and Other | ||
Property, Plant and Equipment | ||
Total Cost | 3,060 | 472 |
Leasehold Improvements | ||
Property, Plant and Equipment | ||
Total Cost | $ 17,755 | $ 2,016 |
Property and equipment, net - N
Property and equipment, net - Narratives (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 0.9 | $ 0.3 | $ 1.2 | $ 0.4 |
Long-term debt and other borr_2
Long-term debt and other borrowings (Details) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Feb. 28, 2021USD ($) | May 31, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2018USD ($) | May 11, 2022 | Mar. 31, 2021USD ($) | Jun. 30, 2019 | Mar. 31, 2019USD ($) | Jun. 30, 2018USD ($)tranche | |
Debt Instrument | ||||||||||
Proceeds from issuance of long-term debt | $ 0 | $ 2,598,000 | ||||||||
Proceeds from notes payable | 0 | 632,000 | ||||||||
Gain on extinguishment of loan payable | $ 636,000 | $ 0 | ||||||||
CARES Act | Loans Payable | ||||||||||
Debt Instrument | ||||||||||
Interest rate (percent) | 1.00% | |||||||||
Proceeds from notes payable | $ 600,000 | |||||||||
Debt instrument term (years) | 2 years | |||||||||
Gain on extinguishment of loan payable | $ 600,000 | |||||||||
2021 Notes | Convertible Notes | ||||||||||
Debt Instrument | ||||||||||
Interest rate (percent) | 6.00% | |||||||||
Principal amount | $ 125,000,000 | |||||||||
Conversion rate as a percentage of per share price paid to new investors (percent) | 82.00% | |||||||||
Pre-money valuation basis | $ 1,500,000,000 | |||||||||
2021 Notes | Convertible Notes | Preferred Stock | ||||||||||
Debt Instrument | ||||||||||
Minimum gross proceeds required to be raised to trigger a conversion of debt | $ 30,000,000 | |||||||||
Line of Credit | LSA | ||||||||||
Debt Instrument | ||||||||||
Number Of Tranches | tranche | 3 | |||||||||
Maximum borrowing capacity | $ 3,000,000 | |||||||||
Proceeds from issuance of long-term debt | $ 300,000 | |||||||||
Interest rate (percent) | 6.00% | |||||||||
Prepayment premium (percent) | 1.00% | |||||||||
Final payment percentage as a portion of principal amount funded (percent) | 3.00% | |||||||||
Liquidity event fee (percent) | 3.50% | |||||||||
Debt covenant, required percentage of cash on had based on projected revenue | 80.00% | |||||||||
Principal amount of debt outstanding | $ 4,900,000 | |||||||||
Line of Credit | LSA | Forecast | ||||||||||
Debt Instrument | ||||||||||
Prepayment premium (percent) | 0.00% | |||||||||
Line of Credit | LSA, First Amendment | ||||||||||
Debt Instrument | ||||||||||
Maximum borrowing capacity | $ 3,000,000 | |||||||||
Line of Credit | LSA, Second Amendment | ||||||||||
Debt Instrument | ||||||||||
Maximum borrowing capacity | $ 5,000,000 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Millions | 1 Months Ended | ||
Mar. 31, 2021USD ($)ft² | Jun. 30, 2021USD ($) | Dec. 31, 2020USD ($)ft² | |
Lessee, Lease | |||
Finance lease, net | $ 7.2 | $ 4.3 | |
Finance lease, accumulated depreciation | $ 1.3 | $ 0.9 | |
Facility in Vancouver Washington | |||
Lessee, Lease | |||
Area of real estate (sqft) | ft² | 61,607 | ||
Tenant incentives | $ 2.5 | ||
Extension term (months) | 24 months | ||
Renewal term (years) | 5 years | ||
Estimated construction cost | 21 | ||
Facility in Vancouver Washington | Minimum | |||
Lessee, Lease | |||
Annual base rent | 1.2 | ||
Facility in Vancouver Washington | Maximum | |||
Lessee, Lease | |||
Annual base rent | $ 1.5 | ||
Facility in Vancouver Washington Expansion Premises | |||
Lessee, Lease | |||
Area of real estate (sqft) | ft² | 16,367 | ||
Tenant incentives | $ 0.7 | ||
Lessee operating lease option to extend term | 5 years | ||
Facility in Vancouver Washington Expansion Premises | Minimum | |||
Lessee, Lease | |||
Annual base rent | $ 0.3 | ||
Facility in Vancouver Washington Expansion Premises | Maximum | |||
