Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 28, 2022 | Nov. 05, 2021 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Transition Report | false | ||
Entity File Number | 001-40969 | ||
Entity Registrant Name | ENTRADA THERAPEUTICS, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 81-3983399 | ||
Entity Address, Address Line One | 6 Tide Street | ||
Entity Address, City or Town | Boston | ||
Entity Address State Or Province | MA | ||
Entity Address, Postal Zip Code | 02210 | ||
City Area Code | 857 | ||
Local Phone Number | 520-9158 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
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 | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 474.9 | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | TRDA | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 31,251,484 | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Firm ID | 42 | ||
Auditor Location | Boston, Massachusetts | ||
Entity Central Index Key | 0001689375 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 291,064 | $ 39,045 |
Prepaid expenses and other current assets | 7,636 | 904 |
Total current assets | 298,700 | 39,949 |
Property and equipment, net | 6,261 | 3,037 |
Other non-current assets | 872 | 541 |
Total assets | 305,833 | 43,527 |
Current liabilities: | ||
Accounts payable | 706 | 1,602 |
Accrued expenses and other current liabilities | 6,013 | 1,757 |
Total current liabilities | 6,719 | 3,359 |
Deferred rent, net of current portion | 396 | |
Total liabilities | 7,115 | 3,359 |
Commitments and contingencies (Note 9) | ||
Redeemable convertible preferred stock, par value $0.0001 (Note 6) | 81,658 | |
Stockholders' (deficit) equity: | ||
Common stock, par value $0.0001; 150,000,000 and 113,259,306 shares authorized as of December 31, 2021 and December 31, 2020, respectively; 31,336,092 and 1,283,545 shares issued as of December 31, 2021 and December 31, 2020, respectively; 31,224,336 and 1,244,139 shares outstanding as of December 31, 2021 and December 31, 2020, respectively | 3 | |
Additional paid-in capital | 392,384 | 1,021 |
Accumulated deficit | (93,669) | (42,511) |
Total stockholders' (deficit) equity | 298,718 | (41,490) |
Total liabilities, redeemable convertible preferred stock and stockholders' (deficit) equity | $ 305,833 | $ 43,527 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
CONSOLIDATED BALANCE SHEETS | ||
Redeemable convertible preferred stock, par value per share (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, par value per share (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares, authorized | 150,000,000 | 113,259,306 |
Common stock, shares, issued | 31,336,092 | 1,283,545 |
Common stock, shares, outstanding | 31,224,336 | 1,244,139 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating expenses: | ||
Research and development | $ 35,926 | $ 21,102 |
General and administrative | 15,201 | 5,565 |
Total operating expenses | 51,127 | 26,667 |
Loss from operations | (51,127) | (26,667) |
Other (expense) income: | ||
Interest and other (expense) income, net | (31) | 144 |
Total other (expense) income, net | (31) | 144 |
Net loss | $ (51,158) | $ (26,523) |
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (8.16) | $ (24) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (8.16) | $ (24) |
Weighted-average common shares outstanding, basic (in shares) | 6,267,776 | 1,105,260 |
Weighted-average common shares outstanding, diluted (in shares) | 6,267,776 | 1,105,260 |
CONSOLIDATED STATEMENTS OF REDE
CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' (DEFICIT) EQUITY - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Series A Redeemable Convertible Preferred Stock | Series B Redeemable Convertible Preferred Stock | Total |
Beginning Balances at Dec. 31, 2019 | $ 31,816 | |||||
Beginning Balances (in shares) at Dec. 31, 2019 | 37,269,149 | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Issuance of redeemable convertible preferred stock, net of issuance costs | $ 49,842 | |||||
Issuance of redeemable convertible preferred stock, net of issuance costs (in shares) | 48,030,736 | |||||
Ending Balances at Dec. 31, 2020 | $ 79,597 | $ 81,658 | ||||
Ending Balances (in shares) at Dec. 31, 2020 | 82,879,139 | 85,299,885 | ||||
Beginning Balances at Dec. 31, 2019 | $ 470 | $ (15,988) | $ (15,518) | |||
Beginning Balances (in shares) at Dec. 31, 2019 | 1,004,310 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock upon exercise of stock options | 214 | 214 | ||||
Issuance of common stock upon exercise of stock options (in shares) | 129,607 | |||||
Vesting of restricted common stock | 1 | 1 | ||||
Vesting of restricted common stock (in shares) | 95,770 | |||||
Vesting of early exercised options | 11 | 11 | ||||
Vesting of early exercised options (in shares) | 14,452 | |||||
Stock based compensation | 325 | 325 | ||||
Net loss | (26,523) | (26,523) | ||||
Ending Balances at Dec. 31, 2020 | 1,021 | (42,511) | (41,490) | |||
Ending Balances (in shares) at Dec. 31, 2020 | 1,244,139 | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Conversion of redeemable convertible preferred stock upon initial public offering | $ (197,489) | |||||
Conversion of redeemable convertible preferred stock upon initial public offering (in shares) | (138,821,984) | |||||
Issuance of redeemable convertible preferred stock, net of issuance costs | $ 115,831 | |||||
Issuance of redeemable convertible preferred stock, net of issuance costs (in shares) | 53,522,099 | |||||
Ending Balances (in shares) at Dec. 31, 2021 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Conversion of redeemable convertible preferred stock upon initial public offering | $ 2 | 197,487 | $ 197,489 | |||
Conversion of redeemable convertible preferred stock upon initial public offering (in shares) | 19,185,183 | |||||
Issuance of common stock from initial public offering, net of issuance costs | $ 1 | 190,690 | 190,691 | |||
Issuance of common stock from initial public offering, net of issuance costs (in shares) | 10,436,250 | |||||
Issuance of common stock upon exercise of stock options | 410 | 410 | ||||
Issuance of common stock upon exercise of stock options (in shares) | 223,838 | |||||
Vesting of restricted common stock (in shares) | 11,537 | |||||
Vesting of early exercised options | 250 | 250 | ||||
Vesting of early exercised options (in shares) | 123,389 | |||||
Stock based compensation | 2,526 | 2,526 | ||||
Net loss | (51,158) | (51,158) | ||||
Ending Balances at Dec. 31, 2021 | $ 3 | $ 392,384 | $ (93,669) | $ 298,718 | ||
Ending Balances (in shares) at Dec. 31, 2021 | 31,224,336 |
CONSOLIDATED STATEMENTS OF RE_2
CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' (DEFICIT) EQUITY (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Net of issuance costs | $ 18,034 | |
Series A Redeemable Convertible Preferred Stock | ||
Stock issuance costs | $ 158 | |
Series B Redeemable Convertible Preferred Stock | ||
Stock issuance costs | $ 420 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (51,158) | $ (26,523) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 1,117 | 326 |
Loss on disposal of property and equipment | 74 | 20 |
Stock based compensation expense | 2,526 | 325 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (6,733) | (311) |
Other non-current assets | (331) | (541) |
Accounts payable | (715) | 631 |
Accrued expenses and other current liabilities | 3,962 | 578 |
Deferred rent | 396 | (75) |
Net cash used in operating activities | (50,862) | (25,570) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (4,580) | (2,318) |
Net cash used in investing activities | (4,580) | (2,318) |
Cash flows from financing activities: | ||
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs | 115,831 | 49,842 |
Proceeds from issuance of common stock upon initial public offering, net of issuance costs | 190,691 | |
Proceeds from exercise of stock options | 410 | 213 |
Proceeds from the early exercise of stock options | 529 | 34 |
Net cash provided by financing activities | 307,461 | 50,089 |
Net increase in cash and cash equivalents | 252,019 | 22,201 |
Cash and cash equivalents at beginning of year | 39,045 | 16,844 |
Cash and cash equivalents at end of year | 291,064 | 39,045 |
Supplemental cash flow disclosures: | ||
Purchases of property and equipment included in accounts payable and accrued expenses | 155 | 320 |
Conversion of preferred stock to common stock upon initial public offering | 197,489 | |
Vesting of restricted stock subject to repurchase | 1 | |
Vesting of options early exercised subject to repurchase | $ 250 | $ 11 |
Nature of the Business
Nature of the Business | 12 Months Ended |
Dec. 31, 2021 | |
Nature of the Business | |
Nature of the Business | 1. Nature of the Business Organization Entrada Therapeutics, Inc. (Entrada or the Company) aims to transform the lives of patients by establishing Endosomal Escape Vehicle (EEV TM Initial Public Offering In November 2021, the Company completed its initial public offering (IPO) in which the Company issued and sold 10,436,250 shares of its common stock, including 1,361,250 shares pursuant to the full exercise of the underwriters’ option to purchase additional shares, at a public offering price of $20.00 per share, for aggregate gross proceeds of $208.7 million. The Company received $190.7 million in net proceeds, after deducting underwriting discounts and offering expenses payable. In connection with the IPO, all outstanding shares of the Company’s redeemable convertible preferred stock converted into 19,185,183 shares of the Company’s common stock. On October 22, 2021, in connection with the Company’s IPO, the Company effected a 1-for-7.235890014 Liquidity and Capital Resources Since its inception, the Company has devoted substantially all of its resources to its research and development efforts relating to its proprietary, highly versatile and modular EEV platform (EEV Platform), advancing development of its portfolio of programs and general and administrative support for these operations, including raising capital. The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, technical risks associated with the successful research, development and manufacturing of therapeutic candidates, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations, and the ability to secure additional capital to fund operations. Therapeutic candidates currently under development will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval prior to commercialization. These efforts will require significant amounts of additional capital, adequate personnel and infrastructure. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize revenue from product sales. In accordance with Accounting Standards Codification (ASC) 205-40, Going Concern The Company expects that its cash and cash equivalents of $291.1 million as of December 31, 2021 will be sufficient to fund its operations and capital expenditure requirements for at least the next twelve months from the date of issuance of these consolidated financial statements. The Company will need additional financing to support its continuing operations and pursue its business strategy and may pursue additional cash resources through a combination of equity offerings, debt financings, collaborations, strategic alliances, licensing, or other arrangements. The Company may be unable to raise additional funds or enter into such other agreements when needed or on favorable terms or at all. The inability to raise capital as and when needed would have a negative impact on the Company’s financial condition and its ability to pursue its business strategy. The Company will need to generate significant revenue to achieve profitability, and it may never do so. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements reflect the operations of the Company and have been prepared in conformity with generally accepted accounting principles in the United States of America (GAAP). