Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 08, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Entity Central Index Key | 0001739410 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Period End Date | Sep. 30, 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-40693 | |
Entity Registrant Name | RALLYBIO CORPORATION | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-1083789 | |
Entity Address, Address Line One | 234 Church Street | |
Entity Address, Address Line Two | Suite 1020 | |
Entity Address, City or Town | New Haven | |
Entity Address, State or Province | CT | |
Entity Address, Postal Zip Code | 06510 | |
City Area Code | 203 | |
Local Phone Number | 859-3820 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | RLYB | |
Security Exchange Name | NASDAQ | |
Document Quarterly Report | true | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Document Transition Report | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Bankruptcy Proceedings, Reporting Current | true | |
Entity Common Stock, Shares Outstanding | 32,129,970 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 186,978 | $ 140,233 |
Prepaid expenses and other assets | 5,414 | 1,028 |
Total current assets | 192,392 | 141,261 |
Property and equipment, net | 445 | 287 |
Investment in joint venture | 1,028 | 310 |
Total assets | 193,865 | 141,858 |
Current liabilities: | ||
Accounts payable | 2,599 | 1,579 |
Accrued expenses | 4,745 | 4,264 |
Total current liabilities | 7,344 | 5,843 |
Accrued expenses long-term | 35 | 12 |
Total liabilities | 7,379 | 5,855 |
Commitments and contingencies (Note 7) | ||
Stockholders' equity | ||
Common stock, value | 3 | 2 |
Preferred stock, value | 0 | |
Additional paid-in capital | 268,095 | 183,015 |
Accumulated deficit | (81,612) | (47,014) |
Total stockholders' equity | 186,486 | 136,003 |
Total liabilities and stockholders' equity | $ 193,865 | $ 141,858 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheet (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common Stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 32,129,970 | 23,410,348 |
Common stock, shares outstanding | 32,129,970 | 23,410,348 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Operating expenses: | ||||
Research and development | $ 4,960 | $ 5,130 | $ 20,815 | $ 10,135 |
General and administrative | 5,021 | 1,580 | 12,520 | 5,081 |
Total operating expenses | 9,981 | 6,710 | 33,335 | 15,216 |
Loss from operations | (9,981) | (6,710) | (33,335) | (15,216) |
Other income (expenses): | ||||
Interest income | 12 | 42 | 42 | 144 |
Interest expense | 0 | 13 | 10 | 37 |
Other income (expense) | 105 | 52 | (13) | 173 |
Total other income, net | 117 | 81 | 19 | 280 |
Loss before income taxes | (9,864) | (6,629) | (33,316) | (14,936) |
Income tax benefit | 0 | 0 | 0 | (16) |
Loss on investment in joint venture | 332 | 526 | 1,282 | 1,009 |
Net loss and comprehensive loss | $ (10,196) | $ (7,155) | $ (34,598) | $ (15,929) |
Net loss per common share, basic and diluted | $ (0.37) | $ (0.32) | $ (1.44) | $ (1.01) |
Weighted average common shares outstanding, basic and diluted | 27,527,770 | 22,142,148 | 24,011,862 | 15,772,918 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | IPO | Common Shares | Common SharesIPO | Additional Paid-In Capital | Additional Paid-In CapitalIPO | Accumulated Deficit | Accumulated DeficitIPO |
Beginning Balance at Dec. 31, 2019 | $ 16,859 | $ 1 | $ 37,425 | $ (20,567) | ||||
Beginning Balance (in shares) at Dec. 31, 2019 | 6,363,455 | |||||||
Issuance of common stock, net of offering costs (in shares) | 16,402,235 | |||||||
Issuance of common stock, net of offering costs | 144,886 | $ 1 | 144,885 | |||||
Issuance of restricted common stock | 620,161 | |||||||
Share-based compensation expense | 475 | 475 | ||||||
Net loss and comprehensive loss | (15,929) | (15,929) | ||||||
Ending Balance (in shares) at Sep. 30, 2020 | 23,385,851 | |||||||
Ending Balance at Sep. 30, 2020 | 146,291 | $ 2 | 182,785 | (36,496) | ||||
Beginning Balance at Jun. 30, 2020 | 153,171 | $ 2 | 182,510 | (29,341) | ||||
Beginning Balance (in shares) at Jun. 30, 2020 | 22,793,410 | |||||||
Issuance of restricted common stock | 592,441 | |||||||
Share-based compensation expense | 275 | 275 | ||||||
Net loss and comprehensive loss | (7,155) | (7,155) | ||||||
Ending Balance (in shares) at Sep. 30, 2020 | 23,385,851 | |||||||
Ending Balance at Sep. 30, 2020 | 146,291 | $ 2 | 182,785 | (36,496) | ||||
Beginning Balance at Dec. 31, 2020 | 136,001 | $ 2 | 183,013 | (47,014) | ||||
Beginning Balance (in shares) at Dec. 31, 2020 | 23,410,348 | |||||||
Issuance of common stock, net of offering costs (in shares) | 7,130,000 | |||||||
Issuance of common stock, net of offering costs | $ 82,967 | $ 1 | $ 82,966 | |||||
Issuance of restricted common stock | 1,589,622 | |||||||
Share-based compensation expense | 2,116 | 2,116 | ||||||
Net loss and comprehensive loss | (34,598) | $ (34,598) | (34,598) | |||||
Ending Balance (in shares) at Sep. 30, 2021 | 32,129,970 | |||||||
Ending Balance at Sep. 30, 2021 | 186,486 | $ 3 | 268,095 | (81,612) | ||||
Beginning Balance at Jun. 30, 2021 | 112,660 | $ 2 | 184,074 | (71,416) | ||||
Beginning Balance (in shares) at Jun. 30, 2021 | 24,999,970 | |||||||
Issuance of common stock, net of offering costs (in shares) | 7,130,000 | |||||||
Issuance of common stock, net of offering costs | $ 82,967 | $ 1 | $ 82,966 | $ 0 | ||||
Share-based compensation expense | 1,055 | 1,055 | ||||||
Net loss and comprehensive loss | (10,196) | (10,196) | ||||||
Ending Balance (in shares) at Sep. 30, 2021 | 32,129,970 | |||||||
Ending Balance at Sep. 30, 2021 | $ 186,486 | $ 3 | $ 268,095 | $ (81,612) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Offering costs | $ 319 | ||
IPO | |||
Offering costs | $ 9,721 | $ 9,721 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (34,598) | $ (15,929) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 74 | 42 |
Stock-based compensation | 2,116 | 475 |
Loss on investment in joint venture | 1,282 | 1,009 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (4,386) | (75) |
Accounts payable | (607) | (109) |
Accrued expenses | 472 | (191) |
Net cash used in operating activities | (35,647) | (14,778) |
Cash Flows used in Investing Activities: | ||
Purchase of property and equipment | (196) | (31) |