Lessee, Lease | |||
Annual base rent | $ 0.4 |
Leases - Future Undiscounted Le
Leases - Future Undiscounted Lease Payments (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Operating leases | |
2021 (six months remaining) | $ 1,123 |
2022 | 2,294 |
2023 | 2,293 |
2024 | 2,135 |
2025 | 1,873 |
Thereafter | 4,751 |
Total future lease payments | 14,469 |
Less: Imputed interest | (3,268) |
Less: Lease incentive | (804) |
Present value of lease liabilities | 10,397 |
Finance leases | |
2021 (six months remaining) | 1,139 |
2022 | 2,293 |
2023 | 1,555 |
2024 | 600 |
2025 | 50 |
Thereafter | 0 |
Total future lease payments | 5,637 |
Less: Imputed interest | (450) |
Less: Lease incentive | 0 |
Present value of lease liabilities | $ 5,187 |
Leases - Weighted Average Remai
Leases - Weighted Average Remaining Lease Term and Discount Rate (Details) | Jun. 30, 2021 | Dec. 31, 2020 |
Weighted average remaining lease term (in years) | ||
Operating leases | 6 years 6 months | 4 years 10 months 24 days |
Finance leases | 2 years 7 months 6 days | 3 years |
Weighted average discount rate | ||
Operating leases | 8.00% | 8.00% |
Finance leases | 7.00% | 7.00% |
Commitment and Contingencies (D
Commitment and Contingencies (Details) | Jun. 30, 2021USD ($) |
Standby Letters of Credit | |
Line of Credit Facility | |
Maximum borrowing capacity | $ 1,800,000 |
Redeemable convertible prefer_3
Redeemable convertible preferred stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Class of Stock | ||
Liquidation Preference | $ 218,510 | $ 203,095 |
Redeemable Convertible Preferred Stock | ||
Class of Stock | ||
Shares Authorized (in shares) | 14,099,936 | 13,845,050 |
Shares Issued (in shares) | 14,006,929 | 13,752,043 |
Shares outstanding (in shares) | 14,006,929 | 13,752,043 |
Net Proceeds | $ 104,325 | $ 99,366 |
Liquidation Preference | $ 218,510 | $ 203,095 |
Junior | ||
Class of Stock | ||
Shares Authorized (in shares) | 1,573,547 | 1,573,547 |
Shares Issued (in shares) | 1,573,547 | 1,573,547 |
Shares outstanding (in shares) | 1,573,547 | 1,573,547 |
Issuance price (usd per share) | $ 1 | $ 1 |
Net Proceeds | $ 1,462 | $ 1,462 |
Liquidation Preference | $ 1,991 | $ 1,989 |
Series A-1 | ||
Class of Stock | ||
Shares Authorized (in shares) | 2,793,007 | 2,793,007 |
Shares Issued (in shares) | 2,700,000 | 2,700,000 |
Shares outstanding (in shares) | 2,700,000 | 2,700,000 |
Issuance price (usd per share) | $ 1 | $ 1 |
Net Proceeds | $ 2,700 | $ 2,700 |
Liquidation Preference | $ 3,456 | $ 3,453 |
Series A-2 | ||
Class of Stock | ||
Shares Authorized (in shares) | 1,500,000 | 1,500,000 |
Shares Issued (in shares) | 1,500,000 | 1,500,000 |
Shares outstanding (in shares) | 1,500,000 | 1,500,000 |
Issuance price (usd per share) | $ 1 | $ 1 |
Net Proceeds | $ 1,500 | $ 1,500 |
Liquidation Preference | $ 1,887 | $ 1,885 |
Series B | ||
Class of Stock | ||
Shares Authorized (in shares) | 1,372,549 | 1,372,549 |
Shares Issued (in shares) | 1,372,549 | 1,372,549 |
Shares outstanding (in shares) | 1,372,549 | 1,372,549 |
Issuance price (usd per share) | $ 1.53 | $ 1.53 |
Net Proceeds | $ 2,065 | $ 2,065 |
Liquidation Preference | $ 2,589 | $ 2,526 |
Series C | ||
Class of Stock | ||
Shares Authorized (in shares) | 1,760,252 | 1,760,252 |
Shares Issued (in shares) | 1,760,252 | 1,760,252 |
Shares outstanding (in shares) | 1,760,252 | 1,760,252 |
Issuance price (usd per share) | $ 6.95 | $ 6.95 |
Net Proceeds | $ 11,979 | $ 11,979 |
Liquidation Preference | $ 14,467 | $ 14,110 |
Series D | ||
Class of Stock | ||
Shares Authorized (in shares) | 1,532,176 | 1,532,176 |
Shares Issued (in shares) | 1,532,176 | 1,532,176 |
Shares outstanding (in shares) | 1,532,176 | 1,532,176 |
Issuance price (usd per share) | $ 9.79 | $ 9.79 |
Net Proceeds | $ 14,966 | $ 14,951 |
Liquidation Preference | $ 16,298 | $ 15,852 |