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the ASC and Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB). Principles of Consolidation The accompanying consolidated financial statements include those of the Company and its wholly-owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to accrual and prepayment of research and development expenses and stock-based compensation. The Company bases its estimates on historical experience, known trends, and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, as there are changes in circumstances, facts, and experience. Changes in estimates are recorded in the period in which they become known. Actual results may differ from those estimates or assumptions. Segment Information The Company manages its operations as a single 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 assessing performance and making operating decisions. All of the Company's long-lived assets are located in the United States. Cash and Cash Equivalents Cash and cash equivalents consist of standard checking accounts and money market account funds that invest primarily in U.S. government-backed securities and treasuries. The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash equivalents are stated at cost, which is substantially equivalent to fair value. As of December 31, 2021 and 2020, the Company has no restricted cash. Concentrations of Credit Risk and Off-Balance Sheet Risk Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash equivalents. Periodically, the Company may maintain deposits in financial institutions in excess of government insured limits. Management believes that the Company is not exposed to significant credit risk as the Company’s deposits are held at financial institutions that management believes to be of high credit quality, and the Company has not experienced any losses on these deposits. Fair Value Measurements ASC Topic 820, Fair Value Measurement Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the assets or liability and are developed based on the best information available under the circumstances. ASC 820 identifies fair value as the price that would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tiered value hierarchy that distinguishes between the following: ● Level 1—Quoted prices in active markets for identical assets or liabilities. ● Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. ● Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies, and similar techniques. To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair values requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized as Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. There have been no changes to the valuation methods utilized by the Company during the years ended December 31, 2021 and 2020. The Company evaluates transfers between levels at the end of each reporting period. There were no transfers of financial instruments between levels during the years ended December 31, 2021 and 2020. The carrying amounts of accounts payable and accrued expenses approximate their fair values due to their short-term nature. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation expense is recognized using the straight line method over the estimated useful life of each asset as follows: Estimated Useful Life Laboratory equipment 5 years Computer equipment 3 years Furniture and fixtures 5 years Leasehold improvements Lesser of estimated useful life or remaining lease term Costs for capital assets not yet placed into service are capitalized as construction-in-progress and depreciated once placed into service. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in other (expense) income. Expenditures for repairs and maintenance that do not improve or extend the life of the respective assets are expensed in operations as incurred. Impairment of Long-Lived Assets The Company evaluates its long-lived assets, which consist primarily of property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. There were no impairment losses recognized during the years ended December 31, 2021 and 2020. Redeemable Convertible Preferred Stock The Company recorded redeemable convertible preferred stock at fair value upon issuance, net of any issuance costs. The Company classified stock that was redeemable in circumstances outside of the Company’s control outside of permanent equity. No accretion was recognized as the contingent events that could give rise to redemption were not deemed probable. Deferred Offering Costs The Company capitalizes incremental legal, professional accounting and other third-party fees that are incurred in the course of preparing for a financing as other non-current assets until the offering is consummated. At the time of the completion of the offering, the costs are reclassified as a reduction of the proceeds of the financing as part of additional paid-in-capital. Should the offering be terminated, deferred offering costs are charged to operations during the period in which the offering is terminated. Contingencies The Company records liabilities for legal and other contingencies when information available to the Company indicates that it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. Legal costs in connection with legal and other contingencies are expensed as costs are incurred. No liabilities for legal and other contingencies were accrued as of December 31, 2021 and 2020. Indemnification Agreements In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, contract research organizations (CROs), business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors and its executive officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. The Company has not incurred any material costs as a result of such indemnifications and is not currently aware of any indemnification claims. Rent Expense The Company’s real estate operating lease provides for scheduled annual rent increases throughout the lease term. In accordance with ASC Topic 840, Leases Research and Development Costs Research and development costs are charged to expense as incurred. Research and development costs consist of direct and allocated costs incurred in performing research and development activities, including salaries and bonuses, stock-based compensation, employee benefits, facilities costs, third-party license fees related to technology with no alternative future use, laboratory supplies, depreciation, manufacturing expenses, preclinical expenses, consulting and other contracted services. Costs for certain research and development activities are recognized based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the consolidated financial statements as prepaid or accrued research and development. Patent Costs All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses. Stock-Based Compensation The Company’s stock-based compensation program allows for grants of stock options and restricted stock awards. Grants are awarded to employees and non-employees, including the Company’s board of directors. The Company accounts for its stock-based compensation in accordance with ASC Topic 718, Compensation-Stock Compensation The Company’s stock-based compensation awards are subject to service-based vesting conditions. Compensation expense related to awards to employees, directors and non-employees with service-based vesting conditions is recognized on a straight-line basis based on the grant date fair value over the associated service period of the award, which is generally the vesting term. Black-Scholes requires inputs based on certain subjective assumptions, including (i) the expected stock price volatility, (ii) the expected term of the award, (iii) the risk-free interest rate and (iv) expected dividends. The Company determines the expected volatility using a blended approach encompassing its historical experience and the historical volatility of a peer group of comparable publicly traded companies with product candidates in similar stages of development to the Company’s product candidates. Prior to the Company’s IPO, there was no public market for its common stock, and consequently, the estimated fair value of its common stock was determined by the board of directors as of the date of each option grant, with input from management, considering third-party valuations of its common stock as well as its board of directors’ assessment of additional objective and subjective factors that it believed were relevant and which may have changed from the date of the most recent third-party valuation through the date of the grant. These third-party valuations were performed in accordance with the guidance outlined in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation Subsequent to the Company’s IPO, the fair value of the common stock underlying the stock-based awards is the closing price of the Company’s common stock on the date of grant. Restricted common stock awards are subject to service based vesting and repurchase rights. Accordingly, the Company has recorded the proceeds from the issuance of restricted stock as a liability in the consolidated balance sheets. This restricted stock liability is reclassified into stockholders’ (deficit) equity as the restricted stock vests. The Company classifies stock-based compensation expense in its consolidated statements of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. Income Taxes Income taxes are recorded in accordance with FASB ASC Topic 740, Income Taxes financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by first evaluating the tax position to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. The Company accounts for interest and penalties related to uncertain tax positions as part of its provision for income taxes. Net Loss per Share The Company follows the two-class method when computing net loss per share, as the Company has issued shares that meet the definition of participating securities. The two-class method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. During periods of loss, there is no allocation required under the two-class method since the participating securities do not have a contractual obligation to fund the losses of the Company. Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net loss attributable to common stockholders is computed by adjusting net loss attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net loss per share attributable to common stockholders is computed by dividing the diluted net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of common stock equivalents. Given that the Company recorded a net loss for each of the periods presented, there is no difference between basic and diluted net loss per share since the effect of common stock equivalents would be antidilutive and are, therefore, excluded from the diluted net loss per share calculation. Emerging Growth Company Status The Company qualifies as an “emerging growth company” (EGC), as defined in the Jumpstart Our Business Startups Act (JOBS Act) and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. The Company may take advantage of these exemptions until it is no longer an EGC under Section 107 of the JOBS Act, which provides that an EGC can take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards. The Company has elected to avail itself of the extended transition period and, therefore, while the Company is an EGC it will not be subject to new or revised accounting standards the same time that they become applicable to other public companies that are not EGCs, unless it chooses to early adopt a new or revised accounting standard. As a result of this election, the consolidated financial statements may not be comparable to companies that comply with public company FASB standards’ effective dates. Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard-setting bodies that the Company adopts as of the specified effective date. The Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected not to “opt out” of the extended transition related to complying with new or revised accounting standards, which means that when a standard is issued or revised and it has different application dates for public and non-public companies, the Company can adopt the new or revised standard at the time non-public companies adopt the new or revised standard and can do so until such time that the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company. The Company may choose to early adopt any new or revised accounting standards whenever such early adoption is permitted for non-public companies. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its consolidated financial statements and disclosures. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which supersedes all existing lease guidance. This guidance offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. The new standard requires lessees to recognize an operating lease with a term greater than one year on their balance sheets as a right-of-use asset and corresponding lease liability, measured at the present value of the lease payments. Lessees are required to classify leases as either finance or operating leases. If the lease is effectively a financed-purchase by the lessee, the lease is classified as a financing lease; otherwise the lease is classified as an operating lease. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. Topic 842 provides accounting guidance for transactions that meet specific criteria for a leaseback transaction. If the criteria are not met, the transaction is considered a “failed sale” and the transaction must be accounted for as a financing arrangement. For EGCs, such as the Company, ASU 2016-02, as amended, will be effective for annual reporting periods beginning after December 15, 2021 and interim periods within those fiscal years, with early adoption permitted. For public entities, ASU No. 2016-02 was effective for annual periods beginning after December 15, 2018, including interim periods within these annual periods. The Company is currently evaluating the full impact that the adoption of ASU 2016-02 is expected to have on its consolidated financial statements; however, the adoption of ASU 2016-02 will require the recognition at the adoption date of both a lease liability, based on the present value of future lease payments, and a corresponding right-to-use asset, which the Company expects to be material. The future lease payment obligation as of December 31, 2021 is disclosed in Note 9, Commitments and Contingencies. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurements | |
