Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 24, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001733257 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Period End Date | Dec. 31, 2021 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
ICFR Auditor Attestation Flag | false | ||
Entity File Number | 001-40227 | ||
Entity Registrant Name | FINCH THERAPEUTICS GROUP, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 82-3433558 | ||
Entity Address, Address Line One | 200 Inner Belt Road | ||
Entity Address, Address Line Two | Suite 400 | ||
Entity Address, City or Town | Somerville | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 02143 | ||
City Area Code | 617) | ||
Local Phone Number | 229-6499 | ||
Title of 12(b) Security | Common Stock, $0.001 par value per share | ||
Trading Symbol | FNCH | ||
Security Exchange Name | NASDAQ | ||
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 | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 47,532,573 | ||
Entity Public Float | $ 354.9 | ||
Documents Incorporated by Reference | Portions of the registrant’s proxy statement for the 2022 annual meeting of stockholders to be filed pursuant to Regulation 14A within 120 days after the registrant’s fiscal year ended December 31, 2021, are incorporated by reference in Part III of this Form 10-K. | ||
Auditor Name | Deloitte & Touche LLP | ||
Auditor Location | Boston, Massachusetts | ||
Auditor Firm ID | 34 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 133,481 | $ 99,710 |
Accounts receivable | 494 | 1,034 |
Due from related party | 0 | 61 |
Prepaid expenses and other current assets | 8,576 | 5,359 |
Total current assets | 142,551 | 106,164 |
Property and equipment, net | 19,635 | 7,004 |
Operating right-of-use assets | 5,053 | 0 |
In-process research and development | 32,900 | 32,900 |
Goodwill | 18,057 | 18,057 |
Deferred initial public offering costs | 0 | 1,013 |
Restricted cash, non-current | 2,268 | 0 |
Other assets | 4,905 | 200 |
TOTAL ASSETS | 225,369 | 165,338 |
CURRENT LIABILITIES: | ||
Accounts payable | 3,737 | 2,621 |
Accrued expenses and other current liabilities | 9,925 | 5,228 |
Operating lease liabilities, current | 1,128 | 0 |
Due to related party | 0 | 266 |
Deferred revenue, current portion | 0 | 3,371 |
Total current liabilities | 14,790 | 11,486 |
Deferred tax liability | 3,461 | 3,461 |
Deferred revenue, net of current portion | 0 | 10,260 |
Loan payable | 0 | 1,808 |
Deferred rent | 0 | 766 |
Operating lease liabilities, non-current | 4,887 | 0 |
Other liabilities | 7 | 221 |
Total liabilities | 23,145 | 28,002 |
COMMITMENTS AND CONTINGENCIES (Note 9) | ||
Redeemable convertible preferred stock | 233,054 | |
STOCKHOLDERS’ EQUITY (DEFICIT): | ||
Common stock, $0.001 par value; 200,000,000 and 598,232,153 shares authorized as of December 31, 2021 and December 31, 2020, respectively; 47,512,182 and 8,391,793 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively | 47 | 8 |
Additional paid-in capital | 363,172 | 7,109 |
Accumulated deficit | (160,995) | (102,835) |
Total stockholders’ equity (deficit) | 202,224 | (95,718) |
TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) | 225,369 | 165,338 |
Series A Redeemable Convertible Preferred Stock | ||
CURRENT LIABILITIES: | ||
Redeemable convertible preferred stock | 0 | 53,593 |
Series B Redeemable Convertible Preferred Stock | ||
CURRENT LIABILITIES: | ||
Redeemable convertible preferred stock | 0 | 36,336 |
Series C Redeemable Convertible Preferred Stock | ||
CURRENT LIABILITIES: | ||
Redeemable convertible preferred stock | 0 | 53,221 |
Series D Redeemable Convertible Preferred Stock | ||
CURRENT LIABILITIES: | ||
Redeemable convertible preferred stock | $ 0 | $ 89,904 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Temporary equity, shares authorized | 451,427,842 | |
Temporary equity, shares issued | 31,253,609 | |
Temporary Equity Shares Outstanding | 31,253,609 | |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 598,232,153 |
Common stock, shares, issued | 47,512,182 | 8,391,793 |
Common stock, shares, outstanding | 47,512,182 | 8,391,793 |
Series A Redeemable Convertible Preferred Stock | ||
Temporary equity, par value | $ 0.001 | $ 0.001 |
Temporary equity, shares authorized | 0 | 167,496,750 |
Temporary equity, shares issued | 0 | 11,596,280 |
Temporary Equity Shares Outstanding | 0 | 11,596,280 |
Series B Redeemable Convertible Preferred Stock | ||
Temporary equity, par value | $ 0.001 | $ 0.001 |
Temporary equity, shares authorized | 0 | 74,620,739 |
Temporary equity, shares issued | 0 | 5,166,203 |
Temporary Equity Shares Outstanding | 0 | 5,166,203 |
Series C Redeemable Convertible Preferred Stock | ||
Temporary equity, par value | $ 0.001 | $ 0.001 |
Temporary equity, shares authorized | 0 | 109,604,994 |
Temporary equity, shares issued | 0 | 7,588,254 |
Temporary Equity Shares Outstanding | 0 | 7,588,254 |
Series D Redeemable Convertible Preferred Stock | ||
Temporary equity, par value | $ 0.001 | $ 0.001 |
Temporary equity, shares authorized | 0 | 99,705,359 |
Temporary equity, shares issued | 0 | 6,902,872 |
Temporary Equity Shares Outstanding | 0 | 6,902,872 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
REVENUE: | ||
Total revenue | $ 18,532 | $ 7,719 |
OPERATING EXPENSES: | ||
Research and development | (57,279) | (33,144) |
General and administrative | (21,238) | (14,011) |
Total operating expenses | (78,517) | (47,155) |
Net loss from operations | (59,985) | (39,436) |
OTHER INCOME, NET: | ||
Gain on extinguishment of PPP Loan | 1,827 | |
Interest income | 22 | 106 |
Gain (loss) on disposal of fixed assets | 28 | (13) |
Other (expense) income, net | (52) | 2 |
Total other income, net | 1,825 | 95 |
Loss before income taxes | (58,160) | (39,341) |
Income tax provision | 0 | 0 |
Net loss | (58,160) | (39,341) |
Net loss attributable to common stockholders - basic and diluted (Note 15) | $ (58,160) | $ (39,341) |
Net loss per share attributable to common stockholders—basic and diluted | $ (1.48) | $ (4.83) |
Weighted-average common stock outstanding—basic and diluted | 39,202,086 | 8,144,855 |
Collaboration Revenue | ||
REVENUE: | ||
Total revenue | $ 18,532 | $ 7,376 |
Royalty Revenue From Related Party | ||
REVENUE: | ||
Total revenue | $ 0 | $ 343 |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit - USD ($) $ in Thousands | Total | Series A Redeemable Convertible Preferred Stock | Series B Redeemable Convertible Preferred Stock | Series C Redeemable Convertible Preferred Stock | Series D Redeemable Convertible Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning Balance at Dec. 31, 2019 | $ (59,535) | $ 8 | $ 3,951 | $ (63,494) | ||||
Beginning Balance, Shares at Dec. 31, 2019 | 11,596,280 | 5,166,203 | 7,588,254 | |||||
Beginning Balance at Dec. 31, 2019 | $ 53,593 | $ 36,336 | $ 53,221 | |||||
Beginning Balance at Dec. 31, 2019 | 7,778,552 | |||||||
Issuance of series D redeemable convertible preferred stock, net of issuance costs of $96 | 59 | $ 89,904 | ||||||
Issuance of series D redeemable convertible preferred stock net of issuance costs of $96 share | 6,902,872 | |||||||
Exercise of common stock options | (59) | |||||||
SHARES, Exercised | shares | (65,881) | |||||||
Vesting of restricted stock, Shares | 547,360 | |||||||
Vesting of restricted stock | 8 | 8 | ||||||
Stock-based compensation | 3,091 | 3,091 | ||||||
Net loss | $ (39,341) | 39,341 | ||||||
Ending Balance , Shares at Dec. 31, 2020 | 31,253,609 | 11,596,280 | 5,166,203 | 7,588,254 | 6,902,872 | |||
Ending Balance at Dec. 31, 2020 | $ 233,054 | $ 53,593 | $ 36,336 | $ 53,221 | $ 89,904 | |||
Ending Balance, Shares at Dec. 31, 2020 | 8,391,793 | |||||||
Ending Balance at Dec. 31, 2020 | (95,718) | $ 8 | 7,109 | (102,835) | ||||
Exercise of common stock options | (181) | (181) | ||||||
SHARES, Exercised | shares | (155,821) | |||||||
Stock-based compensation | 4,161 | 4,161 | ||||||
Conversion of redeemable convertible preferred stock into common stock upon initial public offering, Shares | 11,596,280 | (5,166,203) | 7,588,254 | 6,902,872 | ||||
Conversion of redeemable convertible preferred stock into common stock initial public offering | $ 53,593 | $ 36,336 | $ 53,221 | $ 89,904 | ||||
Conversion of redeemable convertible preferred stock into common stock upon initial public offering, shares | 31,253,609 | |||||||
Conversion of redeemable convertible preferred stock into common stock upon initial public offering | 233,053 | $ 31 | 233,022 | |||||
Initial public offering, net of underwriting discounts, commissions and net of offering costs of $11,786 | 7,500,000 | |||||||
Initial public offering, net of underwriting discounts, commissions and net of offering costs of $11,786 | $ 115,714 | $ 8 | $ 115,706 | |||||
Underwriters' exercise of overallotment option, net of underwriting discounts, commissions and initial public offering costs of $276, Shares | 192,877 | |||||||
Underwriters' exercise of overallotment option, net of underwriting discounts, commissions and initial public offering costs of $276 | 3,003 | 3,003 | ||||||
Shares repurchased for cashless exercise | $ 10 | $ 1,221 | $ 10 | |||||
Exercise of common stock warrants | 19,303 | |||||||
Net loss | $ (58,160) | (58,160) | ||||||
Ending Balance , Shares at Dec. 31, 2021 | 0 | 0 | 0 | 0 | ||||
Ending Balance at Dec. 31, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Ending Balance, Shares at Dec. 31, 2021 | 47,512,182 | |||||||
Ending Balance at Dec. 31, 2021 | $ 202,224 | $ 47 | $ 363,172 | $ (160,995) |
Consolidated Statements of Re_2
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stock issuance costs | $ 2,659 | $ 249 |
Initial Public Offering | ||
Initial public offering costs | 11,786 | |
OverAllotment Option | ||
Initial public offering costs | $ 276 | |
Redeemable Convertible Preferred Stock, $0.001 Par Value, Series A | ||
Temporary equity, par value | $ 0.001 | $ 0.001 |
Redeemable Convertible Preferred Stock, $0.001 Par Value, Series B | ||
Temporary equity, par value | 0.001 | 0.001 |
Redeemable Convertible Preferred Stock, $0.001 Par Value, Series C | ||
Temporary equity, par value | 0.001 | $ 0.001 |
Redeemable Convertible Preferred Stock, $0.001 Par Value, Series D | ||
Stock issuance costs | $ 96 | |
Temporary equity, par value | $ 0.001 | $ 0.001 |
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 | $ (58,160) | $ (39,341) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 2,301 | 790 |
Stock-based compensation expense | 4,161 | 3,099 |
Gain on extinguishment of PPP Loan | (1,808) | 0 |
(Gain) loss on sale of property and equipment | (28) | 13 |
Other non-cash operating lease cost | 913 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 540 | 143 |
Due from related party | 61 | 3,507 |
Prepaid expenses and other current assets | (3,217) | (3,665) |
Other non-current assets | (4,689) | 0 |
Accounts payable | 2,261 | 440 |
Accrued expenses and other current liabilities | 5,435 | 481 |
Due to related party | (266) | (68) |
Deferred revenue | (13,631) | 2,963 |
Deferred rent | 0 | 309 |
Operating lease liabilities | (1,006) | 0 |
Net cash used in operating activities | (67,133) | (31,329) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (15,983) | (2,633) |
Proceeds from sale of property and equipment | 62 | 0 |
Net cash used in investing activities | (15,921) | (2,633) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from initial public offering, net of underwriting discounts, commissions and offering costs | 118,576 | 0 |
Proceeds from issuance of Series D convertible preferred stock | 0 | 90,000 |
Payment of Series D redeemable convertible preferred stock issuance costs | 0 | (96) |
Proceeds from underwriters' exercise of overallotment option, net of underwriting discounts and commissions and initial public offering costs | 3,049 | 0 |
Principal payments on finance lease obligation | (27) | (47) |
Proceeds from exercise of stock options, net | 171 | 59 |
Proceeds from PPP Loan | 0 | 1,808 |
Payment of deferred offering costs | (2,659) | (249) |
Net cash provided by financing activities | 119,110 | 91,475 |
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 36,056 | 57,513 |
Cash, cash equivalents and restricted cash at beginning of period | 99,909 | 42,396 |
Cash, cash equivalents and restricted cash at end of period | 135,965 | 99,909 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 9 | 11 |
Cash paid in connection with operating lease liabilities | 1,434 | 0 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Property and equipment in accounts payable and accrued liabilities | 381 | 1,398 |
Conversion of redeemable convertible preferred stock into common stock | 233,053 | 0 |
Operating right-of-use assets obtained in exchange for new operating leases upon adoption of ASC 842 | 5,965 | 0 |
Deferred initial public offering costs in AP and accruals | $ 0 | $ 764 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Statement Of Cash Flows [Abstract] | ||
Cash and cash equivalents | $ 133,481 | $ 99,710 |
Restricted cash | 2,484 | 199 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Including Disposal Group and Discontinued Operations, Total | $ 135,965 | $ 99,909 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Nature of Operations | 1. NATURE OF OPERATIONS Business Finch Therapeutics Group, Inc. (the “Company” or “FTG”) was incorporated in 2017 as a Delaware corporation. The Company was formed as a result of a merger and recapitalization of Finch Therapeutics, Inc. (“Finch”) and Crestovo Holdings LLC (“Crestovo”) in September 2017 (the “Merger”), in which the former owners of Finch and Crestovo were issued equivalent stakes in the newly formed company, FTG. Crestovo was renamed Finch Therapeutics Holdings LLC in November 2020 (“Finch Holdings”). Finch and Finch Holdings are both wholly-owned subsidiaries of FTG. The Company is a clinical-stage microbiome therapeutics company leveraging its Human-First Discovery platform to develop a novel class of orally administered biological drugs. It is developing novel therapeutics designed to deliver missing microbes and their clinically relevant biochemical functions to correct dysbiosis and the diseases that emerge from it. The Company’s Human-First Discovery platform uses reverse translation to identify diseases of dysbiosis and to design microbiome therapeutics that address them. Its lead product candidate, CP101, is an orally administered complete microbiome therapeutic in development for the prevention of recurrent Clostridioides difficile infection, or CDI. Initial Public Offering On March 18, 2021, the Company completed its initial public offering (“IPO”) in which the Company issued and sold 7,500,000 shares of its common stock at a public offering price of $ 17.00 per share, for aggregate gross proceeds of $ 127.5 million and proceeds of $ 115.7 million after deducting underwriting discounts and commissions of $ 8.9 million and offering costs of $ 2.9 million. On April 20, 2021, the Company issued 192,877 additional shares of common stock, pursuant to the underwriters’ partial exercise of their overallotment option, at a public offering price of $ 17.00 per share for aggregate gross proceeds of $ 3.3 million and net proceeds of $ 3.0 million after deducting underwriting discounts, commissions and offering costs. In connection with the IPO, the Company’s board of directors (the “Board”) and stockholders approved an amended and restated certificate of incorporation to, among other things, effect a one-for-14.444 reverse stock split of the Company’s issued and outstanding shares of common stock and redeemable convertible preferred stock, as well as to effect a proportional adjustment to the existing conversion ratios for the Company’s redeemable convertible preferred stock. The reverse stock split was effected on March 12, 2021. Accordingly, all share and per share amounts of common stock for all periods presented in the accompanying audited consolidated financial statements and notes thereto have been retroactively adjusted, where applicable, to reflect this reverse stock split and adjustment of preferred stock conversion ratios. Upon the closing of the IPO, all of the then-outstanding shares of redeemable convertible preferred stock automatically converted into 31,253,609 shares of common stock at the applicable conversion ratio then in effect. Subsequent to the closing of the IPO, there were no shares of convertible preferred stock outstanding. Risks and Uncertainties The Company is subject to a number of risks similar to other companies in its industry, including rapid technological change, the risk that its products will fail to demonstrate efficacy in clinical trials, uncertainty of market acceptance of its products, competition from larger pharmaceutical and biotechnology companies and dependence on key personnel. The extent of the impact of the COVID-19 pandemic on the Company’s business, operations and clinical development timelines and plans remains uncertain, and will depend on certain developments, including the duration and spread of the outbreak, including with respect to variants of the virus, and its impact on clinical trial enrollment, trial sites, contract research organizations, contract manufacturing organizations, and other third parties with whom the Company does business, as well as its impact on regulatory authorities and its key scientific and management personnel. While the Company is experiencing limited financial impacts at this time, given the global economic slowdown, the overall disruption of global healthcare systems and the other risks and uncertainties associated with the pandemic, the Company’s business, financial condition and results of operations ultimately could be materially adversely affected. The Company continues to closely monitor the COVID-19 pandemic as it evolves its business continuity plans, clinical development plans and response strategy. At this time, it is unknown how long the adverse conditions associated with the COVID-19 pandemic will last and what the complete financial effect will be to the Company. Liquidity The Company has incurred recurring losses since its inception, including net losses of $ 58.2 million and $ 39.3 million for the years ended December 31, 2021 and 2020, respectively. In addition, as of December 31, 2021, the Company had an accumulated deficit of $ 161.0 million . The Company expects to continue to generate operating losses for the foreseeable future as it continues to develop its product candidates. The Company expects that its cash and cash equivalents of $ 133.5 million as of December 31, 2021, will be sufficient to fund its operating expenses and capital expenditure requirements for at least twelve months beyond the date of issuance the annual consolidated financial statements. The Company will not generate any future revenue from product sales unless and until it successfully completes clinical development and obtains regulatory approval for one or more of its product candidates. If the Company obtains regulatory approval for any of its product candidates, it expects to incur significant expenses related to developing its internal commercialization capability to support manufacturing, product sales, marketing and distribution. As a result, the Company will need substantial additional funding to support its operating activities as it advances its product candidates through clinical development, seeks regulatory approval, and if any of its product candidates are approved, proceeds to commercialization. Until such time as the Company can generate significant revenue from product sales, if ever, the Company expects to finance its operating activities through a combination of equity offerings, debt financings, and license and development agreements in connection with any future collaborations. Adequate funding may not be available to the Company on acceptable terms, or at all. If the Company is unable to obtain funding, the Company will be forced to delay, reduce or eliminate some or all of its research and development programs, product portfolio expansion or commercialization efforts, which could adversely affect its business prospects, or the Company may be unable to continue operations. Although management continues to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company to fund continuing operations, if at all . |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The accompanying consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the operations of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses, and the disclosure of contingent assets and liabilities as of and during the reporting period. The Company bases its estimates and assumptions on historical experience when available and on various factors that it believes to be reasonable under the circumstances. This process may result in actual results differing materially from those estimated amounts used in the preparation of the financial statements if these results differ from historical experience, or other assumptions do not turn out to be substantially accurate, even if such assumptions are reasonable when made. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the pattern and method of recognizing revenue, the accrual of research and development costs, and the annual assessment of impairment of goodwill and in-process research and development assets. The Company assesses estimates on an ongoing basis; however, actual results could materially differ from those estimates. Fair Value Measurements Certain assets and liabilities are reported on a recurring basis at fair value. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company has no assets or liabilities classified as Level 3 on its consolidated balance sheets as of December 31, 2021 and 2020 . Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. The Company maintains its cash in bank deposit accounts which, at times, may exceed the federal insurance limit. The Company’s cash equivalents, which are funds held in a money market account, are measured at fair value on a recurring basis. The carrying amount of cash and cash equivalents was $ 133.5 million and $ 99.7 million as of December 31, 2021 and 2020, respectively, which approximates fair value and was determined based upon Level 1 inputs. The money market account is valued using quoted market prices with no valuation adjustments applied and is categorized as Level 1. Restricted Cash The Company had restricted cash of $ 2.5 million and $ 0.2 million as of December 31, 2021 and 2020, respectively, primarily related to a security deposit on its operating leases for its offices in Somerville and Charlestown, Massachusetts for the year ended December 31, 2021, and for its operating lease for its offices in Somerville, Massachusetts for the year ended December 31, 2020. This is included in restricted cash, non-current and other assets on the Company’s consolidated balance sheets. Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash equivalents. The Company may maintain deposits in financial institutions in excess of government insured limits. The Company believes that it is not exposed to significant credit risk as its 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. As of December 31, 2021 and 2020, the Company’s cash and cash equivalents were held with one financial institution. The Company believes that the market risk arising from its holdings of these financial instruments is mitigated based on the fact that many of these securities are either government-backed or of high credit rating. Accounts Receivable Accounts receivable are carried at the invoiced amount less an allowance for doubtful accounts. Doubtful accounts are provided for on the basis of anticipated collection losses. The estimated losses are determined from historical collection experience and a review of outstanding accounts receivable. A receivable is considered past due if the Company has not received payment within the stated payment terms. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Based on historical receipts and collections history, management has determined that an allowance for doubtful accounts is not necessary as of December 31, 2021 and 2020. Property and Equipment Property and equipment are recorded at cost. Expenditures for repairs and maintenance are expensed as incurred, while any additions or improvements are capitalized. When assets are retired or disposed of, the assets and related accumulated depreciation are derecognized from the accounts, and any resulting gain or loss is included in the determination of net loss. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets as follows: ESTIMATED USEFUL LIFE Computer equipment and software 3 years Laboratory equipment 5 years Office furniture 5 years Leasehold improvements Shorter of useful life or lease term Goodwill and In-Process Research and Development Goodwill is the amount by which the cost of the acquired net assets in a business combination exceeds the fair value of the identifiable net assets on the date of purchase or valuation. The Company accounts for goodwill in accordance with ASC Topic 350, Intangibles—Goodwill and Other . Acquired In-Process Research and Development (“IPR&D”) represents the fair value assigned to research and development assets that the Company acquired that had not been completed at the date of acquisition and is accounted for as an indefinite lived intangible asset in accordance with ASC Topic 350, Intangibles—Goodwill and Other . The value assigned to the acquired IPR&D is determined by estimating the costs to develop the acquired technology into commercially viable products, estimating the resulting revenue from the projects, and discounting the net cash flows to present value. The Company’s IPR&D is comprised of Crestovo’s research and development asset related to CP101, which was acquired in the Merger. Goodwill and IPR&D are evaluated for impairment annually on October 1, or more frequently if events or changes in circumstances indicate that the asset might be impaired. Factors the Company considers important, on an overall company basis, that could trigger an impairment review include significant underperformance relative to historical or projected future operating results, significant changes in the Company’s use of the acquired asset or the strategy for its overall business, significant negative industry or economic trends, a significant decline in the Company’s stock price for a sustained period, or a reduction of its market capitalization relative to net book value. To conduct impairment tests of goodwill, the fair value of the Company’s single reporting unit is compared to its carrying value. If the reporting unit’s carrying value exceeds its fair value, the Company records an impairment loss to the extent that the carrying value of goodwill exceeds its fair value. The Company’s annual assessments for impairment of goodwill as of October 1, 2021 and October 1, 2020 indicated that the fair value of its reporting unit exceeded the carrying value of the reporting unit. To conduct impairment tests of IPR&D, the fair value of the IPR&D asset is compared to its carrying value. If the carrying value exceeds its fair value, the Company records an impairment loss to the extent that the carrying value of the IPR&D project exceeds its fair value. The Company estimates the fair value of IPR&D using discounted cash flow valuation models, which require the use of significant estimates and assumptions, including but not limited to, estimating the timing of and expected costs to complete the in-process projects, projecting regulatory approvals, estimating future cash flows from product sales resulting from completed projects and in-process projects, and developing appropriate discount rates. The Company’s annual assessment for impairment of IPR&D indicated that the fair value of its IPR&D asset as of October 1, 2021 and October 1, 2020 exceeded the respective carrying value. Any impairments are recognized as a loss in the year the goodwill and/or IPR&D are determined to be impaired. Impairment of IPR&D is recorded as research and development expense and impairment of goodwill is recorded separately as a loss in other income (expense) on the Company’s consolidated statements of operations. To date, no impairment loss has been recognized. Additionally, there has been no change to the carrying value of goodwill and IPR&D for the years ended December 31, 2021 and 2020. Deferred Initial Public Offering Costs The Company capitalizes certain legal, professional, accounting and other third-party fees that are directly associated with in-process equity issuances as deferred initial public offering costs until such equity issuances are consummated. After consummation of the equity issuance, these costs are recorded as a reduction in the capitalized amount associated with the equity issuance. Should the equity issuance be abandoned, the deferred initial public offering costs will be expensed immediately as a charge to operating expenses in the consolidated statement of operations and comprehensive loss. On March 18, 2021, the Company completed the IPO; accordingly, the Company recognized the deferred initial public offering costs of approximately $ 2.9 million as a reduction from gross proceeds associated with the IPO through additional paid-in capital in the accompanying consolidated balance sheet. On April 20, 2021, the Company issued 192,877 additional shares of common stock, pursuant to the underwriters’ partial exercise of their overallotment option, and the Company recognized offering costs of less than $ 0.1 million as a reduction from gross proceeds associated with the overallotment through additional paid-in capital in the accompanying consolidated balance sheet. Accordingly, there were no deferred offering costs as of December 31, 2021 . Deferred offering costs on the accompanying consolidated balance sheet as of December 31, 2020 were $ 1.0 million. Leases In February 2016, the FASB issued ASU 2016-02, Leases ( ASC 842 ) , as subsequently amended, which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors), and replaces the existing guidance in ASC 840, Leases. The FASB subsequently issued amendments to ASC 842, which have the same effective date of January 1, 2019: (i) ASU 2018-10, Codification Improvements to Topic 842, Leases , which amends certain narrow aspects of the guidance issued in ASU 2016-02; and (ii) ASU 2018-11, Leases (Topic 842): Targeted Improvements , which allows for a transition approach to initially apply ASU 2016-02 at the adoption date and not restate prior periods presented. ASC 842 requires lessees to classify leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine the recognition pattern of lease expense over the term of the lease. The Company adopted ASC 842 during the quarter ended December 31, 2021, with an effective date of January 1, 2021, using the modified retrospective approach and utilizing the effective date as its date of initial application. As a result, prior period financial statements continue to be presented in accordance with ASC 840. The adoption of this standard resulted in the recognition of operating lease right-of-use assets of $ 5.8 million and current and noncurrent operating lease liabilities of $ 0.9 million and $ 5.9 million, respectively, and the derecognition of deferred rent liabilities and unamortized lease incentives of $ 0.8 million and $ 0.2 million, respectively, on the Company’s Balance Sheets as of January 1, 2021 relating to its office leases in Somerville, MA. The adoption of this standard did not have a significant impact on the Company’s consolidated Statements of Operations or Statements of Cash Flows. Prior to January 1, 2021, the Company accounted for leases under Accounting Standards Codification 840, Leases (‘‘ASC 840’’). At lease inception, the Company determined if an arrangement was an operating or capital lease. For operating leases, the Company recognized rent expense, inclusive of rent escalations, holidays and lease incentives, on a straight-line basis over the lease term. The difference between rent expense recorded and the amount paid was recorded as deferred rent. The Company presented lease incentives as deferred rent and amortized the incentives as a reduction to rent expense on a straight-line basis over the lease term. The Company classified deferred rent as current and noncurrent liabilities based on the portion of the deferred rent that was scheduled to mature within the next twelve months. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement including the use of an identified asset(s) and the Company’s control over the use of that identified asset. The Company classifies leases with a term greater than one year as either operating or finance leases at the lease commencement date and records a right-of-use (“ROU”) asset and current and non-current lease liabilities, as applicable on the balance sheet. The Company elected, as allowed under ASC 842, to not recognize leases with a lease term of one year or less on its balance sheet. When an option to extend the lease exists, a determination is made whether that option is reasonably certain of exercise based on economic factors present at the measurement date and as circumstances may change. The Company measures and records its lease liabilities based on the present value of lease payments over the expected remaining lease term. The present value of future lease payments are discounted using the interest rate implicit in the lease contracts if that rate is readily available. As the implicit rate has not historically been readily determinable, the Company utilizes its incremental borrowing rate (“IBR”), which reflects the fixed rate at which the Company could borrow on a collateralized basis over a similar term to fund the amount of lease payments to be made in a similar economic environment. Management determines the appropriate IBR to use based on the Company’s credit standing and market environment at lease commencement. The Company measures its ROU assets as the lease liability plus initial direct costs and prepaid lease payments, less lease incentives granted by the lessor. In accordance with ASC 842, components of a lease should be split into three categories: lease components (e.g. land, building, etc.) , non-lease components (e.g. common area maintenance, consumables, etc.), and non-components (e.g. property taxes, insurance, etc.). The fixed and in-substance fixed contract consideration (including any consideration related to non-components) must be allocated, based on the respective relative fair values, to the lease components and non-lease components. However, the Company has elected to account for lease and non-lease components together as a single lease component for all underlying assets and allocate all of the contract consideration to the lease component only. After lease commencement and the establishment of a ROU asset and operating lease liability, lease expense is recorded on a straight-line basis over the lease term. Variable costs associated with a lease, such as maintenance and utilities, are not included in the measurement of the lease liabilities and right-of-use assets but rather are expensed when the events determining the amount of variable consideration to be paid have occurred. When a lease is modified and the modification is not accounted for as a separate contract, the Company remeasures its ROU assets and lease liabilities. A modification is accounted for as a separate contract if the modification grants the Company an additional right of use not included in the original lease arrangement and the increase in lease payments is commensurate with the additional right of use. The Company assesses its right-of-use assets for impairment in a manner consistent with its assessment for long-lived assets held and used in operations. Impairment of Long-lived Assets The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset 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 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 assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. To date, no impairments have been recognized for these assets. Research and Development Expenses Research and development costs are charged to expense as incurred. Research and development costs consist of expenses incurred in performing research and development activities, including salaries and benefits, materials and supplies, preclinical expenses, stock-based compensation expense, depreciation of equipment, contract services, facilities, and other outside expenses. Costs for external development activities are recognized based on an evaluation of the progress to completion of specific tasks using information provided to the Company by its vendors. Payments for these activities are 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 expense or accrued research and development expense. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses and expensed as the related goods are delivered or the services are performed. Segment Information Operating segments are identified as components of an enterprise about which separate discrete financial information is made available for evaluation by the chief operating decision maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The CODM is the Company’s Chief Executive Officer. The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. Redeemable Convertible Preferred Stock In connection with the IPO, the Board and stockholders approved an amended and restated certificate of incorporation to, among other things, effect a one-for-14.444 reverse stock split of the Company’s issued and outstanding shares of common stock and redeemable convertible preferred stock, as well as to effect a proportional adjustment to the existing conversion ratios for the Company’s redeemable convertible preferred stock. The reverse stock split was effected on March 12, 2021. Accordingly, all share and per share amounts of common stock for all periods presented in the accompanying audited consolidated financial statements and notes thereto have been retroactively adjusted, where applicable, to reflect this reverse stock split and adjustment of preferred stock conversion ratios. Upon the closing of the IPO, all of the then-outstanding shares of redeemable convertible preferred stock automatically converted into 31,253,609 shares of common stock at the applicable conversion ratio then in effect. Subsequent to the closing of the IPO, there were no shares of convertible preferred stock outstanding. Stock-based Compensation The Company accounts for all stock-based payment awards granted to employees and non-employees as stock-based compensation expense at fair value. The Company’s stock-based payments are comprised of stock options. The measurement date for employee awards is the date of grant, and stock-based compensation costs are recognized as expense over the employees’ requisite service period, which is the vesting period, on a straight-line basis. Stock-based compensation costs for non-employees are recognized as expense over the vesting period on a straight-line basis. Stock-based compensation expense is classified in the accompanying consolidated statements of operations based on the function to which the related services are provided. The Company recognizes stock-based compensation expense for the portion of awards that have vested. Forfeitures are recorded as they occur. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The Company has historically been a private company until its IPO in March 2021 and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends on common stock and does not expect to pay any cash dividends in the foreseeable future. Income Taxes The Company is primarily subject to U.S. federal and Massachusetts state income tax. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the Company’s consolidated financial statements and tax returns. Deferred tax assets and liabilities are determined based upon the differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities and for loss and credit carryforwards, using enacted tax rates expected to be in effect in the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that these assets may not be realized. The Company determines whether it is more likely than not that a tax position will be sustained upon examination. If it is not more likely than not that a position will be sustained, none of the benefit attributable to the position is recognized. The tax benefit to be recognized for any tax position that meets the more-likely-than-not recognition threshold is calculated as the largest amount that is more than 50 % likely of being realized upon resolution of the contingency. The Company accounts for interest and penalties related to uncertain tax positions as part of its provision for income taxes. As of December 31, 2021 and 2020, the Company maintains a reserve against certain federal and state research and development credits that are recorded net in deferred taxes. The Company has no accruals for interest or penalties related to income tax matters. Tax years since inception remain open to examination by federal and state tax authorities. Revenue Recognition The Company has historically generated revenue from the following sources: (1) collaboration revenue from the collaboration agreement with Takeda Pharmaceutical Company Limited (see Note 7) and (2) royalty revenue from OpenBiome’s sales of a licensed product under the Asset Purchase and License Agreement with OpenBiome (see Note 7). The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to be entitled to in exchange for those goods or services. To determine the appropriate amount of revenue to be recognized for arrangements determined to be within the scope of ASC 606, the Company performs the following five steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations including whether they are distinct; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect consideration it expects to be entitled to in exchange for the goods or services it transfers to the customer. The promised goods or services in the Company’s arrangements typically consist of (1) a license, or option to license, rights to the Company’s intellectual property or research and development services; (2) an obligation to transfer FMT materials; or (3) an obligation to provide pre-clinical and clinical research and support services. Under the collaboration agreement, the Company provides options to additional items, which are accounted for as separate contracts when the customer elects to exercise such options, unless the option provides a material right to the customer. Performance obligations are promised goods or services in a contract to transfer a distinct good or service to the customer and are considered distinct when (i) the customer can benefit from the good or service on its own or together with other readily available resources and (ii) the promised good or service is separately identifiable from other promises in the contract. In assessing whether promised goods or services are distinct, the Company considers factors such as the stage of development of the underlying intellectual property, the capabilities of the customer to develop the intellectual property on its own or whether the required expertise is readily available, and whether the goods or services are integral or dependent to other goods or services in the contract. For performance obligations which consist of FMT materials, shipping and distribution activities occur prior to the transfer of control of FMT materials and are considered activities to fulfill the Company’s promise to deliver goods to the customers. The Company estimates the transaction price based on the amount expected to be entitled to for transferring the promised goods or services in the contract. The consideration may include fixed consideration and variable consideration. At the inception of each arrangement that includes variable consideration, the Company evaluates the amount of potential payment and the likelihood