Series E | ||
Class of Stock | ||
Shares Authorized (in shares) | 3,568,405 | 3,313,519 |
Shares Issued (in shares) | 3,568,405 | 3,313,519 |
Shares outstanding (in shares) | 3,568,405 | 3,313,519 |
Issuance price (usd per share) | $ 19.62 | $ 19.62 |
Net Proceeds | $ 69,653 | $ 64,709 |
Liquidation Preference | $ 177,822 | $ 163,280 |
Redeemable convertible prefer_4
Redeemable convertible preferred stock - Narratives (Details) $ / shares in Units, $ in Millions | 6 Months Ended | ||
Jun. 30, 2021USD ($)$ / shares | Dec. 31, 2016$ / sharesshares | Jun. 30, 2016$ / sharesshares | |
Junior | |||
Class of Stock | |||
Preferred stock, dividend rate, per-dollar-amount (usd per share) | $ 1 | ||
Series A-1 | |||
Class of Stock | |||
Preferred stock, dividend rate, per-dollar-amount (usd per share) | 1 | ||
Class of warrant or right, number of securities called by warrants or rights (in shares) | shares | 93,007 | 93,007 | |
Class of warrant or right, exercise price of warrants or rights (usd per share) | $ 1 | $ 1 | |
Series A-2 | |||
Class of Stock | |||
Preferred stock, dividend rate, per-dollar-amount (usd per share) | 1 | ||
Series B | |||
Class of Stock | |||
Preferred stock, dividend rate, per-dollar-amount (usd per share) | 1.53 | ||
Series C | |||
Class of Stock | |||
Preferred stock, dividend rate, per-dollar-amount (usd per share) | 6.95 | ||
Series D | |||
Class of Stock | |||
Preferred stock, dividend rate, per-dollar-amount (usd per share) | $ 9.79 | ||
Series E | |||
Class of Stock | |||
Preferred stock, liquidation preference, rate | 1.5 | ||
Liquidation preference (usd per share) | $ 19.62 | ||
Preferred stock, redemption period (months) | 12 months | ||
Redeemable Convertible Preferred Stock | |||
Class of Stock | |||
Mandatory conversion feature, value | $ | $ 50 | ||
Mandatory conversion feature, qualified public offering price (usd per share) | $ 5.94 | ||
Preferred stock, dividend rate, percentage (percentage) | 6.00% |
Stock-Based compensation - Allo
Stock-Based compensation - Allocated Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Payment Arrangement, Expensed | ||||
Share-based compensation | $ 1,442 | $ 58 | $ 3,593 | $ 66 |
Research and development | ||||
Share-based Payment Arrangement, Expensed | ||||
Share-based compensation | 851 | 27 | 1,927 | 27 |
Selling, general and administrative | ||||
Share-based Payment Arrangement, Expensed | ||||
Share-based compensation | $ 591 | $ 31 | $ 1,666 | $ 39 |
Stock-Based compensation - Rest
Stock-Based compensation - Restricted Stock Narratives (Details) - USD ($) $ in Millions | 1 Months Ended | 6 Months Ended |
Oct. 31, 2020 | Jun. 30, 2021 | |
2015 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Partner capital units converted (units) | 3,329,707 | |
Restricted stock | 2020 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Converted to aggregate (in shares) | 2,671,907 | |
Share based compensation expense not yet recognized other than options | $ 14.2 | |
Share based compensation expense not yet recognized, recognition period (years) | 3 years |
Stock-Based compensation - Unve
Stock-Based compensation - Unvested Rollforward (Details) | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Restricted stock | |
Nonvested, Number of Shares | |
Beginning balance, Unvested, shares | 1,111,642 |
Granted, shares | 2,441,129 |
Vested, shares | (335,324) |
Ending balance, Unvested, shares | 3,217,447 |
Phantom Units | |
Nonvested, Number of Shares | |
Beginning balance, Unvested, shares | 1,202,435 |
Granted, shares | 0 |
Vested, shares | 0 |
Exchange of Phantom Units for Cash Payment Rights, SARs, and/or Stock Options, shares | (1,202,435) |
Ending balance, Unvested, shares | 0 |
Nonvested, Weighted Average Strike Price | |
Beginning balance Unvested, usd per share | $ / shares | $ 0.47 |