Fair Value Measurements | 3. Fair Value Measurements The following tables present the Company’s fair value hierarchy for its assets and liabilities that are measured at fair value on a recurring basis and indicate the level within the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value (in thousands): Fair Value Measurements at December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents Money market funds $ 290,814 $ — $ — $ 290,814 Total $ 290,814 $ — $ — $ 290,814 Fair Value Measurements at December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Cash equivalents Money market funds $ 38,795 $ — $ — $ 38,795 Total $ 38,795 $ — $ — $ 38,795 Cash and Cash Equivalents |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property and Equipment, Net | |
Property and Equipment, Net | 4. Property and Equipment, Net Property and equipment, net consisted of the following at December 31 (in thousands): 2021 2020 Laboratory equipment $ 5,988 $ 2,121 Furniture and fixtures 96 18 Computer equipment 37 22 Leasehold improvements 1,556 1,253 Total property, plant and equipment 7,677 3,414 Less: Accumulated depreciation (1,416) (377) Property, plant and equipment, net $ 6,261 $ 3,037 Depreciation expense for the years ended December 31, 2021 and 2020 was $1.1 million and $0.3 million, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Expenses and Other Current Liabilities | |
Accrued Expenses and Other Current Liabilities | 5. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following at December 31 (in thousands): 2021 2020 Employee compensation and benefits $ 4,077 $ 1,482 External research and development expenses 1,032 125 General and administrative professional service expenses 419 35 Other 485 115 Total accrued expenses and other current liabilities $ 6,013 $ 1,757 |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock, Common Stock and Preferred Stock | 12 Months Ended |
Dec. 31, 2021 | |
Redeemable Convertible Preferred Stock, Common Stock and Preferred Stock | |
Redeemable Convertible Preferred Stock, Common Stock and Preferred Stock | 6. Redeemable Convertible Preferred Stock, Common Stock and Preferred Stock Redeemable Convertible Preferred Stock Upon the closing of the IPO in November 2021, the Company’s Preferred Stock automatically converted into 19,185,183 shares of common stock. As of December 31, 2021, the Company did not have any shares of redeemable convertible preferred stock authorized issued outstanding December 31, 2020 Preferred Stock Common Stock Preferred Stock Issued and Carrying Liquidation Issuable Upon Authorized Outstanding Value Preference Conversion Series Seed preferred stock 2,420,746 2,420,746 $ 2,061 $ 2,100 334,547 Series A preferred stock 82,879,139 82,879,139 79,597 86,277 11,453,888 85,299,885 85,299,885 $ 81,658 $ 88,377 11,788,435 On October 27, 2016, the Company entered into a Series Seed Preferred Stock Purchase Agreement, whereby the Company issued an aggregate of 691,641 shares of Series Seed redeemable convertible preferred stock (Series Seed Preferred Stock) at a purchase price of $0.8675 per share for aggregate proceeds of $0.6 million. On March 3, 2017, the Company entered into a second closing of Series Seed Preferred Stock, whereby the Company issued 576,368 shares at a purchase price of $0.8675 per share for aggregate proceeds of $0.5 million. On May 16, 2017, the Company completed the milestone closing of Series Seed Preferred Stock upon the satisfaction of stated milestones pursuant to the Series Seed Preferred Stock Purchase Agreement. In connection with this milestone closing, a total of 1,152,737 shares of Series Seed Preferred Stock were issued at a purchase price of $0.8675, for aggregate gross proceeds of $1.0 million. The Company incurred issuance costs of less than $0.1 million in connection with each of these closings. On December 14, 2018, the Company entered into a Series A Preferred Stock Purchase Agreement, whereby the Company issued an aggregate of 34,848,403 shares of Series A redeemable convertible preferred stock (Series A Preferred Stock), 24,015,368 of which were issued at a purchase price of $1.041 per share for gross cash proceeds of $25.0 million, and 10,833,035 of which were issued in satisfaction of principal and interest on convertible notes outstanding held by the Company of $9.0 million. Pursuant to the Series A Preferred Stock Purchase Agreement, the Company also agreed to issue up to an additional 24,015,368 shares at a price of $1.041 per share upon the achievement of certain specified milestones. On January 22, 2020, upon waiver of stated milestones in the Series A Preferred Stock Purchase Agreement, the Company issued 24,015,368 shares of Series A Preferred Stock at a purchase price of $1.041 per share for aggregate proceeds of $25.0 million. The Company incurred issuance costs of less than $0.1 million. Pursuant to the Amended and Restated Series A Preferred Stock Purchase Agreement, on August 12, 2020, the Company agreed to issue an additional 24,015,368 shares of Series A Preferred Stock at a purchase price of $1.041 per share for aggregate proceeds of $25.0 million. The Company incurred issuance costs of $0.1 million. On March 29, 2021, the Company entered into a Series B Preferred Stock Purchase Agreement, whereby the Company issued an aggregate of 53,522,099 shares of Series B redeemable convertible preferred stock (Series B Preferred Stock, together with the Series Seed Preferred Stock and Series A Preferred Stock, Preferred Stock) at a price of $2.172 per share for gross cash proceeds of $116.2 million. The Company incurred issuance costs of $0.4 million. As part of the issuance of Series B Preferred Stock, the liquidation preferences of the Preferred Stock were modified such that, in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or a deemed liquidation event, the holders of Preferred Stock then outstanding shall be entitled to be paid out equal to the greater of (i) the applicable original issue price, plus any dividends declared but unpaid thereon, or (ii) such amount per share as would have been payable had all shares of Preferred Stock been converted into common stock. The Company amended the articles of incorporation upon the issuance of the Series B Preferred Stock and the rights and preferences of the outstanding shares of Series Seed Preferred Stock and Series A Preferred Stock were adjusted. The Company considered if the adjustment to the previously issued shares of Preferred Stock represents an extinguishment or a modification to the outstanding mezzanine classified instruments. The adjustments to the outstanding shares of Preferred Stock were qualitatively insignificant. As a result, the adjustments to the rights and preferences of the outstanding shares of Preferred Stock qualified as a modification and no accounting was required as holders of these classes of equity did not receive any incremental value in the transaction. Upon issuance of each class of redeemable convertible preferred stock, the Company assessed the embedded conversion and liquidation features of the shares and determined that such features did not require the Company to separately account for these features. The Company also concluded that no beneficial conversion feature existed on the issuance date of each class of redeemable convertible preferred stock. Prior to the conversion of the Preferred Stock into shares of common stock upon the completion of the IPO in November 2021, the Preferred Stock had the following rights and preferences: Conversion Rights Each share of Preferred Stock is convertible at the option of the holder at any time after the date of issuance. The number of shares of common stock to be issued in the event of a conversion is determined by dividing the original issue price of $0.8675 for the Series Seed Preferred Stock, $1.041 for the Series A Preferred Stock, and $2.172 for the Series B Preferred Stock by the conversion price then in effect. The conversion price for each of the Series Seed Preferred Stock, Series A Preferred Stock, and Series B Preferred Stock was initially $0.8675, $1.041, and $2.172 per share, respectively, subject to adjustment under certain circumstances, including but not limited to certain additional issuances of common shares. The Preferred Stock automatically convert at either (i) the closing of a firm-commitment underwritten public offering resulting in at least $75 million of net proceeds to the Company, upon which all outstanding Preferred Stock shall automatically be converted into common shares, at the then effective Series Seed conversion price, Series A conversion price, or Series B conversion price, respectively or (ii) at the election of the required majority of Preferred Stock holders, upon which all or any portion of the outstanding Preferred Stock shall automatically be converted into common shares, at the then effective Series Seed conversion price, Series A conversion price, and or Series B conversion price, respectively Dividends The holders of Preferred Stock shall be entitled to receive non-cumulative cash dividends, out of any assets legally available therefor, prior and in preference to any declaration or payment of any dividend on shares of common stock (payable other than in common stock or other securities and rights convertible into or entitling the holder thereof to receive, directly or indirectly, additional shares of common stock of the Company) at a rate of eight percent of the applicable original issue price per share of Preferred Stock per annum, payable only when, as and if declared by the Company’s board of directors. The Company shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock of the Company (other than dividends on shares of common stock payable in shares of common stock) unless (in addition to the obtaining of any consents required otherwise by the Company’s restated certificate of incorporation) the holders of Preferred Stock then outstanding shall first receive, or simultaneously receive, in addition to the eight percent non-cumulative dividend described above, a dividend on each outstanding share of Preferred Stock in an amount at least equal to the dividend payable on each share of such class or series determined as if all shares of such class or series had been converted into common stock. No dividends were declared or paid during the years ended December 31, 2021 or 2020. Liquidation Preference Upon liquidation, dissolution, or winding up of business or a deemed liquidation event, the holders of the Preferred Stock shall be entitled to be paid out the greater of (i) the applicable original issue price, plus any dividends declared but unpaid thereon, or (ii) such amount per share as would have been payable had all shares of Preferred Stock been converted into common stock. If, upon any such event, the assets available for distribution are insufficient to satisfy the liquidation payment to holders of Preferred Stock in full, the holders of Preferred Stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full . Voting Rights Except as provided by law or by other provisions of the instruments pursuant to which each series of Preferred Stock was issued, holders of the Preferred Stock and common stockholders’ vote together as one class on an “as-converted basis.” On any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company, each holder of Series Seed Preferred Stock, Series A Preferred Stock, and Series B Preferred Stock is entitled to cast the number of votes equal to the number of whole shares of common stock into which the shares of Series Seed Preferred Stock, Series A Preferred Stock, and Series B Preferred Stock held by such holder are convertible as of the record date for determining shares entitled to vote on such matter. The holders of the shares of Series A Preferred Stock, exclusively and as a separate class, are entitled to elect three directors of the Company. The holders of the shares of Series B Preferred Stock, exclusively and as a separate class, are entitled to elect one director of the Company. The holders of the shares of common stock and Preferred Stock, exclusively and voting together as a single class, are entitled to elect three directors of the Company. Common Stock As of December 31, 2021, the Company’s certificate of incorporation, as amended and restated effective upon the completion of the IPO, authorized the Company to issue 150,000,000 shares of common stock, par value $0.0001 per share. The holders of common stock are entitled to one vote for each share held on all matters submitted to a vote of the stockholders. The holders of common stock do not have any cumulative voting rights. Holders of common stock are entitled to receive ratably any dividends declared by the board of directors out of funds legally available for that purpose, subject to any preferential dividend rights of any outstanding preferred stock. Common stock has no preemptive rights, conversion rights or other subscription rights or redemption or sinking fund provisions. In the event of liquidation, dissolution or winding up, holders of common stock will be entitled to share ratably in all assets remaining after payment of all debts and other liabilities and any liquidation preference of any outstanding preferred stock. As of December 31, 2020, the Company’s certificate of incorporation, as amended and restated, authorized the Company to issue 113,259,306 shares of common stock, par value $0.0001 per share. The holders of common stock are entitled to one vote for each share of common stock. Subject to the payment in full of all preferential dividends to which the holders of the Preferred Stock are entitled, the holders of common stock shall be entitled to receive dividends out of funds legally available. In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Company, after the payment or provision for payment of all debts and liabilities of the Company and all preferential amounts to which the holders of Preferred Stock are entitled with respect to the distribution of assets in liquidation, the holders of common stock shall be entitled to share ratably in the remaining assets of the Company available for distribution . Shares Reserved for Future Issuance The Company has reserved the following shares of common stock for future issuance at December 31: 2021 2020 Exercise of outstanding stock options 3,461,870 1,625,256 Outstanding restricted stock — 11,537 Future awards under the 2021 Plan 2,843,255 — Future awards under the 2021 ESPP 278,762 — Future awards under the 2016 Plan — 360,306 Conversion of redeemable convertible preferred stock — 11,788,435 Total shares of authorized common stock reserved for future issuance 6,583,887 13,785,534 Preferred Stock As of December 31, 2021, the Company was authorized to issue 10,000,000 shares of undesignated preferred stock, $0.0001 par value, in one or more series and to fix the rights, preferences, privileges and restrictions thereof. These rights, preferences and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting, or the designation of, such series, any or all of which may be greater than the rights of common stock. The Company was not authorized to issue any such shares as of December 31, 2020. As of December 31, 2021 , there were no shares of undesignated preferred stock issued or outstanding. |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Stock Based Compensation | |