Investment in joint venture | (2,000) | (1,585) |
Net cash used in investing activities | (2,196) | (1,616) |
Cash Flows from Financing Activities: | ||
Proceeds from the issuance of common stock upon completion of the initial public offering, net of underwriting commissions and discounts of $6,488 | 86,200 | 0 |
Proceeds from issuance of common stock | 0 | 145,205 |
Payments of offering costs | (1,612) | (309) |
Net cash provided by financing activities | 84,588 | 144,896 |
Net increase in cash and cash equivalents | 46,745 | 128,502 |
Cash and cash equivalents - beginning of period | 140,233 | 19,458 |
Cash and cash equivalents - end of period | 186,978 | 147,960 |
Supplemental Disclosures of Noncash Investing and Financing Activities: | ||
Offering costs in accounts payable and accrued expenses | 1,621 | 10 |
Property and equipment in accounts payable and accrued expenses | $ 36 | $ 6 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Statement of Cash Flows [Abstract] | |
Underwriting commissions and discounts | $ 6,488 |
Business and Liquidity
Business and Liquidity | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business and Liquidity | 1. BUSINESS AND LIQUIDITY Rallybio Corporation and subsidiaries (the "Company", "we", "our", or "us") is a clinical-stage biotechnology company built around a team of seasoned industry experts with a shared purpose and a track record of success in discovering, developing, manufacturing, and delivering therapies to meaningfully improve the lives of patients suffering from severe and rare diseases. In August 2021, the Company completed its initial public offering (“IPO”), pursuant to which it issued and sold 7,130,000 shares of the Company’s common stock, inclusive of 930,000 shares sold pursuant to the full exercise of the underwriters’ option to purchase additional shares, at a public offering price of $ 13.00 per share. The gross proceeds from the IPO, including the exercise of the underwriter's option to purchase additional shares were $ 92.7 million and the net proceeds were approximately $ 83.0 million, after deducting underwriting discounts and commissions and other offering costs. Prior to the IPO, the Company was a 100% owned subsidiary of Rallybio Holdings, LLC ("Rallybio Holdings"), a Delaware limited liability company which was incorporated in Delaware on March 22, 2018 and Rallybio Holdings held 100% of the outstanding membership units in five wholly-owned subsidiaries; Rallybio, LLC, Rallybio IPA, LLC, Rallybio IPB, LLC, Rallybio IPD, LLC, and IPC Research, LLC prior to the IPO and it's liquidation . On June 30, 2021, Rallybio Holdings completed a series of transactions pursuant to which (i) Rallybio IPD, LLC, a direct subsidiary of Rallybio Holdings that was formed in Delaware in May 2020, was converted from a Delaware limited liability company to a Delaware corporation and changed its name to Rallybio Corporation, and (ii) four direct subsidiaries of Rallybio Corporation, each a Delaware limited liability company (collectively the "Merger Subs"), each consummated a separate merger with one of Rallybio Holdings direct subsidiaries, other than Rallybio IPD, LLC (collectively the "Asset Subsidiaries"), with the Asset Subsidiaries surviving the mergers and Rallybio Holdings receiving common stock of the Company in exchange for its interest in each Asset Subsidiary, which resulted in the Asset Subsidiaries becoming subsidiaries of the Company and the Company becoming the only direct subsidiary of Rallybio Holdings. On July 28, 2021, immediately prior to the completion of the IPO, Rallybio Holdings liquidated and distributed 100% of the capital stock of the Company, consisting solely of common stock, to the unitholders of Rallybio Holdings. The liquidation of Rallybio Holdings and distribution of the capital stock of Rallybio Corporation to the unitholders of Rallybio Holdings is referred to as the “Liquidation” and these other transactions are collectively referred to as the “Reorganization.” As a result of the Reorganization and subsequent Liquidation, the unitholders of Rallybio Holdings became the holders of common stock of Rallybio Corporation, and the Company's condensed consolidated financial statements are subsequently reported from Rallybio Corporation. See Note 2 for the basis of presentation of these financial statements after the Reorganization and Liquidation discussed herein. The Company had cash and cash equivalents of $ 187.0 million at September 30, 2021. The Company currently expects that its cash and cash equivalents will be sufficient to fund its operating expenses and capital requirements for more than 12 months from the date the condensed consolidated financial statements are issued. However, w e do not anticipate that the current cash and cash equivalents as of September 30, 2021 will be sufficient for us to fund any of our product candidates through regulatory approval, and we will need to raise substantial additional capital to complete the development and commercialization of our product candidates, if approved. We may satisfy our future cash needs through the sale of equity securities, debt financings, working capital lines of credit, corporate collaborations or license agreements, grant funding, interest income earned on invested cash balances or a combination of one or more of these sources. In March 2020, the World Health Organization characterized the novel coronavirus as a global pandemic. Although there is significant uncertainty as to the likely effects this disease may have in the future, to date there has not yet been a significant impact to the Company’s operations or financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION IPO and Reorganization — As discussed in Note 1 , in connection with the Reorganization, all of Rallybio Holdings' direct subsidiaries, other than Rallybio Corporation, became direct subsidiaries of the Company prior to the Liquidation of Rallybio Holdings. Prior to the completion of the Company's IPO, Rallybio Holdings liquidated and unitholders of Rallybio Holdings became the holders of common stock of Rallybio Corporation. Subsequent to the Reorganization and the Liquidation of Rallybio Holdings the condensed consolidated financial statements are reported from Rallybio Corporation. The