that the underlying constraint will be released. The Company utilizes either the most likely amount method or expected value method to estimate the amount expected to be received based on which method best predicts the amount expected to be received. Variable consideration may be constrained and is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. The Company’s contracts often include development and regulatory milestone payments that are assessed under the most likely amount method and are included in the transaction price only to the extent it is probable that a significant revenue reversal would not occur. Milestone payments that are not within the Company’s control or the licensee’s control, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. At the end of each reporting period, the Company re-evaluates the probability of achievement of such development and regulatory milestones and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are added to the transaction price with a corresponding adjustment being made to the measure of progress, and, as necessary, recorded on a cumulative catch-up basis, which would affect collaboration revenue in the period of adjustment. For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). For contracts which have more than one performance obligation, the total contract consideration is allocated based on observable standalone selling prices or, if standalone selling prices are not readily observable, based on management’s estimate of each performance obligation’s standalone selling price. The Company must develop assumptions that require judgment to determine the standalone selling price for each performance obligation identified in the contract. The Company utilizes key assumptions to determine the standalone selling price, which may include other comparable transactions, pricing considered in negotiating the transaction and the estimated costs. Variable consideration is allocated specifically to one or more performance obligations in a contract when the terms of the variable consideration relate to the satisfaction of the performance obligation and the resulting amounts allocated are consistent with the amounts the Company would expect to be entitled to for the satisfaction of each performance obligation. The consideration allocated to each performance obligation is recognized as revenue when control is transferred for the related goods or services. For performance obligations which consist of licenses and other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. For performance obligations, revenue is recognized when control of the product is transferred to t |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicates the level of the fair value hierarchy utilized to determine such fair values (in thousands): DESCRIPTION DECEMBER 31, QUOTED SIGNIFICANT SIGNIFICANT Asset Money market funds $ 132,275 $ 132,275 $ — $ — Total financial assets $ 132,275 $ 132,275 $ — $ — DESCRIPTION DECEMBER 31, QUOTED SIGNIFICANT SIGNIFICANT Asset Money market funds $ 98,677 $ 98,677 $ — $ — Total financial assets $ 98,677 $ 98,677 $ — $ — There have been no transfers between fair value levels during the years ended December 31, 2021 and 2020. The carrying values of other current assets, accounts payable and accrued expenses approximate their fair values due to the short-term nature of these assets and liabilities. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | 4. PROPERTY AND EQUIPMENT, NET Property and equipment, net consisted of the following as of December 31, 2021 and 2020 (in thousands): DECEMBER 31, DECEMBER 31, Lab equipment $ 3,850 $ 2,363 Office furniture and fixtures 537 537 Leasehold improvements 13,894 2,143 Construction work-in-progress 329 2,635 Software 4,883 1,150 Computer equipment 368 205 Total $ 23,861 $ 9,033 Less: Accumulated depreciation ( 4,226 ) ( 2,029 ) Property and equipment, net $ 19,635 $ 7,004 Depreciation and amortization expense was $ 2.3 million and $ 0.8 million for the years ended December 31, 2021 and 2020, respectively. During the years ended December 31, 2021 and 2020, the Company purchased $ 3.9 million and $ 1.2 million, respectively, of software, property, and equipment from a related party, under the OpenBiome Agreement. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | 5. LEASES 200 Inner Belt Road Lease In December 2015, the Company entered into a 10-year lease agreement (the "Inner Belt Road Lease") for approximately 25,785 square feet of space for its primary office and laboratory space in Somerville, Massachusetts. The monthly rental payments under the Inner Belt Road Lease, which include base rent charges of $ 0.1 million, are subject to periodic rent increases through September 2026. In July 2016, the Company entered into a 10-year sublease agreement (the "200 Inner Belt Road Sublease") to share its leased space under the Inner Belt Road Lease with OpenBiome, a related party, as sub-tenant. The sublease with OpenBiome is coterminous with the Inner Belt Road Lease and provides for an allocation, based on OpenBiome’s proportionate share, of base rent and other expenses under the Inner Belt Road Lease, which is subject to change each year based on current headcount and space used. OpenBiome’s proportionate share is reassessed on a quarterly basis over the term of the sublease. In January 2017, the Company amended the Inner Belt Road Lease to lease an additional 10,500 square feet of space for its primary office and laboratory space in Somerville, Massachusetts. The term of the Inner Belt Road Lease and the sublease with OpenBiome were not affected as a result of the amendment, although OpenBiome does occupy some of this additional space. The rental payments for the additional space under the amended Inner Belt Road Lease, which include base rent charges of approximately $ 33,000 per month, are subject to periodic rent increases through September 2026. In November 2020, pursuant to the OpenBiome Agreement, the Company and OpenBiome amended the terms of the sublease to provide for a reduction in the size of the subleased premises upon the closing of the OpenBiome Agreement (see Note 13), which occurred on March 1, 2021. The sublease was further amended on January 15, 2021 and June 22, 2021 and terminated on December 31, 2021. The Company's lease expense under the Inner Belt Road Lease was $ 1.3 million for each of the years ended December 31, 2021 and 2020. The Company recognizes sublease income under the sublease to OpenBiome as rent is received over the sublease term. Gross lease income under the sublease to OpenBiome for each of the years ended December 31, 2021 and 2020 was $ 0.1 million and $ 0.4 million, respectively, and is presented as an offset to lease expense on the consolidated statements of operations. Cherry Street Lease On March 1, 2021, the Company assumed a lease agreement (the “Cherry Street Lease”) in conjunction with the closing of the OpenBiome Agreement. The lease term is from March 2021 through February 2023 . The Company’s lease expense under the Cherry Street Lease for the years ended December 31, 2021 and 2020 was $ 0.1 million and $ 0 , respectively. Concord Avenue Lease On May 25, 2021, the Company entered into a lease agreement (the "Concord Avenue Lease") from May 2021 through February 2022 . The Company’s lease expense under the Concord Avenue Lease for the years ended December 31, 2021 and 2020 was $ 0.2 million and $ 0 , respectively. On August 17, 2021 Finch extended the term of the lease for an additional two-month period through April 2022 and on February 4, 2022 Finch further extended the lease for an additional month through May 2022. The Concord Avenue Lease qualifies as a short-term lease and will be excluded from the balance sheet. 100 Hood Park Drive On August 3, 2021 (the "Execution Date"), the Company entered into a 10-year lease agreement (the "Hood Lease") with Hood Park LLC (the "Landlord"), pursuant to which the Company will lease approximately 61,139 square feet of office and laboratory space (the "Premises"). The term of the Hood Lease commenced on the Execution Date, and Finch will become responsible for paying rent under the Hood Lease on the earlier of (i) January 1, 2022 and (ii) the date Finch’s improvement on the Premises is substantially completed and Finch has commenced business operations in the Premises (the “Rent Commencement Date”). As of December 31, 2021 , the Rent Commencement Date had not occurred and no lease expense, right-of-use asset, or lease liability was recognized under the Hood Lease. The Hood Lease provides Finch with an option to extend the lease for one additional five-year term . Finch’s annual base rent for the Premises will start at approximately $ 4.5 million, and the lease contains annual rent escalations. The Hood Lease provides for a tenant improvement allowance of approximately $ 14.8 million for the cost of Finch’s work on the Premises. As of December 31, 2021, $ 5.3 million of lessor owned tenant improvements were completed by the Company and are recorded in other current assets on the consolidated balance sheet. The Company posted a customary letter of credit in the amount of approximately $ 2.3 million, subject to decrease on a set schedule, as a security deposit pursuant to the Hood Lease. This is included in restricted cash, non-current on the consolidated balance sheet as of December 31, 2021. The following table presents the classification of right-of-use assets and lease liabilities as of December 31, 2021: BALANCE SHEET CLASSIFICATION DECEMBER 31, 2021 ASSETS Operating lease assets Operating right-of-use assets $ 5,053 Finance lease assets Property and equipment, net 22 Total lease assets 5,075 Liabilities Current Operating lease liabilities Operating lease liabilities, current $ 1,128 Finance lease liabilities Other current liabilities 19 Noncurrent Operating lease liabilities Operating lease liabilities, non-current 4,887 Finance Other liabilities 7 Total lease liabilities $ 6,041 The following table represents the components of lease cost, which are included in general and administrative and research and development expense on the statement of operations, for the year ended December 31, 2021: LEASE COST DECEMBER 31, 2021 Finance lease cost: Amortization of right-of-use assets $ 27 Interest on lease liabilities 10 Operating lease cost 1,336 Short-term lease cost 254 Variable lease cost 525 Sublease income ( 88 ) Total lease cost $ 2,064 The weighted-average remaining lease term and discount rate were as follows: LEASE TERM AND DISCOUNT RATE DECEMBER 31, 2021 Weighted-average remining lease term (years) Operating leases 4.6 Finance Leases 1.2 Weighted-average discount rate Operating leases 6.7 % Finance Leases 30.6 % Supplemental disclosure of cash flow information related to leases was as follows: SUPPLEMENTAL CASH FLOW INFORMATION DECEMBER 31, 2021 Cash paid for amounts included in measurement of lease liabilities Operating cash flows from operating leases $ 1,006 Financing cash flows from finance leases $ 27 The following table represents a summary of the Company’s future lease payments required as of December 31, 2021: OPERATING LEASE OBLIGATIONS HOOD PARK LEASE OBLIGATIONS FINANCE LEASE OBLIGATIONS TOTAL LEASE OBLIGATIONS 2022 $ 1,487 $ 4,535 $ 24 $ 6,046 2023 1,440 4,663 6 6,109 2024 1,460 4,795 — 6,255 2025 1,496 4,931 — 6,427 2026 1,116 5,071 — 6,187 Thereafter — 27,605 — 27,605 Total future minimum lease payments $ 6,999 $ 51,600 $ 30 $ 58,629 Less: amount representing interest ( 984 ) — ( 5 ) ( 989 ) Present value of future minimum lease payments $ 6,015 $ 51,600 $ 25 $ 57,640 The following represents a summary of the Company's future minimum lease payments under non-cancelable lease agreements, presented in accordance with ASC 840, as of December 31, 2020: OPERATING LEASE OBLIGATIONS FINANCE LEASE OBLIGATIONS TOTAL LEASE OBLIGATIONS 2021 $ 1,351 $ 36 $ 1,387 2022 1,387 24 1,411 2023 1,424 6 1,430 2024 1,460 — 1,460 2025 1,496 — 1,496 Thereafter 1,115 — 1,115 Total minimum lease payments $ 8,233 $ 66 $ 8,299 Less: amount representing interest — ( 14 ) ( 14 ) Present value of minimum lease payments $ 8,233 $ 52 $ 8,285 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Liabilities Current [Abstract] | |
Accrued Expenses and Other Current Liabilities | 6. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consisted of the following as of December 31, 2021 and 2020 (in thousands): DECEMBER 31, DECEMBER 31, Accrued research and development $ 1,345 $ 81 Accrued legal and professional fees 1,117 711 Accrued compensation and benefits 4,401 3,532 Accrued other 3,062 904 Total accrued expenses and other current liabilities $ 9,925 $ 5,228 |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Revenue | 7. REVENUE Takeda Pharmaceutical Company Limited In January 2017, the Company entered into an agreement (the “Takeda Agreement”) with Takeda Pharmaceutical Company Limited (“Takeda”), pursuant to which the Company granted Takeda a worldwide, exclusive license, with the right to grant sublicenses, under certain of its patents, patent applications and know-how to develop the Company’s microbiome therapeutic candidate FIN-524, now known as TAK-524, for the prevention, diagnosis, theragnosis or treatment of diseases in humans. The Company subsequently amended and restated the Takeda Agreement in October 2019 to provide for the Company to allocate certain resources towards determining the feasibility of developing a second microbiome therapeutic candidate, FIN-525. The Company further amended the Takeda Agreement in August 2021 to transition primary responsibility for further development and manufacturing activities with respect to TAK-524 from the Company to Takeda in accordance with a transition plan, and Takeda assumed sole responsibility for regulatory matters with respect to TAK-524. In November 2021, Takeda Agreement was amended again to enable the Company to carry out certain FIN-525 preliminary evaluation activities. Under the terms of the Takeda Agreement, the Company agreed to design TAK-524, a product candidate optimized for ulcerative colitis, for Takeda based on selection criteria within a product-specific development plan. The Company also agreed to conduct a feasibility study to potentially further develop FIN-525, a program to develop a live biotherapeutic product optimized for the treatment of Crohn’s disease. The Company assessed this arrangement in accordance with ASC 606, and concluded that the contract counterparty, Takeda, is a customer. The Company identified the following material promises at the outset of the Takeda Agreement: (1) an exclusive license to use the Company’s rights in intellectual property to conduct research activities; (2) R&D services for activities under the development plan; (3) two options to pursue different indications of research for the Company’s right in product candidates; (4) manufacturing and supply for the Company’s clinical trials; and (5) participation on a joint steering and joint development committee (“JSC” and “JDC”). The options were considered distinct from the other promises in the arrangement and analyzed for material rights; the Company concluded these were not material rights and the consideration related to them should be excluded as a performance obligation until the option is exercised. The Company determined that the remaining promises were not capable of being distinct from one another and were not distinct in the context of the contract. In accordance with the Company’s ASC 606 assessment, the Takeda Agreement was determined to contain a single combined performance obligation made up of the promises above, excluding the options. The FIN-525 feasibility study was determined to be part of the single combined performance obligation due to its connection to the original license and research and development activities. The FIN-525 feasibility study was completed in March 2021. The Company received an upfront payment from Takeda of $ 10.0 million in the year ended December 31, 2017 in exchange for the exclusive license of the Company’s intellectual property. The Company has included the upfront payment and the estimable reimbursable R&D costs in the transaction price and is recognizing revenue associated with it over the period it expects to perform R&D services . Under the original agreement the estimated term for the R&D and manufacturing services for which the Company had primary responsibility, was through Phase 1 clinical trials. On August 9, 2021, the Company and Takeda entered into an amendment to the amended and restated Takeda Agreement (the “Amendment”). Pursuant to the Amendment, Finch and Takeda transitioned primary responsibility for such development and manufacturing activities from Finch to Takeda in accordance with an agreed upon transition plan, and Takeda also assumed sole responsibility for regulatory matters with respect to TAK-524. The Company accounted for the Amendment as a modification to the existing contract under ASC 606, as the Amendment significantly reduced the remaining performance obligations, which were then completed by September 30, 2021. As a result, the remaining revenue that had been deferred under the Takeda Agreement was recognized in the third quarter of 2021. In November 2021, Takeda and Finch entered into an amendment to the amended and restated Takeda Agreement ("Amendment #2"). Pursuant to Amendment #2, Finch is performing certain additional research activities related to the feasibility of the FIN-525 program prior to Takeda making the decision to initiate the full development program. Under the amendment, Takeda shall pay Finch for pass-through costs incurred and research services performed at the agreed-upon full-time equivalent (“FTE”) rate. The additional feasibility work is expected to be completed in the first quarter of 2022 at which point Takeda can determine whether to initiate a full product specific development plan for FIN-525 following its review of the data. The Company recognized revenue related to the Takeda Agreement of $ 18.5 million and $ 7.4 million in the years ended December 31, 2021 and 2020, respectively, which is included under collaboration revenue in the consolidated statements of operations. Takeda reimburses the Company for certain R&D costs on a quarterly basis. The Company recorded accounts receivable of $ 0.5 million and $ 1.0 million on its consolidated balance sheets as of December 31, 2021, and December 31, 2020, respectively. As of December 31, 2021, there is no remaining deferred revenue due to the Company's satisfaction of the performance obligation. As of December 31, 2020, the Company recorded deferred revenue of $ 13.6 million related to the Takeda Agreement. The Takeda Agreement contains various milestone payments associated with development and commercialization efforts that provide for a maximum available amount of $ 180.0 million should all of the milestones be achieved. These milestones are constrained until the Company determines it is probable that the cumulative revenue related to the milestones will not be reversed . As of December 31, 2021 , the Company has earned and received $ 4.0 million in milestone payments . The Company is still eligible to receive royalties under the Amendment and Takeda is obligated to pay the Company mid-to-high single digit royalties based on annual aggregate net sales of the licensed products, on a product-by-product basis, subject to certain restrictions. The Company did no t receive any payments or record any revenues related to sales-based royalties under the Takeda Agreement in the years ended December 31, 2021 and 2020. OpenBiome The Company and OpenBiome entered into an Asset Purchase and License Agreement (the “APL Agreement”) in February 2019 that was effective through November 2020. Under the APL Agreement, the Company licensed certain intellectual property and sold certain fecal microbiota transplantation, or FMT, materials and equipment to OpenBiome (see Note 13). The Company earned $ 0 and $ 0.3 million in royalty revenue related to the APL Agreement in the years ended December 31, 2021 and 2020, respectively, which is recorded as royalty revenue from related party on the Company’s consolidated statements of operations. On November 19, 2020, the Company entered into the LMIC License Agreement (“LMIC Agreement”) with OpenBiome, pursuant to which the Company granted OpenBiome a non-exclusive license, with the right to grant sublicenses, under certain patents, patent applications, and know-how that are reasonably necessary or useful for the exploitation of products manufactured directly from donor-sourced stool without the use of culturing or replication, or certain natural products (“OpenBiome Royalty Products”). The license granted to OpenBiome excludes a license under the Company’s intellectual property to exploit a lyophilized natural product (such as CP101) where processed stool is lyophilized. The Company owns all improvements and modifications made to the licensed intellectual property throughout the term of the LMIC Agreement, while OpenBiome is responsible for all manufacturing efforts and all expenses associated with these efforts. The LMIC Agreement was entered into separately from the asset purchase agreement with OpenBiome (the "OpenBiome Agreement") (see Note 13) and the license granted under the LMIC Agreement is unrelated to the assets acquired under the OpenBiome Agreement. The only consideration provided to the Company under the LMIC Agreement is in the form of future royalties on net sales of OpenBiome Royalty Products. The Company is entitled to receive tiered royalties on net sales of certain products, ranging from mid-single digit to low second decile digits on a product-by-product and country-by-country basis. In the event that OpenBiome is required to pay a royalty to a third party to obtain rights under patents owned or controlled by such third party that are necessary for the exercise of its rights under the Company’s intellectual property pursuant to the LMIC Agreement, then OpenBiome shall have the right to deduct a portion of the amount of the royalty due to the third party against the royalties that are due from OpenBiome to the Company. The Company has no t earned any of these royalty payments as of December 31, 2021. The LMIC Agreement will continue in perpetuity until the last royalty is earned under the LMIC Agreement unless otherwise terminated by either party. OpenBiome has the right to terminate the LMIC Agreement for convenience upon 90 days’ specified prior written notice to the Company. Either party may terminate the LMIC Agreement in the event of an uncured material breach by the other party. The Company did no t recognize any revenue related to the LMIC Agreement for the years ended December 31, 2021 and 2020 , as there are currently no marketable OpenBiome Royalty Products. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. INCOME TAXES For the years ended December 31, 2021 and 2020, the Company did not record a current or deferred income tax expense or benefit due to current and historical losses incurred by the Company. The effective income tax rate differed from the statutory federal income tax rate due to the following: YEAR ENDED DECEMBER 31, 2021 2020 Federal income taxes at 21% 21.00 % 21.00 % State income taxes, net of federal benefit and tax credits 6.90 6.04 Permanent differences ( 0.19 ) ( 1.60 ) Research and development credit 2.12 2.03 Change in valuation allowance ( 29.30 ) ( 26.96 ) Other adjustments ( 0.53 ) ( 0.51 ) 0.00 % 0.00 % Significant components of the Company’s net deferred tax assets and liabilities as of December 31, 2021 and 2020 are as follows (in thousands): YEAR ENDED DECEMBER 31, 2021 2020 Deferred Tax Assets: Net operating losses $ 48,419 $ 30,192 Tax credits 4,376 2,921 Deferred revenue — 3,057 Accrued expenses 859 225 Right of Use Liabilities 1,633 0 Other 548 289 Total deferred tax assets 55,835 36,684 Valuation allowance ( 49,079 ) ( 31,963 ) Total net deferred tax assets 6,756 4,721 Deferred Tax Liabilities: Intangibles assets 7,952 7,891 Fixed assets 563 253 Right of Use Assets 1,372 0 Other 330 38 Total deferred tax liabilities 10,217 8,182 Total net deferred tax liabilities ( 3,461 ) $ ( 3,461 ) The Company regularly assesses the need for a valuation allowance against its deferred tax assets. In making that assessment, the Company considers both positive and negative evidence related to the likelihood of realization of the deferred tax assets to determine, based on the weight of available evidence, whether it is more-likely-than-not that some or all of the deferred tax assets will not be realized. In assessing the realizability of deferred tax assets, the Company considers taxable income in prior carryback years, as permitted under the tax law, forecasted taxable earnings, tax planning strategies, and the expected timing of the reversal of temporary differences. This determination requires significant judgment, including assumptions about future taxable income that are based on historical and projected information and is performed on a jurisdiction-by-jurisdiction basis. The Company continues to maintain a partial valuation allowance against its deferred tax assets. During the years ended December 31, 2021 and 2020, management assessed the positive and negative evidence in its U.S. operations, and concluded that it is more likely than not that a portion of its deferred tax assets as of December 31, 2021 and 2020 will not be realized given the Company’s history of operating losses. In determining the amount of the valuation allowance to record, the Company considered the reversal of existing taxable temporary differences as a source of taxable income against which a portion of its deferred tax assets is benefitted. The Company recorded a full valuation allowance against the remaining U.S. deferred tax assets in excess of this source of taxable income. The valuation allowance against deferred tax assets increased by approximately $ 17.1 million during 2021 related to a full valuation allowance recorded against additional net operating losses and tax credits generated in the year. As of December 31, 2021, the Company had federal net operating losses of $ 181.9 million, which may be available to offset future federal income tax liabilities. As of December 31, 2020, the Company had federal net operating losses of $ 114.4 million, which may be available to offset future federal income tax liabilities. The Company’s federal net operating losses incurred prior to 2018, $ 37.2 million, expire through 2037 , while its federal net operating losses incurred in 2018 and onwards, $ 144.7 million, can be carried forward indefinitely. As of December 31, 2021, the Company had post-apportioned state net operating losses of $ 10.2 million that can generally be carried forward 20 years. As of December 31, 2020, the Company had post-apportioned state net operating losses of $ 6.1 million that can generally be carried forward 20 years. As of December 31, 2021, the Company had $ 3.8 million and $ 0.4 million of federal and state research and development credits, respectively, which will expire at various dates through 2041 . As of December 31, 2020, the Company had $ 2.6 million and $ 0.3 million of federal and state research and development credits, respectively, which will expire at various dates through 2040 . Net operating loss and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50 %, as defined under Sections 382 and 383 of the Internal Revenue Code, respectively, as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The Company has not, yet, conducted a study to determine if any such changes have occurred that could limit its ability to use the net operating loss and tax credit carryforward. The calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax regulations in a multitude of jurisdictions. A tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits. As of December 31, 2021 and 2020, the total amount of uncertain tax liabilities relates to federal and state tax credit carryforwards and are all recorded net in deferred taxes. A reconciliation of the beginning and ending balances of the total amounts of gross unrecognized tax benefits is as follows (in thousands): YEAR ENDED DECEMBER 31, 2021 2020 Balance, beginning of year $ 1,318 $ 1,004 Additions for tax positions of current year 507 — Additions for tax positions of prior years ( 3 ) 314 Balance, end of year $ 1,822 $ 1,318 The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statement of operations. As of December 31, 2021 and 2020, no accrued interest or penalties are included on the related tax liability line in the consolidated balance sheet. The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. There are currently no pending income tax examinations. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the Internal Revenue Service and state tax authorities to the extent utilized in a future period. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. COMMITMENTS AND CONTINGENCIES Legal contingencies On December 1, 2021, Rebiotix Inc. and Ferring Pharmaceuticals Inc. (collectively, “Rebiotix”) filed a complaint against the Company in the U.S. District Court for the District of Delaware. The complaint seeks a declaratory judgment of non-infringement and invalidity with respect to seven United States Patents owned by the Company: U.S. Patent Nos. 10,675,309 (the “‘309 patent”); 10,463,702 (the “‘702 patent”); 10,328,107 (the “‘107 patent”); 10,064,899; 10,022,406; 9,962,413; and 9,308,226. On February 7, 2022, the Company filed an answer and counterclaims against Rebiotix for infringement of the ’107, ’702, and ’309 patents. On March 7, 2022, the Company filed an amended answer and counterclaims, in which the Company, together with the Regents of the University of Minnesota (“UMN”), alleged infringement by Rebiotix of three U.S. Patents owned by UMN and exclusively licensed to the Company: U.S. Patent Nos. 10,251,914, 10,286,011, and 10,286,012. The U.S District Court for the District of Delaware set a trial date for a five-day trial beginning on May 20, 2024. The pending lawsuit is subject to inherent uncertainties, and the actual legal fees and costs will depend upon many unknown factors. The outcome of the pending lawsuit cannot be predicted with certainty. The Company has determined under ASC 450, Contingencies , that there is no probable or estimable loss contingency that is required to be recorded as of December 31, 2021. License payments The Company enters into contracts in the normal course of business with contract research organizations and other third parties for preclinical studies, clinical studies, and testing and manufacturing services. Most contracts do not contain minimum purchase commitments and are cancelable by the Company upon prior written notice. Payments due upon cancellation consist of payments for services provided or expenses incurred, including non-cancelable obligations of our service providers up to one year after the date of cancellation. Under these agreements, in exchange for access to intellectual property the Company may be obligated to provide future minimum royalty payments and milestone payments related to regulatory approvals and sales-based events. The Company entered into the OpenBiome Agreement in November 2020 (see Note 13) and the closing of the OpenBiome Agreement occurred on March 1, 2021. Under the terms of the OpenBiome Agreement, the Company is required to make certain milestone and royalty payments to OpenBiome in conjunction with the license and purchase of certain intellectual property related to the underlying CMC process used to manufacture materials for its clinical trials. The OpenBiome Agreement also effectively terminated the APL Agreement and the obligations under the Material Access License Agreement (the “MAL Agreement”), which the Company entered into with OpenBiome in December 2016. Under the APL Agreement, which was entered into in 2019 and effective through November 2020, the Company was obligated to make certain contingent payments for milestones and royalties to OpenBiome, subject to the occurrence of specific underlying criteria that were dependent on regulatory approvals and sales-based events. The Company was obligated to make regulatory milestone payments to OpenBiome aggregating up to $ 2.5 million upon the achievement of regulatory approvals, and sales-based milestone payments of up to $ 23.3 million in sales-based milestone payments upon the achievement of certain net sales criteria. The Company paid $ 0.1 million to OpenBiome associated with milestones in 2020. The APL Agreement was terminated in November 2020 upon the execution of the OpenBiome Agreement (see Note 13). Under the MAL Agreement, the Company was also obligated to pay to OpenBiome, a low single digit royalty on net sales of certain cultured products and a high single digit percentage of certain sublicensing revenue (including royalties) of licensed cultured products. These royalties were calculated on a product-by-product and country-by-country basis. The Company paid $ 0.2 million to OpenBiome under the MAL Agreement in 2020 related to royalty payments. During the year ended December 31, 2020, the Company recorded an additional $ 0.3 million owed to OpenBiome under the MAL Agreement, of which $ 0.1 million remained due as of December 31, 2020. The MAL Agreement was terminated in November 2020 upon the execution of the OpenBiome Agreement (see Note 13). PPP Loan On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted to, amongst other provisions, provide emergency assistance for individuals, families and businesses affected by the COVID-19 pandemic. The CARES Act includes a Paycheck Protection Program (“PPP”) administered through the Small Business Association (“SBA”). Under the PPP, beginning April 3, 2020, small businesses and other entities and individuals could apply for loans from existing SBA lenders and other approved regulated lenders that enroll in the program, subject to numerous limitations and eligibility criteria. In April 2020, the Company issued a promissory note to Silicon Valley Bank, pursuant to which it received loan proceeds of $ 1.8 million (the “PPP Loan”) provided under the PPP and guaranteed by the SBA. On May 8, 2021, the Company received notice from the SBA that the entirely of the PPP Loan was forgiven. Accordingly, the Company is no longer required to repay the $ 1.8 million in principal and approximately $ 19,000 in accrued interest borrowed under the PPP Loan. Gain on extinguishment of the PPP Loan is recorded in the consolidated statements of operations for the year ended December 31, 2021. Leases The Company's commitments under its lease agreements are described in Note 5. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
REDEEMABLE CONVERTIBLE PREFERRED STOCK | 10. REDEEMABLE CONVERTIBLE PREFERRED STOCK In September 2020, the Company sold an aggregate of 6,902,872 shares of its series D redeemable convertible preferred stock (“Series D”) at a purchase price of $ 13.0381 per share, for gross proceeds of $ 90.0 million. The Company incurred issuance costs of $ 0.1 million associated with the Series D issuance. Upon the completion of the IPO, all 31,253,609 shares of outstanding preferred stock automatically converted into 31,253,609 shares of common stock. As of December 31, 2021, there were no shares of preferred stock authorized, issued, or outstanding. As of December 31, 2020, preferred stock consisted of the following (in thousands, except share amounts): DECEMBER 31, PREFERRED PREFERRED CARRYING LIQUIDATION COMMON STOCK Series A 167,496,750 11,596,280 $ 53,593 $ 40,115 11,596,280 Series B 74,620,739 5,166,203 36,336 36,400 5,166,203 Series C 109,604,994 7,588,254 53,221 53,465 7,588,254 Series D 99,705,359 6,902,872 89,904 90,000 6,902,872 451,427,842 31,253,609 $ 233,054 $ 219,980 31,253,609 |
Stockholder's Equity
Stockholder's Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | 11. STOCKHOLDERS' EQUITY On February 24, 2021, the Board and the Company’s stockholders approved the Company’s amended and restated certificate of incorporation, which became effective immediately prior to the closing of the IPO on March 18, 2021. The certificate authorizes the issuance of up to 200,000,000 shares of $ 0.001 par value common stock and up to 10,000,000 shares of $ 0.001 par value undesignated preferred stock. The Board may designate the rights, preferences, privileges, and restrictions of the preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preference, and number of shares constituting any series or the designation of any series. The issuance of preferred stock could have the effect of restricting dividends on our common stock, diluting the voting power of our common stock, impairing the liquidation rights of our common stock, or delaying or preventing a change in control. As of December 31, 2021 , no shares of preferred stock were outstanding. In conjunction with the IPO, the Company issued and sold 7,500,000 shares of common stock at a public offering price of $ 17.00 per share, for aggregate net proceeds of $ 115.7 million after deducting underwriting discounts and commissions and initial public offering costs. In connection with the IPO, all then outstanding shares of preferred stock were converted into 31,253,609 shares of common stock. On April 20, 2021, the Company issued 192,877 additional shares of common stock, pursuant to the underwriters’ partial exercise of their overallotment option, at a public offering price of $ 17.00 per share for aggregate gross proceeds of $ 3.3 million and net proceeds of $ 3.0 million after deducting underwriters’ discounts, commissions and offering costs. Each share of common stock entitles the holder to one vote , together with the holders of preferred stock, on all matters submitted to the stockholders for a vote. Common stockholders are also entitled to receive dividends. As of December 31, 2021 , no cash dividends have been declared or paid. The Company has issued restricted stock to founders, employees and consultants. All restricted stock was fully vested and all expense related to these shares was recognized prior to 2020. As of December 31, 2021 and December 31, 2020, the Company has reserved the following shares of common stock for potential conversion of outstanding preferred stock, the vesting of restricted stock and exercise of stock options, common stock warrants, and shares under the employee stock purchase plan: DECEMBER 31, DECEMBER 31, Redeemable convertible preferred stock — 31,253,609 Options to purchase common stock 3,264,770 1,053,874 Common stock warrants 1 — 19,346 Shares issuable under employee stock purchase plan 45,195 — 3,309,965 32,326,829 _________________________ 1 During the fourth quarter of 2021, 19,346 common stock warrants were net exercised, resulting in 19,303 net shares. Secondary Sale In October 2020, certain of the Company’s stockholders sold shares of the Company’s common stock at a price of $ 13.0381 per share to an investor. The investor purchased 412,323 shares of the Company’s common stock from these stockholders for an aggregate purchase price of $ 5.4 million, of which 258,924 shares of the Company’s common stock, or an aggregate purchase price of $ 3.4 million, were sold by affiliates of the Company, who are considered to be related parties. The shares were sold above fair value and the excess of the price paid over the fair value was recognized as $ 2.8 million of stock-based compensation expense. The Company recognized the $ 2.8 million as general and administrative expense in the consolidated statement of operations for the year ended December 31, 2020 (see Note 12). |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 12. STOCK-BASED COMPENSATION 2017 Equity Incentive Plan The Company adopted the 2017 Equity Incentive Plan (the “2017 Plan”) in February 2017 for the issuance of stock options and other stock-based awards to employees, consultants, officers and directors. As of December 31, 2021, there were no shares available for future issuance since all shares in the 2017 Plan ceased to be available upon the effective date of the 2021 Equity Incentive Plan, which occurred in March 2021. There were 698,601 shares of common stock available for future grants under the 2017 Plan as of December 31, 2020. 2021 Equity Incentive Plan In March 2021, the Board adopted, and the stockholders approved, the 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan became effective on the date of the underwriting agreement related to the IPO and no further grants will be made under the 2017 Plan. The 2021 Plan provides for the grant of incentive stock options to employees, including employees of any parent or subsidiary of the Company, and for the grant of nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of awards to employees, directors and consultants, including employees and consultants of the Company’s affiliates. Initially, the maximum number of shares of the Company’s common stock that may be issued under the 2021 Plan will not exceed 5,291,446 shares of common stock, which is the sum of (1) 4,700,000 new shares, plus (2) an additional number of shares equal to the number of shares of common stock subject to outstanding stock options or other stock awards granted under the 2017 Plan that, on or after the 2021 Plan became effective, terminate or expire prior to exercise or settlement; are not issued because the award is settled in cash; are forfeited because of the failure to vest; or are reacquired or withheld (or not issued) to satisfy a tax withholding obligation or the purchase or exercise price, if any, as such shares become available from time to time. In addition, the number of shares of common stock reserved for issuance under our 2021 Plan will automatically increase on January 1 of each calendar year, starting on January 1, 2022 through January 1, 2031, in an amount equal to (i) 5.0 % of the total number of shares of common stock outstanding on December 31 of the year before the date of each automatic increase, or (ii) a lesser number of shares determined by the Board prior to the applicable January 1. The maximum number of shares of common stock that may be issued on the exercise of incentive stock options under the 2021 Plan will be 14,100,000 shares. Shares subject to stock awards granted under the 2021 Plan that expire or terminate without being exercised in full or that are paid out in cash rather than in shares will not reduce the number of shares available for issuance under the 2021 Plan. As of December 31, 2021 , there were 3,264,770 shares of common stock issuable upon the exercise of outstanding options and there were 2,569,454 shares available for future issuance under the 2021 Plan. 2021 Employee Stock Purchase Plan In March 2021, the Board adopted the 2021 Employee Stock Purchase Plan (the “2021 ESPP”), which became effective on the date of the underwriting agreement related to the IPO. The 2021 ESPP is administered by the Board or by a committee appointed by the Board. The 2021 ESPP initially provides participating employees with the opportunity to purchase up to an aggregate of 500,000 shares of common stock. The first offering period of the plan commenced on December 1, 2021 under the 2021 ESPP. Each offering to employees to purchase shares will begin on each June 1 and December 1 and will end on the following November 30 and May 31, respectively. On each purchase date, which will fall on the last date of each offering period, ESPP participants will purchase ordinary shares at a price per share equal to 85% of the lesser of (1) the fair market value of the shares on the offering date or (2) the fair market value of the shares on the purchase date. The occurrence and duration of offering periods under the ESPP are subject to the determinations of the Company’s compensation committee. As of December 31, 2021, no shares were issued under the 2021 ESPP in 2021 and 500,000 shares were available for future issuance. Stock Option Valuation The assumptions