Stock Based Compensation | 7. Stock-Based Compensation 2021 Plan In September 2021 the Company’s board of directors adopted, and in October 2021 the Company’s stockholders approved, the 2021 Plan, which became effective as of the date immediately prior to the date of the effectiveness of the registration statement for the IPO. The 2021 Plan allows the board of directors to grant to the Company’s officers, employees, directors, and other key persons. In addition, the 2021 Plan includes a provision that allows for an automatic annual increase of 4% in the number of shares of common stock available for issuance under the 2021 Plan. The 2021 Plan replaced the 2016 Plan and no additional awards will be granted under the 2016 Plan following the closing of the IPO. The 2016 Plan will continue to govern the outstanding equity awards granted thereunder. The total number of shares of common stock authorized for issuance under the 2021 Plan as of December 31, 2021 was 3,986,270 shares. There were no shares of common stock authorized for issuance under the 2021 Plan as of December 31, 2020. As of December 31, 2021, the Company had issued only stock options under the 2021 Plan. Stock options issued comprise of service-based awards granted to employees. Vesting of stock options is subject to the recipient’s continued employment or service. 2021 Employee Stock Purchase Plan In September 2021, the Company’s board of directors adopted, and in October 2021 the Company’s stockholders approved, the ESPP, which became effective as of the date immediately prior to the date of the effectiveness of the registration statement for the IPO. The ESPP is administered by the person or persons appointed by the Company’s board of directors for such purpose. The ESPP initially provides participating employees with the opportunity to purchase up to an aggregate of 278,762 shares of common stock. The number of shares of common stock reserved for issuance under the ESPP will automatically increase on January 1st of each year beginning in 2022 and continuing through and including 2031 by the least of (i) 1% of the outstanding number of shares of our common stock of the immediately preceding December 31, (ii) 557,524 shares or (iii) such number of shares as determined by the ESPP administrator. As of December 31, 2021, no offering periods have commenced under the 2021 ESPP and 278,762 shares remained available for issuance. 2016 Plan The 2016 Plan provides for the Company to grant incentive stock options or non-qualified stock options, restricted stock, restricted stock units, and other equity awards to employees, directors, and consultants of the Company. The 2016 Plan is administered by the board of directors of the Company or, at the discretion of the board of directors, by a committee of the board of directors. The exercise prices, vesting, and other restrictions are determined at the discretion of the board of directors, or its committee if so delegated. The 2016 Plan allows for early exercise of all stock option grants if authorized by the board of directors at the time of grant. The shares of common stock issued from the early exercise of stock options are restricted and continue to vest over the original service based vesting condition of the original stock option award. The Company has the option to repurchase any unvested shares at the original purchase price upon any voluntary or involuntary termination. The total number of shares of common stock authorized for issuance under the 2016 Plan as of December 31, 2021 and 2020 was 2,318,855 shares and 1,997,099 shares, respectively. Stock-Based Compensation For the years ended December 31, 2021 and 2020, the Company recorded stock-based compensation expense of $2.5 million and $0.3 million. Stock compensation expense for 2021 and 2020 included less than $0.1 million related to restricted stock in both years and $2.5 million and $0.3 million related to stock options in 2021 and 2020, respectively Stock-based compensation expense recorded as research and development and general and administrative expenses in the consolidated statements of operations is as follows (in thousands): Year Ended December 31, 2021 2020 Research and development expenses $ 878 $ 107 General and administrative expenses 1,648 218 Total $ 2,526 $ 325 Stock Option Valuation The following table presents, on a weighted-average basis, the assumptions used in the Black-Scholes option-pricing model to determine the fair value of stock options granted for the years then ended: December 31, December 31, 2021 2020 Risk‑free interest rate 1.15 % 0.53 % Expected volatility 73 % 75 % Expected dividend yield — — Expected term (in years) 6.01 5.99 Early Exercise of Unvested Stock Options Shares purchased by employees pursuant to the early exercise of stock options are not deemed, for accounting purposes, to be outstanding shares until those shares vest according to their respective vesting schedules. Cash received from employee exercises of unvested options is included in current liabilities on the balance sheet. Amounts recorded are reclassified to common stock and additional paid-in capital as the shares vest. Vesting can occur in the year of exercise and thereafter. There were 111,756 and 27,869 unvested shares related to early exercises of stock options as of December 31, 2021 and December 31, 2020, respectively. In the years ended December 31, 2021 and 2020, the liability associated with the unvested early exercise of stock options was $0.3 million and less than $0.1 million, respectively. Stock Options The following table summarizes the Company’s stock option activity since December 31, 2020: Weighted ‑ Weighted ‑ Average Average Aggregate Number of Exercise Contractual Intrinsic Shares Price Term Value (2) (in years) (in thousands) Outstanding as of December 31, 2020 1,625,256 $ 1.88 Granted 2,311,485 14.67 Exercised (431,687) 2.17 Forfeited (43,184) 3.14 Outstanding as of December 31, 2021 3,461,870 $ 10.38 9.12 $ 26,730 Exercisable as of December 31, 2021 (1) 2,359,876 $ 5.84 8.79 $ 26,730 (1) This represents the number of vested and unvested options exercisable as of December 31, 2021. (2) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the estimated fair value of the common stock for the options that were in the money as of December 31, 2021. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2021 and 2020 was $2.8 million and $0.1 million, while the company received $0.9 million and $0.2 million in proceeds for the exercise of these options, respectively. The weighted-average grant-date fair value of stock options granted during the years ended December 31, 2021 and 2020 was $9.39 per share and $1.56 per share, respectively. As of December 31, 2021, there was $20.9 million of unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a weighted-average period of 3.5 years. Restricted Stock Awards The Company issued restricted stock to its founders and certain officers of the Company. In general, the shares of restricted stock vest over a four-year period, with 25% of the shares vesting after one year, followed by monthly vesting over the remaining three years. If the holders of the above restricted stock cease to have a business relationship with the Company, the Company may reacquire any unvested shares of restricted stock held by these individuals for the original purchase price or fair value, whichever is lower at the time of repurchase. The amounts received to date for the purchase price of restricted stock are immaterial. The unvested shares of restricted stock are not considered outstanding shares for accounting purposes until the shares vest. A summary of unvested restricted stock during the year ended December 31, 2021 is as follows : Weighted ‑ Average Grant ‑ Date Shares Fair Value Unvested as of December 31, 2020 11,537 $ 0.007 Vested (11,537) 0.007 Unvested as of December 31, 2021 — $ — The total fair value of restricted stock vested during each of the years ended December 31, 2021 and 2020 was less than $0.1 million. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Income Taxes | 8. Income Taxes For the years ended December 31, 2021 and 2020, the Company recorded no income tax benefits for the net operating losses incurred or for the research and development tax credits generated in each period, due to its uncertainty of realizing a benefit from those items. All of the Company’s operating losses since inception have been generated in the United States. A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate is as follows: Year Ended December 31, 2021 2020 Federal statutory income tax rate 21.0 % 21.0 % State income taxes, net of federal benefit 6.1 6.2 Federal and state research and development tax credits 3.9 4.0 Non-deductible items (0.3) (0.2) Change in deferred tax asset valuation allowance (30.7) (31.0) Effective income tax rate — % — % Net deferred tax assets as of December 31, 2021 and 2020 consisted of the following (in thousands): December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 25,124 $ 11,214 Research and development tax credit carryforwards 3,237 1,236 Intangible assets 761 432 Salaries and wages — 313 Stock compensation 430 80 Other 137 76 Total deferred tax assets 29,689 13,351 Deferred tax liabilities: Property and equipment (261) (111) Prepaid expenses (485) — Total deferred tax liabilities (746) (111) Valuation allowance (28,943) (13,240) Net deferred tax assets $ — $ — As of December 31, 2021, the Company had federal net operating loss carryforwards of $93.1 million, which may be available to offset future taxable income, of which $3.2 million of the total net operating loss carryforwards expire at various dates beginning in 2036, while the remaining $89.9 million do not expire but are limited in their usage to an annual deduction equal to 80% of annual taxable income. In addition, as of December 31, 2021, the Company had state net operating loss carryforwards of $88.0 million, which may be available to offset future taxable income and expire at various dates beginning in 2036. As of December 31, 2021, the Company also had federal and state research and development tax credit carryforwards of $2.3 million and $1.2 million, respectively, which may be available to reduce future tax liabilities and expire at various dates beginning in 2039 and 2034, respectively. Utilization of the U.S. federal and state net operating loss carryforwards and research and development tax credit carryforwards may be subject to a substantial annual limitation under Section 382 and Section 383 of the Internal Revenue Code of 1986 (Code), and corresponding provisions of state law, due to ownership changes that have occurred previously or that could occur in the future. These ownership changes may limit the amount of carryforwards that can be utilized annually to offset future taxable income and tax liabilities. In general, an ownership change, as defined by Section 382 of the Code, results from transactions increasing the ownership of certain stockholders or public groups in the stock of a corporation by more than 5% over a three-year period. The Company has not conducted a study to assess whether a change of control has occurred or whether there have been multiple changes of control since inception due to the significant complexity and cost associated with such a study. If the Company has experienced a change of control, as defined by Section 382 of the Code, at any time since inception, utilization of the net operating loss carryforwards or research and development tax credit carryforwards may be subject to an annual limitation, which is determined by first multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term