Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Sep. 10, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | ELIEM THERAPEUTICS, INC. | |
Entity Central Index Key | 0001768446 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | false | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity File Number | 001-40708 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 82-2273741 | |
Entity Address, Address Line One | 23515 NE Novelty Hill Road | |
Entity Address, Address Line Two | Suite B221 #125 | |
Entity Address, City or Town | Redmond | |
Entity Address, State or Province | WA | |
Entity Address, Postal Zip Code | 98053 | |
City Area Code | 425 | |
Local Phone Number | 276-2300 | |
Document Transition Report | false | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | ELYM | |
Security Exchange Name | NASDAQ | |
Document Quarterly Report | true | |
Entity Common Stock, Shares Outstanding | 26,547,901 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 99,482 | $ 20,487 |
Prepaid expenses and other current assets | 5,321 | 1,511 |
Total current assets | 104,803 | 21,998 |
Long-term assets | 2,824 | 2,633 |
Total assets | 107,627 | 24,631 |
Current liabilities: | ||
Accounts payable | 1,955 | 1,086 |
Accounts payable, related party | 0 | 207 |
Accrued expenses | 3,631 | 1,219 |
Accrued expenses, related party | 127 | 0 |
Redeemable convertible preferred stock tranche liability | 0 | 551 |
Total current liabilities | 5,713 | 3,063 |
Total liabilities | 5,713 | 3,063 |
Commitments and contingencies (Note 5) | ||
Redeemable converble preferred stock, $0.0001 par value, 15,345,286 and 12,909,389 shares authorized, 15,345,279 and 7,140,157 shares issued and outstanding with aggregate liquidation preference of $87,096 and $49,891 at June 30, 2021 and December 31, 2020, respectively | 152,759 | 46,551 |
Stockholders’ deficit: | ||
Common stock, $0.0001 par value per share, 46,000,000 and 40,000,000 shares authorized; 3,489,957 and 3,418,751 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively | 1 | 1 |
Additional paid-in capital | 4,610 | 3,152 |
Accumulated deficit | (55,456) | (28,136) |
Total stockholders’ deficit | (50,845) | (24,983) |
Total liabilities, redeemable convertible preferred stock, and stockholders’ deficit | $ 107,627 | $ 24,631 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Temporary Equity, par value | $ 0.0001 | $ 0.0001 |
Temporary Equity, Shares Authorized | 15,345,286 | 12,909,389 |
Temporary Equity, Shares Issued | 15,345,279 | 7,140,157 |
Temporary Equity, Shares Outstanding | 15,345,279 | 7,140,157 |
Temporary Equity, Liquidation Preference | $ 147,096 | $ 49,891 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 46,000,000 | 40,000,000 |
Common stock, shares issued | 3,489,956 | 3,418,751 |
Common stock, shares outstanding | 3,489,956 | 3,418,751 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Operating expenses: | ||||
Research and development | $ 5,478 | $ 1,325 | $ 9,751 | $ 2,714 |
Research and development, related party | 315 | 35 | 703 | 269 |
General and administrative | 2,914 | 248 | 5,132 | 576 |
Total operating expenses | 8,707 | 1,608 | 15,586 | 3,559 |
Loss from operations | (8,707) | (1,608) | (15,586) | (3,559) |
Other income (expense): | ||||
Change in fair value of redeemable convertible preferred stock tranche liability | 0 | 0 | (11,718) | 0 |
Foreign currency gain (loss) | (12) | (23) | (16) | 12 |
Total other income (expense) | (12) | (23) | (11,734) | 12 |
Net loss and comprehensive loss | (8,719) | (1,631) | (27,320) | (3,547) |
Accretion of redeemable convertible preferred stock to redemption value and cumulative preferred stock dividends | (2,141) | (452) | (3,226) | (891) |
Net loss attributable to common stockholders | $ (10,860) | $ (2,083) | $ (30,546) | $ (4,438) |
Net loss per share attributable to common stockholders, basic and diluted | $ (3.11) | $ (1.12) | $ (8.80) | $ (2.39) |
Weighted Average Number of Shares Outstanding, Basic and Diluted | 3,488,017 | 1,859,703 | 3,472,086 | 1,857,617 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholder's Deficit (Unaudited) - USD ($) $ in Thousands | Total | Redeemable Convertible Preferred Stock | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2019 | $ 26,174 | ||||
Beginning balance (in shares) at Dec. 31, 2019 | 3,999,133 | ||||
Beginning balance at Dec. 31, 2019 | $ (5,562) | $ 1 | $ 1,905 | $ (7,468) | |
Beginning balance, shares at Dec. 31, 2019 | 1,852,797 | ||||
Accretion of Series A and A-1 Preferred Stock | (439) | $ 439 | (439) | ||
Release of restricted stock awards, shares | 4,170 | ||||
Stock-based compensation | 134 | 134 | |||
Net loss | (1,916) | (1,916) | |||
Ending balance at Mar. 31, 2020 | (7,783) | $ 1 | 1,600 | (9,384) | |
Ending balance, shares at Mar. 31, 2020 | 1,856,967 | ||||
Ending balance at Mar. 31, 2020 | $ 26,613 | ||||
Ending balance (in shares) at Mar. 31, 2020 | 3,999,133 | ||||
Beginning balance at Dec. 31, 2019 | $ 26,174 | ||||
Beginning balance (in shares) at Dec. 31, 2019 | 3,999,133 | ||||
Beginning balance at Dec. 31, 2019 | (5,562) | $ 1 | 1,905 | (7,468) | |
Beginning balance, shares at Dec. 31, 2019 | 1,852,797 | ||||
Accretion of Series A and A-1 Preferred Stock | 891 | ||||
Net loss | (3,547) | ||||
Ending balance at Jun. 30, 2020 | (9,815) | $ 1 | 1,199 | (11,015) | |
Ending balance, shares at Jun. 30, 2020 | 1,861,141 | ||||
Ending balance at Jun. 30, 2020 | $ 27,065 | ||||
Ending balance (in shares) at Jun. 30, 2020 | 3,999,133 | ||||
Beginning balance at Mar. 31, 2020 | $ 26,613 | ||||
Beginning balance (in shares) at Mar. 31, 2020 | 3,999,133 | ||||
Beginning balance at Mar. 31, 2020 | (7,783) | $ 1 | 1,600 | (9,384) | |
Beginning balance, shares at Mar. 31, 2020 | 1,856,967 | ||||
Accretion of Series A and A-1 Preferred Stock | (452) | $ 452 | (452) | ||
Release of restricted stock awards | 0 | 0 | |||
Release of restricted stock awards, shares | 4,174 | ||||
Stock-based compensation | 51 | 51 | |||
Net loss | (1,631) | (1,631) | |||
Ending balance at Jun. 30, 2020 | (9,815) | $ 1 | 1,199 | (11,015) | |
Ending balance, shares at Jun. 30, 2020 | 1,861,141 | ||||
Ending balance at Jun. 30, 2020 | $ 27,065 | ||||
Ending balance (in shares) at Jun. 30, 2020 | 3,999,133 | ||||
Beginning balance at Dec. 31, 2020 | $ 46,551 | $ 46,551 | |||
Beginning balance (in shares) at Dec. 31, 2020 | 7,140,157 | 7,140,157 | |||
Beginning balance at Dec. 31, 2020 | $ (24,983) | $ 1 | 3,152 | (28,136) | |
Beginning balance, shares at Dec. 31, 2020 | 3,418,751 | ||||
Series A-1 Preferred Stock Issuance (net of issuance costs and tranche liability) | $ 33,978 | ||||
Series A-1 Preferred Stock Issuance (net of issuance costs and tranche liability), shares | 4,358,972 | ||||
Reclassification of redeemable convertible preferred stock tranche liability upon settlement | $ 12,269 | ||||
Exercise of stock options and release of restricted stock awards | 105 | 105 | |||
Exercise of stock options and release of restricted stock awards, shares | 64,047 | ||||
Stock-based compensation | 297 | 297 | |||
Net loss | (18,601) | (18,601) | |||
Ending balance at Mar. 31, 2021 | (43,182) | $ 1 | 3,554 | (46,737) | |
Ending balance, shares at Mar. 31, 2021 | 3,482,798 | ||||
Ending balance at Mar. 31, 2021 | $ 92,798 | ||||
Ending balance (in shares) at Mar. 31, 2021 | 11,499,129 | ||||
Beginning balance at Dec. 31, 2020 | $ 46,551 | $ 46,551 | |||
Beginning balance (in shares) at Dec. 31, 2020 | 7,140,157 | 7,140,157 | |||
Beginning balance at Dec. 31, 2020 | $ (24,983) | $ 1 | 3,152 | (28,136) | |
Beginning balance, shares at Dec. 31, 2020 | 3,418,751 | ||||
Reclassification of redeemable convertible preferred stock tranche liability upon settlement | (12,269) | ||||
Net loss | (27,320) | ||||
Ending balance at Jun. 30, 2021 | (50,845) | $ 1 | 4,610 | (55,456) | |
Ending balance, shares at Jun. 30, 2021 | 3,489,956 | ||||
Ending balance at Jun. 30, 2021 | $ 152,759 | $ 152,759 | |||
Ending balance (in shares) at Jun. 30, 2021 | 15,345,279 | 15,345,279 | |||
Beginning balance at Mar. 31, 2021 | $ 92,798 | ||||
Beginning balance (in shares) at Mar. 31, 2021 | 11,499,129 | ||||
Beginning balance at Mar. 31, 2021 | $ (43,182) | $ 1 | 3,554 | (46,737) | |
Beginning balance, shares at Mar. 31, 2021 | 3,482,798 | ||||
Series A-1 Preferred Stock Issuance (net of issuance costs and tranche liability) | $ 59,961 | ||||
Series A-1 Preferred Stock Issuance (net of issuance costs and tranche liability), shares | 3,846,150 | ||||
Exercise of stock options and release of restricted stock awards | 6 | 6 | |||
Exercise of stock options and release of restricted stock awards, shares | 7,158 | ||||
Stock-based compensation | 1,050 | 1,050 | |||
Net loss | (8,719) | (8,719) | |||
Ending balance at Jun. 30, 2021 | (50,845) | $ 1 | $ 4,610 | $ (55,456) | |
Ending balance, shares at Jun. 30, 2021 | 3,489,956 | ||||
Ending balance at Jun. 30, 2021 | $ 152,759 | $ 152,759 | |||
Ending balance (in shares) at Jun. 30, 2021 | 15,345,279 | 15,345,279 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholder's Deficit (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | |
Series A1 Preferred Stock [Member] | ||
Stock issuance cost | $ 22 | |
Series B Preferred Stock [Member] | ||
Stock issuance cost | $ 39 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities: | |||||
Net loss | $ (8,719) | $ (1,631) | $ (1,916) | $ (27,320) | $ (3,547) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Stock-based compensation | 1,347 | 185 | |||
Change in fair value of redeemable convertible preferred stock tranche liability | 0 | 0 | 11,718 | 0 | |
Foreign currency gain from remeasurement | (166) | (110) | |||
Changes in operating assets and liabilities: | |||||
Prepaid expenses and other assets | (3,810) | (1,824) | |||
Long-term assets | (192) | (735) | |||
Accounts payable | 871 | (381) | |||
Accrued liabilities | 2,411 | 381 | |||
Accounts payable and accrued liabilities, related party | (80) | (62) | |||
Net cash used in operating activities | (15,221) | (6,093) | |||
Cash flows from financing activities | |||||
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs | 93,939 | ||||
Proceeds from the exercise of stock options | 111 | ||||
Net cash provided by financing activities | 94,050 | ||||
Effect of exchange rate changes on cash | 166 | 110 | |||
Net change in cash | 78,995 | (5,983) | |||
Cash at beginning of period | 21,223 | 20,487 | 21,223 | ||
Cash at end of period | $ 99,482 | 15,240 | $ 99,482 | 15,240 | |
Supplemental disclosure of cash flow information: | |||||
Redeemable convertible preferred stock accretion | $ (452) | $ (439) | $ 891 |
Description of Organization and