capital structure of Rallybio Holdings prior to the Liquidation consisted of four classes of membership units: common units; Series A-1 preferred units; Series A-2 preferred units; Series B preferred units; and incentive common units ("incentive units"). The number of shares of common stock that the holders of each class of units received in the Liquidation was based on the value of Rallybio Holdings prior to the Liquidation, determined by reference to the initial public offering price per share of $ 13.00 . The common stock of the Company was allocated to the holders of existing units in Rallybio Holdings as follows: holders of 33,478,255 Series A-1 preferred units and Series A-2 preferred units of Rallybio Holdings received an aggregate of 5,257,590 shares of common stock of the Company; holders of 104,442,965 Series B preferred units of Rallybio Holdings received an aggregate of 16,402,235 shares of common stock of the Company; holders of 4,500,000 common units and 1,200,000 of performance based incentive common units of Rallybio Holdings received an aggregate of 706,701 and 188,454 , respectively, in shares of common stock of the Company. Shares of common stock issued in respect of unvested common units and performance based incentive common units as of the Liquidation are shares of restricted common stock and subject to vesting in accordance with the vesting schedule applicable to such units; and holders of 20,869,704 incentive units in Rallybio Holdings received an aggregate of 2,444,990 shares of common stock of the Company. Shares of common stock issued in respect of unvested incentive units as of the Liquidation are shares of restricted common stock and continue to be subject to vesting in accordance with the vesting schedule applicable to such incentive units. As a result of the Liquidation, the holders of units in Rallybio Holdings collectively were issued an aggregate of 24,999,970 shares of common stock of the Company prior to the completion of the IPO. The Reorganization and subsequent Liquidation resulted in a change in reporting entity as described in ASC 250. In accordance with the guidance applicable to these circumstances, the equity structure has been adjusted in all comparative periods up to the Liquidation to reflect the number of shares of the Company’s common stock, issued to Rallybio Holdings unitholders' in connection with the Liquidation. As such, historical Rallybio Holdings convertible redeemable preferred units, common units, and incentive units have been retroactively adjusted in these financial statements to shares and earnings per share in accordance with the ratio of common shares received by each membership unit class. Rallybio Holdings' convertible redeemable preferred units previously classified as mezzanine equity have been retroactively adjusted in these financial statements, converted into common stock, and reclassified to permanent as a result of the retrospective application of the Liquidation and change in reporting entity. Unaudited Financial Information — The unaudited condensed consolidated financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"), and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). In the opinion of the Company, the information furnished reflects all adjustments, all of which are of a normal and recurring nature, necessary for a fair presentation of the financial position and results of operations for the reported interim periods. The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The results of operations for interim periods are not necessarily indicative of results to be expected for the full year or any other interim period. The Company reviews new accounting standards as issued. As of September 30, 2021 the Company has not identified any new standards that it believes will have a significant impact on the financial statements of the Company. However, the Company is still evaluating the impact of adopting ASU 20 16- 02, Leases on its condensed consolidated financial statements. There were no changes to significant accounting policies of the Company during the nine months ended September 30, 2021 other than noted below. These accompanying unaudited condensed consolidated financial statements and notes should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2020 and notes thereto contained in the Company’s final prospectus for its IPO filed with the SEC on July 30, 2021 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the “IPO Prospectus”) . Deferred Offering Costs — The Company capitalizes incremental legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such equity financings are consummated. After consummation of the equity financing, these costs are recorded in stockholders' equity as a reduction of additional paid-in-capital generated as a result of the offering. Should the planned equity financing no longer be considered probable of being consummated, the offering costs are expensed immediately as a charge to operating expense. Upon completion of the Company's IPO in the third quarter of 2021, $ 3.2 million of deferred offering costs were charged against additional paid-in-capital. As a result, as of September 30, 2021 , the Company did no t have any deferred offering costs. |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2021 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Expenses | 3. ACCRUED EXPENSES Accrued expenses consisted of the following as of September 30, 2021 and December 31, 2020: (in thousands) SEPTEMBER 30, DECEMBER 31, Research and development $ 1,981 $ 1,065 Employee expenses 2,097 1,912 Professional fees 364 185 Other 303 112 Asset purchase obligation — 990 $ 4,745 $ 4,264 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | 4. STOCKHOLDERS' EQUITY Following the closing of the Company's IPO, the Company's authorized capital stock consists of 200,000,000 shares of common stock, with a par value of $ 0.0001 per share, and 50,000,000 shares of preferred stock, with a par value of $ 0.0001 per share, all of which preferred stock are undesignated. See Note 2 for a summary of the Reorganization and Liquidation of Rallybio Holdings that was completed prior to the Company's IPO, which resulted in a change in reporting entity. In accordance with the applicable accounting guidance related to changes in reporting