tax-exempt rate, and then could be subject to additional adjustments. Any limitation may result in expiration of a portion of the net operating loss carryforwards or research and development tax credit carryforwards before their utilization. Further, until a study is completed by the Company and any limitation is known, no amounts are being presented as an uncertain tax position. The Company has evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets, which consist primarily of net operating loss carryforwards and research and development tax credit carryforwards. Management has considered the Company’s history of cumulative net losses incurred since inception, estimated future taxable income, and prudent and feasible tax planning strategies and has concluded that it is more likely than not that the Company will not realize the benefits of federal and state net deferred tax assets. Accordingly, a full valuation allowance has been established against the net deferred tax assets as of December 31, 2021 and 2020. The Company reevaluates the positive and negative evidence at each reporting period. The valuation allowance increased by $15.7 million and $8.2 million for the year ending December 31, 2021 and 2020, respectively. The increase in the valuation allowance for deferred tax assets during the years ended December 31, 2021 and 2020 related primarily to the increases in net operating loss carryforwards and research and development tax credit carryforwards. The Company assesses the uncertainty in its income tax positions to determine whether a tax position of the Company is more likely than not to be sustained upon examination, including resolution of any related appeals of litigation processes, based on the technical merits of the position. For tax positions meeting the more-likely-than-not threshold, the tax amount recognized in the consolidated financial statements is reduced by the largest benefit that has a greater than 50% likelihood of being realized upon the ultimate settlement with the relevant taxing authority. The Company’s policy is to recognize interest and penalties accrued on any uncertain tax positions as a component of income tax expense, if any, in its consolidated statements of operations. As of December 31, 2021 and 2020, the Company had not recorded any reserves for uncertain tax positions or related interest and penalties. The Company files income tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. Due to net operating losses incurred, the Company’s tax returns from inception to date are subject to examination by the taxing authorities. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies | |
Commitments and Contingencies | 9. Commitments and Contingencies Lease Obligations In March 2019, the Company entered into an operating lease for 7,981 square feet of office and laboratory space with an end date of April 30, 2021 in Boston, Massachusetts. The Company subsequently terminated the operating lease in December 2020 without penalty. In February 2020, the Company entered into an operating lease for 26,235 square feet of office and laboratory space in Boston, Massachusetts. Lease payments commenced in April 2020. The lease is subject to fixed rate escalation increases. The Company recognizes rent expense on a straight-line basis over the expected lease term, which is 5.7 years. The Company began to record rent expense in April 2020 upon gaining access to and control of the space. Deferred rent is amortized as a reduction in rent expense over the term of the lease. In addition, upon execution of the lease, the Company paid a security deposit of approximately $0.5 million, which is recorded as a component of other assets in the accompanying consolidated balance sheets as of December 31, 2021 and 2020. The Company has the option to terminate the lease after November 30, 2023 without penalty. In June 2021, the Company entered into amendments to the operating lease for 8,631 square feet of additional office and laboratory space at its location in Boston, Massachusetts. The term of the amendments begin between July 2021 and March 2022 and run co-terminus with the existing lease. The Company has the same option to terminate the lease after November 30, 2023 without penalty. The Company was required to increase its total security deposit to $0.8 million as of the commencement date of the amendments. The Company recorded $6.0 million and $1.9 million of rent expense for the years ended December 31, 2021 and 2020, respectively. The minimum aggregate future lease commitments at December 31, 2021, are as follows (in thousands): Years Ending December 31, 2022 $ 8,526 2023 8,384 Total future lease payments $ 16,910 License Agreement In 2017, the Company entered into an option agreement with a third party, in which the Company obtained an option to license all patents and patent applications specified in the agreement, involving work related to specified invention disclosures, and arising out of that sponsored research agreement entered into between the Company and such third party pursuant to which the Company sponsored certain discovery programs conducted by the third party. In 2018, the Company entered into a definitive license agreement with the third party in which the third party granted the Company an exclusive worldwide, sublicensable license to certain intellectual property under certain patent rights to research, develop, and otherwise commercialize a product generated from the licensed intellectual property. The Company concluded the assets acquired did not meet the accounting definition of a business as inputs, but no processes or outputs were acquired with the licenses. As the inputs that were acquired along with the licenses do not constitute a “business,” the transaction has been accounted for as an asset acquisition under ASC 730. As of the date of the license agreement, the assets acquired had no alternative future use and the assets had not reached a stage of technological feasibility. The Company paid an upfront research fee of $0.4 million, paid in two installments of $0.2 million on June 30, 2019 and June 30, 2020, respectively, which were accrued and recognized as research and development expense in 2018. The Company agreed to pay an annual license maintenance fee for the license of less than $0.1 million for each contract year, beginning the third year of the contract until the first commercial contract year. The Company also issued a total of 86,558 shares of common stock pursuant to the 2018 agreement, which were recorded at fair value at the date of issuance of $0.2 million. Should the Company pursue specified research, development, and commercial activities related to the above technology, the Company would be obligated to make milestone payments up to $2.6 million for each of the first three licensed products to achieve each milestone. The triggering of these milestone payments was not considered probable as of the transaction date, and no expense has been recorded for these milestones as of December 31, 2021 and 2020. In addition, the third party will receive tiered royalty payments on the applicable licensed program and platform products at a percentage ranging in single-digit royalties of net sales subject to reductions and offsets in certain circumstances, as well as a royalty on sublicensed consideration ranging from low to mid double-digit percentages of non-royalty sublicensing consideration. The Company concluded any milestone or royalty payments under the agreement were not probable as of December 31, 2021 and 2020. For each of the years ended December 31, 2021 and 2020, the Company reimbursed the third-party for patent costs of $0.1 million. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2021 | |
Employee Benefit Plan | |
Employee Benefit Plan | 10. Employee Benefit Plan The Company has a defined-contribution plan under Section 401(k) of the Code (401(k) Plan). The 401(k) Plan covers all employees who meet defined minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. As currently established, the Company is not required to make, and to date has not made, any contributions to the 401(k) Plan. |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2021 | |
Net Loss per Share | |
Net Loss per Share | 11. Net Loss per Share Basic and diluted net loss per share attributable to common stockholders was calculated as follows (in thousands, except share and per share amounts): Year Ended December 31, 2021 2020 Numerator: Net loss attributable to common stockholders $ (51,158) $ (26,523) Denominator: Weighted‑average common shares outstanding, basic and diluted 6,267,776 1,105,260 Net loss per share attributable to common stockholders, basic and diluted $ (8.16) $ (24.00) Common Stock Equivalents The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: Year Ended December 31, 2021 2020 Redeemable convertible preferred stock (as converted to common stock) — 11,788,435 Unvested restricted common stock — 11,537 Unvested shares from early exercises 111,756 27,869 Stock options to purchase common stock 3,461,870 1,625,256 3,573,626 13,453,097 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events | |
Subsequent Events | 12. Subsequent Events For the year ended December 31, 2021, subsequent events were evaluated through the date on which these consolidated financial statements were issued to determine if such events should be reflected in these consolidated financial statements . The Company has concluded that no subsequent events have occurred that require disclosure. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Basis Of Presentation | Basis of Presentation The accompanying consolidated financial statements reflect the operations of the Company and have been prepared in conformity with generally accepted accounting principles in the United States of America (GAAP). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the ASC and Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB). |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include those of the Company and its wholly-owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to accrual and prepayment of research and development expenses and stock-based compensation. The Company bases its estimates on historical experience, known trends, and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, as there are changes in circumstances, facts, and experience. Changes in estimates are recorded in the period in which they become known. Actual results may differ from those estimates or assumptions. |
Segment Information | Segment Information The Company manages its operations as a single 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 assessing performance and making operating decisions. All of the Company's long-lived assets are located in the United States. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of standard checking accounts and money market account funds that invest primarily in U.S. government-backed securities and treasuries. The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash equivalents are stated at cost, which is substantially equivalent to fair value. As of December 31, 2021 and 2020, the Company has no restricted cash. |
Concentrations of Credit Risk and Off-Balance Sheet Risk | Concentrations of Credit Risk and Off-Balance Sheet Risk Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash equivalents. Periodically, the Company may maintain deposits in financial institutions in excess of government insured limits. Management believes that the Company is not exposed to significant credit risk as the Company’s deposits are held at financial institutions that management believes to be of high credit quality, and the Company has not experienced any losses on these deposits. |
Fair Value Measurements | Fair Value Measurements ASC Topic 820, Fair Value Measurement Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the assets or liability and are developed based on the best information available under the circumstances. ASC 820 identifies fair value as the price that would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tiered value hierarchy that distinguishes between the following: ● Level 1—Quoted prices in active markets for identical assets or liabilities. ● Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. ● Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies, and similar techniques. To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair values requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized as Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. There have been no changes to the valuation methods utilized by the Company during the years ended December 31, 2021 and 2020. The Company evaluates transfers between levels at the end of each reporting period. There were no transfers of financial instruments between levels during the years ended December 31, 2021 and 2020. The carrying amounts of accounts payable and accrued expenses approximate their fair values due to their short-term nature. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation expense is recognized using the straight line method over the estimated useful life of each asset as follows: Estimated Useful Life Laboratory equipment 5 years Computer equipment 3 years Furniture and fixtures 5 years Leasehold improvements Lesser of estimated useful life or remaining lease term Costs for capital assets not yet placed into service are capitalized as construction-in-progress and depreciated once placed into service. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in other (expense) income. Expenditures for repairs and maintenance that do not improve or extend the life of the respective assets are expensed in operations as incurred. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates its long-lived assets, which consist primarily of property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. There were no impairment losses recognized during the years ended December 31, 2021 and 2020. |
Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred Stock The Company recorded redeemable convertible preferred stock at fair value upon issuance, net of any issuance costs. The Company classified stock that was redeemable in circumstances outside of the Company’s control outside of permanent equity. No accretion was recognized as the contingent events that could give rise to redemption were not deemed probable. |
Deferred Offering Costs | Deferred Offering Costs The Company capitalizes incremental legal, professional accounting and other third-party fees that are incurred in the course of preparing for a financing as other non-current assets until the offering is consummated. At the time of the completion of the offering, the costs are reclassified as a reduction of the proceeds of the financing as part of additional paid-in-capital. Should the offering be terminated, deferred offering costs are charged to operations during the period in which the offering is terminated. |
Contingencies | Contingencies The Company records liabilities for legal and other contingencies when information available to the Company indicates that it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. Legal costs in connection with legal and other contingencies are expensed as costs are incurred. No liabilities for legal and other contingencies were accrued as of December 31, 2021 and 2020. |
Indemnification Agreements | Indemnification Agreements In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, contract research organizations (CROs), business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors and its executive officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. The Company has not incurred any material costs as a result of such indemnifications and is not currently aware of any indemnification claims. |
Rent Expense | Rent Expense The Company’s real estate operating lease provides for scheduled annual rent increases throughout the lease term. In accordance with ASC Topic 840, Leases |
Research and Development Costs | Research and Development Costs Research and development costs are charged to expense as incurred. Research and development costs consist of direct and allocated costs incurred in performing research and development activities, including salaries and bonuses, stock-based compensation, employee benefits, facilities costs, third-party license fees related to technology with no alternative future use, laboratory supplies, depreciation, manufacturing expenses, preclinical expenses, consulting and other contracted services. Costs for certain research and development activities are recognized based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the consolidated financial statements as prepaid or accrued research and development. |
Patent Costs | Patent Costs All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses. |
Stock-Based Compensation | Stock-Based Compensation The Company’s stock-based compensation program allows for grants of stock options and restricted stock awards. Grants are awarded to employees and non-employees, including the Company’s board of directors. The Company accounts for its stock-based compensation in accordance with ASC Topic 718, Compensation-Stock Compensation The Company’s stock-based compensation awards are subject to service-based vesting conditions. Compensation expense related to awards to employees, directors and non-employees with service-based vesting conditions is recognized on a straight-line basis based on the grant date fair value over the associated service period of the award, which is generally the vesting term. Black-Scholes requires inputs based on certain subjective assumptions, including (i) the expected stock price volatility, (ii) the expected term of the award, (iii) the risk-free interest rate and (iv) expected dividends. The Company determines the expected volatility using a blended approach encompassing its historical experience and the historical volatility of a peer group of comparable publicly traded companies with product candidates in similar stages of development to the Company’s product candidates. Prior to the Company’s IPO, there was no public market for its common stock, and consequently, the estimated fair value of its common stock was determined by the board of directors as of the date of each option grant, with input from management, considering third-party valuations of its common stock as well as its board of directors’ assessment of additional objective and subjective factors that it believed were relevant and which may have changed from the date of the most recent third-party valuation through the date of the grant. These third-party valuations were performed in accordance with the guidance outlined in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation Subsequent to the Company’s IPO, the fair value of the common stock underlying the stock-based awards is the closing price of the Company’s common stock on the date of grant. Restricted common stock awards are subject to service based vesting and repurchase rights. Accordingly, the Company has recorded the proceeds from the issuance of restricted stock as a liability in the consolidated balance sheets. This restricted stock liability is reclassified into stockholders’ (deficit) equity as the restricted stock vests. The Company classifies stock-based compensation expense in its consolidated statements of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. |
Income Taxes | Income Taxes Income taxes are recorded in accordance with FASB ASC Topic 740, Income Taxes financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by first evaluating the tax position to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. The Company accounts for interest and penalties related to uncertain tax positions as part of its provision for income taxes. |
Net Loss per Share | Net Loss per Share The Company follows the two-class method when computing net loss per share, as the Company has issued shares that meet the definition of participating securities. The two-class method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. During periods of loss, there is no allocation required under the two-class method since the participating securities do not have a contractual obligation to fund the losses of the Company. Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net loss attributable to common stockholders is computed by adjusting net loss attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net loss per share attributable to common stockholders is computed by dividing the diluted net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of common stock equivalents. Given that the Company recorded a net loss for each of the periods presented, there is no difference between basic and diluted net loss per share since the effect of common stock equivalents would be antidilutive and are, therefore, excluded from the diluted net loss per share calculation. |
Emerging Growth Company Status | Emerging Growth Company Status The Company qualifies as an “emerging growth company” (EGC), as defined in the Jumpstart Our Business Startups Act (JOBS Act) and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. The Company may take advantage of these exemptions until it is no longer an EGC under Section 107 of the JOBS Act, which provides that an EGC can take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards. The Company has elected to avail itself of the extended transition period and, therefore, while the Company is an EGC it will not be subject to new or revised accounting standards the same time that they become applicable to other public companies that are not EGCs, unless it chooses to early adopt a new or revised accounting standard. As a result of this election, the consolidated financial statements may not be comparable to companies that comply with public company FASB standards’ effective dates. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard-setting bodies that the Company adopts as of the specified effective date. The Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected not to “opt out” of the extended transition related to complying with new or revised accounting standards, which means that when a standard is issued or revised and it has different application dates for public and non-public companies, the Company can adopt the new or revised standard at the time non-public companies adopt the new or revised standard and can do so until such time that the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company. The Company may choose to early adopt any new or revised accounting standards whenever such early adoption is permitted for non-public companies. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its consolidated financial statements and disclosures. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which supersedes all existing lease guidance. This guidance offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. The new standard requires lessees to recognize an operating lease with a term greater than one year on their balance sheets as a right-of-use asset and corresponding lease liability, measured at the present value of the lease payments. Lessees are required to classify leases as either finance or operating leases. If the lease is effectively a financed-purchase by the lessee, the lease is classified as a financing lease; otherwise the lease is classified as an operating lease. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. Topic 842 provides accounting guidance for transactions that meet specific criteria for a leaseback transaction. If the criteria are not met, the transaction is considered a “failed sale” and the transaction must be accounted for as a financing arrangement. For EGCs, such as the Company, ASU 2016-02, as amended, will be effective for annual reporting periods beginning after December 15, 2021 and interim periods within those fiscal years, with early adoption permitted. For public entities, ASU No. 2016-02 was effective for annual periods beginning after December 15, 2018, including interim periods within these annual periods. The Company is currently evaluating the full impact that the adoption of ASU 2016-02 is expected to have on its consolidated financial statements; however, the adoption of ASU 2016-02 will require the recognition at the adoption date of both a lease liability, based on the present value of future lease payments, and a corresponding right-to-use asset, which the Company expects to be material. The future lease payment obligation as of December 31, 2021 is disclosed in Note 9, Commitments and Contingencies. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Summary of estimated useful life | Estimated Useful Life Laboratory equipment 5 years Computer equipment 3 years Furniture and fixtures 5 years Leasehold improvements Lesser of estimated useful life or remaining lease term |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurements | |
Schedule of fair value hierarchy for assets and liabilities measured at fair value on recurring basis | The following tables present the Company’s fair value hierarchy for its assets and liabilities that are measured at fair value on a recurring basis and indicate the level within the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value (in thousands): Fair Value Measurements at December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents Money market funds $ 290,814 $ — $ — $ 290,814 Total $ 290,814 $ — $ — $ 290,814 Fair Value Measurements at December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Cash equivalents Money market funds $ 38,795 $ — $ — $ 38,795 Total $ 38,795 $ — $ — $ 38,795 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property and Equipment, Net | |
Schedule of Property and equipment, Net | Property and equipment, net consisted of the following at December 31 (in thousands): 2021 2020 Laboratory equipment $ 5,988 $ 2,121 Furniture and fixtures 96 18 Computer equipment 37 22 Leasehold improvements 1,556 1,253 Total property, plant and equipment 7,677 3,414 Less: Accumulated depreciation (1,416) (377) Property, plant and equipment, net $ 6,261 $ 3,037 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Expenses and Other Current Liabilities | |
Schedule of accrued expenses and other current liabilities | Accrued expenses and other current liabilities consisted of the following at December 31 (in thousands): 2021 2020 Employee compensation and benefits $ 4,077 $ 1,482 External research and development expenses 1,032 125 General and administrative professional service expenses 419 35 Other 485 115 Total accrued expenses and other current liabilities $ 6,013 $ 1,757 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock, Common Stock and Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Redeemable Convertible Preferred Stock, Common Stock and Preferred Stock | |
