Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 05, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-40366 | |
Entity Registrant Name | WEREWOLF THERAPEUTICS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 82-3523180 | |
Entity Address, Address Line One | 200 Talcott Ave | |
Entity Address, Address Line Two | 2nd Floor | |
Entity Address, City or Town | Watertown | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02472 | |
City Area Code | 617 | |
Local Phone Number | 952‑05551030 Massachusetts Avenue, Suite 210, Cambridge, Massachusetts 02138(Former name, former address and former fiscal year, if changed since last report) | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | HOWL | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 29,529,425 | |
Entity Central Index Key | 0001785530 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 145,712 | $ 157,531 |
Prepaid expenses and other current assets | 6,233 | 3,537 |
Other receivables | 2,220 | 0 |
Total current assets | 154,165 | 161,068 |
Property and equipment, net | 9,031 | 2,913 |
Restricted cash | 1,208 | 1,208 |
Operating lease right of use asset | 9,070 | 13,412 |
Other non-current assets | 1,855 | 649 |
Total assets | 175,329 | 179,250 |
Current liabilities: | ||
Accounts payable | 2,590 | 2,037 |
Accrued expenses and other current liabilities | 14,090 | 8,765 |
Operating lease liability, current | 1,871 | 1,072 |
Deferred revenue, current | 11,817 | 0 |
Total current liabilities | 30,368 | 11,874 |
Operating lease liability, net of current portion | 13,675 | 14,589 |
Deferred revenue, net of current portion | 1,254 | 0 |
Other liabilities | 191 | 0 |
Total liabilities | 45,488 | 26,463 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value, 5,000 shares authorized at June 30, 2022 and December 31, 2021; no shares issued or outstanding as of June 30, 2022 or December 31, 2021 | 0 | 0 |
Common stock, $0.0001 par value, 200,000 shares authorized as of June 30, 2022 and December 31, 2021; 28,456 and 27,608 shares issued as of June 30, 2022 and December 31, 2021, respectively; 28,278 and 27,313 shares outstanding as of June 30, 2022 and December 31, 2021, respectively | 2 | 2 |
Additional paid-in capital | 412,671 | 405,680 |
Accumulated deficit | (282,832) | (252,895) |
Total stockholders’ equity | 129,841 | 152,787 |
Total liabilities and stockholders’ equity | $ 175,329 | $ 179,250 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Preferred stock par value (usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock authorized (shares) | 5,000,000 | |
Preferred stock issued (shares) | 0 | 0 |
Preferred stock outstanding (shares) | 0 | 0 |
Common stock par value (usd per share) | $ 0.0001 | $ 0.0001 |
Common stock authorized (shares) | 200,000,000 | |
Common stock issued (shares) | 28,456,000 | 27,608,000 |
Common stock outstanding (shares) | 28,278,000 | 27,313,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenue: | ||||
Collaboration revenue | $ 4,148 | $ 0 | $ 4,148 | $ 0 |
Operating expenses: | ||||
Research and development | 13,887 | 7,265 | 24,832 | 12,082 |
General and administrative | 5,233 | 3,691 | 9,654 | 6,326 |
Total operating expenses | 19,120 | 10,956 | 34,486 | 18,408 |
Operating loss | (14,972) | (10,956) | (30,338) | (18,408) |
Other income: | ||||
Other income (expense), net | 281 | (16) | 265 | (32) |
Interest income | 97 | 51 | 136 | 84 |
Total other income | 378 | 35 | 401 | 52 |
Net loss | (14,594) | (10,921) | (29,937) | (18,356) |
Accretion of redeemable convertible preferred stock to redemption value | 0 | (56,926) | 0 | (151,942) |
Net loss attributable to common stockholders | (14,594) | (67,847) | (29,937) | (170,298) |
Net loss attributable to common stockholders | $ (14,594) | $ (67,847) | $ (29,937) | $ (170,298) |
Net loss per share attributable to common stockholders, basic and diluted | ||||
Net (loss) per share attributable to common stockholders, basic (usd per share) | $ (0.53) | $ (3.82) | $ (1.09) | $ (17.86) |
Net (loss) per share attributable to common stockholders, diluted (usd per share) | $ (0.53) | $ (3.82) | $ (1.09) | $ (17.86) |
Weighted-average common shares outstanding, basic and diluted | ||||
Weighted average common shares outstanding, basic (shares) | 27,517 | 17,750 | 27,455 | 9,535 |
Weighted average common shares outstanding, diluted (shares) | 27,517 | 17,750 | 27,455 | 9,535 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ (Deficit) Equity (unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Redeemable Convertible Preferred Stock Series A Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred Stock Series B Redeemable Convertible Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Redeemable convertible preferred stock outstanding, beginning balance (shares) at Dec. 31, 2020 | 80,247 | 78,222 | ||||
Redeemable convertible preferred stock outstanding, beginning balance at Dec. 31, 2020 | $ 69,012 | $ 72,070 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Accretion of redeemable convertible preferred stock to redemption value | $ 49,753 | $ 45,263 | ||||
Redeemable convertible preferred stock outstanding, ending balance (shares) at Mar. 31, 2021 | 80,247 | 78,222 | ||||
Redeemable convertible preferred stock outstanding, ending balance at Mar. 31, 2021 | $ 118,765 | $ 117,333 | ||||
Stockholders' equity, beginning balance (shares) at Dec. 31, 2020 | 1,746 | |||||
Stockholders' equity, beginning balance at Dec. 31, 2020 | $ (51,863) | $ 2 | $ 0 | $ (51,865) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Accretion of redeemable convertible preferred stock to redemption value | (95,016) | (560) | (94,456) | |||
Stock-based compensation expense | 539 | 539 | ||||
Exercise of common stock options (shares) | 14 | |||||
Stock option exercises | 21 | 21 | ||||
Net income (loss) | (7,435) | (7,435) | ||||
Stockholders' equity, ending balance (shares) at Mar. 31, 2021 | 1,760 | |||||
Stockholders' equity, ending balance at Mar. 31, 2021 | (153,754) | $ 2 | 0 | (153,756) | ||
Redeemable convertible preferred stock outstanding, beginning balance (shares) at Dec. 31, 2020 | 80,247 | 78,222 | ||||
Redeemable convertible preferred stock outstanding, beginning balance at Dec. 31, 2020 | $ 69,012 | $ 72,070 | ||||
Redeemable convertible preferred stock outstanding, ending balance (shares) at Jun. 30, 2021 | 0 | 0 | ||||
Redeemable convertible preferred stock outstanding, ending balance at Jun. 30, 2021 | $ 0 | $ 0 | ||||
Stockholders' equity, beginning balance (shares) at Dec. 31, 2020 | 1,746 | |||||
Stockholders' equity, beginning balance at Dec. 31, 2020 | (51,863) | $ 2 | 0 | (51,865) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (18,356) | |||||
Stockholders' equity, ending balance (shares) at Jun. 30, 2021 | 27,568 | |||||
Stockholders' equity, ending balance at Jun. 30, 2021 | 181,556 | $ 2 | 402,822 | (221,268) | ||
Redeemable convertible preferred stock outstanding, beginning balance (shares) at Mar. 31, 2021 | 80,247 | 78,222 | ||||
Redeemable convertible preferred stock outstanding, beginning balance at Mar. 31, 2021 | $ 118,765 | $ 117,333 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Accretion of redeemable convertible preferred stock to redemption value | $ 29,619 | $ 27,307 | ||||
Conversion of redeemable convertible preferred stock to common stock upon closing of initial public offering (shares) | (80,247) | (78,222) | 18,280 | |||
Conversion of redeemable convertible preferred stock to common stock upon closing of initial public offering | 293,024 | $ (148,384) | $ (144,640) | 293,024 | ||
Redeemable convertible preferred stock outstanding, ending balance (shares) at Jun. 30, 2021 | 0 | 0 | ||||
Redeemable convertible preferred stock outstanding, ending balance at Jun. 30, 2021 | $ 0 | $ 0 | ||||
Stockholders' equity, beginning balance (shares) at Mar. 31, 2021 | 1,760 | |||||
Stockholders' equity, beginning balance at Mar. 31, 2021 | (153,754) | $ 2 | 0 | (153,756) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Accretion of redeemable convertible preferred stock to redemption value | 56,926 | 335 | 56,591 | |||
Issuance of common stock from at the market offering, net of issuance costs (shares) | 7,500 | |||||
Issuance of common stock from at the market offering, net of issuance costs | 109,221 | 109,221 | ||||
Stock-based compensation expense | 781 | 781 | ||||
Exercise of common stock options (shares) | 28 | |||||
Stock option exercises | 131 | 131 | ||||
Net income (loss) | (10,921) | (10,921) | ||||
Stockholders' equity, ending balance (shares) at Jun. 30, 2021 | 27,568 | |||||
Stockholders' equity, ending balance at Jun. 30, 2021 | 181,556 | $ 2 | 402,822 | (221,268) | ||