entities, the financial statements for all periods presented have been retrospectively adjusted giving effect to the Reorganization and Liquidation as applicable to all periods presented. All preferred unit financing activity prior to the completion of the Company's IPO has been retrospectively adjusted in these financial statements to reflect the shares in Rallybio Corporation that were obtained in the Liquidation. For additional information on preferred unit financing prior to the Company's IPO and the Liquidation of Rallybio Holdings see the Company's audited consolidated financial statements for the year ended December 31, 2020 and notes thereto contained in the Company’s IPO Prospectus. During the nine months ended September 30, 2020, the Company entered into a Series B Preferred Stock Agreement with a total aggregate purchase price of $ 145.2 million which has been retrospectively adjusted to reflect the shares of common stock obtained during the Reorganization and Liquidation of Rallybio Holdings, see Note 2 . |
Share-based Compensation
Share-based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Compensation | 5. SHARE-BASED COMPENSATION As discussed in Note 2 of these condensed consolidated financial statements, prior to the Company’s IPO, Rallybio Holdings was Liquidated and as a result of the Liquidation, the unitholders of Rallybio Holdings received 100% of the common stock of the Company outstanding prior to the completion of the IPO. The number of shares of common stock that the holders of each class of units received in the Liquidation was based on the value of Rallybio Holdings prior to the Liquidation, determined by the initial public offering price per share of $ 13.00 . Additionally, any shares of common stock issued in respect of unvested common or incentive units were issued as shares of restricted common stock and continue to be subject to vesting in accordance with the vesting schedule applicable to the initial awards. The Company evaluated the liquidation of Rallybio Holdings units and subsequent issuance of common stock awards of the Company as a modification under ASC 718, Share Based Payments. Under ASC 718, a modification is a change in the terms or conditions of a stock-based compensation award. In assessing the modification, the Company considered the fair value, vesting conditions and classification as an equity or liability award before liquidation and replacement, compared to the Company’s common stock received as of the Liquidation to determine whether modification accounting must be applied. As the number of shares of common stock of the Company that the unitholders of Rallybio Holdings received in the Liquidation was based on the fair value of those units in Rallybio Holdings immediately prior to the Liquidation, unvested units were replaced with restricted common shares with the same vesting terms as the initial awards, and the classification of the awards as equity awards did not change from this action, no incremental stock-based compensation expense resulted from the modification. 2021 Equity Incentive Plan — In connection with the Company's IPO, the board of directors adopted the Rallybio Corporation 2021 Equity Incentive Plan (the "2021 Plan"). The 2021 Plan reserves 5,440,344 shares of common stock for future issuances of shares to employees, directors and consultants in the form of stock options, SARs, restricted and unrestricted stock and stock units, performance awards and other awards that are convertible into or otherwise based on the Company's common stock. Dividend equivalents may also be provided in connection with awards under the 2021 Plan. The share pool will automatically incr ease on January 1st of each year from 2022 to 2031 by the lesser of (i) five percent of the number of shares of the Company's common stock outstanding as of such date and (ii) the number of shares of the Company's common stock determined by the board of directors on or prior to such date. Additionally, in connection with the Company's IPO, the board of directors adopted the 2021 Employee Stock Purchase Plan, ("ESPP"), which reserves 291,324 shares of common stock for future issuances under this plan. Restricted Common Shares — In 2018, founders were issued 706,701 common shares, including 530,027 common shares that were to vest over a four year period. In 2018, founders were also issued 188,454 restricted common shares, pursuant to restricted share agreements, which were to begin vesting upon achievement of certain performance conditions. Restricted common shares issued to the founders were to vest 25% upon the one-year anniversary of the initiation of a clinical program through one of its controlled subsidiaries, and monthly thereafter over the next 36 months. In 2019, it was determined that the performance condition of these restricted common shares became probable, vesting started, and the shares started expensing over the vesting period. The weighted average fair value of both the 530,027 and 188,454 restricted common shares granted during 2018 was $ 0.96 per share. During the nine months ended September 30, 2021, the Company granted 1,589,622 restricted common shares to employees. The weighted average fair value of restricted common shares granted to employees for the nine months ended September 30, 2021 was $ 3.65 per share. No grants of restricted common shares were made during the three months ended September 30, 2021. The restricted common shares that were granted during the nine months ended September 30, 2021 resulted from the Liquidation of profit interest incentive units of Rallybio Holdings that were granted during the nine months ended September 30, 2021, see Note 2 . The assumptions that went into the option pricing models for determining the fair value of Rallybio Holdings incentive units granted during the nine months ended September 30, 2021 and 2020, prior to the Liquidation of Rallybio Holdings are as follows and do not include the retrospective adjustments described in Note 2 : NINE MONTHS ENDED 2021 2020 Expected volatility 71.7 % - 99.5 % 95.0 % Expected term (years) 0.58 - 1.00 1.50 Risk free interest rate 0.04 % - 0.10 % 0.16 % Expected dividend yield — — A summary of the status of our nonvested restricted common stock at September 30, 2021 and changes during the nine months ended