that the Company used in Black-Scholes option-pricing model to determine the grant-date fair value of stock options granted for the years ended December 31, 2021 and 2020 were as follows: 2021 2020 Risk-free interest rate 0.88 % 0.46 % Expected term (in years) 5.1 - 6.3 5.5 - 6.1 Expected volatility 77.7 % - 93.0 % 74.6 % - 76.6 % Expected dividend yield 0.0 % 0.0 % The following table summarizes the activity of the Company’s stock options under the 2021 Plan for the year ended December 31, 2021: SHARES WEIGHTED- WEIGHTED- AGGREGATE Outstanding as of December 31, 2020 1,053,874 $ 1.51 7.5 $ 4,964 Granted 2,602,643 14.49 Exercised ( 155,821 ) 1.21 Cancelled or forfeited ( 211,987 ) 13.24 Expired ( 23,939 ) 12.18 Outstanding as of December 31, 2021 3,264,770 $ 11.04 8.4 $ 7,228 Options exercisable as of December 31, 2021 846,024 $ 4.03 6.7 $ 5,589 Options vested or expected to vest as of December 31, 2021 3,264,770 $ 11.04 8.4 $ 7,228 The options granted during the years ended December 31, 2021 and 2020 were granted to employees and consultants of the Company. As of December 31, 2021, there was approximately $ 19.9 million of unrecognized compensation expense related to the stock-based compensation arrangements granted under the 2021 Plan remaining to be recognized. The Company expects to recognize this cost over a weighted average period of 3.24 years. The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stoc k. The intrinsic value of options exercised in 2021 and 2020 was $ 1.7 million and $ 0.4 million, respectively. The weighted-a verage grant date fair value of stock options granted in the years ended December 31, 2021 and 2020 under the Black-Scholes option pricing model was $ 9.87 per option and $ 0.87 per option, respectively. Restricted Stock The restricted stock was granted to the founders of the Company, as well as employees and consultants of the Company. There was approximately $ 8,000 of stock-based compensation expense recognized for the 547,360 shares of restricted stock vested during the year ended December 31, 2020. All restricted stock was vested as of December 31, 2020 and there is no remaining stock-compensation expense related to restricted stock to be recognized for the year ended December 31, 2021. Stock-Based Compensation Expense Total stock-based compensation expense recorded as research and development and general and administrative expenses, respectively, for employees, directors and non-employees during the years ended December 31, 2021 and 2020 is as follows (in thousands): YEAR ENDED DECEMBER 31, 2021 2020 Research and development $ 1,605 $ 179 General and administrative 2,556 2,920 Total $ 4,161 $ 3,099 The stock-based compensation expense for the year ended December 31, 2020 includes the $ 2.8 million recorded in relation to the secondary sale of common stock (see Note 11). |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 13. RELATED PARTY TRANSACTIONS OpenBiome Historical Agreements Under Master Strategic Affiliation Agreement with OpenBiome (the “Strategic Agreement”), OpenBiome and the Company reimbursed one another for certain administrative expenses. The Company’s Chief Executive Officer and a member of the Board is the spouse of the co-founder and former Executive Director of OpenBiome, and certain of the OpenBiome directors are stockholders of the Company. For the years ended December 31, 2021 and 2020 , the Company reimbursed OpenBiome $ 0.1 million and $ 0.3 million, respectively, under the Strategic Agreement. Also under the Strategic Agreement, OpenBiome reimbursed the Company $ 0.1 million and $ 0.3 million for the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021 and 2020, respectively the Company had no payable balance due to OpenBiome, and recorded a balance of zero and less than $ 0.1 million due from OpenBiome as of December 31, 2021 and 2020, respectively. Until December 31, 2021, OpenBiome subleased office and lab space from the Company. The Company’s rent income under the sublease was $ 0.1 million and $ 0.4 million for the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021 the Company no longer had an outstanding receivable due from OpenBiome. As of December 31, 2020, the Company had le ss than $ 0.1 million re ceivable from OpenBiome related to the sublease recorded as due from related party in the consolidated balance sheets. This lease was amended as of March 1, 2021 (see Note 5). The Company also earned a low single digit royalty on net sales of OpenBiome’s FMT materials under the Quality System and Supply Agreement with OpenBiome (the “QSS Agreement”), which was partially terminated on February 1, 2019 and, ultimately, was fully terminated in November 2020 in connection with the Company’s execution of the OpenBiome Agreement (see OpenBiome 2020 Agreements below), which closed on March 1, 2021. OpenBiome 2020 Agreements Clinical Supply and Services Agreement On February 10, 2020, the Company entered into a Clinical Supply and Services Agreement (the “CSA”) with OpenBiome, which terminated upon closing of the OpenBiome Agreement in March 2021. In accordance with the CSA, OpenBiome agreed to supply the Company with certain manufactured material and to provide additional support services to the Company. In consideration for these materials and services, the Company agreed to pay a monthly platform fee of $ 0.2 million, all direct employee overhead costs, and variable costs for consumables. Under a related payment agreement executed concurrently with the CSA, the Company paid a $ 0.5 million security deposit in the event of cost overruns under the CSA arrangement and approximately $ 1.6 million in prepaid fees. The $ 0.5 million security deposit was returned to the Company during the same period. The Company paid $ 1.1 million in total to OpenBiome under the CSA for the year ended December 31, 2021 , and $ 3.8 million for the year ended December 31, 2020 , including the security deposit that was returned. The Company had no outstanding payable balance due to OpenBiome under the CSA as of December 31, 2021 , and recorded $ 0.2 million due to OpenBiome as of December 31, 2020, respectively, which is classified as due to related party in the Company’s consolidated balance sheets. OpenBiome Purchase Agreement On November 19, 2020, the Company entered into the OpenBiome Agreement in order to obtain OpenBiome’s CMC manufacturing process to enhance its current manufacturing capabilities for its lead program, CP101; the OpenBiome Agreement was fully executed and closed on March 1, 2021. Simultaneously with entering into the OpenBiome Agreement, the Company terminated the Strategic Agreement, the MAL Agreement, the QSS Agreement and the APL Agreement, as well as certain subject matter agreements. Upon closing of the OpenBiome Agreement on March 1, 2021, the CSA was also terminated, and the Company will not incur any additional expense to be paid to OpenBiome. The Company also amended the Strategic Agreement as part of the OpenBiome Agreement (the “A&R Strategic Agreement”). Pursuant to the OpenBiome Agreement, the Company acquired certain biological samples, software, and a non-exclusive license to OpenBiome’s CMC technology upon signing in November 2020, and acquired certain biological samples, a commercial lease, contract services intellectual property and capital equipment upon the closing of the transaction in March 2021. The Company previously licensed the biological samples and OpenBiome’s CMC technology under various historical agreements with OpenBiome which terminated upon signing of the OpenBiome Agreement. As such, the acquisition of the CMC technology license was a continuation of previously granted rights. The OpenBiome Agreement also releases, for a one-year period from signing, a hiring restriction under the A&R Strategic Agreement (i.e. non-solicitation) such that the Company may hire, at its discretion, certain OpenBiome employees. The Company did not acquire any such employees as part of the transaction. In connection with the OpenBiome Agreement, the Company paid $ 1.2 million for the acquisition of certain assets in November 2020, which was capitalized as property and equipment as software on the Company’s consolidated balance sheet as of December 31, 2020 and paid $ 3.8 million upon the closing of the OpenBiome Agreement on March 1, 2021, for the remaining assets. The Company accounted for the OpenBiome Agreement as an asset acquisition and capitalized $ 5.0 million of property and equipment on the consolidated balance sheet as of March 31, 2021 for the acquired software and property and equipment. The Company did not assign any value to biological samples, contract services intellectual property, or the CMC technology license, as the Company did not acquire any additional rights that were not previously granted under the legacy agreements. The Company is also required to pay certain milestones up to $ 26.0 million upon the occurrence of certain R&D events, regulatory approvals, and commercial sales, and low single digit royalties on net sales of products on a product-by-product and country-by-country basis, as well as a mid-single digit royalties on sublicensing revenue related to such products. The Company previously granted OpenBiome a royalty-bearing, non-exclusive license to its intellectual property under the APL Agreement, which terminated upon the signing of the OpenBiome Agreement. The Company will continue to earn royalties under the OpenBiome Agreement based on sales of FMT materials. |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2021 | |
Compensation And Retirement Disclosure [Abstract] | |
Retirement Plan | 14. RETIREMENT PLAN The Company has adopted a defined contribution plan intended to qualify under Section 401(k) of the Internal Revenue Code covering all eligible employees of the Company. All employees are eligible to become participants of the plan at the beginning of the next full quarter subsequent to their hire date . Each active employee may elect, voluntarily, to contribute a percentage of their compensation to the plan each year, subject to certain limitations. The Company reserves the right to make additional contributions to this plan. The Company made contributions to the plan of $ 0.8 million and $ 0.4 million in the years ended December 31, 2021 and 2020 , respectively. |
Loss per Share
Loss per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Loss per Share | 15. LOSS PER SHARE Basic and diluted loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average common shares outstanding (in thousands, except share and per share data): FOR THE YEAR 2021 2020 Numerator: Net loss $ ( 58,160 ) $ ( 39,341 ) Net loss attributable to ( 58,160 ) ( 39,341 ) Denominator: Weighted-average common 39,202,086 8,144,855 Net loss per share attributable $ ( 1.48 ) $ ( 4.83 ) The Company’s potentially dilutive securities, which include preferred stock, restricted stock, stock options, and warrants, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following from the computation of diluted net loss per share attributable to common stockholders at December 31, 2021 and 2020 because including them would have had an anti-dilutive effect: YEAR ENDED 2021 2020 Preferred stock — 31,253,609 Options to purchase common stock 3,264,770 1,053,874 Common stock warrants — 19,346 Shares issuable under employee stock purchase plan 45,195 - 3,309,965 32,326,829 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the operations of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses, and the disclosure of contingent assets and liabilities as of and during the reporting period. The Company bases its estimates and assumptions on historical experience when available and on various factors that it believes to be reasonable under the circumstances. This process may result in actual results differing materially from those estimated amounts used in the preparation of the financial statements if these results differ from historical experience, or other assumptions do not turn out to be substantially accurate, even if such assumptions are reasonable when made. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the pattern and method of recognizing revenue, the accrual of research and development costs, and the annual assessment of impairment of goodwill and in-process research and development assets. The Company assesses estimates on an ongoing basis; however, actual results could materially differ from those estimates. |
Fair Value Measurements | Fair Value Measurements Certain assets and liabilities are reported on a recurring basis at fair value. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company has no assets or liabilities classified as Level 3 on its consolidated balance sheets as of December 31, 2021 and 2020 . |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. The Company maintains its cash in bank deposit accounts which, at times, may exceed the federal insurance limit. The Company’s cash equivalents, which are funds held in a money market account, are measured at fair value on a recurring basis. The carrying amount of cash and cash equivalents was $ 133.5 million and $ 99.7 million as of December 31, 2021 and 2020, respectively, which approximates fair value and was determined based upon Level 1 inputs. The money market account is valued using quoted market prices with no valuation adjustments applied and is categorized as Level 1. |
Restricted Cash | Restricted Cash The Company had restricted cash of $ 2.5 million and $ 0.2 million as of December 31, 2021 and 2020, respectively, primarily related to a security deposit on its operating leases for its offices in Somerville and Charlestown, Massachusetts for the year ended December 31, 2021, and for its operating lease for its offices in Somerville, Massachusetts for the year ended December 31, 2020. This is included in restricted cash, non-current and other assets on the Company’s consolidated balance sheets. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash equivalents. The Company may maintain deposits in financial institutions in excess of government insured limits. The Company believes that it is not exposed to significant credit risk as its 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. As of December 31, 2021 and 2020, the Company’s cash and cash equivalents were held with one financial institution. The Company believes that the market risk arising from its holdings of these financial instruments is mitigated based on the fact that many of these securities are either government-backed or of high credit rating. |
Accounts Receivable | Accounts Receivable Accounts receivable are carried at the invoiced amount less an allowance for doubtful accounts. Doubtful accounts are provided for on the basis of anticipated collection losses. The estimated losses are determined from historical collection experience and a review of outstanding accounts receivable. A receivable is considered past due if the Company has not received payment within the stated payment terms. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Based on historical receipts and collections history, management has determined that an allowance for doubtful accounts is not necessary as of December 31, 2021 and 2020. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Expenditures for repairs and maintenance are expensed as incurred, while any additions or improvements are capitalized. When assets are retired or disposed of, the assets and related accumulated depreciation are derecognized from the accounts, and any resulting gain or loss is included in the determination of net loss. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets as follows: ESTIMATED USEFUL LIFE Computer equipment and software 3 years Laboratory equipment 5 years Office furniture 5 years Leasehold improvements Shorter of useful life or lease term |
Goodwill and In-Process Research and Development | Goodwill and In-Process Research and Development Goodwill is the amount by which the cost of the acquired net assets in a business combination exceeds the fair value of the identifiable net assets on the date of purchase or valuation. The Company accounts for goodwill in accordance with ASC Topic 350, Intangibles—Goodwill and Other . Acquired In-Process Research and Development (“IPR&D”) represents the fair value assigned to research and development assets that the Company acquired that had not been completed at the date of acquisition and is accounted for as an indefinite lived intangible asset in accordance with ASC Topic 350, Intangibles—Goodwill and Other . The value assigned to the acquired IPR&D is determined by estimating the costs to develop the acquired technology into commercially viable products, estimating the resulting revenue from the projects, and discounting the net cash flows to present value. The Company’s IPR&D is comprised of Crestovo’s research and development asset related to CP101, which was acquired in the Merger. Goodwill and IPR&D are evaluated for impairment annually on October 1, or more frequently if events or changes in circumstances indicate that the asset might be impaired. Factors the Company considers important, on an overall company basis, that could trigger an impairment review include significant underperformance relative to historical or projected future operating results, significant changes in the Company’s use of the acquired asset or the strategy for its overall business, significant negative industry or economic trends, a significant decline in the Company’s stock price for a sustained period, or a reduction of its market capitalization relative to net book value. To conduct impairment tests of goodwill, the fair value of the Company’s single reporting unit is compared to its carrying value. If the reporting unit’s carrying value exceeds its fair value, the Company records an impairment loss to the extent that the carrying value of goodwill exceeds its fair value. The Company’s annual assessments for impairment of goodwill as of October 1, 2021 and October 1, 2020 indicated that the fair value of its reporting unit exceeded the carrying value of the reporting unit. To conduct impairment tests of IPR&D, the fair value of the IPR&D asset is compared to its carrying value. If the carrying value exceeds its fair value, the Company records an impairment loss to the extent that the carrying value of the IPR&D project exceeds its fair value. The Company estimates the fair value of IPR&D using discounted cash flow valuation models, which require the use of significant estimates and assumptions, including but not limited to, estimating the timing of and expected costs to complete the in-process projects, projecting regulatory approvals, estimating future cash flows from product sales resulting from completed projects and in-process projects, and developing appropriate discount rates. The Company’s annual assessment for impairment of IPR&D indicated that the fair value of its IPR&D asset as of October 1, 2021 and October 1, 2020 exceeded the respective carrying value. Any impairments are recognized as a loss in the year the goodwill and/or IPR&D are determined to be impaired. Impairment of IPR&D is recorded as research and development expense and impairment of goodwill is recorded separately as a loss in other income (expense) on the Company’s consolidated statements of operations. To date, no impairment loss has been recognized. Additionally, there has been no change to the carrying value of goodwill and IPR&D for the years ended December 31, 2021 and 2020. |
Deferred Initial Public Offering Costs | Deferred Initial Public Offering Costs The Company capitalizes certain legal, professional, accounting and other third-party fees that are directly associated with in-process equity issuances as deferred initial public offering costs until such equity issuances are consummated. After consummation of the equity issuance, these costs are recorded as a reduction in the capitalized amount associated with the equity issuance. Should the equity issuance be abandoned, the deferred initial public offering costs will be expensed immediately as a charge to operating expenses in the consolidated statement of operations and comprehensive loss. On March 18, 2021, the Company completed the IPO; accordingly, the Company recognized the deferred initial public offering costs of approximately $ 2.9 million as a reduction from gross proceeds associated with the IPO through additional paid-in capital in the accompanying consolidated balance sheet. On April 20, 2021, the Company issued 192,877 additional shares of common stock, pursuant to the underwriters’ partial exercise of their overallotment option, and the Company recognized offering costs of less than $ 0.1 million as a reduction from gross proceeds associated with the overallotment through additional paid-in capital in the accompanying consolidated balance sheet. Accordingly, there were no deferred offering costs as of December 31, 2021 . Deferred offering costs on the accompanying consolidated balance sheet as of December 31, 2020 were $ 1.0 million. |