Description of Organization and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Description of Organization and Summary of Significant Accounting Policies | 1. Description of Organization and Summary of Significant Accounting Policies Organization Eliem Therapeutics, Inc. (the Company) is a clinical-stage biotechnology company focused on developing novel therapies for neuronal excitability disorders to address unmet needs in chronic pain, neuropsychiatry, epilepsy and other disorders of the peripheral and central nervous systems. Headquartered in Redmond, Washington, the Company was incorporated on October 18, 2018 as a Delaware corporation. Basis of Presentation and Principles of Consolidation The accompanying interim condensed consolidated financial statements of the Company and its wholly owned subsidiaries have been prepared in conformity with accounting principles generally accepted in the United States (U.S. GAAP). All intercompany transactions and balances have been eliminated in consolidation. The accompanying condensed consolidated balance sheet as of June 30, 2021, and condensed consolidated statements of operations and comprehensive loss, condensed consolidated statements of cash flows, and condensed consolidated statements of redeemable convertible preferred stock and stockholders’ deficit for the three months and six months ended June 30, 2021 and 2020, are unaudited. The consolidated balance sheet as of December 31, 2020 was derived from the audited financial statements as of and for the year ended December 31, 2020, but does not include all disclosures required by U.S. GAAP. The unaudited interim condensed financial statements have been prepared on a basis consistent with the audited annual financial statements as of and for the year ended December 31, 2020, and, in the opinion of management, reflect all adjustments, consisting solely of normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of June 30, 2021, the condensed results of its operations as of the three and six months ended June 30, 2021 and 2020, and its cash flows for the six months ended June 30, 2021 and 2020. The financial data and other information disclosed in these notes related to the three and six months ended June 30, 2021 and 2020 are also unaudited. The condensed results of operations for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the full year ending December 31, 2021 or any other period. These interim condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements included in the Company's final prospectus dated August 9, 2021 and filed with the Securities and Exchange Commission, or SEC, on August 11, 2021 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended. Initial Public Offering On August 12, 2021, the Company completed its initial public offering (IPO) of 7,360,000 shares of common stock, including the underwriters' full exercise of their over-allotment option at the IPO price of $ 12.50 per share. Gross proceeds from the IPO were $ 92.0 million, and the estimated net proceeds were $ 83.1 million, after deducting underwriting discounts of $ 6.4 million and $ 2.5 million of estimated offering costs payable by the Company. Upon completion of the IPO, all of the Company's then outstanding redeemable convertible preferred stock was automatically converted into an aggregate of 15,345,279 shares of common stock. The unaudited interim condensed consolidated financial statements as of June 30, 2021 do not give effect to the IPO, as it closed subsequent to June 30, 2021. Liquidity Since inception, the Company has experienced recurring losses from operations and generated negative cash flows from operations. The Company has an accumulated deficit of $ 55.5 million as of June 30, 2021 and expects to incur additional losses from operations in the future. The Company estimates the available cash as of June 30, 2021, along with the $ 83.1 million in estimated net proceeds from the IPO will be sufficient to meet its projected operating requirements for at least the next twelve months from the filing date of these unaudited condensed consolidated financial statements. Therefore, based on management's updated evaluation of the Company's ability to continue as a going concern, management has concluded the factors that previously raised substantial doubt about the Company's ability to continue as a going concern no longer exist as of the issuance date of these unaudited condensed consolidated financial statements. The Company will need to obtain substantial additional funding to develop and commercialize the Company's clinical programs as currently contemplated. The Company expects to finance future cash needs through equity offerings, debt financings, collaborations, strategic alliances, licensing arrangements and other marketing and distribution arrangements, but there are no assurances that the Company will be able to raise sufficient amounts of funding in the future on acceptable terms, or at all. These condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. Use of Estimates The preparation of the interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Key management estimates include those related to the valuation of assets acquired, accrual of research and development expenses, the valuation of stock-based awards, the valuation of common stock and redeemable convertible preferred stock, and the valuation of redeemable convertible preferred stock tranche liabilities. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could differ from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash. The Company’s cash is held by one financial institution in the United States (U.S.) and one financial institution in the United Kingdom (U.K.). The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company’s deposits held in the U.S. and U.K. may exceed the Federal Depository Insurance Corporation and Financial Services Compensation Scheme, respectively, insured limits. Risks and Uncertainties The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, protection of proprietary technology, dependence on key personnel, reliance on single-source vendors and collaborators, availability of raw materials, patentability of the Company’s products and processes and clinical efficacy and safety of the Company’s products under development, compliance with government regulations and the need to obtain additional financing to fund operations. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical studies, clinical trials, and regulatory approval, prior to commercialization. These efforts will require significant amounts of additional capital, adequate personnel infrastructure and extensive compliance and reporting. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained or maintained, that any products developed will obtain necessary government regulatory approval or that any approved products will be commercially viable. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate revenue from product sales. The Company operates in an environment of rapid technological change and substantial competition from other pharmaceutical and biotechnology companies. In addition, the Company is dependent upon the services of its employees, consultants and other third parties. Moreover, the current COVID-19 pandemic, which is impacting worldwide economic activity, poses risk that the Company or its employees, contractors, suppliers, and other partners may be prevented from conducting business activities for an indefinite period of time which may delay the start-up and conduct of the Company’s clinical trials, and negatively impact manufacturing and testing activities performed by third parties. Any significant delays may impact the use and sufficiency of the Company’s existing cash reserves, and the Company may be required to raise additional capital earlier than it had previously planned. The Company may be unable to raise additional capital if and when needed, which may result in delays or suspension of its development plans. The extent to which the pandemic will impact the Company’s business will depend on future developments that are highly uncertain and cannot be predicted at this time. Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker (the CODM). The Company’s CODM is its chief executive officer who reviews financial information together with certain operating metrics principally to make decisions about how to allocate resources and to measure the Company’s performance. Management has determined that the Company operates as a single operating and reportable segment. The Company’s CODM evaluates financial information on a consolidated basis. As the Company operates as one operating segment, all required segment financial information is found in the interim condensed consolidated financial statements. Fair Value Measurement Assets and liabilities recorded at fair value on a recurring basis in the balance sheet are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability 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. The Company measures fair value based on a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows: Level 1 —Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 —Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the assets or liabilities. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3 —Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. In determining fair value, the Company utilizes quoted market prices, or valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value. There were no transfers between Levels 1, 2 or 3 for any of the periods presented. The Company’s fair value measurements as of December 31, 2020 was as follows (in thousands): December 31, 2020 Level 1 Level 2 Level 3 Balance Liabilities: Redeemable convertible preferred stock $ — $ — $ 551 $ 551 Total liabilities $ — $ — $ 551 $ 551 The redeemable convertible preferred stock tranche liability was settled on March 9, 2021. Summary of Significant Accounting Policies Deferred Offering Costs Costs that were directly related to the Company’s IPO were deferred for expense recognition and capitalized and recorded within prepaid and other current assets on the accompanying condensed consolidated balance sheet. These costs consist of legal fees, accounting fees, and other applicable professional services. These deferred offering costs will be reclassified to additional paid in capital upon the closing of the IPO in August 2021. As of June 30, 2021, $ 1.0 million of deferred offering costs were capitalized. There have been no other significant changes in the Company’s accounting policies during the three and six months ended June 30, 2021. |
Certain Balance Sheet Accounts
Certain Balance Sheet Accounts | 6 Months Ended |