Granted, usd per share | $ / shares | 0 |
Vested, usd per share | $ / shares | 0 |
Exchange of Phantom Units for Cash Payment Rights, SARs, and/or Stock Options, usd per share | $ / shares | 0.47 |
Ending balance Unvested, usd per share | $ / shares | $ 0 |
Stock-Based compensation - Phan
Stock-Based compensation - Phantom Units Narratives (Details) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||
Issuance price (usd per share) | $ 13.67 | |
Phantom Units | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Shares outstanding (shares) | 0 | 1,202,435 |
2020 Plan | Phantom Units | Tranche One | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Vesting percentage (percent) | 25.00% | |
Vesting period (years) | 1 year | |
Vesting percentage in liquidity event (percent) | 100.00% | |
2020 Plan | Phantom Units | Tranche Two | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Vesting period (years) | 3 years | |
2020 Plan | SARs | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Vesting period (years) | 4 years | |
Shares outstanding (shares) | 400,675 | |
Intrinsic value, shares outstanding | $ 5.4 | |
2020 Plan | Stock options | Tranche One | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Vesting percentage (percent) | 25.00% | |
Vesting period (years) | 1 year | |
2020 Plan | Stock options | Tranche Two | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Vesting period (years) | 3 years |
Stock-Based compensation - Stoc
Stock-Based compensation - Stock Option Narratives (Details) - 2020 Plan $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021USD ($)shares | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2021USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award | |||
Additional shares authorized for issuance (shares) | 11,980,029 | ||
Shares available for grant (shares) | 495,521 | 495,521 | 495,521 |
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Weighted average grant date fair value of shares granted (usd per share) | $ / shares | $ 7.08 | $ 3.87 | |
Share based compensation expense not yet recognized, options | $ | $ 23.3 | $ 23.3 | $ 23.3 |
Share based compensation expense not yet recognized, recognition period (years) | 3 years 8 months 12 days | ||
Stock options | Tranche One | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Vesting percentage (percent) | 25.00% | ||
Vesting period (years) | 1 year | ||
Stock options | Tranche Two | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Vesting period (years) | 3 years | ||
Certain options | Tranche Two | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Vesting period (years) | 2 years | ||
Certain options | Tranche Two | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Vesting period (years) | 4 years |
Stock-Based compensation - St_2
Stock-Based compensation - Stock Option Rollforward (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Number of Options | ||
Beginning balance, shares | 1,706,339 | |
Granted, shares | 6,490,790 | |
Exercised, shares | (62,613) | |
Canceled/Forfeited, in shares | (370,264) | |
Ending balance, shares | 7,764,252 | 1,706,339 |
Exercisable, shares | 982,679 | |
Exercisable, weighted average price, usd per share | $ 1.10 | |
Vested and expected to vest, shares | 7,764,252 | |
Weighted Average Exercise Price per Share | ||
Beginning balance, usd per share | $ 1.10 | |
Granted, usd per share | 2.43 | |
Exercised, usd per share | 1.10 | |
Canceled/Forfeited, usd per share | 1.10 | |
Ending balance, usd per share | $ 2.21 | $ 1.10 |
Weighted Average Remaining Contractual Term (in years) | 9 years 4 months 24 days | 9 years 9 months 18 days |
Exercisable, weighted average remaining contractual term | 9 years 4 months 24 days | |
Vested and expected to vest, contractual term | 9 years 4 months 24 days | |