Redeemable convertible preferred stock outstanding, beginning balance (shares) at Dec. 31, 2021 | 0 | 0 | ||||
Redeemable convertible preferred stock outstanding, beginning balance at Dec. 31, 2021 | $ 0 | $ 0 | ||||
Redeemable convertible preferred stock outstanding, ending balance (shares) at Mar. 31, 2022 | 0 | 0 | ||||
Redeemable convertible preferred stock outstanding, ending balance at Mar. 31, 2022 | $ 0 | $ 0 | ||||
Stockholders' equity, beginning balance (shares) at Dec. 31, 2021 | 27,608 | |||||
Stockholders' equity, beginning balance at Dec. 31, 2021 | 152,787 | $ 2 | 405,680 | (252,895) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation expense | 1,745 | 1,745 | ||||
Exercise of common stock options (shares) | 46 | |||||
Stock option exercises | 129 | 129 | ||||
Net income (loss) | (15,343) | (15,343) | ||||
Stockholders' equity, ending balance (shares) at Mar. 31, 2022 | 27,654 | |||||
Stockholders' equity, ending balance at Mar. 31, 2022 | 139,318 | $ 2 | 407,554 | (268,238) | ||
Redeemable convertible preferred stock outstanding, beginning balance (shares) at Dec. 31, 2021 | 0 | 0 | ||||
Redeemable convertible preferred stock outstanding, beginning balance at Dec. 31, 2021 | $ 0 | $ 0 | ||||
Redeemable convertible preferred stock outstanding, ending balance (shares) at Jun. 30, 2022 | 0 | 0 | ||||
Redeemable convertible preferred stock outstanding, ending balance at Jun. 30, 2022 | $ 0 | $ 0 | ||||
Stockholders' equity, beginning balance (shares) at Dec. 31, 2021 | 27,608 | |||||
Stockholders' equity, beginning balance at Dec. 31, 2021 | $ 152,787 | $ 2 | 405,680 | (252,895) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of common stock options (shares) | 47 | |||||
Net income (loss) | $ (29,937) | |||||
Stockholders' equity, ending balance (shares) at Jun. 30, 2022 | 28,456 | |||||
Stockholders' equity, ending balance at Jun. 30, 2022 | 129,841 | $ 2 | 412,671 | (282,832) | ||
Redeemable convertible preferred stock outstanding, beginning balance (shares) at Mar. 31, 2022 | 0 | 0 | ||||
Redeemable convertible preferred stock outstanding, beginning balance at Mar. 31, 2022 | $ 0 | $ 0 | ||||
Redeemable convertible preferred stock outstanding, ending balance (shares) at Jun. 30, 2022 | 0 | 0 | ||||
Redeemable convertible preferred stock outstanding, ending balance at Jun. 30, 2022 | $ 0 | $ 0 | ||||
Stockholders' equity, beginning balance (shares) at Mar. 31, 2022 | 27,654 | |||||
Stockholders' equity, beginning balance at Mar. 31, 2022 | 139,318 | $ 2 | 407,554 | (268,238) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock from at the market offering, net of issuance costs (shares) | 801 | |||||
Issuance of common stock from at the market offering, net of issuance costs | 3,339 | 3,339 | ||||
Stock-based compensation expense | 1,777 | 1,777 | ||||
Exercise of common stock options (shares) | 1 | |||||
Stock option exercises | 1 | 1 | ||||
Net income (loss) | (14,594) | (14,594) | ||||
Stockholders' equity, ending balance (shares) at Jun. 30, 2022 | 28,456 | |||||
Stockholders' equity, ending balance at Jun. 30, 2022 | $ 129,841 | $ 2 | $ 412,671 | $ (282,832) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ (Deficit) Equity (unaudited) (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2022 | Mar. 31, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||
Issuance costs | $ 314 | $ 2,379 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Operating activities: | ||
Net income (loss) | $ (29,937) | $ (18,356) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation expense | 3,522 | 1,320 |
Depreciation expense | 283 | 101 |
Non-cash lease expense | 961 | 336 |
Change in fair value of derivative liability | 262 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (2,726) | (2,691) |
Other receivables | (2,220) | 0 |
Other non-current assets | (1,206) | 0 |
Accounts payable | 132 | 1,864 |
Accrued expenses and other current liabilities | 3,528 | (1) |
Deferred revenue | 13,071 | 0 |
Right of use assets and operating lease liability | (115) | (328) |
Other liabilities | 191 | (31) |
Net cash used in operating activities | (14,254) | (17,786) |
Investing activities: | ||
Purchases of property and equipment | (1,139) | (124) |
Net cash used in investing activities | (1,139) | (124) |
Financing activities: | ||
Proceeds from at the market offering of common stock | 3,653 | 0 |
Proceeds from initial public offering of common stock | 0 | 111,600 |
Payment of equity issuance costs | (239) | (2,087) |
Proceeds from stock option exercises | 160 | 152 |
Net cash provided by financing activities | 3,574 | 109,665 |
Net (decrease) increase in cash and cash equivalents | (11,819) | 91,755 |
Cash, cash equivalents and restricted cash—beginning of period | 158,830 | 92,777 |
Cash, cash equivalents and restricted cash—end of period | 147,011 | 184,532 |
Non-cash investing and financing activities: | ||
Purchases of property and equipment in accounts payable and accrued expenses | 1,881 | 15 |
Issuance costs in accounts payable and accrued expenses | 75 | 318 |
Stock option exercise receivables in prepaid expenses and other current assets | (30) | 0 |
Non-cash accretion of Series A and Series B redeemable convertible preferred stock | $ 0 | $ 151,942 |
Description of Business, Organi
Description of Business, Organization, and Liquidity | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business, Organization, and Liquidity | Nature of Business Werewolf Therapeutics, Inc. (“Werewolf” or the “Company”) was incorporated in the state of Delaware in October 2017. The Company is an innovative biopharmaceutical company pioneering the development of therapeutics engineered to stimulate the body’s immune system for the treatment of cancer. The Company’s headquarters are located in Watertown, Massachusetts. Since inception, the Company has devoted substantially all of its time and efforts to performing research and development activities, raising capital and recruiting management and technical staff to support these operations. The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry including, but not limited to, technical risks associated with the successful research, development and manufacturing of product candidates, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations and the ability to secure additional capital to fund operations. Current and future programs will require significant research and development efforts, including extensive preclinical and clinical testing and regulatory approval prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales. The Company had cash and cash equivalents of $145.7 million at June 30, 2022. The Company expects that its cash and cash equivalents will enable it to fund its operating expenses and capital expenditure requirements for at least twelve months from the filing date of this Quarterly Report. However, additional funding will be necessary beyond this point to fund future preclinical and clinical activities. The Company expects to finance its future cash needs through a combination of equity or debt financings, collaboration agreements, strategic alliances and licensing arrangements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying condensed consolidated financial statements as of June 30, 2022 and December 31, 2021, and for the three and six months ended June 30, 2022 and 2021, have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and generally accepted accounting principles in the United States of America (“GAAP”) as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”) for condensed consolidated financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these condensed consolidated financial statements reflect all normal recurring adjustments which are necessary for a fair presentation of the Company’s financial position and results of its operations, as of and for the periods presented. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC (the “Annual Report”). The information presented in the condensed consolidated financial statements and related notes as of June 30, 2022, and for the three and six months ended June 30, 2022 and 2021, is unaudited. The December 31, 2021 condensed consolidated balance sheet included herein was derived from the audited financial statements as of that date, but does not include all disclosures, including notes, required by GAAP for complete financial statements. Interim results for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2022, or any future period. The accompanying condensed consolidated financial statements include the accounts of Werewolf Therapeutics, Inc. and its wholly-owned subsidiary, Werewolf Therapeutics Mass Securities, Inc. All intercompany transactions and balances have been eliminated in consolidation. Summary of Significant Accounting Policies The significant accounting policies and estimates used in the preparation of the condensed consolidated financial statements are described in the Company’s audited financial statements as of and for the year ended December 31, 2021, and the notes thereto, which are included in the Annual Report. There have been no material changes in the Company’s significant accounting policies during the six months ended June 30, 2022. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, the Company’s management evaluates its estimates which include, but are not limited to, the fair values of common stock and the fair value of the success payment liability. Actual results could differ from those estimates. Recent Accounting Pronouncements Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s condensed consolidated financial statements upon adoption. Subsequent Events The Company has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. The Company did not identify any subsequent events that would have required adjustment to or disclosure in the financial statements. |