Leases | Leases In February 2016, the FASB issued ASU 2016-02, Leases ( ASC 842 ) , as subsequently amended, which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors), and replaces the existing guidance in ASC 840, Leases. The FASB subsequently issued amendments to ASC 842, which have the same effective date of January 1, 2019: (i) ASU 2018-10, Codification Improvements to Topic 842, Leases , which amends certain narrow aspects of the guidance issued in ASU 2016-02; and (ii) ASU 2018-11, Leases (Topic 842): Targeted Improvements , which allows for a transition approach to initially apply ASU 2016-02 at the adoption date and not restate prior periods presented. ASC 842 requires lessees to classify leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine the recognition pattern of lease expense over the term of the lease. The Company adopted ASC 842 during the quarter ended December 31, 2021, with an effective date of January 1, 2021, using the modified retrospective approach and utilizing the effective date as its date of initial application. As a result, prior period financial statements continue to be presented in accordance with ASC 840. The adoption of this standard resulted in the recognition of operating lease right-of-use assets of $ 5.8 million and current and noncurrent operating lease liabilities of $ 0.9 million and $ 5.9 million, respectively, and the derecognition of deferred rent liabilities and unamortized lease incentives of $ 0.8 million and $ 0.2 million, respectively, on the Company’s Balance Sheets as of January 1, 2021 relating to its office leases in Somerville, MA. The adoption of this standard did not have a significant impact on the Company’s consolidated Statements of Operations or Statements of Cash Flows. Prior to January 1, 2021, the Company accounted for leases under Accounting Standards Codification 840, Leases (‘‘ASC 840’’). At lease inception, the Company determined if an arrangement was an operating or capital lease. For operating leases, the Company recognized rent expense, inclusive of rent escalations, holidays and lease incentives, on a straight-line basis over the lease term. The difference between rent expense recorded and the amount paid was recorded as deferred rent. The Company presented lease incentives as deferred rent and amortized the incentives as a reduction to rent expense on a straight-line basis over the lease term. The Company classified deferred rent as current and noncurrent liabilities based on the portion of the deferred rent that was scheduled to mature within the next twelve months. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement including the use of an identified asset(s) and the Company’s control over the use of that identified asset. The Company classifies leases with a term greater than one year as either operating or finance leases at the lease commencement date and records a right-of-use (“ROU”) asset and current and non-current lease liabilities, as applicable on the balance sheet. The Company elected, as allowed under ASC 842, to not recognize leases with a lease term of one year or less on its balance sheet. When an option to extend the lease exists, a determination is made whether that option is reasonably certain of exercise based on economic factors present at the measurement date and as circumstances may change. The Company measures and records its lease liabilities based on the present value of lease payments over the expected remaining lease term. The present value of future lease payments are discounted using the interest rate implicit in the lease contracts if that rate is readily available. As the implicit rate has not historically been readily determinable, the Company utilizes its incremental borrowing rate (“IBR”), which reflects the fixed rate at which the Company could borrow on a collateralized basis over a similar term to fund the amount of lease payments to be made in a similar economic environment. Management determines the appropriate IBR to use based on the Company’s credit standing and market environment at lease commencement. The Company measures its ROU assets as the lease liability plus initial direct costs and prepaid lease payments, less lease incentives granted by the lessor. In accordance with ASC 842, components of a lease should be split into three categories: lease components (e.g. land, building, etc.) , non-lease components (e.g. common area maintenance, consumables, etc.), and non-components (e.g. property taxes, insurance, etc.). The fixed and in-substance fixed contract consideration (including any consideration related to non-components) must be allocated, based on the respective relative fair values, to the lease components and non-lease components. However, the Company has elected to account for lease and non-lease components together as a single lease component for all underlying assets and allocate all of the contract consideration to the lease component only. After lease commencement and the establishment of a ROU asset and operating lease liability, lease expense is recorded on a straight-line basis over the lease term. Variable costs associated with a lease, such as maintenance and utilities, are not included in the measurement of the lease liabilities and right-of-use assets but rather are expensed when the events determining the amount of variable consideration to be paid have occurred. When a lease is modified and the modification is not accounted for as a separate contract, the Company remeasures its ROU assets and lease liabilities. A modification is accounted for as a separate contract if the modification grants the Company an additional right of use not included in the original lease arrangement and the increase in lease payments is commensurate with the additional right of use. The Company assesses its right-of-use assets for impairment in a manner consistent with its assessment for long-lived assets held and used in operations. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset 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 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 assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. To date, no impairments have been recognized for these assets. |
Research and Development Expenses | Research and Development Expenses Research and development costs are charged to expense as incurred. Research and development costs consist of expenses incurred in performing research and development activities, including salaries and benefits, materials and supplies, preclinical expenses, stock-based compensation expense, depreciation of equipment, contract services, facilities, and other outside expenses. Costs for external development activities are recognized based on an evaluation of the progress to completion of specific tasks using information provided to the Company by its vendors. Payments for these activities are 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 expense or accrued research and development expense. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses and expensed as the related goods are delivered or the services are performed. |
Segment Information | Segment Information Operating segments are identified as components of an enterprise about which separate discrete financial information is made available for evaluation by the chief operating decision maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The CODM is the Company’s Chief Executive Officer. The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. |
Share-based Compensation | Stock-based Compensation The Company accounts for all stock-based payment awards granted to employees and non-employees as stock-based compensation expense at fair value. The Company’s stock-based payments are comprised of stock options. The measurement date for employee awards is the date of grant, and stock-based compensation costs are recognized as expense over the employees’ requisite service period, which is the vesting period, on a straight-line basis. Stock-based compensation costs for non-employees are recognized as expense over the vesting period on a straight-line basis. Stock-based compensation expense is classified in the accompanying consolidated statements of operations based on the function to which the related services are provided. The Company recognizes stock-based compensation expense for the portion of awards that have vested. Forfeitures are recorded as they occur. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The Company has historically been a private company until its IPO in March 2021 and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends on common stock and does not expect to pay any cash dividends in the foreseeable future. |
Income Taxes | Income Taxes The Company is primarily subject to U.S. federal and Massachusetts state income tax. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the Company’s consolidated financial statements and tax returns. Deferred tax assets and liabilities are determined based upon the differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities and for loss and credit carryforwards, using enacted tax rates expected to be in effect in the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that these assets may not be realized. The Company determines whether it is more likely than not that a tax position will be sustained upon examination. If it is not more likely than not that a position will be sustained, none of the benefit attributable to the position is recognized. The tax benefit to be recognized for any tax position that meets the more-likely-than-not recognition threshold is calculated as the largest amount that is more than 50 % likely of being realized upon resolution of the contingency. The Company accounts for interest and penalties related to uncertain tax positions as part of its provision for income taxes. As of December 31, 2021 and 2020, the Company maintains a reserve against certain federal and state research and development credits that are recorded net in deferred taxes. The Company has no accruals for interest or penalties related to income tax matters. Tax years since inception remain open to examination by federal and state tax authorities. |
Revenue Recognition | Revenue Recognition The Company has historically generated revenue from the following sources: (1) collaboration revenue from the collaboration agreement with Takeda Pharmaceutical Company Limited (see Note 7) and (2) royalty revenue from OpenBiome’s sales of a licensed product under the Asset Purchase and License Agreement with OpenBiome (see Note 7). The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to be entitled to in exchange for those goods or services. To determine the appropriate amount of revenue to be recognized for arrangements determined to be within the scope of ASC 606, the Company performs the following five steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations including whether they are distinct; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect consideration it expects to be entitled to in exchange for the goods or services it transfers to the customer. The promised goods or services in the Company’s arrangements typically consist of (1) a license, or option to license, rights to the Company’s intellectual property or research and development services; (2) an obligation to transfer FMT materials; or (3) an obligation to provide pre-clinical and clinical research and support services. Under the collaboration agreement, the Company provides options to additional items, which are accounted for as separate contracts when the customer elects to exercise such options, unless the option provides a material right to the customer. Performance obligations are promised goods or services in a contract to transfer a distinct good or service to the customer and are considered distinct when (i) the customer can benefit from the good or service on its own or together with other readily available resources and (ii) the promised good or service is separately identifiable from other promises in the contract. In assessing whether promised goods or services are distinct, the Company considers factors such as the stage of development of the underlying intellectual property, the capabilities of the customer to develop the intellectual property on its own or whether the required expertise is readily available, and whether the goods or services are integral or dependent to other goods or services in the contract. For performance obligations which consist of FMT materials, shipping and distribution activities occur prior to the transfer of control of FMT materials and are considered activities to fulfill the Company’s promise to deliver goods to the customers. The Company estimates the transaction price based on the amount expected to be entitled to for transferring the promised goods or services in the contract. The consideration may include fixed consideration and variable consideration. At the inception of each arrangement that includes variable consideration, the Company evaluates the amount of potential payment and the likelihood that the underlying constraint will be released. The Company utilizes either the most likely amount method or expected value method to estimate the amount expected to be received based on which method best predicts the amount expected to be received. Variable consideration may be constrained and is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. The Company’s contracts often include development and regulatory milestone payments that are assessed under the most likely amount method and are included in the transaction price only to the extent it is probable that a significant revenue reversal would not occur. Milestone payments that are not within the Company’s control or the licensee’s control, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. At the end of each reporting period, the Company re-evaluates the probability of achievement of such development and regulatory milestones and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are added to the transaction price with a corresponding adjustment being made to the measure of progress, and, as necessary, recorded on a cumulative catch-up basis, which would affect collaboration revenue in the period of adjustment. For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). For contracts which have more than one performance obligation, the total contract consideration is allocated based on observable standalone selling prices or, if standalone selling prices are not readily observable, based on management’s estimate of each performance obligation’s standalone selling price. The Company must develop assumptions that require judgment to determine the standalone selling price for each performance obligation identified in the contract. The Company utilizes key assumptions to determine the standalone selling price, which may include other comparable transactions, pricing considered in negotiating the transaction and the estimated costs. Variable consideration is allocated specifically to one or more performance obligations in a contract when the terms of the variable consideration relate to the satisfaction of the performance obligation and the resulting amounts allocated are consistent with the amounts the Company would expect to be entitled to for the satisfaction of each performance obligation. The consideration allocated to each performance obligation is recognized as revenue when control is transferred for the related goods or services. For performance obligations which consist of licenses and other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. For performance obligations, revenue is recognized when control of the product is transferred to the customer and the related performance obligation is satisfied, which typically occurs upon delivery of the product to the customer, for an amount that reflects the consideration the Company expects to be entitled to receive in exchange for delivering the product. For performance obligations which consist of clinical trial participation and related support services, revenue is recognized over time as the customer simultaneously receives and consumes the benefits of the services provided. Disaggregation of Revenue The following table provides revenue disaggregated by timing of revenue recognition (in thousands): YEAR ENDED DECEMBER 31, 2021 2020 Transferred at a point in time $ — $ 343 Transferred over time 18,532 7,376 Total $ 18,532 $ 7,719 |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed using the weighted-average number of common shares outstanding during the period and, if dilutive, the weighted-average number of potential shares of common stock. Net loss per share attributable to common stockholders is calculated using the two-class method, which is an earnings allocation formula that determines net loss per share for the holders of the Company’s common shares and participating securities. The Company’s preferred stock contains participation rights in any dividend paid by the Company and is deemed to be a participating security. Net loss attributable to common stockholders and participating preferred shares are allocated to each share on an as-converted basis as if all of the earnings for the period had been distributed. The participating securities do not include a contractual obligation to share in losses of the Company and are not included in the calculation of net loss per share in the periods in which a net loss is recorded. Diluted net loss per share is computed using the more dilutive of (a) the two-class method or (b) the if-converted method. The Company allocates earnings first to preferred stockholders based on dividend rights and then to common and preferred stockholders based on ownership interests. The weighted-average number of common shares included in the computation of diluted net loss gives effect to all potentially dilutive common equivalent shares, including outstanding stock options and preferred stock. Common stock equivalent shares are excluded from the computation of diluted net loss per share if their effect is antidilutive. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is generally the same as basic net loss per share attributable to common stockholders since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The Company reported a net loss attributable to common stockholders for the years ended December 31, 2021 and 2020. |
Recently Issued and Adopted Accounting Pronouncements | Recently Issued and Adopted Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board FASB or other accounting standard setting bodies that we adopt as of the specified effective date. Unless otherwise discussed below, we do not believe that the adoption of recently issued standards have or may have a material impact on our consolidated statements or disclosures. In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other- Internal-Use Software (Subtopic on January 1, 2021.The adoption of this standard did not have a material impact on the Company’s consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes-Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes, enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The standard is effective for annual periods beginning after December 15, 2020 and interim periods within those fiscal years, with early adoption permitted. Adoption of the standard requires certain changes to be made prospectively and certain others to be made retrospectively. The Company adopted this standard on January 1, 2021, and this standard did not have a material impact on its consolidated financial statements and related disclosures for the year ended December 31, 2021. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Property and Equipment Estimated Useful Lives | Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets as follows: ESTIMATED USEFUL LIFE Computer equipment and software 3 years Laboratory equipment 5 years Office furniture 5 years Leasehold improvements Shorter of useful life or lease term |
Schedule of Disaggregation of Revenue by Timing of Revenue Recognition | The following table provides revenue disaggregated by timing of revenue recognition (in thousands): YEAR ENDED DECEMBER 31, 2021 2020 Transferred at a point in time $ — $ 343 Transferred over time 18,532 7,376 Total $ 18,532 $ 7,719 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicates the level of the fair value hierarchy utilized to determine such fair values (in thousands): DESCRIPTION DECEMBER 31, QUOTED SIGNIFICANT SIGNIFICANT Asset Money market funds $ 132,275 $ 132,275 $ — $ — Total financial assets $ 132,275 $ 132,275 $ — $ — DESCRIPTION DECEMBER 31, QUOTED SIGNIFICANT SIGNIFICANT Asset Money market funds $ 98,677 $ 98,677 $ — $ — Total financial assets $ 98,677 $ 98,677 $ — $ — |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following as of December 31, 2021 and 2020 (in thousands): DECEMBER 31, DECEMBER 31, Lab equipment $ 3,850 $ 2,363 Office furniture and fixtures 537 537 Leasehold improvements 13,894 2,143 Construction work-in-progress 329 2,635 Software 4,883 1,150 Computer equipment 368 205 Total $ 23,861 $ 9,033 Less: Accumulated depreciation ( 4,226 ) ( 2,029 ) Property and equipment, net $ 19,635 $ 7,004 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases Balance Sheet Information | The following table presents the classification of right-of-use assets and lease liabilities as of December 31, 2021: BALANCE SHEET CLASSIFICATION DECEMBER 31, 2021 ASSETS Operating lease assets Operating right-of-use assets $ 5,053 Finance lease assets Property and equipment, net 22 Total lease assets 5,075 Liabilities Current Operating lease liabilities Operating lease liabilities, current $ 1,128 Finance lease liabilities Other current liabilities 19 Noncurrent Operating lease liabilities Operating lease liabilities, non-current 4,887 Finance Other liabilities 7 Total lease liabilities $ 6,041 |
Summary of Components of Lease Cost | The following table represents the components of lease cost, which are included in general and administrative and research and development expense on the statement of operations, for the year ended December 31, 2021: LEASE COST DECEMBER 31, 2021 Finance lease cost: Amortization of right-of-use assets $ 27 Interest on lease liabilities 10 Operating lease cost 1,336 Short-term lease cost 254 Variable lease cost 525 Sublease income ( 88 ) Total lease cost $ 2,064 |
Summary of Weighted Average Remaining Lease Term and Discount Rate | The weighted-average remaining lease term and discount rate were as follows: LEASE TERM AND DISCOUNT RATE DECEMBER 31, 2021 Weighted-average remining lease term (years) Operating leases 4.6 Finance Leases 1.2 Weighted-average discount rate Operating leases 6.7 % Finance Leases 30.6 % |
Schedule of Supplemental Cash Flow Information | Supplemental disclosure of cash flow information related to leases was as follows: SUPPLEMENTAL CASH FLOW INFORMATION DECEMBER 31, 2021 Cash paid for amounts included in measurement of lease liabilities Operating cash flows from operating leases $ 1,006 Financing cash flows from finance leases $ 27 |