Intrinsic value, shares outstanding | $ 76,620 | $ 780 |
Exercisable, aggregate intrinsic value | 12,355 | |
Vested and expected to vest, aggregate intrinsic value | $ 76,620 |
Stock-Based compensation - Dete
Stock-Based compensation - Determination of Fair Value (Details) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Fair Value Assumptions and Methodology | ||
Volatility | 46.00% | |
Risk-free interest rate, minimum | 1.20% | 0.30% |
Risk-free interest rate, maximum | 1.30% | 1.30% |
Dividend Yield | 0.00% | 0.00% |
Minimum | ||
Fair Value Assumptions and Methodology | ||
Expected term (in years) | 6 years | 3 years 6 months |
Volatility | 45.00% | |
Maximum | ||
Fair Value Assumptions and Methodology | ||
Expected term (in years) | 6 years 1 month 6 days | 6 years 1 month 6 days |
Volatility | 47.00% |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 30, 2021 | Jun. 30, 2018 | Dec. 31, 2016 | Jun. 30, 2016 |
2021 Notes | Convertible Notes | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||||
Debt instrument, fair value disclosure | $ 150,100 | |||
Line of Credit | LSA | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||||
Liquidity event fee (percent) | 3.50% | |||
Series A-1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 93,007 | 93,007 | ||
Class of warrant or right, exercise price of warrants or rights (usd per share) | $ 1 | $ 1 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured on Recurring Basis (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Liabilities: | |
Contingent consideration | $ 12,000 |
Fair Value, Recurring | |
Liabilities: | |
Fee in-lieu of warrant | 196 |
Convertible promissory notes | 150,107 |
Preferred stock warrant liability | 4,138 |
Contingent consideration | 12,000 |
Total liabilities | 166,441 |
Level 1 | Fair Value, Recurring | |
Liabilities: | |
Fee in-lieu of warrant | 0 |
Convertible promissory notes | 0 |
Preferred stock warrant liability | 0 |
Contingent consideration | 0 |
Total liabilities | 0 |
Level 2 | Fair Value, Recurring | |
Liabilities: | |
Fee in-lieu of warrant | 0 |
Convertible promissory notes | 0 |
Preferred stock warrant liability | 0 |
Contingent consideration | 0 |
Total liabilities | 0 |
Level 3 | Fair Value, Recurring | |
Liabilities: | |
Fee in-lieu of warrant | 196 |
Convertible promissory notes | 150,107 |
Preferred stock warrant liability | 4,138 |
Contingent consideration | 12,000 |
Total liabilities | $ 166,441 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Using Significant Unobservable Inputs (Level 3) (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | |
Fair value of contingent consideration at issuance | $ 12,000 |
Fair Value, Recurring | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | |
Beginning balance | 720 |
Fair value of contingent consideration at issuance | 12,000 |
Ending balance | 166,441 |
Fair Value, Recurring | Fee in-lieu of warrant | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | |
Change in the fair value | 174 |
Fair Value, Recurring | Preferred stock warrant liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | |
Change in the fair value | 3,440 |
Fair Value, Recurring | Convertible Notes | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | |
Change in the fair value | 25,107 |
Fair value of 2021 Noes at issuance | $ 125,000 |
Related party transactions (Det
Related party transactions (Details) - Affiliated Entity - AGC, Inc. - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Related Party Transaction | ||||
Revenue from related parties | $ 0 | $ 200,000 | $ 0 | $ 200,000 |
Amount due or payable | $ 0 | $ 0 |
Net loss per share attributab_3
Net loss per share attributable to common stockholders and unitholders - Company’s Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Numerator: | ||||||