Jazz Collaboration Agreement
Jazz Collaboration Agreement | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Jazz Collaboration Agreement | Jazz Collaboration and License Agreement In April 2022, the Company entered into an exclusive global collaboration and license agreement (the “Collaboration Agreement”) with Jazz Pharmaceuticals Ireland Limited (“Jazz”) pursuant to which the Company granted Jazz certain licenses to develop and commercialize products containing the Company’s Interferon alpha (“IFNα”) INDUKINE™ molecule, WTX-613, as well as products containing certain isolated recombinant polypeptides comprising IFNα that meet specified criteria (each such product, a “Licensed Product”). Under the Collaboration Agreement, the Company is responsible for certain pre-clinical development activities with respect to WTX-613 and other development activities specified in mutually agreed upon development plans. Jazz will generally reimburse the Company for the cost of such activities. Jazz will be responsible for all other development and commercialization activities conducted to exploit the Licensed Products, including submission of an investigational new drug application (“IND”) to the U.S. Food and Drug Administration (the “FDA”). Under the terms of the Collaboration Agreement, the Company received a non-refundable upfront cash payment of $15.0 million in April 2022. Milestones and Royalties The Company is eligible to receive up to $520.0 million in development and regulatory milestones, and up to $740.0 million in sales-based milestones for all Licensed Products. In addition, the Company is eligible to receive tiered mid-single digit royalties based on Jazz’s, and any of its affiliates’ and sublicensees’ annual net sales of Licensed Products, subject to reduction in specified circumstances. Accounting Analysis under ASC 606 Identification of the Contract(s) The Company assessed the Collaboration Agreement and concluded that it represents a contract with a customer within the scope of ASC Topic 606, Revenue from Contracts with Customers . Identification of Promises and Performance Obligations The Company has concluded that the exclusive license to its intellectual property, WTX-613, and the non-exclusive corresponding “know-how” are not capable of being distinct from the other promises within the contract, and as such, the Company has determined that the license and “know-how” combined with the other research and development services and supply represent a single combined performance obligation. Determination of Transaction Price The overall transaction price as of the inception of the contract was determined to be $32.3 million, which is comprised of the nonrefundable upfront payment of $15.0 million and the estimated costs for research services of $17.3 million. Outside of the estimated costs for research services, there is no other variable consideration included in the transaction price at inception. The Company used the most likely amount method to estimate variable consideration and estimated that the most likely amount for each potential development and regulatory milestone payment under this agreement is zero, as achievement of those milestones is uncertain and highly susceptible to factors outside the Company’s control. Accordingly, all such milestone payments were excluded from the transaction price. Management will reevaluate the transaction price at the end of each reporting period and as uncertain events are resolved or other changes in circumstances occur, will adjust the transaction price as necessary. Sales based royalties, including milestones based on the level of sales, were also excluded from the transaction price, as the license is deemed to be the predominant item to which the royalties relate. The company will recognize such revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). The upfront payment of $15.0 million was recorded as deferred revenue and, along with payments related to the Company’s conduct of research services under the Collaboration Agreement, will be recognized as revenue over approximately 3.7 years using an input-based measurement of actual costs incurred as a percentage of the estimated total costs expected to be incurred over the expected term of conduct of the research services. The Company believes this input-based method to recognize revenue best reflects the transfer of value to Jazz. Recognition of Revenue For the six months ended June 30, 2022, using the cost-to-cost input method, which best depicts the research services performed for the customer, the Company recognized $4.1 million of revenue related to the Collaboration Agreement, of which $1.9 million related to the upfront payment and $2.2 million related to costs incurred for research services. As of June 30, 2022, there is $11.8 million and $1.3 million of current and long-term deferred revenue, respectively, related to the Collaboration Agreement. All costs associated with the Collaboration Agreement are recorded in research and development expense in the condensed consolidated statements of operations. The following table presents changes in the Company’s contract liabilities during the six months ended June 30, 2022 (in thousands): Balance as of Balance as of December 31, 2021 Additions Reductions June 30, 2022 Contract liabilities: Deferred revenue $ — $ 15,000 $ (1,929) $ 13,071 Totals $ — $ 15,000 $ (1,929) $ 13,071 As of June 30, 2022, the Company had not received any milestone or royalty payments under the Collaboration Agreement. |
Financial Instruments and Fair
Financial Instruments and Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments and Fair Value Measurements | Financial Instruments and Fair Value Measurements Fair value is an exit price, representing the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value is determined based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect certain market assumptions. As a basis for considering such assumptions, GAAP establishes a three-tier value hierarchy, which prioritizes the inputs used to develop the assumptions and for measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets for identical assets; (Level 2) inputs other than the quoted prices in active markets that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which requires the Company to develop its own assumptions. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. The Company’s financial instruments that are measured at fair value on a recurring basis consist of cash equivalents and a success payment liability pursuant to an amended and restated loan and security agreement (the “Loan Agreement”) with Pacific Western Bank (“PWB”) (see Note 9, Term Loan ). The Company measures the fair value of money market funds based on quoted prices in active markets for identical securities. The carrying amounts reflected in the condensed consolidated balance sheets for cash, prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair values, due to their short-term nature. Assets and liabilities measured at fair value on a recurring basis as of June 30, 2022 were as follows (in thousands): Quoted Price in Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets: Money market funds $ 145,712 $ — $ — $ 145,712 Total assets $ 145,712 $ — $ — $ 145,712 Liabilities Success payment liability $ — $ — $ 863 $ 863 Total liabilities $ — $ — $ 863 $ 863 Assets and liabilities measured at fair value on a recurring basis as of December 31, 2021 were as follows (in thousands): Quoted Price in Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets: Money market funds $ 157,531 $ — $ — $ 157,531 Total assets $ 157,531 $ — $ — $ 157,531 Liabilities Success payment liability $ — $ — $ — $ — Total liabilities $ — $ — $ — $ — There were no changes in valuation techniques during the three or six months ended June 30, 2022. There were no liabilities measured at fair value on a recurring basis as of December 31, 2021. Success Payment Liability The Company is obligated to pay to PWB a one-time success payment upon the occurrence of the Company achieving certain conditions defined in the Loan Agreement. The maximum aggregate success payment that could be payable by the Company is $1.6 million. The following table reconciles the change in fair value of the success payment liability during the six months ended June 30, 2022 based on Level 3 inputs (in thousands): Six Months Ended Balance at December 31, 2021 $ — Additions 1,125 Change in fair value (262) Balance at June 30, 2022 $ 863 The success payment liability is stated at fair value and is considered Level 3 because its fair value measurement is based, in part, on significant inputs not observed in the market. The Company models the value of the liability based on several key variables, including probability of event occurrence and timing of event occurrence. The fair value of the success payment liability was determined using a probability weighted expected return method, in which the probability and timing of potential future events is considered in order to estimate the fair value of the success payment liability as of each valuation date. Management determined the fair value of the success payment liability as of June 30, 2022 using the following significant unobservable inputs: June 30, 2022 Probability of Success Fee Event 80 % Expected term (in years) 0.83 - 1.25 Discount rate 6.7 % The Company remeasured the liability at fair value with a corresponding decrease of $0.3 million recorded to other income (expense), net for the six months ended June 30, 2022. |
Restricted Cash
Restricted Cash | 6 Months Ended |
Jun. 30, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Restricted Cash | Restricted CashThe Company maintained restricted cash of $1.3 million at each of June 30, 2022 and December 31, 2021. At each of June 30, 2022 and December 31, 2021, $0.1 million of the Company’s restricted cash balance is included within “Prepaid expenses and other current assets” in the accompanying condensed consolidated balance sheets. These amounts are comprised solely of letters of credit required pursuant to the Company’s leased office spaces. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities as of June 30, 2022 and December 31, 2021 were comprised as follows (in thousands): June 30, December 31, Manufacturing $ 5,452 $ 3,427 Contract research 2,258 2,542 Employee compensation and benefits 1,938 2,200 Professional fees 1,855 433 Leasehold improvements 1,295 — Success payment liability 863 — Other 429 163 Total accrued expenses and other current liabilities $ 14,090 $ 8,765 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Leases | Leases The Company’s leases are as follows: • An April 2019 operating lease for approximately 9,949 square feet of office and laboratory space which commenced in April 2019 and terminates in March 2024. The lease is subject to fixed-rate rent escalations and provided for a term extension option, which was not reasonably certain of exercise. In May 2022, the Company entered into a sublease agreement with Crossbow Therapeutics, Inc. (“Crossbow”), to sublease the entirety of this space. The annual rent for the subleased premises will be approximately $1.1 million in the first year and $1.0 million in the second year, which is greater than the annual rent paid by the Company to the landlord for the leased premises. Crossbow is obligated to pay all real estate taxes and costs related to the subleased premises, including cost of operations, maintenance, repair, replacement, and property management. • A March 2021 short-term lease for approximately 7,500 square feet of office and laboratory space which commenced in April 2021 and terminated in May 2022. The Company did not recognize an operating lease right of use asset or a lease liability upon lease commencement. Rent expense for the Company’s short-term lease was recognized as incurred. • A June 2021 operating lease for approximately 25,778 square feet of office and laboratory space, which the Company occupied in May 2022, and terminates in May 2030. The lease is subject to fixed-rate rent escalations and provided for $5.7 million in tenant improvements and a term extension option, which was not reasonably certain of exercise. The Company provided the landlord with a security deposit in the form of a letter of credit in the amount of $1.0 million upon signing, which is included in restricted cash as of June 30, 2022. Accounting Analysis for operating leases under ASC Topic 842, Leases : • Expected lease term: The expected lease term includes noncancelable lease periods and, when applicable, periods covered by an option to extend the lease if the Company is reasonably certain to exercise that option, as well as periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise that option. • Incremental borrowing rate: As the discount rates in the Company’s lease are not implicit, management estimated the incremental borrowing rate based on the rate of interest the Company would have to pay to borrow a similar amount on a collateralized basis over a similar term. • Lease and non-lease components: The Company is required to pay fees for operating expenses in addition to monthly base rent for certain operating leases (non-lease components). The Company has elected the practical expedient which allows non-lease components to be combined with lease components for all asset classes. Variable non-lease components are not included within the lease right-of-use asset and lease liability on the consolidated balance sheet, and instead are reflected as expense in the period they are paid. The following table summarizes lease costs for the three and six months ended June 30, 2022 and 2021 (in thousands): Three Months Ended Six Months Ended 2022 2021 2022 2021 Operating lease costs $ 633 $ 219 $ 1,316 $ 438 Variable lease costs 183 99 281 199 Short-term lease costs 91 137 228 137 Sublease income (68) — (68) — Total $ 839 $ 455 $ 1,757 $ 774 The following table summarizes the lease term and discount rate for operating leases as of June 30, 2022 and December 31, 2021: June 30, December 31, Weighted-average remaining lease term (years) 7.4 7.6 Weighted-average discount rate 8.1 % 8.1 % As of June 30, 2022, the future minimum lease payments due under the Company’s leases are as follows (in thousands): Amount 2022 $ 1,453 2023 3,133 2024 2,505 2025 2,337 2026 2,403 Thereafter 8,730 Total remaining minimum rental payments 20,561 Less: effect of discounting (5,015) Total lease liability $ 15,546 |
Term Loan
Term Loan | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Term Loan | Term Loan In April 2022, the Company entered into the Loan Agreement with PWB. Under the terms of the Loan Agreement, PWB made available a term loan in an aggregate principal amount of up to $20.0 million (“Tranche I Loan”) available at any time after the closing date until February 28, 2024 as extended to August 31, 2024 upon the satisfaction of certain conditions set forth in the Loan Agreement (such date, the “Amortization Date”). Based on the satisfaction of certain conditions defined in the Loan Agreement, PWB is also obligated to make available an additional term loan in the aggregate principal amount of up to $20.0 million (“Tranche II Loan”, or collectively with the Tranche I Loan, the “Term Loans”) available at any time after the closing date until the Amortization Date upon the acceptance by the U.S. Food and Drug Administration (the “FDA”) of two investigational new drug (“IND”) submissions on or before March 31, 2023. Although the Tranche I Loan was made available to the Company at the closing date, as of June 30, 2022, the Company has elected to defer making a draw. As of June 30, 2022, the Company had not drawn down any Term Loans and had no outstanding borrowings under the Loan Agreement. The Term Loans will bear interest on the outstanding daily balance at a floating annual rate equal to greater of: (i) 0.5% above the prime rate then in effect or (ii) 4.5%. If the prime rate changes throughout the term, the interest rate will be adjusted effective on the date of the prime rate change. All interest chargeable under the Loan Agreement is computed on a 360-day year for the actual number of days elapsed, with interest payable monthly. The Company is obligated to pay PWB a fee