Jun. 30, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Certain Balance Sheet Accounts | 2. Certain Balance Sheet Accounts Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): June 30, 2021 December 31, 2020 Recoverable research and development tax credits $ 2,541 $ — Prepaid research and development expenses 1,282 1,500 Deferred offering costs 1,040 — Other assets 458 11 Total prepaid expenses and other current assets $ 5,321 $ 1,511 Accrued Expenses Accrued expenses consist of the following (in thousands): June 30, 2021 December 31, 2020 Accrued research and development expenses $ 2,038 $ 627 Accrued payroll 1,018 592 Other accrued expenses 575 — Total accrued expenses $ 3,631 $ 1,219 |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 6 Months Ended |
Jun. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Convertible Preferred Stock | 3. Redeemable Convertible Preferred Stock As of June 30, 2021 and December 31, 2020, the Company’s redeemable convertible preferred stock consisted of the following balance (in thousands, except share and per share amounts): As of June 30, 2021 Issue Shares Shares Issued and Outstanding Carrying Aggregate Series A $ 6.00 2,717,084 2,717,082 $ 17,074 $ 19,216 Series A (Athenen Acquisition) $ 5.80 2,500,000 2,500,000 $ 14,500 $ 15,848 Series A-1 $ 7.80 6,282,049 6,282,047 $ 61,224 $ 51,506 Series B $ 15.60 3,846,153 3,846,150 $ 59,961 $ 60,526 Ending balance 15,345,286 15,345,279 $ 152,759 $ 147,096 As of December 31, 2020 Issue Shares Shares Issued and Outstanding Carrying Aggregate Series A $ 6.00 2,717,084 2,717,082 $ 17,074 $ 18,569 Series A (Athenen Acquisition) $ 5.80 2,500,000 2,500,000 $ 14,500 $ 15,253 Series A-1 $ 7.80 7,692,305 1,923,075 $ 14,977 $ 16,069 Ending balance 12,909,389 7,140,157 $ 46,551 $ 49,891 In March 2021, Series A-1 preferred stockholders exercised their tranche rights in connection with milestone achievements related to Phase 1 clinical trial results of ETX-155. As a result, the Company issued an additional 4,358,972 shares of Series A-1 redeemable convertible preferred shares for gross proceeds of $ 34.0 million. Upon exercise of the tranche rights, the Company reclassified the $ 12.3 million in preferred stock tranche liability to Series A-1 redeemable convertible preferred stock on the consolidated balance sheet. In May 2021, the Company issued 3,846,150 shares of Series B redeemable convertible preferred stock for gross proceeds of $ 60.0 million. The holders of the Series A, Series A-1, and Series B redeemable convertible preferred stock have various rights, preferences, privileges, and restrictions, with respect to voting, dividends, liquidation, and conversion. Upon completion of the IPO, all of the Company’s then outstanding redeemable convertible preferred stock was automatically converted into an aggregate of 15,345,279 shares of common stock, as a result of which the redeemable convertible preferred stock rights, preferences and restrictions, including those with respect to voting, dividends, liquidation, redemption and conversion described below are no longer applicable. Liquidation In the event of any liquidation event, either voluntarily or involuntary, the holders of the Series B redeemable convertible preferred stock shall be entitled to receive, out of the assets of the Company before any payment shall be made or any assets distributed to the holders of Series A and A-1 redeemable convertible preferred stock, the Series B redeemable convertible preferred stock liquidation preference of $ 15.60 , adjusted for any stock splits, combinations, and reorganizations, plus all unpaid cumulative dividends on each such share. If upon the liquidation event, the assets distributed among the holders of the Series B redeemable convertible preferred stock are insufficient to permit the payment to such holders of the full liquidation preference for their shares, then the holders of shares of the Series B redeemable convertible preferred stock shall share ratably in any distribution of the assets available for distribution in proportion to their respective amounts, which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid the full preferential amount. After the payment to the holders of the Series B redeemable convertible preferred stock of the full preferential amount, the holders of the Series A and Series A-1 redeemable convertible preferred stock shall be entitled to receive, out of the assets of the Company, the applicable liquidation preference specified for each series of redeemable convertible preferred stock before any payment shall be made or any assets distributed to the holders of common stock. Liquidation preference is $ 6.00 for Series A and $ 7.80 for Series A-1, each adjusted for any stock splits, combinations, and reorganizations, plus all unpaid cumulative dividends on each such share. If upon the liquidation event, the assets distributed among the holders of the Series A and A-1 redeemable convertible preferred stock are insufficient to permit the payment to such holders of the full liquidation preference for their shares, then the holders of shares of the redeemable convertible preferred stock shall share ratably in any distribution of the assets available for distribution in proportion to their respective amounts, which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid the full preferential amount. After the payment to the holders of the redeemable convertible preferred stock of the full preferential amount specified above, any remaining assets of the Company shall be distributed pro rata among all holders of the preferred and common stock. A liquidation event requires approval by the holders of at least a majority of the outstanding shares of redeemable convertible preferred stock and at least 70 % of the then outstanding shares of Series B redeemable convertible preferred stock. Optional Conversion Each share of redeemable convertible preferred stock is convertible into common stock at the stockholder’s option. The converted shares will be determined by dividing the original issue price for each series by the applicable conversion price for such series in effect at the date of conversion. The conversion price for each share of redeemable convertible preferred stock is initially equal to the original issuance price applicable to such share, with the exception of the Series A redeemable convertible preferred stock issued related to the Athenen Acquisition, which are convertible at any time after the date of issuance into common stock at the original issue price of the original Series A of $ 6.00 . The conversion ratio shall be subject to appropriate adjustments for anti-dilution provisions, including stock splits, stock dividends, subdivisions, combinations, recapitalization events or similar events. Specific to the Series B convertible redeemable preferred stock, the conversion ratio shall be subject to specific anti-dilution provisions adjustments if there is common stock issued for consideration below the Series B issue price. Automatic Conversion Each share of redeemable convertible preferred stock is convertible into common stock at initial conversion rates described under the Optional Conversion heading above, subject to adjustments based on certain antidilution provisions, including stock splits, stock dividends, subdivision, combinations, recapitalization or similar events, as provided by the Company’s certificate of incorporation. Further, all shares of redeemable convertible preferred stock automatically converts into common stock upon the vote or written consent of the holders of a majority of the shares of redeemable convertible preferred stock or upon the closing of a firm-commitment underwritten public offering of the Company’s common stock at a stock price of at least $ 17.16 per share and with gross aggregate proceeds to the Company of at least $ 80.0 million. Dividends The holders of shares of Series A, Series A-1, and Series B redeemable convertible preferred stock shall be entitled to receive cumulative dividends of 8 % per annum of the original issuance price on each share of redeemable convertible preferred stock. The dividends are payable in cash, out of the assets at the time legally available thereof, when, as and if declared by the Board of Directors, on an equal basis according to the number of shares of redeemable convertible preferred stock held by such holders, prior and in preference to the common stock. As of June 30, 2021 and December 31, 2020, the Company had total dividends in arrears for the Series A redeemable convertible preferred stock of $ 3.8 million and $ 2.5 million, or $ 0.72 and $ 0.48 per share, respectively, and for Series A-1 redeemable convertible preferred stock of $ 2.5 million and $ 1.1 million, or $ 0.40 and $ 0.56 per share. As of June 30, 2021, the Company had total dividends in arrears for the Series B redeemable convertible preferred stock of $ 0.5 million, or $ 0.14 per share. Redemption Under certain circumstances, subsequent to the occurrence of a deemed liquidation event, defined as (1) a majority of the holders of the then outstanding redeemable convertible preferred stock and (2) at least 70% of the then outstanding shares of the Series B redeemable convertible preferred stock can require the Company to redeem their shares at a price per share equal to the liquidation amount, to the extent that sufficient funds are available. Additionally, holders of the Company’s Series A and Series A-1 redeemable convertible preferred stock had the option to redeem their shares beginning in October 2026. As a result, these shares were considered probable of becoming redeemable since redemption is solely dependent on the passage of time. As such, the Company adjusted the carrying value of the redeemable convertible preferred stock by accreting changes in the redemption value over the period from the date of issuance to the earliest redemption date of October 2026 . In October 2020, the Company amended the terms of their Certificate of Incorporation to remove the redemption option of their Series A and Series A-1 redeemable convertible preferred stock, as a result the Company ceased recording adjustments to the carrying value of its outstanding redeemable convertible preferred stock for accretion to redemption value. There was no change in value as a result of this modification. There was no accretion to redemption value recorded for the six months ended June 30, 2021. Voting The holders of the Company’s Series B redeemable convertible preferred stock, voting together as a class, shall be entitled to elect one (1) member of the Board of Directors (the Series B director). The holders of the Company’s Series A and Series A-1 redeemable convertible preferred stock, voting together as a class, shall be entitled to elect two (2) members of the Board of Directors (the Series A directors). The holders of the shares of common stock and of any other class or series of voting stock (including the preferred stock), voting together as a class, shall be entitled to elect the balance of the Company’s directors. Stockholder