September 30, 2021 is as follows: Restricted Shares Nonvested restricted stock at December 31, 2020 1,184,252 Shares granted 1,589,622 Shares vested ( 365,520 ) Outstanding nonvested restricted stock at September 30, 2021 2,408,354 — During the three months ended September 30, 2021, the Company granted 1,232,759 non-qualified stock options to employees and directors. Non-employee directors were granted 80,640 stock options on the date of the IPO that vest on the earlier of the one-year anniversary of the date of grant or the next annual meeting of the Company's stockholders that follows the date of grant, subject to the director’s continued service on our board of directors through the vesting date at a grant date fair value of $ 9.15 per share. Executive officers and the Company's Chief Medical Officer were granted 640,000 stock options on the date of the IPO that vest 25 % on the one-year anniversary of the date of grant, and monthly thereafter over the next 36 months , generally subject to the employee’s continued service through the applicable vesting date at a grant date fair value of $ 9.47 per share. The remaining option grants for the three months ended September 30, 2021 vest over four years and relate to new hires and service award grants and were granted at a grant date fair value of $ 9.34 per share. All options granted during the three months ended September 30, 2021 remain unvested and all are expected to vest. The fair value of the stock options granted during the three months ended September 30, 2021 was determined using the Black-Scholes option pricing model with the following assumptions: THREE MONTHS ENDED 2021 Expected volatility 87.76 % - 87.87 % Expected term (years) 5.50 - 6.08 Risk free interest rate 0.79 % - 0.97 % Expected dividend yield — Exercise price 12.80 - 13.00 Given the Company’s common stock has not been trading for a sufficient period of time, the Company utilizes a collection of volatilities of peer companies to estimate the expected volatility of its common stock. The expected term is calculated utilizing the simplified method. Share-based compensation is classified in the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2021 and 2020 as follows: THREE MONTHS ENDED NINE MONTHS ENDED (in thousands) 2021 2020 2021 2020 Research and development $ 266 $ 47 $ 620 $ 107 General and administrative 789 228 1,496 368 $ 1,055 $ 275 $ 2,116 $ 475 |
Investment In Joint Venture
Investment In Joint Venture | 9 Months Ended |
Sep. 30, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENT IN JOINT VENTURE | 6. INVESTMENT IN JOINT VENTURE The Company, through one of its wholly-owned subsidiaries, has a 50 % interest of the joint venture entity, RE Ventures I, LLC, a limited liability company (“REV-I”). For the nine months ended September 30, 2021 , the Company funded $ 2.0 million, associated with development costs to REV-I. For the nine months ended September 30, 2020 , the Company funded $ 1.6 million, associated with development costs, including $ 0.6 million related to the initial investment in REV-I, that was included in accrued expenses on the consolidated balance sheets as of December 31, 2019. The Company did not provide any additional financial support outside of capital contributions to REV-I during the three and nine months ended September 30, 2021 and 2020. The Company held a 50% interest in the joint venture as of September 30, 2021. As of September 30, 2021, based on management’s analysis, the Company is not the primary beneficiary of REV-1 and accordingly, the entity is not consolidated in the Company's financial statements. During the three months ended September 30, 2021 and 2020 , the Company recorded its allocable share of REV-I’s losses, which totaled $ 0.3 million and $ 0.5 million, respectively and $ 1.3 million and $ 1.0 million during the nine months ended September 30, 2021 and 2020, respectively, as a loss on investment in joint venture within the condensed consolidated statements of operations and comprehensive loss. After recognition of its share of losses for the period, the carrying value and maximum exposure to risk of the REV-I investment as of September 30, 2021 and December 31, 2020 , was $ 1.0 million and $ 0.3 million, respectively, which was recorded in investment in joint venture in the accompanying condensed consolidated balance sheets. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. COMMITMENTS AND CONTINGENCIES Purchase Commitments —The Company enters contracts in the normal course of business with contract research organizations and other third-party vendors for clinical trials and testing and manufacturing services. These contracts generally do not contain minimum purchase commitments and are cancellable by us upon written notice. Payments that may be due upon cancellation consist of payments for services provided or expenses incurred prior to cancellation. As of September 30, 2021 and December 31, 2020 there were no amounts accrued related to termination charges. There have been no significant changes to the disclosure of payments we have committed to make under our contractual obligations as summarized in our audited consolidated financial statements and related notes included in the IPO Prospectus. |
Net Loss Per Common Share
Net Loss Per Common Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share | 8. NET LOSS PER COMMON SHARE Basic and diluted loss per common share were calculated as follows: THREE MONTHS ENDED NINE MONTHS ENDED 2021 2020 2021 2020 Net loss $ ( 10,196 ) $ ( 7,155 ) $ ( 34,598 ) $ ( 15,929 ) Weighted average number of common shares 27,527,770 22,142,148 24,011,862 15,772,918 Net loss per common share, basic and diluted $ ( 0.37 ) $ ( 0.32 ) $ ( 1.44 ) $ ( 1.01 ) The weighted average number of common shares outstanding diluted for the three and nine months ended September 30, 2021 excludes approximately 3.6 million stock options and unvested restricted common shares, which were not dilutive and not included in the computation of net loss per common share. The weighted average number of common shares outstanding diluted for the three and nine months ended September 30, 2020 excludes approximately 1.0 million unvested restricted common shares, which were not dilutive and not included in the computation of net loss per common share. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