in the event of certain corporate transactions equal to either (i) the greater of (a) $0.2 million and (b) 2.0% of the amount drawn under the Term Loans, for a transaction occurring on or before March 31, 2023, or (ii) for any transaction occurring thereafter, the greater of (a) $0.4 million and (b) 4.0% of the amount drawn under the Term Loans (the “Success Fee”). The Success Fee will survive ten years from the date of payment of the Term Loans in full, such that, if the Loan Agreement is terminated prior to the payment of the Success Fee the Company will remain obligated to pay the Success Fee upon the occurrence of a Success Fee Event (as defined in the Loan Agreement) during such ten-year period. The Company determined that the Success Fee constitutes a freestanding financial instrument and should be accounted for as a liability in connection with ASC 815, Derivatives and Hedging . The Company determined that the fair value of the Success Fee upon the closing date of the Loan Agreement and then marked to market the fair value of the Success Fee as of June 30, 2022. All outstanding obligations under the Loan Agreement are secured by the Company’s personal property (exclusive of any intellectual property) and are subject to acceleration in the event of default. In the event of a late payment or default, the Company is obligated to pay a fee equal to 5.0% of such unpaid amounts. In connection with the Loan Agreement, the Company is required to comply with certain negative covenants, which among other things, restrict the Company from (i) incurring future debt or granting liens, (ii) effectuating a merger or consolidation with or into any other business organization, (iii) paying dividends or making certain other distributions, (iv) selling or otherwise transferring its assets, (v) making investments in any entities or instruments other than certain investments specified in the Loan Agreement and (vi) making capitalized expenditures in excess of 125% of the amount provided for in the annual budget approved by the board of directors. The Loan Agreement also contains standard affirmative covenants, including with respect to the issuance of audited consolidated financial statements, insurance, and maintenance of good standing and government compliance in our state of formation. On or before September 30, 2023, we are required to raise aggregate gross cash process of at least $50.0 million from the sale or issuance of our equity or from strategic partnerships or any similar transaction. From after receipt of those proceeds, we are required to maintain at all times at least $20.0 million of unrestricted cash in accounts with PWB. PWB has the right to accelerate all outstanding obligations of the Company under the Loan Agreement or terminate any remaining Term Loan commitments in the event of a material adverse effect on (i) the operations, business or financial condition of the Company, (ii) the Company’s ability to repay any portion of the Term Loans or perform any of its other obligations under the Loan Agreement, and (iii) the Company’s interest in, or the value, perfection or priority of PWB’s security interest in the collateral. As of June 30, 2022, the Company had $20.0 million available to draw on the Term Loans and had no outstanding principal. |
Common and Preferred Stock
Common and Preferred Stock | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Common and Preferred Stock | Common and Preferred Stock Common Stock The Company is authorized to issue 200.0 million shares of common stock. Common stockholders are entitled to dividends if and when declared by the Company’s board of directors. As of June 30, 2022, no dividends on common stock had been declared by the Company. On May 10, 2022, the Company entered into a Sales Agreement (the “Sales Agreement”) with SVB Securities LLC (“SVB”), pursuant to which the Company may offer and sell shares of its common stock with an aggregate offering price of up to $50.0 million (the “ATM Offering”). The Sales Agreement provides that SVB will be entitled to a sales commission equal to 3.0% of the gross sales price per share of all shares sold under the ATM Offering. As of June 30, 2022, the Company had sold an aggregate of 801,462 shares under the ATM Offering at an average price of $4.70 per share for net proceeds of $3.3 million after deducting sales commissions and offering expenses. Preferred Stock The Company is authorized to issue 5.0 million shares of undesignated preferred stock in one or more series. As of June 30, 2022, no shares of preferred stock were issued or outstanding. Shares Reserved for Future Issuance The Company had reserved shares of common stock for issuance as of June 30, 2022 and December 31, 2021 as follows (in thousands): As of June 30, As of December 31, 2022 2021 Shares reserved for exercises of outstanding stock options 4,383 3,266 Shares reserved for vesting of restricted stock units 236 — Shares reserved for exercises of warrants 59 59 Shares reserved for future issuance under the 2021 Stock Incentive Plan 1,919 1,939 Total shares reserved for future issuance 6,597 5,264 |
Stock-based Compensation
Stock-based Compensation | 6 Months Ended |
Jun. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based Compensation | Stock-based Compensation 2017 Stock Incentive Plan In December 2017, the Company adopted the 2017 Stock Incentive Plan (the “2017 Plan”), as amended and restated, under which it could grant incentive stock options (“ISOs”), non-qualified stock options, restricted stock awards (“RSAs”), restricted stock units (“RSUs”), stock appreciation rights and other stock-based awards to eligible employees, officers, directors and consultants. The terms of stock options and RSAs, including vesting requirements, are determined by the board of directors, subject to the provisions of the 2017 Plan. 2021 Stock Incentive Plan In April 2021, the board of directors adopted and the Company’s stockholders approved the 2021 Stock Incentive Plan (the “2021 Plan”), which became effective immediately prior to the effectiveness of the Company’s initial public offering (“IPO”). As a result of the adoption of the 2021 Plan, no further awards will be made under the 2017 Plan. The 2021 Plan provides for the grant of ISOs, non-qualified stock options, RSAs, RSUs, stock appreciation rights and other stock-based awards. The Company’s employees, officers, directors, consultants and advisors are eligible to receive awards under the 2021 Plan. The terms of awards, including vesting requirements, are determined by the board of directors, subject to the provisions of the 2021 Plan. The Company initially registered 3,352,725 shares of common stock under the 2021 Plan, pursuant to a Registration Statement on Form S-8 filed with the SEC on April 30, 2021, which was comprised of (i) 2,843,116 shares of common stock reserved for issuance under the 2021 Plan, (ii) 31,884 shares of common stock originally reserved for issuance under the 2017 Plan that became available for issuance under the 2021 Plan upon the completion of the IPO, and (iii) 477,725 shares of unvested restricted stock subject to repurchase by us that may become issuable under the 2021 Plan following such repurchase. The 2021 Plan also provides that an additional number of shares will be added annually to the shares authorized for issuance under the 2021 Plan on the first day of each fiscal year, beginning with the fiscal year ending December 31, 2022 and continuing until, and including, the fiscal year ended December 31, 2031. The number of shares added each year will be equal to the lesser of (i) 5% of the number of outstanding common stock on such date and (ii) such amount as determined by the board of directors. Effective January 1, 2022, 1,380,397 additional shares were automatically added to the shares reserved for issuance under the 2021 Plan pursuant to this evergreen provision. As of June 30, 2022, there were 1,918,600 shares available for future issuance under the 2021 Plan. 2021 Employee Stock Purchase Plan In April 2021, the board of directors adopted and the Company’s stockholders approved the 2021 Employee Stock Purchase Plan (the “2021 ESPP”), which became effective immediately prior to the effectiveness of the IPO. The Company initially reserved 244,000 shares of common stock for future issuance under the 2021 ESPP. The 2021 ESPP provides that an additional number of shares will automatically be added to the shares reserved for issuance on the first day of each fiscal year, beginning with the fiscal year ending December 31, 2022 and continuing for each fiscal year until, and including, the fiscal year ending on December 31, 2032. The number of shares added each year will