Rights The holders of the Company’s redeemable convertible preferred stock have protective provisions that require preferred stockholders representing a majority of the outstanding redeemable convertible preferred stock, voting as a single class (on an as-converted basis), to consent to specific actions including the following: changes in the corporation’s certificate of incorporation or bylaws that would affect, alter or change the preference or rights of the redeemable convertible preferred stock, changes in the authorized number of shares, declaration or payment of dividends, repurchase of shares, changes in the size of the Board of directors, creation of a new class or series of stock, or taking any action that would cause a liquidation event. Further, the holders of the Company's Series B redeemable convertible preferred stock have additional protective provisions that require Series B preferred stockholders representing 70% of the outstanding shares of the Series B redeemable convertible preferred stock to consent to specific actions including the following: changes in the corporation’s certificate of incorporation or bylaws that would affect, alter or change the preference or rights of the Series B redeemable convertible preferred stock, changes in the authorized number of shares of Series B redeemable convertible preferred stock, declaration or payment of dividends or distributions shares of capital stock other than the Series A, Series A-1, and Series B redeemable convertible preferred stock, sell shares of Common Stock to the public at price below $ 17.16 in a firm-commitment underwritten public offering, or taking any action that would cause a liquidation event that would results in proceeds of less than $ 17.16 per share of the Series B redeemable convertible preferred stock. Additionally, the holders of the Company’s Series A and Series A-1 redeemable convertible preferred stock have additional protective provisions that require preferred stockholders representing a majority of the outstanding redeemable convertible preferred stock, voting as a single class (on an as-converted basis), to consent to specific actions including the following: changes in the corporation’s certificate of incorporation or bylaws that would affect, alter or change the preference or rights of the Series A and Series A-1 redeemable convertible preferred stock and changes or reclassifications of any existing security of the Company that is pari passu with the Series A and/or Series A-1 redeemable convertible preferred stock. |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock Tranche Liability | 6 Months Ended |
Jun. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Convertible Preferred Stock Tranche Liability | 4. Redeemable Convertible Preferred Stock Tranche Liability The purchasers of Series A-1 redeemable convertible preferred stock also received tranche rights, which provided them the right to purchase additional shares of Series A-1 redeemable convertible preferred stock in an additional future tranche. This tranche was for the purchase of Series A-1 and was valued based upon the Company achieving certain future milestones and utilized a valuation model that reflected both potential outcomes of success or failure to meet the milestone. Upon issuance in October 2020, the Series A-1 redeemable convertible preferred tranche liability was valued at $ 0.86 per share. There was no change in value from the date of issuance and December 31, 2020. The Company estimated the fair value of the Series A-1 Tranche Rights using a probability-weighted present value model that considered the probability of triggering the Series A-1 Tranche Rights through achievement of the clinical development milestones specified in the Series A-1 Purchase Agreement. These estimates were based, in part, on subjective assumptions. Changes to these assumptions could have had a significant impact on the reported fair value of the Series A-1 Tranche Rights. The following reflects the significant quantitative inputs used in the valuation of the redeemable convertible preferred stock tranche liability: Series A-1 Estimated fair value of redeemable convertible preferred stock $ 6.94 - $ 11.10 Discount rate 0.10 % Dividend yield 0 % Expected term (years) 0.25 - 0.45 Expected volatility N/A Probability of milestone achievement 80 % - 100 % Strike price $ 7.80 Fair value of each tranche feature $ 0.86 - $ 3.32 The Series A-1 redeemable convertible preferred tranche liability was settled on March 9, 2021 with the achievement of milestones set forth in the Series A-1 stock purchase agreement. The fair value of the liability was remeasured prior to settlement, resulting in the Company recognizing a loss in the consolidated statement of operations and comprehensive loss of $ 11.7 million during the six months ended June 30, 2021. Immediately thereafter, the balance of the redeemable convertible preferred stock tranche liability of $ 12.3 million was reclassified to Series A-1 redeemable convertible preferred stock. A rollforward of the redeemable convertible preferred stock tranche liability is as follows (in thousands): Balance at December 31, 2020 $ 551 Change in fair value 11,718 Settlement upon issuance of Series A-1 redeemable convertible preferred stock ( 12,269 ) Balance at June 30, 2021 $ — |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 5. Commitments and Contingencies Operating Leases The Company leases office space in the United Kingdom under non-cancelable operating leases. Total rent expense for the three months ended June 30, 2021 and 2020 was $ 14,000 and $ 12,000 , respectively. Total rent expense for the six months ended June 30, 2021 and 2020 was $ 28,000 and $ 25,000 , respectively. As of June 30, 2021, future minimum lease payments under non-cancelable operating leases were $ 0.7 million, the terms of which expire on various dates through June 30, 2023 . Legal Proceedings From time to time, the Company may have certain contingent liabilities that arise in the ordinary course of its business activities. The Company accrues a liability for such matters when it is probable that future expenditures will be made and that such expenditures can be reasonably estimated. Significant judgment is required to determine both probability and the estimated amount. Indemnification In the ordinary course of business, the Company enters into agreements that may include indemnification provisions. Pursuant to such agreements, the Company may indemnify, hold harmless, and defend an indemnified party for losses suffered or incurred by the indemnified party. Some of the provisions will limit losses to those arising from third-party actions. In some cases, the indemnification will continue after the termination of the agreement. The maximum potential amount of future payments the Company could be required to make under these provisions is not determinable. The Company has never incurred material costs to defend lawsuits or settle claims related to these indemnification provisions. The Company intends to enter into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers to the fullest extent permitted by Delaware corporate law. The Company currently has directors’ and officers’ insurance coverage that reduces its exposure and enables the Company to recover a portion of any future amounts paid. The Company believes the estimated fair value of these indemnification agreements in excess of applicable insurance coverage is immaterial. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 6. Stock-Based Compensation In 2019, the Company adopted the 2019 Equity Incentive Plan (the 2019 Plan). The 2019 Plan provides for the Company to grant qualified stock options, non-qualified stock options, and restricted stock awards to employees, non-employee directors and consultants of the Company under terms and provisions established by the board of directors. Under the terms of the 2019 Plan, options are granted at an exercise price no less than fair value of the Company’s common stock on the grant date, except in certain cases related to employees outside of the U.S. However, for any employee who is a 10% or greater stockholder, options are granted at an exercise price no less than 110 % of the fair value of the Company’s common stock on the grant date. Option awards granted typically have 10-year terms measured from the option grant date. However, if any employee is a 10% or greater stockholder, the awards have 5-year terms measured from the option grant date. Awards with vesting conditions typically include vesting 25 % on the first anniversary of the grant date with the remainder vesting monthly over the following three years. As of June 30, 2021, the total number of shares authorized for issuance under the 2019 Plan was 3,330,732 . Stock Options Options Weighted Weighted Aggregate Balance as of December 31, 2020 435,342 $ 0.52 9.19 $ 415 Options granted 2,275,392 2.68 Options cancelled and forfeited ( 9,375 ) 1.86 Options exercised ( 59,466 ) 1.86 150 Balance as of June 30, 2021 2,641,893 $ 2.35 9.56 $ 23,482 Vested and expected to vest, June 30, 2021 2,641,893 $ 2.35 9.56 $ 23,482 Options exercisable as of June 30, 2021 182,013 $ 0.17 8.62 $ 2,013 The aggregate intrinsic value disclosed in the above table is based on the difference between the exercise price of the stock option and the estimated fair value of the Company’s common stock as of the respective period-end dates. The weighted-average grant date fair value of stock options granted during the six months ended June 30, 2021, was $ 6.44 per share. The Black-Scholes option pricing model for employee and nonemployee stock options incorporates the following assumptions: Fair Value of Common Stock — Described in Note 2 to the consolidated financial statements Summary of Significant Accounting Policies – Fair Value of Common Stock in the Company's final prospectus dated August 9, 2021 and filed with the Securities and Exchange Commission, or SEC, on August 11, 2021 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended. The fair market value of the grants for the quarter ended June 30, 2021 was determined by using straight-line interpolation between the value of common stock derived from valuations performed by independent third party specialists on December 31, 2020 and May 21, 2021. Volatility — The expected stock price volatilities are estimated based on the historical and implied volatilities of comparable publicly traded companies as the Company does not have sufficient history of trading its common stock. Risk-free Interest Rate — The risk-free interest rates are based on US Treasury yields in effect at the grant date for notes with comparable terms as the awards. Expected Term — The expected term represents the period that the Company’s stock options are expected to be