Schedule of Future Lease Payments | The following table represents a summary of the Company’s future lease payments required as of December 31, 2021: OPERATING LEASE OBLIGATIONS HOOD PARK LEASE OBLIGATIONS FINANCE LEASE OBLIGATIONS TOTAL LEASE OBLIGATIONS 2022 $ 1,487 $ 4,535 $ 24 $ 6,046 2023 1,440 4,663 6 6,109 2024 1,460 4,795 — 6,255 2025 1,496 4,931 — 6,427 2026 1,116 5,071 — 6,187 Thereafter — 27,605 — 27,605 Total future minimum lease payments $ 6,999 $ 51,600 $ 30 $ 58,629 Less: amount representing interest ( 984 ) — ( 5 ) ( 989 ) Present value of future minimum lease payments $ 6,015 $ 51,600 $ 25 $ 57,640 |
Schedule of Future Minimum Lease Payments | The following represents a summary of the Company's future minimum lease payments under non-cancelable lease agreements, presented in accordance with ASC 840, as of December 31, 2020: OPERATING LEASE OBLIGATIONS FINANCE LEASE OBLIGATIONS TOTAL LEASE OBLIGATIONS 2021 $ 1,351 $ 36 $ 1,387 2022 1,387 24 1,411 2023 1,424 6 1,430 2024 1,460 — 1,460 2025 1,496 — 1,496 Thereafter 1,115 — 1,115 Total minimum lease payments $ 8,233 $ 66 $ 8,299 Less: amount representing interest — ( 14 ) ( 14 ) Present value of minimum lease payments $ 8,233 $ 52 $ 8,285 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Liabilities Current [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following as of December 31, 2021 and 2020 (in thousands): DECEMBER 31, DECEMBER 31, Accrued research and development $ 1,345 $ 81 Accrued legal and professional fees 1,117 711 Accrued compensation and benefits 4,401 3,532 Accrued other 3,062 904 Total accrued expenses and other current liabilities $ 9,925 $ 5,228 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | The effective income tax rate differed from the statutory federal income tax rate due to the following: YEAR ENDED DECEMBER 31, 2021 2020 Federal income taxes at 21% 21.00 % 21.00 % State income taxes, net of federal benefit and tax credits 6.90 6.04 Permanent differences ( 0.19 ) ( 1.60 ) Research and development credit 2.12 2.03 Change in valuation allowance ( 29.30 ) ( 26.96 ) Other adjustments ( 0.53 ) ( 0.51 ) 0.00 % 0.00 % |
Schedule of Components of Deferred Tax Assets and Liabilities | Significant components of the Company’s net deferred tax assets and liabilities as of December 31, 2021 and 2020 are as follows (in thousands): YEAR ENDED DECEMBER 31, 2021 2020 Deferred Tax Assets: Net operating losses $ 48,419 $ 30,192 Tax credits 4,376 2,921 Deferred revenue — 3,057 Accrued expenses 859 225 Right of Use Liabilities 1,633 0 Other 548 289 Total deferred tax assets 55,835 36,684 Valuation allowance ( 49,079 ) ( 31,963 ) Total net deferred tax assets 6,756 4,721 Deferred Tax Liabilities: Intangibles assets 7,952 7,891 Fixed assets 563 253 Right of Use Assets 1,372 0 Other 330 38 Total deferred tax liabilities 10,217 8,182 Total net deferred tax liabilities ( 3,461 ) $ ( 3,461 ) |
Schedule of Reconciliation of Total Unrecognized Tax Benefits | A reconciliation of the beginning and ending balances of the total amounts of gross unrecognized tax benefits is as follows (in thousands): YEAR ENDED DECEMBER 31, 2021 2020 Balance, beginning of year $ 1,318 $ 1,004 Additions for tax positions of current year 507 — Additions for tax positions of prior years ( 3 ) 314 Balance, end of year $ 1,822 $ 1,318 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Schedule of Preferred Stock | As of December 31, 2020, preferred stock consisted of the following (in thousands, except share amounts): DECEMBER 31, PREFERRED PREFERRED CARRYING LIQUIDATION COMMON STOCK Series A 167,496,750 11,596,280 $ 53,593 $ 40,115 11,596,280 Series B 74,620,739 5,166,203 36,336 36,400 5,166,203 Series C 109,604,994 7,588,254 53,221 53,465 7,588,254 Series D 99,705,359 6,902,872 89,904 90,000 6,902,872 451,427,842 31,253,609 $ 233,054 $ 219,980 31,253,609 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Summary of Shares Reserved for Potential Conversion of Outstanding Preferred Stock, Vesting of Restricted Stock and Exercise of Stock Options, Common Stock Warrants, and Shares Under the Employee Stock Purchase Plan | As of December 31, 2021 and December 31, 2020, the Company has reserved the following shares of common stock for potential conversion of outstanding preferred stock, the vesting of restricted stock and exercise of stock options, common stock warrants, and shares under the employee stock purchase plan: DECEMBER 31, DECEMBER 31, Redeemable convertible preferred stock — 31,253,609 Options to purchase common stock 3,264,770 1,053,874 Common stock warrants 1 — 19,346 Shares issuable under employee stock purchase plan 45,195 — 3,309,965 32,326,829 _________________________ 1 During the fourth quarter of 2021, 19,346 common stock warrants were net exercised, resulting in 19,303 net shares. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Assumptions Used to Value Stock Options Granted | The assumptions that the Company used in Black-Scholes option-pricing model to determine the grant-date fair value of stock options granted for the years ended December 31, 2021 and 2020 were as follows: 2021 2020 Risk-free interest rate 0.88 % 0.46 % Expected term (in years) 5.1 - 6.3 5.5 - 6.1 Expected volatility 77.7 % - 93.0 % 74.6 % - 76.6 % Expected dividend yield 0.0 % 0.0 % |
Summary of Activity of Stock Options | The following table summarizes the activity of the Company’s stock options under the 2021 Plan for the year ended December 31, 2021: SHARES WEIGHTED- WEIGHTED- AGGREGATE Outstanding as of December 31, 2020 1,053,874 $ 1.51 7.5 $ 4,964 Granted 2,602,643 14.49 Exercised ( 155,821 ) 1.21 Cancelled or forfeited ( 211,987 ) 13.24 Expired ( 23,939 ) 12.18 Outstanding as of December 31, 2021 3,264,770 $ 11.04 8.4 $ 7,228 Options exercisable as of December 31, 2021 846,024 $ 4.03 6.7 $ 5,589 Options vested or expected to vest as of December 31, 2021 3,264,770 $ 11.04 8.4 $ 7,228 |
Summary of Total Stock-Based Compensation Expense | Total stock-based compensation expense recorded as research and development and general and administrative expenses, respectively, for employees, directors and non-employees during the years ended December 31, 2021 and 2020 is as follows (in thousands): |
Loss per Share (Tables)
Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Loss per Share Attributable to Common Stockholders | Basic and diluted loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average common shares outstanding (in thousands, except share and per share data): FOR THE YEAR 2021 2020 Numerator: Net loss $ ( 58,160 ) $ ( 39,341 ) Net loss attributable to ( 58,160 ) ( 39,341 ) Denominator: Weighted-average common 39,202,086 8,144,855 Net loss per share attributable $ ( 1.48 ) $ ( 4.83 ) |
Computation of Diluted Loss per Share Attributable to Common Stockholders | The Company excluded the following from the computation of diluted net loss per share attributable to common stockholders at December 31, 2021 and 2020 because including them would have had an anti-dilutive effect: YEAR ENDED 2021 2020 Preferred stock — 31,253,609 Options to purchase common stock 3,264,770 1,053,874 Common stock warrants — 19,346 Shares issuable under employee stock purchase plan 45,195 - 3,309,965 32,326,829 |
Nature of Operations and Basis
Nature of Operations and Basis of Presentation - Additional Information (Details) $ / shares in Units, $ in Thousands | Apr. 20, 2021USD ($)$ / sharesshares | Mar. 18, 2021USD ($)$ / sharesshares | Mar. 12, 2021shares | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)shares |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Proceeds from initial public offering, net of underwriting discounts, commissions and offering costs | $ 118,576 | $ 0 | |||
Convertible preferred stock outstanding | shares | shares | 31,253,609 | ||||
Net loss | (58,160) | $ (39,341) | |||
Accumulated deficit | (160,995) | (102,835) | |||
Cash and cash equivalents | $ 133,481 | $ 99,710 | |||
Common Stock | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Stock issued during period, shares | shares | shares | 192,877 | 7,500,000 | 7,500,000 | ||
Net proceeds after deducting underwriting discounts, commissions and offering costs | $ | $ 3,000 | $ 115,700 | |||
Number shares issued upon conversion of redeemable convertible preferred stock | shares | shares | shares | 31,253,609 | ||||
Initial Public Offering | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Public offering price per share | $ / shares | $ 17 | ||||
Aggregate gross proceeds | $ 127,500 | ||||
Proceeds from initial public offering, net of underwriting discounts, commissions and offering costs | 115,700 | ||||
Payments for underwriting discounts and commissions | 8,900 | ||||
Offering costs | $ 2,900 | ||||
Reverse stock split ratio | 69 | ||||
Convertible preferred stock outstanding | shares | shares | 0 | ||||
Initial Public Offering | Common Stock | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Stock issued during period, shares | shares | shares | 7,500,000 | ||||
Number shares issued upon conversion of redeemable convertible preferred stock | shares | shares | shares | 31,253,609 | ||||
OverAllotment Option | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Stock issued during period, shares | shares | shares | 192,877 | ||||
Public offering price per share | $ / shares | $ 17 | ||||
Aggregate gross proceeds | $ 3,300 | ||||
Net proceeds after deducting underwriting discounts, commissions and offering costs | $ | $ 3,000 | ||||
OverAllotment Option | Common Stock | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Stock issued during period, shares | shares | shares | 192,877 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Details) | Apr. 20, 2021USD ($)shares | Mar. 18, 2021USD ($)shares | Dec. 31, 2021USD ($)Segmentshares | Dec. 31, 2020USD ($) | Feb. 29, 2016USD ($) |
Summary Of Significant Accounting Policies [Line Items] | |||||
Cash equivalents | $ 133,500,000 | $ 99,700,000 | |||
Restricted cash | 2,500,000 | 200,000 | |||
Goodwill impairment | 0 | ||||
Change in goodwill | 0 | 0 | |||
Deferred offering costs | $ 0 | 1,000,000 | |||
Number of operating segments | Segment | 1 | ||||
Effective income tax rate reconciliation, percent | 50.00% | ||||
Income tax, accruals for interest or penalties | $ 0 | ||||
Operating right-of-use assets | 5,053,000 | 0 | $ 5,800,000 | ||
Operating lease liabilities, current | 1,128,000 | 0 | 900,000 | ||
Operating lease liabilities, non-current | 4,887,000 | 0 | $ 5,900,000 | ||
Derecognition of deferred rent liabilities | 800,000 | ||||
Unamortization of lease incentives | $ 200,000 | ||||
Common Stock [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Initial public offering, net of underwriting discounts, commissions and net of offering costs of $11,786 | shares | 192,877 | 7,500,000 | 7,500,000 | ||
OverAllotment Option | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Initial public offering, net of underwriting discounts, commissions and net of offering costs of $11,786 | shares | 192,877 | ||||
OverAllotment Option | Common Stock [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Initial public offering, net of underwriting discounts, commissions and net of offering costs of $11,786 | shares | 192,877 | ||||
OverAllotment Option | Maximum | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Deferred offering costs | $ 100,000 | ||||
I P O [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Deferred offering costs | $ 2,900,000 | ||||
I P O [Member] | Common Stock [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Initial public offering, net of underwriting discounts, commissions and net of offering costs of $11,786 | shares | 7,500,000 | ||||
Significant Observevable Inputs (Level 3) | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Assets | $ 0 | 0 | |||
Liabilities | $ 0 | $ 0 |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of Property and Equipment Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Computer Equipment and Software | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful life | 3 years |
Laboratory Equipment | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful life | 5 years |
Office Furniture and Fixtures | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful life | 5 years |
Leasehold Improvements | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful life | Shorter of useful life or lease term |
Significant Accounting Polici_6
Significant Accounting Policies - Schedule of Disaggregation of Revenue by Timing of Revenue Recognition (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation Of Revenue [Line Items] | ||
Total revenue | $ 18,532 | $ 7,719 |
Transferred at a Point in Time | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 0 | 343 |
Transferred over Time | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | $ 18,532 | $ 7,376 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
ASSETS | ||
Total financial assets | $ 225,369 | $ 165,338 |
Fair Value, Measurements, Recurring | ||
ASSETS | ||
Total financial assets | 132,275 | 98,677 |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
ASSETS | ||
Total financial assets | 132,275 | 98,677 |
Fair Value, Measurements, Recurring | Money Market Funds | ||
ASSETS | ||
Total financial assets | 132,275 | 98,677 |
Fair Value, Measurements, Recurring | Money Market Funds | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
ASSETS | ||
Total financial assets | $ 132,275 | $ 98,677 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Disclosures [Abstract] | ||
Transfers between fair value levels | $ 0 | $ 0 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Total | $ 23,861 | $ 9,033 |
Less: Accumulated depreciation | (4,226) | (2,029) |
Property and equipment, net | 19,635 | 7,004 |
Lab Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total | 3,850 | 2,363 |
Office Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Total | 537 | 537 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Total | 13,894 | 2,143 |
Construction Work-In-Progress | ||
Property Plant And Equipment [Line Items] | ||
Total | 329 | 2,635 |
Software | ||
Property Plant And Equipment [Line Items] | ||
Total | 4,883 | 1,150 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total | $ 368 | $ 205 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property Plant And Equipment [Line Items] | ||
Depreciation and amortization expense | $ 2,300 | $ 800 |
Property and equipment held | 23,861 | 9,033 |
Software, Property and Equipment | Open Biome | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment held | $ 3,900 | $ 1,200 |
Leases - Additional Information
Leases - Additional Information (Details) | Aug. 17, 2021 | Aug. 03, 2021USD ($)ft² | May 25, 2021 | Mar. 18, 2021 | Mar. 01, 2021 | Jan. 31, 2017USD ($)ft² | Dec. 31, 2015USD ($)ft² | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Jul. 31, 2016 | Feb. 29, 2016USD ($) |
Capital Leased Assets [Line Items] | |||||||||||
Sublease income | $ 88,000 | ||||||||||
Lease term description | The lease term is from March 2021 through February 2023 | ||||||||||
Operating right-of-use assets | 5,053,000 | $ 0 | $ 5,800,000 | ||||||||
Letter of Credit | |||||||||||
Capital Leased Assets [Line Items] | |||||||||||
Decrease in security deposit | $ 2,300,000 | ||||||||||
Inner Belt Road Lease | |||||||||||
Capital Leased Assets [Line Items] | |||||||||||
Lease agreement term | 10 years | 10 years | |||||||||
Office and laboratory space for lease | ft² | 25,785 | ||||||||||
Rental charges | $ 100,000 | ||||||||||
Sublease agreement term | 10 years | 10 years | |||||||||
Additional Space for primary office and laboratory | ft² | 10,500 | ||||||||||
Rent for additional space | $ 33,000 | ||||||||||
Lease expense | 1,300,000 | 1,300,000 | |||||||||
Open Biome | |||||||||||
Capital Leased Assets [Line Items] | |||||||||||
Sublease income | 100,000 | 400,000 | |||||||||
Cherry Street Lease | |||||||||||
Capital Leased Assets [Line Items] | |||||||||||
Lease expense | 100,000 | 0 | |||||||||
Concord Avenue Lease | |||||||||||
Capital Leased Assets [Line Items] | |||||||||||
Lease expense | 200,000 | $ 0 | |||||||||
Lease term description | On August 17, 2021 Finch extended the term of the lease for an additional two-month period through April 2022 and on February 4, 2022 Finch further extended the lease for an additional month through May 2022. | May 2021 through February 2022 | |||||||||
100 Hood Park Drive | |||||||||||
Capital Leased Assets [Line Items] | |||||||||||
Lease agreement term | 10 years | ||||||||||
Office and laboratory space for lease | ft² | 61,139 | ||||||||||
Rental charges | $ 4,500,000 | ||||||||||
Sublease agreement term | 10 years | ||||||||||
Lease expense | 0 | ||||||||||
Lease term description | The Hood Lease provides Finch with an option to extend the lease for one additional five-year term | ||||||||||
Operating right-of-use assets | 0 | ||||||||||
Lease liability | 0 | ||||||||||
Tenant improvement allowance | $ 14,800,000 | ||||||||||
Tenant Improvements | $ 5,300 |
Leases - Leases Balance Sheet I
Leases - Leases Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 29, 2016 |
Leases [Abstract] | |||
Operating right-of-use assets | $ 5,053 | $ 0 | $ 5,800 |
Finance lease assets | $ 22 | ||
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property Plant And Equipment Net | Property Plant And Equipment Net | |
Property Plant And Equipment Net | $ 19,635 | $ 7,004 | |
Lease Assets, Total | 5,075 | ||
Operating lease liabilities, current | 1,128 | $ 0 | 900 |
Finance lease liabilities | $ 19 | ||
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Liabilities Current | Liabilities Current | |
Liabilities Current | $ 14,790 | $ 11,486 | |
Operating lease liabilities, non-current | 4,887 | $ 0 | $ 5,900 |
Finance Lease, Liability, Noncurrent | $ 7 | ||
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities Noncurrent | Other Liabilities Noncurrent | |
Other Liabilities Noncurrent | $ 7 | $ 221 | |
Total lease liabilities | $ 6,041 |
Leases - Summary of Components
Leases - Summary of Components of Lease Cost (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Lease, Cost [Abstract] | |
Amortization of right-of-use assets | $ 27 |
Interest on lease liabilities | 10 |
Operating lease cost | 1,336 |
Short-term lease cost | 254 |
Variable lease cost | 525 |
Sublease income | (88) |
Total lease cost | $ 2,064 |
Leases - Summary of Weighted Av
Leases - Summary of Weighted Average Remaining Lease Term and Discount Rate (Details) | Dec. 31, 2021 |
Lease, Cost [Abstract] | |
Weighted-average remaining lease term, Operating leases | 4 years 7 months 6 days |
Weighted-average remaining lease term, Financing leases | 1 year 2 months 12 days |
Weighted-average discount rate, Operating leases | 6.70% |
Weighted-average discount rate, Finance leases | 30.60% |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Operating cash flows from operating leases | $ (1,006) | $ 0 |
Financing cash flows from finance leases | $ 27 | $ 47 |
Leases - Schedule of Future Lea
Leases - Schedule of Future Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2022 | $ 6,046 | $ 1,387 |
2023 | 6,109 | 1,411 |
2024 | 6,255 | 1,430 |
2025 | 6,427 | 1,460 |
2026 | 6,187 | 1,496 |
Thereafter | 27,605 | 1,115 |
Total minimum lease payments | 58,629 | 8,299 |
Less: amount representing interest | 989 | (14) |
Present value of minimum lease payments | 57,640 | 8,285 |
Operating Lease Obligations [Abstract] | ||
2022 | 1,487 | 1,351 |
2023 | 1,440 | 1,387 |
2024 | 1,460 | 1,424 |
2025 | 1,496 | 1,460 |
2026 | 1,116 | 1,496 |
Thereafter | 0 | 1,115 |
Total future minimum lease payments | 6,999 | 8,233 |
Less: amount representing interest | (984) | 0 |
Present value of future minimum lease payments | 6,015 | 8,233 |
Hood Park Lease Obligations [Abstract] | ||
2022 | 4,535 | |
2023 | 4,663 | |
2024 | 4,795 | |
2025 | 4,931 | |
2026 | 5,071 | |
Thereafter | 27,605 | |
Total future minimum lease payments | 51,600 | |
Less: amount representing interest | 0 | |
Present value of future minimum lease payments | 51,600 | |
Finance Lease Obligation [Abstract] | ||
2022 | 24 | 36 |
2023 | 6 | 24 |
2024 | 0 | 6 |
2025 | 0 | 0 |
2026 | 0 | 0 |
Thereafter | 0 | 0 |
Total future minimum lease payments | 30 | 66 |
Less: amount representing interest | (5) | (14) |
Present value of future minimum lease payments | $ 25 | $ 52 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2021 | $ 6,046 | $ 1,387 |
2022 | 6,109 | 1,411 |
2023 | 6,255 | 1,430 |
2024 | 6,427 | 1,460 |
2025 | 6,187 | 1,496 |
Thereafter | 27,605 | 1,115 |
Total minimum lease payments | 58,629 | 8,299 |
Less: amount representing interest | 989 | (14) |
Present value of minimum lease payments | 57,640 | 8,285 |
Operating Lease Obligations [Abstract] | ||
2021 | 1,487 | 1,351 |
2022 | 1,440 | 1,387 |
2023 | 1,460 | 1,424 |
2024 | 1,496 | 1,460 |
2025 | 1,116 | 1,496 |
Thereafter | 0 | 1,115 |
Total future minimum lease payments | 6,999 | 8,233 |
Less: amount representing interest | (984) | 0 |
Present Value of Future Minimum Lease Payments | 6,015 | 8,233 |
Finance Lease Obligation [Abstract] | ||
2021 | 24 | 36 |
2022 | 6 | 24 |
2023 | 0 | 6 |
2024 | 0 | 0 |
2025 | 0 | 0 |
Thereafter | 0 | 0 |
Total future minimum lease payments | 30 | 66 |
Less: amount representing interest | (5) | (14) |
Present value of future minimum lease payments | $ 25 | $ 52 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued Liabilities Current [Abstract] | ||
Accrued research and development | $ 1,345 | $ 81 |
Accrued legal and professional fees | 1,117 | 711 |
Accrued compensation and benefits | 4,401 | 3,532 |
Accrued other | 3,062 | 904 |
Total accrued expenses and other current liabilities | $ 9,925 | $ 5,228 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2017 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Accounts receivable | $ 494 | $ 1,034 | |