be equal to the lowest of (i) 488,000 shares of common stock, (ii) 1% of the number of shares of outstanding common stock on such date, and (iii) such amount as determined by the board of directors. The company had not initiated any offering periods under the 2021 ESPP as of June 30, 2022, and no shares were added on January 1, 2022, pursuant to the evergreen provision. Stock-Based Compensation Expense Total stock-based compensation expense recognized in the condensed consolidated statements of operations for the three and six months ended June 30, 2022 and 2021 was as follows (in thousands): Three Months Ended Six Months Ended 2022 2021 2022 2021 Research and development $ 806 $ 212 $ 1,587 $ 352 General and administrative 971 569 1,935 968 Total stock-based compensation $ 1,777 $ 781 $ 3,522 $ 1,320 RSA Activity The Company may, at its discretion, repurchase unvested shares of restricted stock issued pursuant to the 2017 Plan at the initial purchase price if the employees or non-employees terminate their service relationship with the Company. The following table summarizes RSA activity during the six months ended June 30, 2022 (in thousands, except per share amounts): Shares/Units Weighted-Average Unvested at December 31, 2021 295 $ 1.35 Granted — $ — Vested (117) $ 1.33 Forfeited — $ — Unvested at June 30, 2022 178 $ 1.36 As of June 30, 2022, there was unrecognized stock-based compensation expense related to unvested RSAs of $0.2 million, which the Company expects to recognize over a weighted-average period of approximately 0.9 years. The aggregate fair value of RSAs that vested during the three months ended June 30, 2022 and 2021, based upon the fair values of the stock underlying the RSAs on the day of vesting, was $0.3 million and $0.8 million, respectively. The aggregate fair value of RSAs that vested during the six months ended June 30, 2022 and 2021, based upon the fair values of the stock underlying the RSAs on the day of vesting, was $0.8 million and $1.1 million, respectively. RSU Activity The Company has also granted RSUs to its employees under the 2021 Plan. The following table summarizes RSU activity during the six months ended June 30, 2022 (in thousands, except per share amounts): Shares/Units Weighted-Average Unvested at December 31, 2021 — $ — Granted 259 $ 4.97 Vested — $ — Forfeited (23) $ 4.97 Unvested at June 30, 2022 236 $ 4.97 As of June 30, 2022, there was unrecognized stock-based compensation expense related to unvested RSUs of $1.1 million, which the Company expects to recognize over a weighted-average period of approximately 1.94 years. No RSUs vested during the three or six months ended June 30, 2022 or 2021. Stock Option Activity The fair value of stock options granted during the three and six months ended June 30, 2022 and 2021 was calculated on the date of grant using the following weighted-average assumptions: Three Months Ended Six Months Ended 2022 2021 2022 2021 Risk-free interest rate 3.0 % 1.1 % 1.9 % 1.0 % Expected term (in years) 5.8 6.0 6.0 6.0 Dividend yield — % — % — % — % Expected volatility 77.5 % 78.9 % 76.3 % 79.3 % Using the Black-Scholes option pricing model, the weighted-average grant date fair value of stock options granted during the three months ended June 30, 2022 and 2021 was $2.48 and $10.80 per share, respectively. The weighted-average grant date fair value of stock options granted during the six months ended June 30, 2022 and 2021 was $6.25 and $8.15 per share, respectively. The following table summarizes stock option activity during the six months ended June 30, 2022 (in thousands, except per share amounts): Options Outstanding Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Outstanding at December 31, 2021 3,266 $ 8.24 9.02 Granted 1,247 $ 9.37 Exercised (47) $ 2.81 Cancelled (83) $ 7.25 Outstanding at June 30, 2022 4,383 $ 8.64 8.78 Exercisable at June 30, 2022 1,165 $ 7.40 8.29 The aggregate intrinsic fair value of stock options exercised during the three months ended June 30, 2022 and 2021 was less than $0.1 million and $0.2 million, respectively. The aggregate intrinsic fair value of stock options exercised during each of the six months ended June 30, 2022 and 2021 was $0.3 million. As of June 30, 2022, there was unrecognized stock-based compensation expense related to unvested stock options of $18.8 million, which the Company expects to recognize over a weighted-average period of approximately 2.7 years. |
Related Parties
Related Parties | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties In May 2022, the Company entered into a sublease agreement with Crossbow, for which entities affiliated with MPM Capital (“MPM Capital”) are also beneficial owners, to sublease the entirety of its office and laboratory space in Cambridge, Massachusetts. Luke Evnin, Ph.D., the chair of the Company’s board of directors, co-founded MPM Capital and serves as Managing Director of MPM Capital. Briggs Morrison, who serves on the Company’s board of directors, serves as Executive Partner of MPM Capital. The term of the sublease agreement commenced in June 2022 and ends in March 2024, with no option to extend (see Note 8, Leases ). The Company received cash payments under its sublease of approximately $0.1 million during the six months ended June 30, 2022. In addition, the Company received $0.2 million from Crossbow in June 2022 as a security deposit that is included within “Other liabilities” in the accompanying condensed consolidated balance sheets as of June 30, 2022. |
Net Loss Attributable to Common
Net Loss Attributable to Common Stockholders per Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Attributable to Common Stockholders per Share | Net Loss Attributable to Common Stockholders per Share For purposes of the diluted net loss attributable to common stockholders per share calculation, outstanding stock options, unvested RSAs, unvested RSUs and warrants to purchase common stock are considered to be potentially dilutive securities, however the following weighted-average amounts were excluded from the calculation of diluted net loss attributable to common stockholders per share because their effect would be anti-dilutive (in thousands): June 30, 2022 2021 Outstanding stock options 4,383 2,884 Unvested RSAs 178 436 Unvested RSUs 236 — Warrants to purchase common stock 59 59 Total 4,856 3,379 |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net as of June 30, 2022 and December 31, 2021 was comprised as follows (in thousands): Estimated Useful Life (in years) June 30, December 31, Laboratory equipment 5 $ 923 $ 839 Furniture and office equipment 5 248 9 Computer equipment 3 361 221 Leasehold improvements Shorter of 7 years or remaining lease term 7,726 274 Construction in progress 447 1,961 Total property and equipment, gross 9,705 3,304 Less: accumulated depreciation (674) (391) Total property and equipment, net $ 9,031 $ 2,913 Depreciation expense for the six months ended June 30, 2022 and 2021 was $0.3 million and $0.1 million, respectively. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying condensed consolidated financial statements as of June 30, 2022 and December 31, 2021, and for the three and six months ended June 30, 2022 and 2021, have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and generally accepted accounting principles in the United States of America (“GAAP”) as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”) for condensed consolidated financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these condensed consolidated financial statements reflect all normal recurring adjustments which are necessary for a fair presentation of the Company’s financial position and results of its operations, as of and for the periods presented. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC (the “Annual Report”). |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, the Company’s management evaluates its estimates which include, but are not limited to, the fair values of common stock and the fair value of the success payment liability. Actual results could differ from those estimates. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s condensed consolidated financial statements upon adoption. |
Subsequent Events | Subsequent EventsThe Company has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. The Company did not identify any subsequent events that would have required adjustment to or disclosure in the financial statements |
Jazz Collaboration Agreement (T
Jazz Collaboration Agreement (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Contract with Customer, Contract Asset, Contract Liability, and Receivable | The following table presents changes in the Company’s contract liabilities during the six months ended June 30, 2022 (in thousands): Balance as of Balance as of December 31, 2021 Additions Reductions June 30, 2022 Contract liabilities: Deferred revenue $ — $ 15,000 $ (1,929) $ 13,071 Totals $ — $ 15,000 $ (1,929) $ 13,071 |