outstanding and is determined using the simplified method (based on the mid-point between the vesting date and the end of the contractual term). Dividend Yield — The expected dividend yield assumption is based on the Company’s current expectations about its anticipated dividend policy. The fair value of the Company’s stock option awards was estimated at the date of grant using a Black- Scholes option pricing model with the following assumptions for the six months ended June 30: 2021 Expected term (in years) 5.95 - 6.12 Expected volatility 78.81 % - 79.17 % Risk-free interest rate 0.94 % - 1.13 % Expected dividend yield 0.00 % Restricted Stock The Company has restricted stock awards with service and performance conditions. Awards with a service condition vest 25 % on the first anniversary of the grant date and monthly thereafter. Awards with a performance condition will vest upon the Company’s initiation of a registrational clinical trial to study the efficacy of ETX-810. The probability of achieving performance conditions is assessed each reporting period. As of June 30, 2021, this performance condition was assessed and deemed not probable, and the Company has recognized no stock-based compensation expense relating to these performance awards. The Company also granted restricted stock awards to employees and non-employees with service conditions that are subject to repurchase by the Company at the original purchase price in the event that the award recipient’s employment or relationship is terminated prior to the shares vesting. The activity for restricted stock awards is as follows: Number of Shares Weighted-Average Unvested at December 31, 2020 66,681 $ 1.00 Granted 297,724 8.55 Vested ( 11,739 ) 1.48 Unvested at June 30, 2021 (1) 352,666 6.90 (1) Includes 21,747 restricted stock awards granted in 2018 and still outstanding for the period ended June 30, 2021, subject to only performance conditions. Stock-Based Compensation The following table sets forth stock-based compensation for stock options, restricted stock awards, and performance awards included in the Company’s consolidated statements of operations and comprehensive loss (in thousands): Three Months Ended Six Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Research and development expense $ 251 $ 44 $ 329 $ 175 General and administrative expense 799 7 1,018 10 Total stock-based compensation expense $ 1,050 $ 51 $ 1,347 $ 185 As of June 30, 2021, there was $ 9.2 million of total unrecognized compensation cost related to unvested stock options and unvested restricted stock awards granted, which is expected to be recognized over a weighted average period of 3.43 years. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | 7. Net Loss Per Share Attributable to Common Stockholders The following table shows the computation of basic and diluted net loss per share (in thousands, except share and per share data): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Net loss $ ( 8,719 ) $ ( 1,631 ) $ ( 27,320 ) $ ( 3,547 ) Accretion of redeemable convertible preferred stock to redemption value and cumulative preferred stock dividends ( 2,141 ) ( 452 ) ( 3,226 ) ( 891 ) Net loss attributable to common stockholders ( 10,860 ) ( 2,083 ) ( 30,546 ) ( 4,438 ) Weighted-average common shares used in computed net loss per share attributable to common stockholders, basic and diluted 3,488,017 1,859,703 3,472,086 1,857,617 Net loss per share attributable to common stockholders, basic and diluted $ ( 3.11 ) $ ( 1.12 ) $ ( 8.80 ) $ ( 2.39 ) The following outstanding shares of potentially dilutive securities were excluded from the computation of the diluted net loss per share attributable to common stockholders for the periods presented because their effect would have been anti-dilutive: Three and Six Months Ended June 30, 2021 2020 Redeemable convertible preferred stock 15,345,279 3,999,133 Common stock options 2,641,893 366,501 Unvested restricted stock awards 352,666 121,726 Total potentially dilutive shares 18,339,838 4,487,360 All outstanding shares of redeemable convertible preferred stock were converted on a 1-for-1 basis to shares of common stock on August 12, 2021, the date of the Company's IPO (see Note 1). |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 8. Related Party Transactions Services Provided by Related Parties The Company has a services agreement with Carnot, LLC. Carnot, LLC was subsequently dissolved and the services agreement transitioned to its successor Carnot Pharma, LLC. The Company reimburses Carnot Pharma, LLC for research and development expenses incurred on its behalf. RA Capital Management, L.P. is the manager of the members of Carnot, LLC and Andrew Levin, a member of the Company's board of directors and former CEO, is the President of Carnot Pharma, LLC. Adam Rosenberg, a member of the Company's board of directors, is a Venture Partner at Carnot Pharma, LLC dba RA Ventures. Amounts invoiced and reimbursed for the three months ended June 30, 2021 and 2020 were approximately $ 0.3 million and $ 0.1 million, respectively. Amounts invoiced and reimbursed for the six months ended June 30, 2021 and 2020 were approximately $ 0.7 million and $ 0.3 million, respectively. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 9. Subsequent Events The Company has evaluated subsequent events through the date the condensed consolidated financial statements were issued. Reverse Stock Split In July 2021, the Company's board of directors approved an amendment to the Company's certificate of incorporation to effect a reverse split of shares of the Company's common stock on a 1-for-2 basis, which was effected on July 29, 2021 (the Reverse Stock Split). The number of authorized shares and the par values of the common stock were not adjusted as a result of the Reverse Stock Split. In connection with the Reverse Stock Split, the number of authorized shares, outstanding shares, and the conversion ratio for the Company's redeemable convertible preferred stock was proportionately adjusted such that the common stock issuable upon conversion of such preferred stock was decreased in proportion to the Reverse Stock Split. All references to common stock and options to purchase common stock share data, per share data, and related information contained in the condensed consolidated financial statements have been retroactively adjusted to reflect the effect of the Reverse Stock Split for all periods presented. Amendments to Certificate of Incorporation In connection with the completion of the IPO (described in Note 1), the Company's board of directors and stockholders approved the amended and restated certificate of incorporation to, among other things, provide for 250,000,000 authorized shares of common stock with a par value of $ 0.0001 per share and 10,000,000 authorized shares of preferred stock with a par value of $ 0.0001 per share. Stock Plans The compensation committee of the Company's board of directors adopted and the Company's stockholders approved the 2021 Equity Incentive Plan (2021 Plan) and the 2021 Employee Stock Purchase Plan (the ESPP), which became effective immediately prior to the effectiveness of the Company's IPO. The 2021 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock units, stock appreciation rights and other stock-based awards. The Company's employees, officers, directors and consultants are eligible to receive awards under the 2021 Plan. The ESPP allows employees, including executive officers, to contribute up to 15 % of their earnings, subject to certain limitations, for the purchase of the Company's common stock at a price per share equal to the lower of (a) 85 % of the fair market value of a share of common stock on the first day of the offering period, or (b) 85 % of the fair market value of a share of common stock on the last day of the offering period. |
Description of Organization a_2
Description of Organization and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Organization | Organization Eliem Therapeutics, Inc. (the Company) is a clinical-stage biotechnology company focused on developing novel therapies for neuronal excitability disorders to address unmet needs in chronic pain, neuropsychiatry, epilepsy and other disorders of the peripheral and central nervous systems. Headquartered in Redmond, Washington, the Company was incorporated on October 18, 2018 as a Delaware corporation. |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying interim condensed consolidated financial statements of the Company and its wholly owned subsidiaries have been prepared in conformity with accounting principles generally accepted in the United States (U.S. GAAP). All intercompany transactions and balances have been eliminated in consolidation. The accompanying condensed consolidated balance sheet as of June 30, 2021, and condensed consolidated statements of operations and comprehensive loss, condensed consolidated statements of cash flows, and condensed consolidated statements of redeemable convertible preferred stock and stockholders’ deficit for the three months and six months ended June 30, 2021 and 2020, are unaudited. The consolidated balance sheet as of December 31, 2020 was derived from the audited financial statements as of and for the year ended December 31, 2020, but does not include all disclosures required by U.S. GAAP. The unaudited interim condensed financial statements have been prepared on a basis consistent with the audited annual financial statements as of and for the year ended December 31, 2020, and, in the opinion of management, reflect all adjustments, consisting solely of normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of June 30, 2021, the condensed results of its operations as of the three and six months ended June 30, 2021 and 2020, and its cash flows for the six months ended June 30, 2021 and 2020. The financial data and other information disclosed in these notes related to the three and six months ended June 30, 2021 and 2020 are also unaudited. The condensed results of operations for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the full year ending December 31, 2021 or any other period. These interim condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements included in the Company's final prospectus dated August 9, 2021 and filed with the Securities and Exchange Commission, or SEC, on August 11, 2021 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended. |