Schedule of Preferred Stock | December 31, 2020 Preferred Stock Common Stock Preferred Stock Issued and Carrying Liquidation Issuable Upon Authorized Outstanding Value Preference Conversion Series Seed preferred stock 2,420,746 2,420,746 $ 2,061 $ 2,100 334,547 Series A preferred stock 82,879,139 82,879,139 79,597 86,277 11,453,888 85,299,885 85,299,885 $ 81,658 $ 88,377 11,788,435 |
Schedule of shares reserved for future issuance | 2021 2020 Exercise of outstanding stock options 3,461,870 1,625,256 Outstanding restricted stock — 11,537 Future awards under the 2021 Plan 2,843,255 — Future awards under the 2021 ESPP 278,762 — Future awards under the 2016 Plan — 360,306 Conversion of redeemable convertible preferred stock — 11,788,435 Total shares of authorized common stock reserved for future issuance 6,583,887 13,785,534 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stock Based Compensation | |
Schedule of Stock-based compensation expense | Stock-based compensation expense recorded as research and development and general and administrative expenses in the consolidated statements of operations is as follows (in thousands): Year Ended December 31, 2021 2020 Research and development expenses $ 878 $ 107 General and administrative expenses 1,648 218 Total $ 2,526 $ 325 |
Schedule of assumptions used in the Black-Scholes option-pricing model to determine the fair value of stock options granted | December 31, December 31, 2021 2020 Risk‑free interest rate 1.15 % 0.53 % Expected volatility 73 % 75 % Expected dividend yield — — Expected term (in years) 6.01 5.99 |
Summary of the stock option activity | Weighted ‑ Weighted ‑ Average Average Aggregate Number of Exercise Contractual Intrinsic Shares Price Term Value (2) (in years) (in thousands) Outstanding as of December 31, 2020 1,625,256 $ 1.88 Granted 2,311,485 14.67 Exercised (431,687) 2.17 Forfeited (43,184) 3.14 Outstanding as of December 31, 2021 3,461,870 $ 10.38 9.12 $ 26,730 Exercisable as of December 31, 2021 (1) 2,359,876 $ 5.84 8.79 $ 26,730 (1) This represents the number of vested and unvested options exercisable as of December 31, 2021. (2) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the estimated fair value of the common stock for the options that were in the money as of December 31, 2021. |
Summary of unvested restricted stock | Weighted ‑ Average Grant ‑ Date Shares Fair Value Unvested as of December 31, 2020 11,537 $ 0.007 Vested (11,537) 0.007 Unvested as of December 31, 2021 — $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Schedule of reconciliation of U.S. federal statutory income tax rate to effective income tax rate | Year Ended December 31, 2021 2020 Federal statutory income tax rate 21.0 % 21.0 % State income taxes, net of federal benefit 6.1 6.2 Federal and state research and development tax credits 3.9 4.0 Non-deductible items (0.3) (0.2) Change in deferred tax asset valuation allowance (30.7) (31.0) Effective income tax rate — % — % |
Schedule of net deferred tax assets | Net deferred tax assets as of December 31, 2021 and 2020 consisted of the following (in thousands): December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 25,124 $ 11,214 Research and development tax credit carryforwards 3,237 1,236 Intangible assets 761 432 Salaries and wages — 313 Stock compensation 430 80 Other 137 76 Total deferred tax assets 29,689 13,351 Deferred tax liabilities: Property and equipment (261) (111) Prepaid expenses (485) — Total deferred tax liabilities (746) (111) Valuation allowance (28,943) (13,240) Net deferred tax assets $ — $ — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies | |
Schedule of minimum aggregate future lease commitments | The minimum aggregate future lease commitments at December 31, 2021, are as follows (in thousands): Years Ending December 31, 2022 $ 8,526 2023 8,384 Total future lease payments $ 16,910 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Net Loss per Share | |
Schedule of basic and diluted net loss per share attributable to common stockholders | Basic and diluted net loss per share attributable to common stockholders was calculated as follows (in thousands, except share and per share amounts): Year Ended December 31, 2021 2020 Numerator: Net loss attributable to common stockholders $ (51,158) $ (26,523) Denominator: Weighted‑average common shares outstanding, basic and diluted 6,267,776 1,105,260 Net loss per share attributable to common stockholders, basic and diluted $ (8.16) $ (24.00) |
Schedule of antidilutive securities excluded from computation of net loss per share | Year Ended December 31, 2021 2020 Redeemable convertible preferred stock (as converted to common stock) — 11,788,435 Unvested restricted common stock — 11,537 Unvested shares from early exercises 111,756 27,869 Stock options to purchase common stock 3,461,870 1,625,256 3,573,626 13,453,097 |
Nature of the Business (Details
Nature of the Business (Details) $ / shares in Units, $ in Thousands | Oct. 22, 2021 | Nov. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($)shares |
Subsidiary, Sale of Stock [Line Items] | ||||
Gross proceeds from issuance of common stock | $ 190,691 | |||
Redeemable convertible preferred stock, shares issued upon conversion | shares | 19,185,183 | 11,788,435 | ||
Reverse stock split ratio | 0.1382 | |||
Net loss | 51,158 | $ 26,523 | ||
Accumulated deficit | 93,669 | 42,511 | ||
Cash and cash equivalents | $ 291,064 | $ 39,045 | ||
IPO | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Aggregate shares issued and sold | shares | 10,436,250 | |||
Stock price | $ / shares | $ 20 | |||
Gross proceeds from issuance of common stock | $ 208,700 | |||
Net proceeds from issuance of common stock | $ 190,700 | |||
Redeemable convertible preferred stock, shares issued upon conversion | shares | 19,185,183 | |||
Over-Allotment Option | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Shares issued | shares | 1,361,250 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Estimated useful life (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Laboratory equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Computer equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies | ||
Assets transferred from Level 1 to Level 2 | $ 0 | $ 0 |
Assets transferred from Level 2 to Level 1 | 0 | 0 |
Liabilities transferred from Level 1 to Level 2 | 0 | 0 |
Liabilities transferred from Level 2 to Level 1 | 0 | 0 |
Transfer of assets into (out of) level 3 | 0 | 0 |
Transfer of liabilities into (out of) level 3 | 0 | 0 |
Impairment losses | 0 | 0 |
Accrued liabilities for legal and other contingencies | 0 | 0 |
Restricted cash | $ 0 | $ 0 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Cash equivalents | $ 291,100 | $ 39,000 |
Recurring | ||
Assets: | ||
Total | 290,814 | 38,795 |
Recurring | Money market funds | ||
Assets: | ||
Cash equivalents | 290,814 | 38,795 |
Recurring | Level 1 | ||
Assets: | ||
Total | 290,814 | 38,795 |
Recurring | Level 1 | Money market funds | ||
Assets: | ||
Cash equivalents | $ 290,814 | $ 38,795 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 7,677 | $ 3,414 |
Less: Accumulated depreciation | (1,416) | (377) |
Property, plant and equipment, net | 6,261 | 3,037 |
Depreciation expense | 1,117 | 326 |
Laboratory equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 5,988 | 2,121 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 96 | 18 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 37 | 22 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 1,556 | $ 1,253 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued Expenses and Other Current Liabilities | ||
Employee compensation and benefits | $ 4,077 | $ 1,482 |
External research and development expenses | 1,032 | 125 |
General and administrative professional service expenses | 419 | 35 |
Other | 485 | 115 |
Total accrued expenses and other current liabilities | $ 6,013 | $ 1,757 |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Stock, Common Stock and Preferred Stock - Redeemable Convertible Preferred Stock (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Nov. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Redeemable Convertible Preferred Stock, Common Stock and Preferred Stock | ||||
Preferred Stock Authorized | 0 | 85,299,885 | ||
Preferred Stock Issued | 0 | 85,299,885 | ||
Preferred stock outstanding | 0 | 85,299,885 | 37,269,149 | |
Carrying Value | $ 81,658 | $ 31,816 | ||
Liquidation Preference | $ 88,377 | |||
Common stock issuable upon conversion | 19,185,183 | 11,788,435 | ||
Series Seed redeemable convertible preferred stock | ||||
Redeemable Convertible Preferred Stock, Common Stock and Preferred Stock | ||||
Preferred Stock Authorized | 2,420,746 | |||
Preferred Stock Issued | 2,420,746 | |||
Preferred stock outstanding | 2,420,746 | |||
Carrying Value | $ 2,061 | |||
Liquidation Preference | $ 2,100 | |||
Common stock issuable upon conversion | 334,547 | |||
Series A Redeemable Convertible Preferred Stock | ||||
Redeemable Convertible Preferred Stock, Common Stock and Preferred Stock | ||||
Preferred Stock Authorized | 82,879,139 | |||
Preferred Stock Issued | 82,879,139 | |||
Preferred stock outstanding | 82,879,139 | |||
Carrying Value | $ 79,597 | |||
Liquidation Preference | $ 86,277 | |||
Common stock issuable upon conversion | 11,453,888 |
Redeemable Convertible Prefer_4
Redeemable Convertible Preferred Stock, Common Stock and Preferred Stock - Redeemable Convertible Preferred Stock - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 29, 2021 | Aug. 12, 2020 | Jan. 22, 2020 | Dec. 14, 2018 | May 16, 2017 | Mar. 03, 2017 | Oct. 27, 2016 | May 16, 2017 | Dec. 31, 2021 | Dec. 31, 2020 |
Redeemable Convertible Preferred Stock, Common Stock and Preferred Stock | ||||||||||
Proceeds from issue of redeemable convertible preferred stock | $ 115,831 | $ 49,842 | ||||||||
Series Seed redeemable convertible preferred stock | ||||||||||
Redeemable Convertible Preferred Stock, Common Stock and Preferred Stock | ||||||||||
Shares issued | 1,152,737 | 576,368 | 691,641 | |||||||
Purchase price (in dollars Per share} | $ 0.8675 | $ 0.8675 | $ 0.8675 | $ 0.8675 | $ 0.8675 | |||||
Proceeds from issue of redeemable convertible preferred stock | $ 1,000 | $ 500 | $ 600 | |||||||
Series Seed redeemable convertible preferred stock | Maximum | ||||||||||
Redeemable Convertible Preferred Stock, Common Stock and Preferred Stock | ||||||||||
Issuance costs | $ 100 | |||||||||
Series A Redeemable Convertible Preferred Stock | ||||||||||
Redeemable Convertible Preferred Stock, Common Stock and Preferred Stock | ||||||||||
Shares issued | 24,015,368 | 24,015,368 | 24,015,368 | 48,030,736 | ||||||
Purchase price (in dollars Per share} | $ 1.041 | $ 1.041 | $ 1.041 | $ 1.041 | ||||||
Proceeds from issue of redeemable convertible preferred stock | $ 25,000 | $ 25,000 | $ 25,000 | |||||||
Aggregate shares issued | 34,848,403 | |||||||||
Issuance costs | $ 100 | |||||||||
Shares issued in satisfaction of principal and interest on convertible notes | 10,833,035 | |||||||||
Convertible notes outstanding | $ 9,000 | |||||||||
Shares issuable upon achievement of certain specified milestones | 24,015,368 | |||||||||
Series A Redeemable Convertible Preferred Stock | Maximum | ||||||||||
Redeemable Convertible Preferred Stock, Common Stock and Preferred Stock | ||||||||||
Issuance costs | $ 100 | |||||||||
Series B Redeemable Convertible Preferred Stock | ||||||||||
Redeemable Convertible Preferred Stock, Common Stock and Preferred Stock | ||||||||||
Shares issued | 53,522,099 | 53,522,099 | ||||||||
Purchase price (in dollars Per share} | $ 2.172 | $ 2.172 | ||||||||
Proceeds from issue of redeemable convertible preferred stock | $ 116,200 | |||||||||
Issuance costs | $ 400 |
Redeemable Convertible Prefer_5
Redeemable Convertible Preferred Stock, Common Stock and Preferred Stock - Conversion Right and Dividends (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||||
Dec. 31, 2021 | Dec. 31, 2020 | Mar. 29, 2021 | Aug. 12, 2020 | Jan. 22, 2020 | Dec. 14, 2018 | May 16, 2017 | Mar. 03, 2017 | Oct. 27, 2016 | |
Redeemable Convertible Preferred Stock, Common Stock and Preferred Stock | |||||||||
Dividend rate (as a percent) | 8.00% | ||||||||
Dividends preferred stock | $ 0 | $ 0 | |||||||
Minimum | |||||||||
Redeemable Convertible Preferred Stock, Common Stock and Preferred Stock | |||||||||
Threshold net proceeds from qualified public offering. | $ 75,000 | ||||||||
Series Seed redeemable convertible preferred stock | |||||||||
Redeemable Convertible Preferred Stock, Common Stock and Preferred Stock | |||||||||
Purchase price (in dollars Per share} | $ 0.8675 | $ 0.8675 | $ 0.8675 | $ 0.8675 | |||||
Preferred stock, convertible, conversion price (in dollars per share) | 0.8675 | ||||||||
Series A Redeemable Convertible Preferred Stock | |||||||||
Redeemable Convertible Preferred Stock, Common Stock and Preferred Stock | |||||||||
Purchase price (in dollars Per share} | 1.041 | $ 1.041 | $ 1.041 | $ 1.041 | |||||
Preferred stock, convertible, conversion price (in dollars per share) | 1.041 | ||||||||
Series B Redeemable Convertible Preferred Stock | |||||||||
Redeemable Convertible Preferred Stock, Common Stock and Preferred Stock | |||||||||