Financial Instruments and Fai_2
Financial Instruments and Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Assets Measured at Fair Value on a Recurring Basis | Assets and liabilities measured at fair value on a recurring basis as of June 30, 2022 were as follows (in thousands): Quoted Price in Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets: Money market funds $ 145,712 $ — $ — $ 145,712 Total assets $ 145,712 $ — $ — $ 145,712 Liabilities Success payment liability $ — $ — $ 863 $ 863 Total liabilities $ — $ — $ 863 $ 863 Assets and liabilities measured at fair value on a recurring basis as of December 31, 2021 were as follows (in thousands): Quoted Price in Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets: Money market funds $ 157,531 $ — $ — $ 157,531 Total assets $ 157,531 $ — $ — $ 157,531 Liabilities Success payment liability $ — $ — $ — $ — Total liabilities $ — $ — $ — $ — |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | The following table reconciles the change in fair value of the success payment liability during the six months ended June 30, 2022 based on Level 3 inputs (in thousands): Six Months Ended Balance at December 31, 2021 $ — Additions 1,125 Change in fair value (262) Balance at June 30, 2022 $ 863 |
Fair Value, Liabilities Measured on Recurring Basis | Management determined the fair value of the success payment liability as of June 30, 2022 using the following significant unobservable inputs: June 30, 2022 Probability of Success Fee Event 80 % Expected term (in years) 0.83 - 1.25 Discount rate 6.7 % |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued expenses and other current liabilities as of June 30, 2022 and December 31, 2021 were comprised as follows (in thousands): June 30, December 31, Manufacturing $ 5,452 $ 3,427 Contract research 2,258 2,542 Employee compensation and benefits 1,938 2,200 Professional fees 1,855 433 Leasehold improvements 1,295 — Success payment liability 863 — Other 429 163 Total accrued expenses and other current liabilities $ 14,090 $ 8,765 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Lease, Cost | The following table summarizes lease costs for the three and six months ended June 30, 2022 and 2021 (in thousands): Three Months Ended Six Months Ended 2022 2021 2022 2021 Operating lease costs $ 633 $ 219 $ 1,316 $ 438 Variable lease costs 183 99 281 199 Short-term lease costs 91 137 228 137 Sublease income (68) — (68) — Total $ 839 $ 455 $ 1,757 $ 774 |
Lease Term And Discount Rate | The following table summarizes the lease term and discount rate for operating leases as of June 30, 2022 and December 31, 2021: June 30, December 31, Weighted-average remaining lease term (years) 7.4 7.6 Weighted-average discount rate 8.1 % 8.1 % |
Lessee, Operating Lease, Liability, Maturity | As of June 30, 2022, the future minimum lease payments due under the Company’s leases are as follows (in thousands): Amount 2022 $ 1,453 2023 3,133 2024 2,505 2025 2,337 2026 2,403 Thereafter 8,730 Total remaining minimum rental payments 20,561 Less: effect of discounting (5,015) Total lease liability $ 15,546 |
Common and Preferred Stock (Tab
Common and Preferred Stock (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Schedule of Common Stock Reserved for Issuance | The Company had reserved shares of common stock for issuance as of June 30, 2022 and December 31, 2021 as follows (in thousands): As of June 30, As of December 31, 2022 2021 Shares reserved for exercises of outstanding stock options 4,383 3,266 Shares reserved for vesting of restricted stock units 236 — Shares reserved for exercises of warrants 59 59 Shares reserved for future issuance under the 2021 Stock Incentive Plan 1,919 1,939 Total shares reserved for future issuance 6,597 5,264 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based Compensation Expense Recognized | Total stock-based compensation expense recognized in the condensed consolidated statements of operations for the three and six months ended June 30, 2022 and 2021 was as follows (in thousands): Three Months Ended Six Months Ended 2022 2021 2022 2021 Research and development $ 806 $ 212 $ 1,587 $ 352 General and administrative 971 569 1,935 968 Total stock-based compensation $ 1,777 $ 781 $ 3,522 $ 1,320 |
Restricted Stock Awards Activity | The following table summarizes RSA activity during the six months ended June 30, 2022 (in thousands, except per share amounts): Shares/Units Weighted-Average Unvested at December 31, 2021 295 $ 1.35 Granted — $ — Vested (117) $ 1.33 Forfeited — $ — Unvested at June 30, 2022 178 $ 1.36 Shares/Units Weighted-Average Unvested at December 31, 2021 — $ — Granted 259 $ 4.97 Vested — $ — Forfeited (23) $ 4.97 Unvested at June 30, 2022 236 $ 4.97 |
Weighted -average Valuation Assumptions | The fair value of stock options granted during the three and six months ended June 30, 2022 and 2021 was calculated on the date of grant using the following weighted-average assumptions: Three Months Ended Six Months Ended 2022 2021 2022 2021 Risk-free interest rate 3.0 % 1.1 % 1.9 % 1.0 % Expected term (in years) 5.8 6.0 6.0 6.0 Dividend yield — % — % — % — % Expected volatility 77.5 % 78.9 % 76.3 % 79.3 % |
Summary of Stock Option Activity | The following table summarizes stock option activity during the six months ended June 30, 2022 (in thousands, except per share amounts): Options Outstanding Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Outstanding at December 31, 2021 3,266 $ 8.24 9.02 Granted 1,247 $ 9.37 Exercised (47) $ 2.81 Cancelled (83) $ 7.25 Outstanding at June 30, 2022 4,383 $ 8.64 8.78 Exercisable at June 30, 2022 1,165 $ 7.40 8.29 |
Net (Loss) Income Attributable
Net (Loss) Income Attributable to Common Stockholders per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of (Loss) Income per Share | For purposes of the diluted net loss attributable to common stockholders per share calculation, outstanding stock options, unvested RSAs, unvested RSUs and warrants to purchase common stock are considered to be potentially dilutive securities, however the following weighted-average amounts were excluded from the calculation of diluted net loss attributable to common stockholders per share because their effect would be anti-dilutive (in thousands): June 30, 2022 2021 Outstanding stock options 4,383 2,884 Unvested RSAs 178 436 Unvested RSUs 236 — Warrants to purchase common stock 59 59 Total 4,856 3,379 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property and equipment, net as of June 30, 2022 and December 31, 2021 was comprised as follows (in thousands): Estimated Useful Life (in years) June 30, December 31, Laboratory equipment 5 $ 923 $ 839 Furniture and office equipment 5 248 9 Computer equipment 3 361 221 Leasehold improvements Shorter of 7 years or remaining lease term 7,726 274 Construction in progress 447 1,961 Total property and equipment, gross 9,705 3,304 Less: accumulated depreciation (674) (391) Total property and equipment, net $ 9,031 $ 2,913 |
Description of Business, Orga_2
Description of Business, Organization, and Liquidity (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash and cash equivalents | $ 145,712 | $ 157,531 |
Jazz Collaboration Agreement -
Jazz Collaboration Agreement - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Apr. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||
Research and development | $ 13,887 | $ 7,265 | $ 24,832 | $ 12,082 | ||
Collaboration revenue | 4,148 | $ 0 | 4,148 | $ 0 | ||
Deferred revenue, current | 11,817 | 11,817 | $ 0 | |||
Deferred revenue, net of current portion | $ 1,254 | 1,254 | $ 0 | |||
Jazz Collaboration Agreement | ||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||
Non-refundable upfront cash payment received | $ 15,000 | |||||
Development and regulatory milestones (up to) | 520,000 | |||||
Sales-Based Milestones (up to) | 740,000 | |||||
Transaction price | 32,300 | |||||
Estimated future reimbursable costs | $ 17,300 | |||||
Upfront payment | 1,900 | |||||
Research and development | $ 2,200 |
Jazz Collaboration Agreement _2
Jazz Collaboration Agreement - Contract with Customer, Contract Asset, Contract Liability, and Receivable (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Movement in Deferred Revenue [Roll Forward] | |
Deferred revenue, beginning balance | $ 0 |
Additions | 15,000 |
Reductions | (1,929) |
Deferred revenue, ending balance | $ 13,071 |
Financial Instruments and Fai_3