Initial Public Offering | Initial Public Offering On August 12, 2021, the Company completed its initial public offering (IPO) of 7,360,000 shares of common stock, including the underwriters' full exercise of their over-allotment option at the IPO price of $ 12.50 per share. Gross proceeds from the IPO were $ 92.0 million, and the estimated net proceeds were $ 83.1 million, after deducting underwriting discounts of $ 6.4 million and $ 2.5 million of estimated offering costs payable by the Company. Upon completion of the IPO, all of the Company's then outstanding redeemable convertible preferred stock was automatically converted into an aggregate of 15,345,279 shares of common stock. The unaudited interim condensed consolidated financial statements as of June 30, 2021 do not give effect to the IPO, as it closed subsequent to June 30, 2021. |
Liquidity | Liquidity Since inception, the Company has experienced recurring losses from operations and generated negative cash flows from operations. The Company has an accumulated deficit of $ 55.5 million as of June 30, 2021 and expects to incur additional losses from operations in the future. The Company estimates the available cash as of June 30, 2021, along with the $ 83.1 million in estimated net proceeds from the IPO will be sufficient to meet its projected operating requirements for at least the next twelve months from the filing date of these unaudited condensed consolidated financial statements. Therefore, based on management's updated evaluation of the Company's ability to continue as a going concern, management has concluded the factors that previously raised substantial doubt about the Company's ability to continue as a going concern no longer exist as of the issuance date of these unaudited condensed consolidated financial statements. The Company will need to obtain substantial additional funding to develop and commercialize the Company's clinical programs as currently contemplated. The Company expects to finance future cash needs through equity offerings, debt financings, collaborations, strategic alliances, licensing arrangements and other marketing and distribution arrangements, but there are no assurances that the Company will be able to raise sufficient amounts of funding in the future on acceptable terms, or at all. These condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. |
Use of Estimates | Use of Estimates The preparation of the interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Key management estimates include those related to the valuation of assets acquired, accrual of research and development expenses, the valuation of stock-based awards, the valuation of common stock and redeemable convertible preferred stock, and the valuation of redeemable convertible preferred stock tranche liabilities. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could differ from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash. The Company’s cash is held by one financial institution in the United States (U.S.) and one financial institution in the United Kingdom (U.K.). The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company’s deposits held in the U.S. and U.K. may exceed the Federal Depository Insurance Corporation and Financial Services Compensation Scheme, respectively, insured limits. |
Risks and Uncertainties | Risks and Uncertainties The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, protection of proprietary technology, dependence on key personnel, reliance on single-source vendors and collaborators, availability of raw materials, patentability of the Company’s products and processes and clinical efficacy and safety of the Company’s products under development, compliance with government regulations and the need to obtain additional financing to fund operations. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical studies, clinical trials, and regulatory approval, prior to commercialization. These efforts will require significant amounts of additional capital, adequate personnel infrastructure and extensive compliance and reporting. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained or maintained, that any products developed will obtain necessary government regulatory approval or that any approved products will be commercially viable. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate revenue from product sales. The Company operates in an environment of rapid technological change and substantial competition from other pharmaceutical and biotechnology companies. In addition, the Company is dependent upon the services of its employees, consultants and other third parties. Moreover, the current COVID-19 pandemic, which is impacting worldwide economic activity, poses risk that the Company or its employees, contractors, suppliers, and other partners may be prevented from conducting business activities for an indefinite period of time which may delay the start-up and conduct of the Company’s clinical trials, and negatively impact manufacturing and testing activities performed by third parties. Any significant delays may impact the use and sufficiency of the Company’s existing cash reserves, and the Company may be required to raise additional capital earlier than it had previously planned. The Company may be unable to raise additional capital if and when needed, which may result in delays or suspension of its development plans. The extent to which the pandemic will impact the Company’s business will depend on future developments that are highly uncertain and cannot be predicted at this time. |
Segments | Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker (the CODM). The Company’s CODM is its chief executive officer who reviews financial information together with certain operating metrics principally to make decisions about how to allocate resources and to measure the Company’s performance. Management has determined that the Company operates as a single operating and reportable segment. The Company’s CODM evaluates financial information on a consolidated basis. As the Company operates as one operating segment, all required segment financial information is found in the interim condensed consolidated financial statements. |
Fair Value Measurement | Fair Value Measurement Assets and liabilities recorded at fair value on a recurring basis in the balance sheet are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability 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. The Company measures fair value based on a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows: Level 1 —Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 —Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the assets or liabilities. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3 —Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. In determining fair value, the Company utilizes quoted market prices, or valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value. There were no transfers between Levels 1, 2 or 3 for any of the periods presented. The Company’s fair value measurements as of December 31, 2020 was as follows (in thousands): December 31, 2020 Level 1 Level 2 Level 3 Balance Liabilities: Redeemable convertible preferred stock $ — $ — $ 551 $ 551 Total liabilities $ — $ — $ 551 $ 551 The redeemable convertible preferred stock tranche liability was settled on March 9, 2021. |
Deferred Offering Costs | Deferred Offering Costs Costs that were directly related to the Company’s IPO were deferred for expense recognition and capitalized and recorded within prepaid and other current assets on the accompanying condensed consolidated balance sheet. These costs consist of legal fees, accounting fees, and other applicable professional services. These deferred offering costs will be reclassified to additional paid in capital upon the closing of the IPO in August 2021. As of June 30, 2021, $ 1.0 million of deferred offering costs were capitalized. There have been no other significant changes in the Company’s accounting policies during the three and six months ended June 30, 2021. |
Description of Organization a_3
Description of Organization and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Fair Value Measurements | The Company’s fair value measurements as of December 31, 2020 was as follows (in thousands): December 31, 2020 Level 1 Level 2 Level 3 Balance Liabilities: Redeemable convertible preferred stock $ — $ — $ 551 $ 551 Total liabilities $ — $ — $ 551 $ 551 |
Certain Balance Sheet Accounts
Certain Balance Sheet Accounts (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Summary of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following (in thousands): June 30, 2021 December 31, 2020 Recoverable research and development tax credits $ 2,541 $ — Prepaid research and development expenses 1,282 1,500 Deferred offering costs 1,040 — Other assets 458 11 Total prepaid expenses and other current assets $ 5,321 $ 1,511 |
Summary of Accrued Expenses | Accrued expenses consist of the following (in thousands): June 30, 2021 December 31, 2020 Accrued research and development expenses $ 2,038 $ 627 Accrued payroll 1,018 592 Other accrued expenses 575 — Total accrued expenses $ 3,631 $ 1,219 |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Stock (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Schedule of Redeemable Convertible Preferred Stock | As of June 30, 2021 and December 31, 2020, the Company’s redeemable convertible preferred stock consisted of the following balance (in thousands, except share and per share amounts): As of June 30, 2021 Issue Shares Shares Issued and Outstanding Carrying Aggregate Series A $ 6.00 2,717,084 2,717,082 $ 17,074 $ 19,216 Series A (Athenen Acquisition) $ 5.80 2,500,000 2,500,000 $ 14,500 $ 15,848 Series A-1 $ 7.80 6,282,049 6,282,047 $ 61,224 $ 51,506 Series B $ 15.60 3,846,153 3,846,150 $ 59,961 $ 60,526 Ending balance 15,345,286 15,345,279 $ 152,759 $ 147,096 As of December 31, 2020 Issue Shares Shares Issued and Outstanding Carrying Aggregate Series A $ 6.00 2,717,084 2,717,082 $ 17,074 $ 18,569 Series A (Athenen Acquisition) $ 5.80 2,500,000 2,500,000 $ 14,500 $ 15,253 Series A-1 $ 7.80 7,692,305 1,923,075 $ 14,977 $ 16,069 Ending balance 12,909,389 7,140,157 $ 46,551 $ 49,891 |
Redeemable Convertible Prefer_4
Redeemable Convertible Preferred Stock Tranche Liability (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Schedule of Valuation of the Redeemable Convertible Preferred Stock Tranche Liability | The following reflects the significant quantitative inputs used in the valuation of the redeemable convertible preferred stock tranche liability: Series A-1 Estimated fair value of redeemable convertible preferred stock $ 6.94 - $ 11.10 Discount rate 0.10 % Dividend yield 0 % Expected term (years) 0.25 - 0.45 Expected volatility N/A Probability of milestone achievement 80 % - 100 % Strike price $ 7.80 Fair value of each tranche feature $ 0.86 - $ 3.32 |