Purchase price (in dollars Per share} | 2.172 | $ 2.172 | |||||||
Preferred stock, convertible, conversion price (in dollars per share) | $ 2.172 |
Redeemable Convertible Prefer_6
Redeemable Convertible Preferred Stock, Common Stock and Preferred Stock - Voting Rights (Details) | Dec. 31, 2021Vote |
Redeemable Convertible Preferred Stock, Common Stock and Preferred Stock | |
Number of directors entitled to be elected | 3 |
Series A Redeemable Convertible Preferred Stock | |
Redeemable Convertible Preferred Stock, Common Stock and Preferred Stock | |
Number of directors entitled to be elected | 3 |
Series B Redeemable Convertible Preferred Stock | |
Redeemable Convertible Preferred Stock, Common Stock and Preferred Stock | |
Number of directors entitled to be elected | 1 |
Redeemable Convertible Prefer_7
Redeemable Convertible Preferred Stock, Common Stock and Preferred Stock - Common Stock and Preferred Stock (Details) | Dec. 31, 2021Vote$ / sharesshares | Dec. 31, 2020$ / sharesshares |
Redeemable Convertible Preferred Stock, Common Stock and Preferred Stock | ||
Common Stock Authorized (shares) | 150,000,000 | 113,259,306 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Number of votes | Vote | 1 | |
Future awards | 6,583,887 | 13,785,534 |
Preferred stock, shares authorized | 10,000,000 | |
Preferred stock, par value | $ / shares | $ 0.0001 | |
Preferred stock shares issued | 0 | |
Preferred stock shares outstanding | 0 |
Redeemable Convertible Prefer_8
Redeemable Convertible Preferred Stock, Common Stock and Preferred Stock - Shares Reserved for Future Issuance (Details) - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Redeemable Convertible Preferred Stock, Common Stock and Preferred Stock | ||
Total shares of authorized common stock reserved for future issuance | 6,583,887 | 13,785,534 |
2021 Plan | ||
Redeemable Convertible Preferred Stock, Common Stock and Preferred Stock | ||
Total shares of authorized common stock reserved for future issuance | 2,843,255 | |
2021 Employee Stock Purchase Plan | ||
Redeemable Convertible Preferred Stock, Common Stock and Preferred Stock | ||
Total shares of authorized common stock reserved for future issuance | 278,762 | |
2016 Stock Plan | ||
Redeemable Convertible Preferred Stock, Common Stock and Preferred Stock | ||
Total shares of authorized common stock reserved for future issuance | 360,306 | |
Stock options | ||
Redeemable Convertible Preferred Stock, Common Stock and Preferred Stock | ||
Total shares of authorized common stock reserved for future issuance | 3,461,870 | 1,625,256 |
Restricted Stock Awards | ||
Redeemable Convertible Preferred Stock, Common Stock and Preferred Stock | ||
Total shares of authorized common stock reserved for future issuance | 11,537 | |
Redeemable convertible preferred stock | ||
Redeemable Convertible Preferred Stock, Common Stock and Preferred Stock | ||
Total shares of authorized common stock reserved for future issuance | 11,788,435 |
Stock Based Compensation (Detai
Stock Based Compensation (Details) - shares | 1 Months Ended | 12 Months Ended | |
Oct. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Future awards | 6,583,887 | 13,785,534 | |
2016 Stock Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Future awards | 360,306 | ||
Stock authorized for issuance | 2,318,855 | 1,997,099 | |
2021 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Additional number of shares granted | 0 | ||
Maximum term of options | 10 years | ||
Vesting period | 4 years | ||
Future awards | 2,843,255 | ||
Stock authorized for issuance | 3,986,270 | 0 | |
Shares annual increase as percentage | 4.00% | ||
2021 Employee Stock Purchase Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Future awards | 278,762 | ||
2021 Employee Stock Purchase Plan | ESPP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares remaining available for future issuance | 557,524 | ||
Stock authorized for issuance | 278,762 | 278,762 | |
Shares annual increase as percentage | 1.00% |
Stock Based Compensation - Comp
Stock Based Compensation - Compensation expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 2,526 | $ 325 |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 2,500 | 300 |
Restricted Stock Awards | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 100 | 100 |
Research and development expenses | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 878 | 107 |
General and administrative expenses | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 1,648 | $ 218 |
Stock Based Compensation - Stoc
Stock Based Compensation - Stock Option Valuation (Details) - Stock options | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Assumptions used to determine the fair value of stock options granted | ||
Risk-free interest rate (as percentage) | 1.15% | 0.53% |
Expected volatility (as percentage) | 73.00% | 75.00% |
Expected term (in years) | 6 years 3 days | 5 years 11 months 26 days |
Stock Based Compensation - Earl
Stock Based Compensation - Early Exercise of Unvested Stock Options (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Stock Based Compensation | ||
Unvested shares related to early exercises of stock options | 111,756 | 27,869 |
Unvested early exercises of stock options | $ 0.3 | $ 0.1 |
Stock Based Compensation - St_2
Stock Based Compensation - Stock option activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Shares | ||
Exercisable (in shares) | 111,756 | 27,869 |
Aggregate Intrinsic Value | ||
Proceeds from exercise of stock options | $ 410 | $ 213 |
Stock options | ||
Number of Shares | ||
Outstanding at beginning of period (in shares) | 1,625,256 | |
Granted (in shares) | 2,311,485 | |
Exercised (in shares) | (431,687) | |
Forfeited (in shares) | (43,184) | |
Outstanding at end period (in shares) | 3,461,870 | 1,625,256 |
Exercisable (in shares) | 2,359,876 | |
Weighted Average Exercise Price | ||
Weighted-Average Exercise Price Outstanding at beginning period (in dollars per share) | $ 1.88 | |
Weighted Average Exercise Price Granted (in dollars per share) | 14.67 | |
Weighted Average Exercise Price Exercised (in dollars per share) | 2.17 | |
Weighted Average Exercise Price Forfeited (in dollars per share) | 3.14 | |
Weighted Average Exercise Price Outstanding at end period (in dollars per share) | 10.38 | $ 1.88 |
Weighted Average Exercise Price Exercisable | $ 5.84 | |
Weighted Average Contractual Term (in years) | ||
Weighted Average Contractual Term, Outstanding (in years) | 9 years 1 month 13 days | |
Weighted Average Contractual Term, Exercisable (in dollars per share) | 8 years 9 months 14 days | |
Aggregate Intrinsic Value | ||
Aggregate Intrinsic Value Outstanding | $ 26,730 | |
Aggregate Intrinsic Value, Exercisable | 26,730 | |
Aggregate intrinsic value of stock options exercised | 2,800 | $ 100 |
Proceeds from exercise of stock options | $ 900 | $ 200 |
Weighted-average grant-date fair value of stock options granted | $ 9.39 | $ 1.56 |
Unrecognized compensation cost | $ 20,900 | |
Unrecognized compensation cost, weighted-average period for recognition | 3 years 6 months |
Stock Based Compensation - Rest
Stock Based Compensation - Restricted Stock Awards (Details) - Restricted Stock Awards - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stock-based compensation | ||
Vesting period | 4 years | |
Shares | ||
Unvested balance, at beginning of period (in shares) | 11,537 | |
Vested (in shares) | (11,537) | |
Unvested balance, at end of period (in shares) | 11,537 | |
Weighted- Average Grant -Date Fair Value | ||
Weighted- Average Grant -Date Fair Value Unvested balance, at beginning of period (in dollars per share) | $ 0.007 | |
Vested (in dollars per share) | $ 0.007 | |
Weighted- Average Grant -Date Fair Value Unvested balance, at end of period (in dollars per share) | $ 0.007 | |
Maximum | ||
Additional information | ||
Total fair value of restricted stock vested | $ 0.1 | $ 0.1 |
Shares vesting after one year | ||
Stock-based compensation | ||
Vesting period | 1 year | |
Vesting percentage | 25.00% | |
Shares vesting after three year | ||
Stock-based compensation | ||
Vesting period | 3 years |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes | ||
Income tax benefits | $ 0 | $ 0 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of U.S. federal statutory income tax rate (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Federal statutory income tax rate | 21.00% | 21.00% |
State income taxes, net of federal benefit | 6.10% | 6.20% |
Federal and state research and development tax credits | 3.90% | 4.00% |
Nondeductible items | (0.30%) | (0.20%) |
Change in deferred tax asset valuation allowance | (30.70%) | (31.00%) |
Effective income tax rate |
Income Taxes - Net deferred tax
Income Taxes - Net deferred tax assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 25,124 | $ 11,214 |
Research and development tax credit carryforwards | 3,237 | 1,236 |
Intangible assets | 761 | 432 |
Salaries and wages | 313 | |
Stock compensation | 430 | 80 |
Other | 137 | 76 |
Total deferred tax assets | 29,689 | 13,351 |
Deferred tax liabilities: | ||
Property and equipment | (261) | (111) |
Prepaid expenses | (485) | |
Total deferred tax liabilities | (746) | (111) |
Valuation allowance | (28,943) | (13,240) |
Net deferred tax assets |
Income Taxes - Operating loss c
Income Taxes - Operating loss carryforwards (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Income tax benefits | $ 0 | $ 0 |
Net operating loss carryforwards subject to expiration | 3,200 | |
Net operating loss carryforwards limited in usage | 89,900 | |
Uncertain tax position | 0 | |
Research and development tax credit carryforwards | ||
Operating Loss Carryforwards [Line Items] | ||
Increase in valuation allowance | 15,700 | $ 8,200 |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | 93,100 | |
Tax credit carryforwards | 2,300 | |
State | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | 88,000 | |
Tax credit carryforwards | $ 1,200 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Jun. 30, 2021USD ($)ft² | Feb. 29, 2020ft² | Mar. 31, 2019ft² | |
Commitments and Contingencies | |||||
Rent expense | $ 6 | $ 1.9 | |||
Office and laboratory space in Boston, Massachusetts | |||||
Commitments and Contingencies | |||||
Area of office and laboratory space | ft² | 26,235 | 7,981 | |||
Lease term | 5 years 8 months 12 days | ||||
Office and laboratory space in Boston, Massachusetts | Other non-current assets | |||||
Commitments and Contingencies | |||||
Security deposit | $ 0.5 | $ 0.5 | |||
Additional office and laboratory space in Boston, Massachusetts | |||||
Commitments and Contingencies | |||||
Area of office and laboratory space | ft² | 8,631 | ||||
Additional office and laboratory space in Boston, Massachusetts | Other non-current assets | |||||
Commitments and Contingencies | |||||
Security deposit | $ 0.8 |
Commitments and Contingencies -
Commitments and Contingencies - Minimum aggregate future lease commitments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Commitments and Contingencies | |
2022 | $ 8,526 |
2023 | 8,384 |
Total future lease payments | $ 16,910 |
Commitments and Contingencies_3
Commitments and Contingencies - License Agreement (Details) $ in Thousands | 12 Months Ended | 13 Months Ended | ||
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2018USD ($)installmentitemshares | Jun. 30, 2020USD ($) | |
Commitments and Contingencies | ||||
Research and development expense | $ 35,926 | $ 21,102 | ||
Expense relating to milestone obligation | 0 | 0 | ||
License agreement with a third-party | ||||
Commitments and Contingencies | ||||
Upfront research fees | $ 400 | $ 200 | ||
Number of installments | installment | 2 | |||
Value of assets purchased (in shares) | shares | 86,558 | |||
Value of assets purchased | $ 200 | |||
Potential milestone payment obligation | $ 2,600 | |||
Number of licensed products | item | 3 | |||
Patent costs | 100 | $ 100 | ||
License agreement with a third-party | Maximum | ||||
Commitments and Contingencies | ||||
Annual license maintenance fee | $ 100 |
Net Loss per Share (Details)
Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | ||
Net loss attributable to common stockholders | $ (51,158) | $ (26,523) |
Denominator: | ||
Weighted-average common shares outstanding, basic (in shares) | 6,267,776 | 1,105,260 |
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (8.16) | $ (24) |
Numerator: | ||
Net loss attributable to common stockholders | $ (51,158) | $ (26,523) |
Denominator: | ||
Weighted-average common shares outstanding, diluted (in shares) | 6,267,776 | 1,105,260 |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (8.16) | $ (24) |
Net Loss per Share - Antidiluti
Net Loss per Share - Antidilutive securities (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Net Loss per Share | ||
Antidilutive securities excluded from common stock | 3,573,626 | 13,453,097 |
Redeemable convertible preferred stock | ||
Net Loss per Share | ||
Antidilutive securities excluded from common stock | 11,788,435 | |
Unvested restricted common stock | ||
Net Loss per Share | ||
Antidilutive securities excluded from common stock | 11,537 | |
Unvested shares from early exercises | ||
Net Loss per Share | ||
Antidilutive securities excluded from common stock | 111,756 | 27,869 |
Stock options | ||
Net Loss per Share | ||
Antidilutive securities excluded from common stock | 3,461,870 | 1,625,256 |