IPO and Reorganization | IPO and Reorganization — As discussed in Note 1 , in connection with the Reorganization, all of Rallybio Holdings' direct subsidiaries, other than Rallybio Corporation, became direct subsidiaries of the Company prior to the Liquidation of Rallybio Holdings. Prior to the completion of the Company's IPO, Rallybio Holdings liquidated and unitholders of Rallybio Holdings became the holders of common stock of Rallybio Corporation. Subsequent to the Reorganization and the Liquidation of Rallybio Holdings the condensed consolidated financial statements are reported from Rallybio Corporation. The capital structure of Rallybio Holdings prior to the Liquidation consisted of four classes of membership units: common units; Series A-1 preferred units; Series A-2 preferred units; Series B preferred units; and incentive common units ("incentive units"). The number of shares of common stock that the holders of each class of units received in the Liquidation was based on the value of Rallybio Holdings prior to the Liquidation, determined by reference to the initial public offering price per share of $ 13.00 . The common stock of the Company was allocated to the holders of existing units in Rallybio Holdings as follows: holders of 33,478,255 Series A-1 preferred units and Series A-2 preferred units of Rallybio Holdings received an aggregate of 5,257,590 shares of common stock of the Company; holders of 104,442,965 Series B preferred units of Rallybio Holdings received an aggregate of 16,402,235 shares of common stock of the Company; holders of 4,500,000 common units and 1,200,000 of performance based incentive common units of Rallybio Holdings received an aggregate of 706,701 and 188,454 , respectively, in shares of common stock of the Company. Shares of common stock issued in respect of unvested common units and performance based incentive common units as of the Liquidation are shares of restricted common stock and subject to vesting in accordance with the vesting schedule applicable to such units; and holders of 20,869,704 incentive units in Rallybio Holdings received an aggregate of 2,444,990 shares of common stock of the Company. Shares of common stock issued in respect of unvested incentive units as of the Liquidation are shares of restricted common stock and continue to be subject to vesting in accordance with the vesting schedule applicable to such incentive units. As a result of the Liquidation, the holders of units in Rallybio Holdings collectively were issued an aggregate of 24,999,970 shares of common stock of the Company prior to the completion of the IPO. The Reorganization and subsequent Liquidation resulted in a change in reporting entity as described in ASC 250. In accordance with the guidance applicable to these circumstances, the equity structure has been adjusted in all comparative periods up to the Liquidation to reflect the number of shares of the Company’s common stock, issued to Rallybio Holdings unitholders' in connection with the Liquidation. As such, historical Rallybio Holdings convertible redeemable preferred units, common units, and incentive units have been retroactively adjusted in these financial statements to shares and earnings per share in accordance with the ratio of common shares received by each membership unit class. Rallybio Holdings' convertible redeemable preferred units previously classified as mezzanine equity have been retroactively adjusted in these financial statements, converted into common stock, and reclassified to permanent as a result of the retrospective application of the Liquidation and change in reporting entity. |
Unaudited Financial Information | Unaudited Financial Information — The unaudited condensed consolidated financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"), and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). In the opinion of the Company, the information furnished reflects all adjustments, all of which are of a normal and recurring nature, necessary for a fair presentation of the financial position and results of operations for the reported interim periods. The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The results of operations for interim periods are not necessarily indicative of results to be expected for the full year or any other interim period. The Company reviews new accounting standards as issued. As of September 30, 2021 the Company has not identified any new standards that it believes will have a significant impact on the financial statements of the Company. However, the Company is still evaluating the impact of adopting ASU 20 16- 02, Leases on its condensed consolidated financial statements. There were no changes to significant accounting policies of the Company during the nine months ended September 30, 2021 other than noted below. These accompanying unaudited condensed consolidated financial statements and notes should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2020 and notes thereto contained in the Company’s final prospectus for its IPO filed with the SEC on July 30, 2021 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the “IPO Prospectus”) |
Deferred Offering Costs | Deferred Offering Costs — The Company capitalizes incremental legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such equity financings are consummated. After consummation of the equity financing, these costs are recorded in stockholders' equity as a reduction of additional paid-in-capital generated as a result of the offering. Should the planned equity financing no longer be considered probable of being consummated, the offering costs are expensed immediately as a charge to operating expense. Upon completion of the Company's IPO in the third quarter of 2021, $ 3.2 million of deferred offering costs were charged against additional paid-in-capital. As a result, as of September 30, 2021 , the Company did no t have any deferred offering costs. |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following as of September 30, 2021 and December 31, 2020: (in thousands) SEPTEMBER 30, DECEMBER 31, Research and development $ 1,981 $ 1,065 Employee expenses 2,097 1,912 Professional fees 364 185 Other 303 112 Asset purchase obligation — 990 $ 4,745 $ 4,264 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Summary of Assumptions of Fair Value of Option Pricing Granted | The fair value of the stock options granted during the three months ended September 30, 2021 was determined using the Black-Scholes option pricing model with the following assumptions: THREE MONTHS ENDED 2021 Expected volatility 87.76 % - 87.87 % Expected term (years) 5.50 - 6.08 Risk free interest rate 0.79 % - 0.97 % Expected dividend yield — Exercise price 12.80 - 13.00 |