Schedule of the Rollforward Redeemable Convertible Preferred Stock Tranche Liability | A rollforward of the redeemable convertible preferred stock tranche liability is as follows (in thousands): Balance at December 31, 2020 $ 551 Change in fair value 11,718 Settlement upon issuance of Series A-1 redeemable convertible preferred stock ( 12,269 ) Balance at June 30, 2021 $ — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Option Activities | Options Weighted Weighted Aggregate Balance as of December 31, 2020 435,342 $ 0.52 9.19 $ 415 Options granted 2,275,392 2.68 Options cancelled and forfeited ( 9,375 ) 1.86 Options exercised ( 59,466 ) 1.86 150 Balance as of June 30, 2021 2,641,893 $ 2.35 9.56 $ 23,482 Vested and expected to vest, June 30, 2021 2,641,893 $ 2.35 9.56 $ 23,482 Options exercisable as of June 30, 2021 182,013 $ 0.17 8.62 $ 2,013 |
Summary of Assumptions Used in Black-Scholes Model | The fair value of the Company’s stock option awards was estimated at the date of grant using a Black- Scholes option pricing model with the following assumptions for the six months ended June 30: 2021 Expected term (in years) 5.95 - 6.12 Expected volatility 78.81 % - 79.17 % Risk-free interest rate 0.94 % - 1.13 % Expected dividend yield 0.00 % |
Summary of Restricted Stock Awards | The activity for restricted stock awards is as follows: Number of Shares Weighted-Average Unvested at December 31, 2020 66,681 $ 1.00 Granted 297,724 8.55 Vested ( 11,739 ) 1.48 Unvested at June 30, 2021 (1) 352,666 6.90 (1) Includes 21,747 restricted stock awards granted in 2018 and still outstanding for the period ended June 30, 2021, subject to only performance conditions. |
Summary of Share-based Compensation Expense | The following table sets forth stock-based compensation for stock options, restricted stock awards, and performance awards included in the Company’s consolidated statements of operations and comprehensive loss (in thousands): Three Months Ended Six Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Research and development expense $ 251 $ 44 $ 329 $ 175 General and administrative expense 799 7 1,018 10 Total stock-based compensation expense $ 1,050 $ 51 $ 1,347 $ 185 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss Per Share | The following table shows the computation of basic and diluted net loss per share (in thousands, except share and per share data): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Net loss $ ( 8,719 ) $ ( 1,631 ) $ ( 27,320 ) $ ( 3,547 ) Accretion of redeemable convertible preferred stock to redemption value and cumulative preferred stock dividends ( 2,141 ) ( 452 ) ( 3,226 ) ( 891 ) Net loss attributable to common stockholders ( 10,860 ) ( 2,083 ) ( 30,546 ) ( 4,438 ) Weighted-average common shares used in computed net loss per share attributable to common stockholders, basic and diluted 3,488,017 1,859,703 3,472,086 1,857,617 Net loss per share attributable to common stockholders, basic and diluted $ ( 3.11 ) $ ( 1.12 ) $ ( 8.80 ) $ ( 2.39 ) |
Schedule of Antidilutive Securities Excluded from Computation of Net Loss Per Share Attributable to Common Stockholders | The following outstanding shares of potentially dilutive securities were excluded from the computation of the diluted net loss per share attributable to common stockholders for the periods presented because their effect would have been anti-dilutive: Three and Six Months Ended June 30, 2021 2020 Redeemable convertible preferred stock 15,345,279 3,999,133 Common stock options 2,641,893 366,501 Unvested restricted stock awards 352,666 121,726 Total potentially dilutive shares 18,339,838 4,487,360 |
Description of Organization a_4
Description of Organization and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 12, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Subsidiary Sale Of Stock [Line Items] | |||
Accumulated deficit | $ (55,456) | $ (28,136) | |
Deferred offering costs | $ 1,040 | $ 0 | |
Entity incorporation date | Oct. 18, 2018 | ||
Fair Value Inputs Level 1, 2 and 3 [Member] | |||
Subsidiary Sale Of Stock [Line Items] | |||
Fair value transfer amount | $ 0 | ||
IPO [Member] | |||
Subsidiary Sale Of Stock [Line Items] | |||
Stock issued during period new issues | 7,360,000 | ||
Shares issued price per share | $ 12.50 | ||
Proceeds from issuance initial public offering | $ 92,000 | ||
Proceeds from issuance initial public offering net | $ 83,100 | $ 83,100 | |
Convertible preferred stock, shares issued upon conversion | 15,345,279 | ||
Deferred offering costs | $ 2,500 | ||
Underwriting Discount | $ 6,400 |
Description of Organization a_5
Description of Organization and Summary of Significant Accounting Policies - Schedule of Fair Value Measurements (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Liabilities: | |
Liabilities fair value | $ 551 |
Redeemable Convertible Preferred Stock Tranche Liability [Member] | |
Liabilities: | |
Liabilities fair value | 551 |
Level 1 [Member] | |
Liabilities: | |
Liabilities fair value | 0 |
Level 1 [Member] | Redeemable Convertible Preferred Stock Tranche Liability [Member] | |
Liabilities: | |
Liabilities fair value | 0 |
Level 2 [Member] | |
Liabilities: | |
Liabilities fair value | 0 |
Level 2 [Member] | Redeemable Convertible Preferred Stock Tranche Liability [Member] | |
Liabilities: | |
Liabilities fair value | 0 |
Level 3 [Member] | |
Liabilities: | |
Liabilities fair value | 551 |
Level 3 [Member] | Redeemable Convertible Preferred Stock Tranche Liability [Member] | |
Liabilities: | |
Liabilities fair value | $ 551 |
Certain Balance Sheet Account_2
Certain Balance Sheet Accounts - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Balance Sheet Related Disclosures [Abstract] | ||
Recoverable research and development tax credits | $ 2,541 | $ 0 |
Prepaid research and development expenses | 1,282 | 1,500 |
Deferred offering costs | 1,040 | 0 |
Other assets | 458 | 11 |
Total prepaid expenses and other current assets | $ 5,321 | $ 1,511 |
Certain Balance Sheet Account_3
Certain Balance Sheet Accounts - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued research and development expenses | $ 2,038 | $ 627 |
Accrued payroll | 1,018 | 592 |
Other accrued expenses | 575 | 0 |
Total accrued expenses | $ 3,631 | $ 1,219 |
Redeemable Convertible Prefer_5
Redeemable Convertible Preferred Stock - Schedule of Convertible Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Temporary Equity [Line Items] | ||
Temporary Equity, Shares Authorized | 15,345,286 | 12,909,389 |
Temporary Equity, Shares Issued | 15,345,279 | 7,140,157 |
Temporary Equity, Shares Outstanding | 15,345,279 | 7,140,157 |
Temporary Equity, Carrying Value | $ 152,759 | $ 46,551 |
Temporary Equity, Liquidation Preference | $ 147,096 | $ 49,891 |
Series A Redeemable Convertible Preferred Stock [Member] | ||
Temporary Equity [Line Items] | ||
Temporary Equity, Issue Price | $ 6 | $ 6 |
Temporary Equity, Shares Authorized | 2,717,084 | 2,717,084 |
Temporary Equity, Shares Issued | 2,717,082 | 2,717,082 |
Temporary Equity, Shares Outstanding | 2,717,082 | 2,717,082 |
Temporary Equity, Carrying Value | $ 17,074 | $ 17,074 |
Temporary Equity, Liquidation Preference | $ 19,216 | $ 18,569 |
Series A Athenen Acquisition Redeemable Convertible Preferred Stock [Member] | ||
Temporary Equity [Line Items] | ||
Temporary Equity, Issue Price | $ 5.80 | $ 5.80 |
Temporary Equity, Shares Authorized | 2,500,000 | 2,500,000 |
Temporary Equity, Shares Issued | 2,500,000 | 2,500,000 |
Temporary Equity, Shares Outstanding | 2,500,000 | 2,500,000 |
Temporary Equity, Carrying Value | $ 14,500 | $ 14,500 |
Temporary Equity, Liquidation Preference | $ 15,848 | $ 15,253 |
Series A1 Redeemable Convertible Preferred Stock [Member] | ||
Temporary Equity [Line Items] | ||
Temporary Equity, Issue Price | $ 7.80 | $ 7.80 |
Temporary Equity, Shares Authorized | 6,282,049 | 7,692,305 |
Temporary Equity, Shares Issued | 6,282,047 | 1,923,075 |
Temporary Equity, Shares Outstanding | 6,282,047 | 1,923,075 |
Temporary Equity, Carrying Value | $ 61,224 | $ 14,977 |
Temporary Equity, Liquidation Preference | $ 51,506 | $ 16,069 |
Series B Redeemable Convertible Preferred Stock [Member] | ||
Temporary Equity [Line Items] | ||
Temporary Equity, Issue Price | $ 15.60 | |
Temporary Equity, Shares Authorized | 3,846,153 | |
Temporary Equity, Shares Issued | 3,846,150 | |
Temporary Equity, Shares Outstanding | 3,846,150 | |
Temporary Equity, Carrying Value | $ 59,961 | |
Temporary Equity, Liquidation Preference | $ 60,526 |
Redeemable Convertible Prefer_6
Redeemable Convertible Preferred Stock - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | |
Temporary Equity [Line Items] | ||||||
Proceeds from issuance of redeemable convertible preferred stock and related tranche rights, net of issuance costs | $ 93,939 | |||||
Temporary Equity, Shares Outstanding | 15,345,279 | 7,140,157 | ||||
Percentage of cumulative dividends receive | 8.00% | |||||
Redeemable convertible preferred stock tranche liability | $ 0 | $ 551 | ||||
Redemption date | Oct. 31, 2026 | |||||
Accretion of redeemable convertible preferred stock to redemption value | $ 0 | |||||
Underwritten Public Offering [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Temporary equity, automatic conversion, sale of common stock, price per share | $ 17.16 | |||||
Series A1 Redeemable Convertible Preferred Stock [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Stock issued during period shares new issues | 4,358,972 | |||||
Proceeds from issuance of redeemable convertible preferred stock and related tranche rights, net of issuance costs | $ 34,000 | |||||
Temporary Equity, Shares Outstanding | 6,282,047 | 1,923,075 | ||||
Redeemable convertible preferred stock tranche liability | $ 12,300 | |||||
Temporary equity liquidation preference | $ 7.80 | |||||
Dividends preferred stock | $ 2,500 | $ 1,100 | ||||
Preferred dividend, per share | $ 0.40 | $ 0.56 | ||||
Series B Redeemable Convertible Preferred Stock [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Stock issued during period shares new issues | 3,846,150 | |||||
Proceeds from issuance of redeemable convertible preferred stock and related tranche rights, net of issuance costs | $ 60,000 | |||||
Temporary Equity, Shares Outstanding | 3,846,150 | |||||
Temporary equity liquidation preference | $ 15.60 | |||||
Temporary equity, automatic conversion, sale of common stock, price per share | $ 17.16 | |||||
Dividends preferred stock | $ 500 | |||||
Preferred dividend, per share | $ 0.14 | |||||
Series B Redeemable Convertible Preferred Stock [Member] | Minimum [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Percentage of outstanding shares | 70.00% | |||||
Series A Redeemable Convertible Preferred Stock [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Temporary Equity, Shares Outstanding | 2,717,082 | 2,717,082 | ||||
Temporary equity liquidation preference | $ 6 | |||||
Sale of stock, price (in dollars per share) | $ 6 | |||||
Dividends preferred stock | $ 3,800 | $ 2,500 | ||||
Preferred dividend, per share | $ 0.72 | $ 0.48 | ||||