Net loss | $ (41,198) | $ (10,962) | $ (3,008) | $ (2,658) | $ (52,160) | $ (5,666) |
Adjustment of redeemable preferred units and stock | 0 | (13,967) | 0 | (25,121) | ||
Undistributed Earnings (Loss) Allocated to Participating Securities, Basic | (1,047) | 0 | (2,042) | 0 | ||
Net loss applicable to common stockholders and unitholders, basic | (42,245) | (16,975) | (54,202) | (30,787) | ||
Net loss applicable to common stockholders and unitholders, diluted | $ (42,245) | $ (16,975) | $ (54,202) | $ (30,787) | ||
Denominator: | ||||||
Weighted-average common shares and units outstanding, basic (in shares) | 17,641,147 | 15,215,747 | 17,312,437 | 15,215,747 | ||
Weighted-average common shares and units outstanding, diluted (in shares) | 17,641,147 | 15,215,747 | 17,312,437 | 15,215,747 | ||
Net loss per share, basic (usd per share) | $ (2.39) | $ (1.12) | $ (3.13) | $ (2.02) | ||
Net loss per share, basic (usd per share) | $ (2.39) | $ (1.12) | $ (3.13) | $ (2.02) |
Net loss per share attributab_4
Net loss per share attributable to common stockholders and unitholders - Anti-dilutive Securities (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Redeemable Convertible Preferred Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 46,266,256 | 33,628,145 | 46,033,714 | 33,411,953 |
Redeemable convertible preferred stock and unit warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 307,211 | 307,211 | 307,211 | 307,211 |
Unvested incentive units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 0 | 1,193,754 | 0 | 697,899 |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 6,038,919 | 0 | 4,677,249 | 0 |
Unvested restricted stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 2,554,598 | 0 | 2,138,146 | 0 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate, continuing operations (percent) | 12.00% | 10.50% |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, $ in Thousands | Jul. 26, 2021USD ($)shares | Jul. 25, 2021shares | Jul. 21, 2021$ / sharesshares | Sep. 01, 2021$ / sharesshares | Jun. 30, 2021$ / sharesshares | Aug. 31, 2021USD ($)shares | Dec. 31, 2020shares | Sep. 30, 2016$ / sharesshares |
Subsequent Event | ||||||||
Common stock, shares authorized (in shares) | 78,320,000 | 72,668,200 | ||||||
Preferred stock, shares authorized (in shares) | 14,099,936 | 13,845,050 | ||||||
Stock options granted (in shares) | 6,490,790 | |||||||
Shares grated, weighted average share price (usd per share) | $ / shares | $ 2.43 | |||||||
Class A Preferred Units | ||||||||
Subsequent Event | ||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 93,007 | |||||||
Class of warrant or right, exercise price of warrants or rights (usd per share) | $ / shares | $ 1 | |||||||
Class A-4 Preferred Stock | ||||||||
Subsequent Event | ||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 93,007 | |||||||
Subsequent Event | ||||||||
Subsequent Event | ||||||||
Shares issued upon conversion of convertible preferred shares (in shares) | 46,266,256 | |||||||
Shares issued upon conversion of convertible debt (shares) | 9,732,593 | |||||||
Common stock, shares authorized (in shares) | 500,000,000 | |||||||
Preferred stock, shares authorized (in shares) | 10,000,000 | |||||||
Stock options granted (in shares) | 254,233 | |||||||
Shares grated, weighted average share price (usd per share) | $ / shares | $ 14.63 | |||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 307,211 | 307,211 | ||||||
Class of Warrant, Aggregate Exercise Price of Warrants | $ | $ 100 | |||||||
Stock split (per share) | 3.3031 | |||||||
Subsequent Event | IPO | ||||||||
Subsequent Event | ||||||||
Shares issued and sold (in shares) | 14,375,000 | |||||||
Purchase price (usd per share) | $ / shares | $ 16 | |||||||
Proceeds from issuance initial public offering | $ | $ 210,300 |