Takeda Agreement | Sales-Based Royalties | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Royalties received | 0 | 0 | |
Takeda Pharmaceutical Company Limited | Takeda Agreement | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Upfront payment received | $ 10,000 | ||
Accounts receivable | 500 | 1,000 | |
Deferred revenue | 13,600 | ||
Maximum milestone payment associated with development and commercialization upon milestone to be achieved | 180,000 | ||
Milestone payments received under agreement | 4,000 | ||
Remaining revenue performance obligation | 0 | ||
Takeda Pharmaceutical Company Limited | Takeda Agreement | Collaboration Revenue | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Revenue recognized | 18,500 | 7,400 | |
Open Biome | Asset Purchase And License Agreement | Sales-Based Royalties | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Royalty revenue | 0 | 300 | |
Open Biome | LMIC Agreement | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Revenue recognized | 0 | $ 0 | |
Open Biome | LMIC Agreement | Sales-Based Royalties | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Royalty revenue | $ 0 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal income taxes at 21% | 21.00% | 21.00% |
State income taxes, net of federal benefit and tax credits | 6.90% | 6.04% |
Permanent differences | (0.19%) | (1.60%) |
Research and development credit | 2.12% | 2.03% |
Change in valuation allowance | (29.30%) | (26.96%) |
Other adjustments | (0.53%) | (0.51%) |
Effective tax rate | 0.00% | 0.00% |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Tax Assets: | ||
Net operating losses | $ 48,419 | $ 30,192 |
Tax credits | 4,376 | 2,921 |
Deferred revenue | 3,057 | |
Accrued expenses | 859 | 225 |
Right of use liabilities | 1,633 | 0 |
Other | 548 | 289 |
Total deferred tax assets | 55,835 | 36,684 |
Valuation allowance | (49,079) | (31,963) |
Total net deferred tax assets | 6,756 | 4,721 |
Deferred Tax Liabilities: | ||
Intangibles assets | 7,952 | 7,891 |
Fixed assets | 563 | 253 |
Right of Use Assets | 1,372 | 0 |
Other | 330 | 38 |
Total deferred tax liabilities | 10,217 | 8,182 |
Total net deferred tax liabilities | $ (3,461) | $ (3,461) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2018 | |
Operating Loss Carryforwards [Line Items] | |||
Deferred Tax Assets, Valuation Allowance | $ 49,079,000 | $ 31,963,000 | |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | 17,100,000 | ||
Net Operating Losses | $ 181,900,000 | ||
Operating Loss Carryforwards, Expiration Year | 2037 | ||
Research and development credit | 2.12% | 2.03% | |
Research And Development Expense | $ 57,279,000 | $ 33,144,000 | |
Research and Development Credits, Expiration year | which will expire at various dates through 2041 | which will expire at various dates through 2040 | |
Income Tax Examination, Penalties and Interest Accrued | $ 0 | $ 0 | |
Tax credit carryforward percent | 6.90% | 6.04% | |
Federal [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net Operating Losses | $ 114,400,000 | $ 144,700,000 | |
Operating Loss Carry forwards Prior Period | $ 37,200,000 | ||
Research And Development Expense | 3,800,000 | 2,600,000 | |
state [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net Operating Losses | $ 10,200,000 | $ 6,100,000 | |
Operating Loss Carry Forwards Expiration Period | 20 years | 20 years | |
Research And Development Expense | $ 400,000 | $ 300,000 | |
Tax credit carryforward percent | 50.00% |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Total Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Balance, beginning of year | $ 1,318 | $ 1,004 |
Additions for tax positions of current year | 507 | 0 |
Additions for tax positions of prior years | 3 | 314 |
Accrued penalties and interest | $ 1,822 | 1,318 |
Balance, end of year | $ 1,318 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands | May 08, 2021 | Apr. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2021 |
Paycheck Protection Program C A R E S [Member] | ||||
Loss Contingencies [Line Items] | ||||
Proceeds from loan | $ 1,800 | |||
Debt instrument, face amount | $ 1,800 | |||
Accrued interest borrowed | $ 19,000 | |||
Debt instrument forgiven, description | On May 8, 2021, the Company received notice from the SBA that the entirely of the PPP Loan was forgiven. Accordingly, the Company is no longer required to repay the $1.8 million in principal and approximately $19,000 in accrued interest borrowed under the PPP Loan. | |||
Open Biome | Asset Purchase And License Agreement | ||||
Loss Contingencies [Line Items] | ||||
Regulatory milestone payments | $ 2,500 | |||
Sales-based milestone payments | $ 23,300 | |||
Milestone payments paid | $ 100 | |||
Open Biome | Material Access And License Agreement | ||||
Loss Contingencies [Line Items] | ||||
Royalty payments paid | 200 | |||
Remaining royalty amount due | 300 | |||
Additional royalty amount due | $ 100 |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Stock - Additional Informations (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | |||||
Sep. 30, 2020 | Dec. 31, 2021 | Mar. 18, 2021 | Mar. 12, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Class Of Stock [Line Items] | ||||||
Temporary equity, shares authorized | 451,427,842 | |||||
Temporary Equity, Shares Issued | 31,253,609 | |||||
Temporary Equity Shares Outstanding | 31,253,609 | |||||
Beginning Balance, Share at January 1, 2020 | 31,253,609 | |||||
Preferred stock, shares outstanding | 0 | |||||
Common stock, shares, outstanding | 47,512,182 | 8,391,793 | ||||
Preferred Stock Shares Outstanding | 0 | |||||
Initial Public Offering | ||||||
Class Of Stock [Line Items] | ||||||
Temporary Equity Shares Outstanding | 0 | |||||
Beginning Balance, Share at January 1, 2020 | 0 | |||||
Preferred stock, shares outstanding | 31,253,609 | |||||
Redeemable convertible preferred stock purchase price per share | $ 17 | |||||
Preferred Stock Shares Outstanding | 31,253,609 | |||||
Initial Public Offering | Common Stock [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 31,253,609 | |||||
Series A Redeemable Convertible Preferred Stock | ||||||
Class Of Stock [Line Items] | ||||||
Temporary equity, shares authorized | 0 | 167,496,750 | ||||
Temporary Equity, Shares Issued | 0 | 11,596,280 | ||||
Temporary equity, par value | $ 0.001 | $ 0.001 | ||||
Temporary Equity Shares Outstanding | 0 | 11,596,280 | 11,596,280 | |||
Beginning Balance, Share at January 1, 2020 | 0 | 11,596,280 | 11,596,280 | |||
Series B Redeemable Convertible Preferred Stock | ||||||
Class Of Stock [Line Items] | ||||||
Temporary equity, shares authorized | 0 | 74,620,739 | ||||
Temporary Equity, Shares Issued | 0 | 5,166,203 | ||||
Temporary equity, par value | $ 0.001 | $ 0.001 | ||||
Temporary Equity Shares Outstanding | 0 | 5,166,203 | 5,166,203 | |||
Beginning Balance, Share at January 1, 2020 | 0 | 5,166,203 | 5,166,203 | |||
Series C Redeemable Convertible Preferred Stock | ||||||
Class Of Stock [Line Items] | ||||||
Temporary equity, shares authorized | 0 | 109,604,994 | ||||
Temporary Equity, Shares Issued | 0 | 7,588,254 | ||||
Temporary equity, par value | $ 0.001 | $ 0.001 | ||||
Temporary Equity Shares Outstanding | 0 | 7,588,254 | 7,588,254 | |||
Beginning Balance, Share at January 1, 2020 | 0 | 7,588,254 | 7,588,254 | |||
Series D Redeemable Convertible Preferred Stock | ||||||
Class Of Stock [Line Items] | ||||||
Temporary equity, shares authorized | 0 | 99,705,359 | ||||
Temporary Equity, Shares Issued | 6,902,872 | 0 | 6,902,872 | |||
Temporary equity, par value | $ 0.001 | $ 0.001 | ||||
Temporary Equity Shares Outstanding | 0 | 6,902,872 | ||||
Proceeds from issuance of redeemable preferred stock | $ 90 | |||||
Preferred stock issuance cost | $ 0.1 | |||||
Beginning Balance, Share at January 1, 2020 | 0 | 6,902,872 | ||||
Redeemable convertible preferred stock purchase price per share | $ 13.0381 |
Redeemable Convertible Prefer_4
Redeemable Convertible Preferred Stock - Schedule of Redeemable Convertible Preferred Stock (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2021 | Sep. 30, 2020 | Dec. 31, 2019 | |
Temporary Equity [Line Items] | ||||
Temporary equity, shares authorized | 451,427,842 | |||
Temporary Equity, Shares Issued | 31,253,609 | |||
Temporary Equity Shares Outstanding | 31,253,609 | |||
Redeemable convertible preferred stock | $ 233,054 | |||
LIQUIDATION VALUE | $ 219,980 | |||
Series A Redeemable Convertible Preferred Stock [Member] | ||||
Temporary Equity [Line Items] | ||||
Temporary equity, shares authorized | 167,496,750 | 0 | ||
Temporary Equity, Shares Issued | 11,596,280 | 0 | ||
Temporary Equity Shares Outstanding | 11,596,280 | 0 | 11,596,280 | |
Redeemable convertible preferred stock | $ 53,593 | $ 0 | $ 53,593 | |
LIQUIDATION VALUE | $ 40,115 | |||
Series B Redeemable Convertible Preferred Stock [Member] | ||||
Temporary Equity [Line Items] | ||||
Temporary equity, shares authorized | 74,620,739 | 0 | ||
Temporary Equity, Shares Issued | 5,166,203 | 0 | ||
Temporary Equity Shares Outstanding | 5,166,203 | 0 | 5,166,203 | |
Redeemable convertible preferred stock | $ 36,336 | $ 0 | $ 36,336 | |
LIQUIDATION VALUE | $ 36,400 | |||
Series C Redeemable Convertible Preferred Stock [Member] | ||||
Temporary Equity [Line Items] | ||||
Temporary equity, shares authorized | 109,604,994 | 0 | ||
Temporary Equity, Shares Issued | 7,588,254 | 0 | ||
Temporary Equity Shares Outstanding | 7,588,254 | 0 | 7,588,254 | |
Redeemable convertible preferred stock | $ 53,221 | $ 0 | $ 53,221 | |
LIQUIDATION VALUE | $ 53,465 | |||
Series D Redeemable Convertible Preferred Stock [Member] | ||||
Temporary Equity [Line Items] | ||||
Temporary equity, shares authorized | 99,705,359 | 0 | ||
Temporary Equity, Shares Issued | 6,902,872 | 0 | 6,902,872 | |
Temporary Equity Shares Outstanding | 6,902,872 | 0 | ||
Redeemable convertible preferred stock | $ 89,904 | $ 0 | ||
LIQUIDATION VALUE | $ 90,000 | |||
Common Stock [Member] | ||||
Temporary Equity [Line Items] | ||||
COMMON STOCK ISSUABLE UPON CONVERSION | 31,253,609 | |||
Common Stock [Member] | Series A Redeemable Convertible Preferred Stock [Member] | ||||
Temporary Equity [Line Items] | ||||
COMMON STOCK ISSUABLE UPON CONVERSION | 11,596,280 | |||
Common Stock [Member] | Series B Redeemable Convertible Preferred Stock [Member] | ||||
Temporary Equity [Line Items] | ||||
COMMON STOCK ISSUABLE UPON CONVERSION | 5,166,203 | |||
Common Stock [Member] | Series C Redeemable Convertible Preferred Stock [Member] | ||||
Temporary Equity [Line Items] | ||||
COMMON STOCK ISSUABLE UPON CONVERSION | 7,588,254 | |||
Common Stock [Member] | Series D Redeemable Convertible Preferred Stock [Member] | ||||
Temporary Equity [Line Items] | ||||
COMMON STOCK ISSUABLE UPON CONVERSION | 6,902,872 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 20, 2021 | Mar. 18, 2021 | Oct. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 01, 2020 |
Class Of Stock [Line Items] | ||||||
Common shares authorized for issuance | 200,000,000 | 598,232,153 | ||||
Common stock par value | $ 0.001 | $ 0.001 | ||||
Preferred stock, shares outstanding | 0 | |||||
Cash dividends declared or paid | $ 0 | |||||
Common stock voting rights | Each share of common stock entitles the holder to one vote | |||||
Stock purchase price | $ 115,714 | |||||
General and administrative expense | 21,238 | $ 14,011 | ||||
Secondary Sale | ||||||
Class Of Stock [Line Items] | ||||||
Stock issued during period, shares | 412,323 | |||||
Stock purchase price | $ 5,400 | |||||
Stock-based compensation expense | $ 2,800 | $ 2,800 | ||||
General and administrative expense | $ 2,800 | |||||
Secondary Sale | Affiliated Entity | ||||||
Class Of Stock [Line Items] | ||||||
Stock issued during period, shares | 258,924 | |||||
Stock purchase price | $ 3,400 | |||||
Common Stock | ||||||
Class Of Stock [Line Items] | ||||||
Common stock par value | $ 0.001 | |||||
Stock issued during period, shares | 192,877 | 7,500,000 | 7,500,000 | |||
Offering price per share | $ 17 | $ 17 | ||||
Net proceeds from issuance of common stock | $ 3,000 | $ 115,700 | ||||
Conversion of stock, shares issued | 31,253,609 | |||||
Gross proceeds from issuance of common stock | $ 3,300 | |||||
Stock purchase price | $ 8 | |||||
Common Stock | Secondary Sale | ||||||
Class Of Stock [Line Items] | ||||||
Common stock selling price per share | $ 13.0381 | |||||
Undesignated Preferred Stock | ||||||
Class Of Stock [Line Items] | ||||||
Preferred stock par value | $ 0.001 | |||||
Maximum | Common Stock | ||||||
Class Of Stock [Line Items] | ||||||
Common shares authorized for issuance | 200,000,000 | |||||
Maximum | Undesignated Preferred Stock | ||||||
Class Of Stock [Line Items] | ||||||
Preferred shares authorized for issuance | 10,000,000 |
Stockholder's Equity - Summary
Stockholder's Equity - Summary of Shares Reserved for Potential Conversion of Outstanding Preferred Stock, Vesting of Restricted Stock and Exercise of Stock Options, Common Stock Warrants, and Shares Under the Employee Stock Purchase Plan (Details) - shares | Dec. 31, 2021 | Dec. 31, 2020 | |
Class Of Stock [Line Items] | |||
Shares of common stock for potential conversion | 3,309,965 | 32,326,829 | |
Redeemable Convertible Preferred Stock | |||
Class Of Stock [Line Items] | |||
Shares of common stock for potential conversion | 0 | 31,253,609 | |
Options to Purchase Common Stock | |||
Class Of Stock [Line Items] | |||
Shares of common stock for potential conversion | 3,264,770 | 1,053,874 | |
Common Stock Warrants | |||
Class Of Stock [Line Items] | |||
Shares of common stock for potential conversion | [1] | 0 | 19,346 |
Employee Stock Option [Member] | |||
Class Of Stock [Line Items] | |||
Shares of common stock for potential conversion | 45,195 | 0 | |
[1] | During the fourth quarter of 2021, 19,346 common stock warrants were net exercised, resulting in 19,303 net shares. |
Stockholder's Equity - Summar_2
Stockholder's Equity - Summary of Shares Reserved for Potential Conversion of Outstanding Preferred Stock, Vesting of Restricted Stock and Exercise of Stock Options, Common Stock Warrants, and Shares Under the Employee Stock Purchase Plan (Parenthetical) (Details) - shares | 3 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2021 | |
Class Of Stock [Line Items] | ||
Common stock warrants exercised net | 19,303 | |
Common Stock [Member] | ||
Class Of Stock [Line Items] | ||
Common stock warrants exercised gross | 19,346 | |
Common stock warrants exercised net | 19,303 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Oct. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of common stock shares available for future grants | 0 | ||
Aggregate purchase of common stock | 500,000 | ||
Shares of common stock for potential conversion | 3,309,965 | 32,326,829 | |
Intrinsic value of options exercised | $ 1,700,000 | $ 400,000 | |
Weighted average grant date fair value | $ 9.87 | $ 0.87 | |
Stock-based compensation expense | $ 4,161,000 | $ 3,099,000 | |
Restricted stock vested | 547,360 | ||
Remaining stock compensation expense | 0 | ||
Secondary Sale | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Initial public offering, net of underwriting discounts, commissions and net of offering costs of $11,786 | 412,323 | ||
Stock-based compensation expense | $ 2,800,000 | $ 2,800,000 | |
Restricted Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 8,000,000 | ||
2017 Equity Incentive Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of common stock shares available for future grants | 0 | 698,601 | |
Maximum number of common stock to be issued | 4,700,000 | ||
Unrecognized compensation expense remaining to be recognized, period | 3 years 2 months 26 days | ||
2021 Equity Incentive Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of common stock shares available for future grants | 2,569,454 | ||
Maximum number of common stock to be issued | 5,291,446 | ||
Percentage of increase in shares of common stock reserved for issuance | 5.00% | ||
Number of shares issuable upon the exercise of outstanding options | 3,264,770 | ||
Unrecognized compensation expense remaining to be recognized | $ 19,900,000 | ||
2021 Equity Incentive Plan | Incentive Stock Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Maximum number of common stock to be issued | 14,100,000 |
Stock Based Compensation - Assu
Stock Based Compensation - Assumptions Used to Value Stock Options Granted (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk-free interest rate | 0.88% | 0.46% |
Expected dividend yield | 0.00% | 0.00% |
Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (in years) | 5 years 1 month 6 days | 5 years 6 months |
Expected volatility | 77.70% | 74.60% |
Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (in years) | 6 years 3 months 18 days | 6 years 1 month 6 days |
Expected volatility | 93.00% | 76.60% |
Stock Based Compensation - Summ
Stock Based Compensation - Summary of Activity of Stock Options (Details) - 2021 Equity Incentive Plan - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
SHARES, Outstanding, Beginning Balance | shares | 1,053,874 | |
SHARES, Granted | shares | 2,602,643 | |
SHARES, Exercised | shares | (155,821) | |
SHARES, Cancelled or forfeited | shares | (211,987) | |
SHARES, Expired | shares | (23,939) | |
SHARES, Outstanding, Ending Balance | shares | 3,264,770 | 1,053,874 |
SHARES, Options exercisable | shares | 846,024 | |
SHARES, Options vested or expected to vest | shares | 3,264,770 | |
WEIGHTED AVERAGE EXERCISE PRICE, Outstanding, Beginning Balance | $ / shares | $ 1.51 | |
WEIGHTED AVERAGE EXERCISE PRICE, Granted | $ / shares | 14.49 | |
WEIGHTED AVERAGE EXERCISE PRICE, Exercised | $ / shares | 1.21 | |
WEIGHTED AVERAGE EXERCISE PRICE, Cancelled or forfeited | $ / shares | 13.24 | |
WEIGHTED AVERAGE EXERCISE PRICE, Expired | $ / shares | 12.18 | |
WEIGHTED AVERAGE EXERCISE PRICE, Outstanding, Ending Balance | $ / shares | 11.04 | $ 1.51 |
WEIGHTED AVERAGE EXERCISE PRICE, Options exercisable | $ / shares | 4.03 | |
WEIGHTED AVERAGE EXERCISE PRICE, Options vested or expected to vest | $ 11.04 | |
WEIGHTED AVERAGE REMAINING CONTRACTUAL TERM (in years), Outstanding | 8 years 4 months 24 days | 7 years 6 months |
WEIGHTED AVERAGE REMAINING CONTRACTUAL TERM (in years), Options exercisable | 6 years 8 months 12 days | |
WEIGHTED AVERAGE REMAINING CONTRACTUAL TERM (in years), Options vested or expected to vest | 8 years 4 months 24 days | |
AGGREGATE INTRINSIC VALUE, Outstanding, Beginning Balance | $ | $ 7,228 | $ 4,964 |
AGGREGATE INTRINSIC VALUE, Outstanding, Ending Balance | $ | 7,228 | $ 4,964 |
AGGREGATE INTRINSIC VALUE, Options exercisable | $ | 5,589 | |
AGGREGATE INTRINSIC VALUE, Options vested or expected to vest | $ | $ 7,228 |
Stock Based Compensation - Su_2
Stock Based Compensation - Summary of Total Stock-Based 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] | ||
Total stock-based compensation expense | $ 4,161 | $ 3,099 |
Research and Development | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation expense | 1,605 | 179 |
General and Administrative | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 2,556 | $ 2,920 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | Mar. 01, 2021 | Feb. 10, 2020 | Nov. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||||||
Due from related party | $ 0 | $ 61 | ||||
Due to related party | 0 | 266 | ||||
Open Biome | ||||||
Related Party Transaction [Line Items] | ||||||
Rent income under sublease | 100 | 400 | ||||
Open Biome | Maximum | ||||||
Related Party Transaction [Line Items] | ||||||
Receivable from related party | 0 | 100 | ||||
Strategic Agreement | Open Biome | ||||||
Related Party Transaction [Line Items] | ||||||
Reimbursed to related party | 100 | 300 | ||||
Reimbursed from related party | 100 | 300 | ||||
Due to related party | 0 | |||||
Strategic Agreement | Open Biome | Maximum | ||||||
Related Party Transaction [Line Items] | ||||||
Due from related party | 0 | 0 | ||||
Due to related party | 100 | |||||
Clinical Supply and Services Agreement | Open Biome | ||||||
Related Party Transaction [Line Items] | ||||||
Due to related party | 0 | 200 | ||||
Payment of monthly platform fee | $ 200 | |||||
Security deposit | 500 | |||||
Prepaid fees | 1,600 | |||||
Security deposit returned | $ 500 | |||||
Payment to related party | 1,100 | $ 3,800 | ||||
Asset Purchase Agreement | Open Biome | ||||||
Related Party Transaction [Line Items] | ||||||
Payment to acquire certain assets | $ 1,200 | |||||
Payment to acquire remaining assets | $ 3,800 | |||||
Property and equipment | $ 5,000 | |||||
Required to pay certain milestones | $ 26,000 |
Retirement Plan - Additional In
Retirement Plan - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Compensation And Retirement Disclosure [Abstract] | ||
Company's contribution to plan | $ 0.8 | $ 0.4 |
Loss per Share - Basic and Dilu
Loss per Share - Basic and Diluted Loss per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | ||
Net loss | $ (58,160) | $ (39,341) |
Net loss attributable to common stockholders— basic and diluted | $ (58,160) | $ (39,341) |
Denominator: | ||
Weighted-average common stock outstanding—basic and diluted | 39,202,086 | 8,144,855 |
Net loss per share attributable to common stockholders—basic and diluted | $ (1.48) | $ (4.83) |
Loss per Share - Computation of
Loss per Share - Computation of Diluted Loss per Share Attributable to Common Stockholders (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluding from computation of diluted net loss per share | 3,309,965 | 32,326,829 |
Employee Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluding from computation of diluted net loss per share | 45,195 | |
Preferred Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluding from computation of diluted net loss per share | 31,253,609 | |
Options to Purchase Common Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluding from computation of diluted net loss per share | 3,264,770 | 1,053,874 |
Common Stock Warrants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluding from computation of diluted net loss per share | 19,346 |