Redeemable Convertible Preferred Stock [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Temporary Equity, Shares Outstanding | 11,499,129 | 15,345,279 | 7,140,157 | 3,999,133 | 3,999,133 | 3,999,133 |
Temporary equity, automatic conversion, sale of common stock, price per share | $ 17.16 | |||||
Temporary equity, automatic conversion, sale of common stock, gross proceeds | $ 80,000 |
Redeemable Convertible Prefer_7
Redeemable Convertible Preferred Stock Tranche Liability - Additional Information - (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Oct. 31, 2020 | |
Temporary Equity [Line Items] | ||||||
Temporary equity, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Change in fair value of redeemable convertible preferred stock tranche liability | $ 0 | $ 0 | $ 11,718 | $ 0 | ||
Series A 1 Redeemable Convertible Preferred Tranche Liability | ||||||
Temporary Equity [Line Items] | ||||||
Temporary equity, par value | $ 0.86 | |||||
Change in fair value of redeemable convertible preferred stock tranche liability | 11,700 | |||||
Series A - 1 Preferred Stock | ||||||
Temporary Equity [Line Items] | ||||||
Change in fair value of redeemable convertible preferred stock tranche liability | $ 12,300 |
Redeemable Convertible Prefer_8
Redeemable Convertible Preferred Stock Tranche Liability - Schedule of Valuation of The Redeemable Convertible Preferred Stock Tranche Liability (Details) - Series A 1 Tranche Call Option [Member] | 6 Months Ended |
Jun. 30, 2021$ / shares | |
Temporary Equity [Line Items] | |
Discount rate | 0.10% |
Dividend yield | 0.00% |
Strike price | $ 7.80 |
Minimum [Member] | |
Temporary Equity [Line Items] | |
Estimated fair value of redeemable convertible preferred stock | $ 6.94 |
Expected term (years) | 3 months |
Probability of milestone achievement | 80.00% |
Fair value of each tranche feature | $ 0.86 |
Maximum [Member] | |
Temporary Equity [Line Items] | |
Estimated fair value of redeemable convertible preferred stock | $ 11.10 |
Expected term (years) | 5 months 12 days |
Probability of milestone achievement | 100.00% |
Fair value of each tranche feature | $ 3.32 |
Redeemable Convertible Prefer_9
Redeemable Convertible Preferred Stock Tranche Liability - Schedule of The Rollforward Redeemable Convertible Preferred Stock Tranche Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Temporary Equity Disclosure [Abstract] | ||||
Beginning Balance | $ 551 | |||
Change in fair value of redeemable convertible preferred stock tranche liability | $ 0 | $ 0 | 11,718 | $ 0 |
Reclassification of redeemable convertible preferred stock tranche liability upon settlement | (12,269) | |||
Ending Balance | $ 0 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | ||||
Rent expense | $ 14,000 | $ 12,000 | $ 28,000 | $ 25,000 |
Lease payments under non-cancelable operating leases | $ 700,000 | $ 700,000 | ||
Lease expiration date | Jun. 30, 2023 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Options grants in period, weighted average grant date fair value | $ 6.44 | |
Number of shares, Granted | 21,747 | |
Unrecognized compensation cost | $ 9.2 | |
Unrecognized compensation, weighted average amortization period | 3 years 5 months 4 days | |
Restricted Stock [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-based payment award, award vesting rights, percentage | 25.00% | |
Number of shares, Granted | 297,724 | |
2019 Equity Incentive Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-based payment award, description | Under the terms of the 2019 Plan, options are granted at an exercise price no less than fair value of the Company’s common stock on the grant date, except in certain cases related to employees outside of the U.S. However, for any employee who is a 10% or greater stockholder, options are granted at an exercise price no less than 110% of the fair value of the Company’s common stock on the grant date. Option awards granted typically have 10-year terms measured from the option grant date. However, if any employee is a 10% or greater stockholder, the awards have 5-year terms measured from the option grant date. Awards with vesting conditions typically include vesting 25% on the first anniversary of the grant date with the remainder vesting monthly over the following three years. | |
Share based payment award, purchase price of common stock, percent | 110.00% | |
Share-based payment award, award vesting rights, percentage | 25.00% | |
Share-based payment award, expiration period | 5 years | |
Share-based payment award, number of shares authorized | 3,330,732 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activities (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Number of options outstanding, beginning of period | 435,342 | |
Number of options granted | 2,275,392 | |
Number of options, cancelled and forfeited | (9,375) | |
Number of options exercised | (59,466) | |
Number of options outstanding, ending of period | 2,641,893 | 435,342 |
Number of options, vested and expected to vest | 2,641,893 | |
Number of options exercisable, end of period | 182,013 | |
Weighted average exercise price outstanding, beginning of period | $ 0.52 | |
Weighted average exercise price, options granted | 2.68 | |
Weighted average exercise price, options cancelled and forfeited | 1.86 | |
Weighted average exercise price, options exercised | 1.86 | |
Weighted average exercise price outstanding, end of period | 2.35 | $ 0.52 |
Weighted average exercise price, options vested and expected to vest | 2.35 | |
Weighted average exercise price, options exercisable | $ 0.17 | |
Weighted average remaining contracted terms (in years) outstanding, beginning of period | 9 years 2 months 8 days | |
Weighted average remaining contracted terms (in years) outstanding, end of period | 9 years 6 months 21 days | |
Weighted average remaining contracted terms (in years), vested and expected to vest | 9 years 6 months 21 days | |
Weighted average remaining contracted terms (in years), exercisable at end of period | 8 years 7 months 13 days | |
Aggregate intrinsic value outstanding, beginning of period | $ 415 | |
Aggregate intrinsic value options exercised | 150 | |
Aggregate intrinsic value outstanding, end of period | 23,482 | $ 415 |
Aggregate intrinsic value options vested and expected to vest | 23,482 | |
Aggregate intrinsic value options exercisable | $ 2,013 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Assumptions Used in Black-Scholes Model (Details) | 6 Months Ended |
Jun. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected volatility, Minimum | 78.81% |
Expected volatility, Maximum | 79.17% |
Risk-free interest rate, Minimum | 0.94% |
Risk-free interest rate, Maximum | 1.13% |
Dividend yield | 0.00% |
Minimum [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected term (in years) | 5 years 11 months 12 days |
Maximum [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected term (in years) | 6 years 1 month 13 days |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Restricted Stock Awards (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of shares, Granted | 21,747 | |
Restricted Stock [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of shares, Unvested | 66,681 | |
Number of shares, Granted | 297,724 | |
Number of shares, Vested | (11,739) | |
Number of shares, Unvested | 352,666 | |
Unvested, weighted average grant date fair value per share, beginning balance | $ 1 | |
Granted, weighted average grant date fair value | 8.55 | |
Vested, weighted average grant date fair value per share | 1.48 | |
Unvested, weighted average grant date fair value per share, ending balance | $ 6.90 |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 1,050 | $ 51 | $ 1,347 | $ 185 |
Research and Development Expense [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 251 | 44 | 329 | 175 |
General and Administrative Expense [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 799 | $ 7 | $ 1,018 | $ 10 |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders - Schedule of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (8,719) | $ (1,631) | $ (27,320) | $ (3,547) |
Accretion of redeemable convertible preferred stock to redemption value and cumulative preferred stock dividends | (2,141) | (452) | (3,226) | (891) |
Net loss attributable to common stockholders | $ (10,860) | $ (2,083) | $ (30,546) | $ (4,438) |
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted | 3,488,017 | 1,859,703 | 3,472,086 | 1,857,617 |
Net loss per share attributable to common stockholders, basic and diluted | $ (3.11) | $ (1.12) | $ (8.80) | $ (2.39) |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Common Stockholders - Schedule of Antidilutive Securities Excluded from Computation of Net Loss Per Share Attributable to Common Stockholders (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Redeemable convertible preferred stock | 18,339,838 | 4,487,360 | 18,339,838 | 4,487,360 |
Redeemable Convertible Preferred Stock [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Redeemable convertible preferred stock | 15,345,279 | 3,999,133 | 15,345,279 | 3,999,133 |
Common Stock Options [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Redeemable convertible preferred stock | 2,641,893 | 366,501 | 2,641,893 | 366,501 |
Unvested Restricted Stock Awards [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Redeemable convertible preferred stock | 352,666 | 121,726 | 352,666 | 121,726 |
Net Loss Per Share Attributab_5
Net Loss Per Share Attributable to Common Stockholders - Additional Information (Details) | Aug. 12, 2021 |
Earnings Per Share [Abstract] | |
Unit conversion ratio | 1-for-1 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Related Party Transactions [Abstract] | ||||
Related Party Transaction, Amounts of Transaction | $ 0.3 | $ 0.1 | $ 0.7 | $ 0.3 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - $ / shares | 1 Months Ended | ||
Jul. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Subsequent Event [Line Items] | |||
Common stock, shares authorized | 46,000,000 | 40,000,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Reserve stock split, conversion ratio | 1-for-2 | ||
Common stock, shares authorized | 250,000,000 | ||
Common stock, par value | $ 0.0001 | ||
Preferred stock, shares authorized | 10,000,000 | ||
Preferred stock, par value | $ 0.0001 | ||
Subsequent Event [Member] | 2021 Employee Stock Purchase Plan [Member] | |||
Subsequent Event [Line Items] | |||
Employee Contribution Percentage Maximum | 15.00% | ||
Subsequent Event [Member] | First Day Offering Period [Member] | 2021 Employee Stock Purchase Plan [Member] | |||
Subsequent Event [Line Items] | |||
Fair value of share of common stock | 85.00% | ||
Subsequent Event [Member] | Last Day Offering Period [Member] | 2021 Employee Stock Purchase Plan [Member] | |||
Subsequent Event [Line Items] | |||
Fair value of share of common stock | 85.00% |