Summary of Nonvested Restricted Common Stock | A summary of the status of our nonvested restricted common stock at September 30, 2021 and changes during the nine months ended September 30, 2021 is as follows: Restricted Shares Nonvested restricted stock at December 31, 2020 1,184,252 Shares granted 1,589,622 Shares vested ( 365,520 ) Outstanding nonvested restricted stock at September 30, 2021 2,408,354 |
Summary of Equity-based Compensation | Share-based compensation is classified in the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2021 and 2020 as follows: THREE MONTHS ENDED NINE MONTHS ENDED (in thousands) 2021 2020 2021 2020 Research and development $ 266 $ 47 $ 620 $ 107 General and administrative 789 228 1,496 368 $ 1,055 $ 275 $ 2,116 $ 475 |
Restricted Shares | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Summary of Assumptions of Fair Value of Restricted Common Shares Pricing Granted | The assumptions that went into the option pricing models for determining the fair value of Rallybio Holdings incentive units granted during the nine months ended September 30, 2021 and 2020, prior to the Liquidation of Rallybio Holdings are as follows and do not include the retrospective adjustments described in Note 2 : NINE MONTHS ENDED 2021 2020 Expected volatility 71.7 % - 99.5 % 95.0 % Expected term (years) 0.58 - 1.00 1.50 Risk free interest rate 0.04 % - 0.10 % 0.16 % Expected dividend yield — — |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Loss Per Common Share | Basic and diluted loss per common share were calculated as follows: THREE MONTHS ENDED NINE MONTHS ENDED 2021 2020 2021 2020 Net loss $ ( 10,196 ) $ ( 7,155 ) $ ( 34,598 ) $ ( 15,929 ) Weighted average number of common shares 27,527,770 22,142,148 24,011,862 15,772,918 Net loss per common share, basic and diluted $ ( 0.37 ) $ ( 0.32 ) $ ( 1.44 ) $ ( 1.01 ) |
Business and Liquidity - Additi
Business and Liquidity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | ||
Aug. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Cash and cash equivalents | $ 186,978 | $ 140,233 | ||
Proceeds from issuance of common stock | $ 0 | $ 145,205 | ||
IPO | ||||
Stock issued during period, shares, new issues | 7,130,000 | |||
Shares issued price per share | $ 13 | |||
Proceeds from issuance of common stock | $ 92,700 | |||
Net proceeds | $ 83,000 | |||
Over-Allotment Option [Member] | ||||
Stock issued during period, shares, new issues | 930,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation (Additional Information) (Details) - USD ($) | 1 Months Ended | 9 Months Ended | ||
Aug. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2018 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Common stock shares outstanding | 32,129,970 | 23,410,348 | ||
Common stock, shares issued | 32,129,970 | 23,410,348 | 706,701 | |
Common stock, shares issued on liquidation | 24,999,970 | |||
Deferred offering costs | $ 0 | |||
Common Stock Allocated to Series A-1 And Series A-2 Preferred Unit Holders [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Stock issued during period, shares, new issues | 5,257,590 | |||
Common Stock Allocated To SeriesB Preferred Units Holders [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Stock issued during period, shares, new issues | 16,402,235 | |||
Common Stock Allocated to Common Unit Holders [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Stock issued during period, shares, new issues | 706,701 | |||
Common Stock Allocated To Performance Based Incentive Common Unit Holders Member | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Stock issued during period, shares, new issues | 188,454 | |||
Common Stock Allocated To Incentive Units Holders [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Stock issued during period, shares, new issues | 2,444,990 | |||
Additional Paid-In Capital [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Deferred offering costs | $ 3,200,000 | |||
IPO [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Shares issued price per share | $ 13 | |||
Stock issued during period, shares, new issues | 7,130,000 | |||
Prior to IPO [Member] | Series A-1 and A-2 Redeemable Convertible Preferred Unit [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Common stock shares outstanding | 33,478,255 | |||
Prior to IPO [Member] | Series B Redeemable Convertible Preferred Unit [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Common stock shares outstanding | 104,442,965 | |||
Prior to IPO [Member] | Common Units [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Common stock shares outstanding | 4,500,000 | |||
Prior to IPO [Member] | Performance Based Incentive Common Units [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Common stock shares outstanding | 1,200,000 | |||
Prior to IPO [Member] | Incentive units [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Common stock shares outstanding | 20,869,704 |
Accrued Expenses - Schedule Of
Accrued Expenses - Schedule Of Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Accrued Liabilities, Current [Abstract] | ||
Research and development | $ 1,981 | $ 1,065 |
Employee expenses | 2,097 | 1,912 |
Professional fees | 364 | 185 |
Other | 303 | 112 |
Asset purchase obligation | 0 | 990 |
Accrued expenses | $ 4,745 | $ 4,264 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | |||
Common Stock, shares authorized | 200,000,000 | 200,000,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Series B Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Aggregate purchase price of common stock | $ 145.2 | ||
IPO [Member] | |||
Class of Stock [Line Items] | |||
Common Stock, shares authorized | 200,000,000 | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||
Preferred Stock, Shares Authorized | 50,000,000 | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 |
Share-based Compensation - Addi
Share-based Compensation - Additional Information (Details) - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2018 | Aug. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common Stock, Shares, Issued | 32,129,970 | 32,129,970 | 706,701 | 23,410,348 | |
Vested Upon Initiation of Clinical Program | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common Stock, Shares, Issued | 530,027 | ||||
Vesting period | 4 years | ||||
Fair value of underlying shares | $ 0.96 | ||||
2021 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common shares reserved for issuance | 5,440,344 | 5,440,344 | |||
2021 Employee Stock Purchase Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common shares reserved for issuance | 291,324 | 291,324 | |||
Restricted Shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting rights | Restricted common shares issued to the founders were to vest 25% upon the one-year anniversary of the initiation of a clinical program through one of its controlled subsidiaries, and monthly thereafter over the next 36 months. | ||||
Restricted common shares granted | 0 | ||||
Restricted Shares | Vested Upon Initiation of Clinical Program | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricted common shares granted | 530,027 | ||||
Restricted Shares | Remaining Vesting Term | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common Stock, Shares, Issued | 188,454 | ||||
Restricted common shares granted | 188,454 | ||||
Weighted average fair value of restricted common shares | $ 0.96 | ||||
Restricted Shares | Employees | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricted common shares granted | 1,589,622 | ||||
Weighted average fair value of restricted common shares | $ 3.65 | ||||
Employee Stock Options | 2021 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 4 years | ||||
Fair value of underlying shares | $ 9.34 | ||||
Employee Stock Options | Employees And Directors [Member] | 2021 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common shares granted | 1,232,759 | ||||
Employee Stock Options | Non Employee Director [Member] | 2021 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common shares granted | 80,640 | ||||
Fair value of underlying shares | $ 9.15 | ||||
Employee Stock Options | Executive Officer And Chief Medical Officer [Member] | 2021 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common shares granted | 640,000 | ||||
Fair value of underlying shares | $ 9.47 | ||||
Vesting percentage | 25.00% | ||||
IPO [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares Issued, Price Per Share | $ 13 |
Share-based Compensation - Summ
Share-based Compensation - Summary of Assumptions of Fair Value of Option Pricing Granted (Details) - 2021 Equity Incentive Plan - $ / shares | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Restricted Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility, minimum | 71.70% | ||
Expected volatility | 95.00% | ||
Expected volatility, maximum | 99.50% | ||
Expected term (years) | 1 year 6 months | ||
Risk-free interest rate, minimum | 0.04% | ||
Risk-free interest rate | 0.16% | ||
Risk-free interest rate, maximum | 0.10% | ||
Restricted Shares | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (years) | 1 year | ||
Restricted Shares | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (years) | 6 months 29 days | ||
Employee Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility, minimum | 87.76% | ||
Expected volatility, maximum | 87.87% | ||
Risk-free interest rate, minimum | 0.79% | ||
Risk-free interest rate, maximum | 0.97% | ||
Fair value of underlying shares | $ 9.34 | ||
Employee Stock Options | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (years) | 6 years 29 days | ||
Exercise Price | $ 13 | $ 13 | |
Employee Stock Options | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (years) | 5 years 6 months | ||
Exercise Price | $ 12.80 | $ 12.80 |
Share-based Compensation - Su_2
Share-based Compensation - Summary of Nonvested Restricted Common Stock Activity (Details) - Nonvested Restricted Common Stock [Member] | 9 Months Ended |
Sep. 30, 2021shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Outstanding, beginning balance | 1,184,252 |
Shares granted | 1,589,622 |
Shares vested | (365,520) |
Outstanding, ending balance | 2,408,354 |
Share-based Compensation - Su_3
Share-based Compensation - Summary of Equity-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | $ 1,055 | $ 275 | $ 2,116 | $ 475 |
Research and Development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | 266 | 47 | 620 | 107 |
General and Administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | $ 789 | $ 228 | $ 1,496 | $ 368 |
Investment In Joint Venture - A
Investment In Joint Venture - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of Equity Method Investments [Line Items] | ||||||
Joint venture investment payments | $ 2,000 | $ 1,600 | ||||
Allocable share of losses recorded | $ (332) | $ (526) | (1,282) | (1,009) | ||
Investment in joint venture | 1,028 | $ 1,028 | $ 310 | |||
RE Ventures I, LLC | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Percentage of interest of joint venture entity | 50.00% | |||||
Allocable share of losses recorded | 300 | $ 500 | $ 1,300 | $ 1,000 | ||
Investment in joint venture | $ 1,000 | $ 1,000 | $ 300 | |||
RE Ventures I, LLC | Accrued Expenses | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Initial Investment in Joint Venture | $ 600 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Other Commitments [Line Items] | ||
Termination charges | $ 0 | $ 0 |
Net Loss Per Common Share - Sum
Net Loss Per Common Share - Summary of Basic and diluted loss per common share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (10,196) | $ (7,155) | $ (34,598) | $ (15,929) |
Weighted average common shares outstanding, basic and diluted | 27,527,770 | 22,142,148 | 24,011,862 | 15,772,918 |
Net loss per common share | $ (0.37) | $ (0.32) | $ (1.44) | $ (1.01) |
Net Loss Per Common Share - Add
Net Loss Per Common Share - Additional Information (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Unvested Restricted Common Shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 1 | 1 | ||
Stock Options And Unvested Restricted Common Shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 3.6 | 3.6 |