Financial Instruments and Fair Value Measurements - Assets Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Success payment liability | $ 863 | $ 0 |
Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets | 145,712 | 157,531 |
Success payment liability | 863 | 0 |
Total liabilities | 863 | 0 |
Money market funds | Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Money market funds | 145,712 | 157,531 |
Quoted Price in Active Markets (Level 1) | Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets | 145,712 | 157,531 |
Success payment liability | 0 | 0 |
Total liabilities | 0 | 0 |
Quoted Price in Active Markets (Level 1) | Money market funds | Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Money market funds | 145,712 | 157,531 |
Significant Other Observable Inputs (Level 2) | Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets | 0 | 0 |
Success payment liability | 0 | 0 |
Total liabilities | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Money market funds | Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Money market funds | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets | 0 | 0 |
Success payment liability | 863 | 0 |
Total liabilities | 863 | 0 |
Significant Unobservable Inputs (Level 3) | Money market funds | Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Money market funds | $ 0 | $ 0 |
Financial Instruments and Fai_4
Financial Instruments and Fair Value Measurements - Narrative (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Success payment liability | $ 863,000 | $ 0 |
Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Liabilities measured at fair value on recurring basis | 0 | |
Success payment liability | 863,000 | $ 0 |
Maximum | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Success payment liability | $ 1,600,000 |
Financial Instruments and Fai_5
Financial Instruments and Fair Value Measurements - Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation (Details) - Recurring $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Contract liabilities, beginning balance | $ 0 |
Contract liabilities, ending balance | 863 |
Significant Unobservable Inputs (Level 3) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Contract liabilities, beginning balance | 0 |
Additions | 1,125 |
Change in fair value | (262) |
Contract liabilities, ending balance | $ 863 |
Financial Instruments and Fai_6
Financial Instruments and Fair Value Measurements - Unobservable Inputs (Details) - Recurring | Jun. 30, 2022 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Probability of Success Fee Event | 0.80 |
Discount rate | 0.067 |
Minimum | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Expected term (in years) | 9 months 29 days |
Maximum | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Expected term (in years) | 1 year 3 months |
Restricted Cash (Details)
Restricted Cash (Details) $ in Millions | Jun. 30, 2022 USD ($) |
Cash and Cash Equivalents [Abstract] | |
Non-current restricted cash | $ 1.3 |
Restricted cash included in "Prepaid expenses and other current assets" | $ 0.1 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Manufacturing | $ 5,452 | $ 3,427 |
Employee compensation and benefits | 1,938 | 2,200 |
Leasehold improvements | 1,295 | 0 |
Professional fees | 1,855 | 433 |
Contract research | 2,258 | 2,542 |
Success payment liability | 863 | 0 |
Other | 429 | 163 |
Accrued expenses and other current liabilities | $ 14,090 | $ 8,765 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2021 USD ($) ft² | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) ft² | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) ft² | May 01, 2024 USD ($) | May 01, 2023 USD ($) | Mar. 31, 2021 ft² | Apr. 30, 2019 ft² | |
Lessee, Lease, Description [Line Items] | |||||||||
Area of office and laboratory space | ft² | 25,778 | 25,778 | 25,778 | 7,500 | 9,949 | ||||
Sublease income | $ 68 | $ 0 | $ 68 | $ 0 | |||||
Tenant improvements | $ 5,700 | ||||||||
Security deposit | $ 1,000 | $ 1,000 | $ 1,000 | ||||||
Forecast | |||||||||
Lessee, Lease, Description [Line Items] | |||||||||
Sublease income | $ 1,000 | $ 1,100 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Leases [Abstract] | ||||
Operating lease costs | $ 633 | $ 219 | $ 1,316 | $ 438 |
Variable lease costs | 183 | 99 | 281 | 199 |
Short-term lease costs | 91 | 137 | 228 | 137 |
Sublease income | (68) | 0 | (68) | 0 |
Total | $ 839 | $ 455 | $ 1,757 | $ 774 |
Leases - Lease Term and Discoun
Leases - Lease Term and Discount Rate (Details) | Jun. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Weighted-average remaining lease term (years) | 7 years 4 months 24 days | 7 years 7 months 6 days |
Weighted-average discount rate | 8.10% | 8.10% |
Leases - Lessee, Operating Leas
Leases - Lessee, Operating Lease Maturity (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Leases [Abstract] | |
2022 | $ 1,453 |
2023 | 3,133 |
2024 | 2,505 |
2025 | 2,337 |
2026 | 2,403 |
Thereafter | 8,730 |
Total remaining minimum rental payments | 20,561 |
Less: effect of discounting | (5,015) |
Total lease liability | $ 15,546 |
Term Loan (Details)
Term Loan (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |
Apr. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | |
Debt Instrument [Line Items] | |||
Floating rate spread in effect (greater than) (percent) | 4.50% | ||
Proceeds from at the market offering of common stock | $ 3,653,000 | $ 0 | |
Debt instrument, conditional fee, liability | 900,000 | ||
Prime Rate | |||
Debt Instrument [Line Items] | |||
Floating rate spread in effect (greater than) (percent) | 0.50% | ||
Term loan | Period One | |||
Debt Instrument [Line Items] | |||
Delayed draw fee | $ 200,000 | ||
Success Fee (percent) | 2% | ||
Term loan | Period Two | |||
Debt Instrument [Line Items] | |||
Delayed draw fee | $ 400,000 | ||
Success Fee (percent) | 4% | ||
Term loan | Tranche I Loan | |||
Debt Instrument [Line Items] | |||
Term loan available | $ 20,000,000 | ||
Term loan | Tranche II Loan | |||
Debt Instrument [Line Items] | |||
Term loan available | $ 20,000,000 | ||
Term loan | Term Loans | |||
Debt Instrument [Line Items] | |||
Drawings on Term Loans | 0 | ||
Outstanding borrowings | 0 | ||
Default payment fee (percent) | 5% | ||
Maximum annual capital expenditures | 1.25 | ||
Proceeds from at the market offering of common stock | 50,000,000 | ||
Unrestricted cash | 20,000,000 | ||
Capacity available to draw on the Term Loans | $ 20,000,000 |
Common and Preferred Stock - Na
Common and Preferred Stock - Narrative (Details) | 6 Months Ended | |||
Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) | May 10, 2022 USD ($) | Dec. 31, 2021 shares | |
Class of Stock [Line Items] | ||||
Common stock authorized (shares) | 200,000,000 | |||
Dividends declared | $ | $ 0 | |||
Proceeds from at the market offering of common stock | $ | $ 3,653,000 | $ 0 | ||
Preferred stock authorized (shares) | 5,000,000 | |||
Preferred stock issued (shares) | 0 | 0 | ||
Preferred stock outstanding (shares) | 0 | 0 | ||
ATM Offering | ||||
Class of Stock [Line Items] | ||||
Sales commissions, percentage | 0.030 | |||
Issuance of common stock from at the market offering, net of issuance costs (shares) | 801,462 | |||
Price per share (in usd per share) | $ / shares | $ 4.70 | |||
Proceeds from at the market offering of common stock | $ | $ 3,300,000 | |||
Maximum | ATM Offering | ||||
Class of Stock [Line Items] | ||||
Common stock, amount authorized | $ | $ 50,000,000 |
Common and Preferred Stock - Sc
Common and Preferred Stock - Schedule of Common Stock Reserved for Issuance (Details) - shares shares in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||
Common stock available for issuance (shares) | 6,597 | 5,264 |
Shares reserved for exercises of outstanding stock options | ||
Class of Stock [Line Items] | ||
Common stock available for issuance (shares) | 4,383 | 3,266 |
Shares reserved for vesting of restricted stock units | ||
Class of Stock [Line Items] | ||
Common stock available for issuance (shares) | 236 | 0 |
Warrants to purchase common stock | ||
Class of Stock [Line Items] | ||
Common stock available for issuance (shares) | 59 | 59 |
Shares reserved for future issuance under the 2021 Stock Incentive Plan | ||
Class of Stock [Line Items] | ||
Common stock available for issuance (shares) | 1,919 | 1,939 |
Stock-based Compensation - Narr
Stock-based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Apr. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jan. 01, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Common stock available for issuance (shares) | 6,597,000 | 6,597,000 | 5,264,000 | ||||
Weighted-average grant date fair value of awards (in usd per share) | $ 2.48 | $ 10.80 | $ 6.25 | $ 8.15 | |||
Aggregate intrinsic fair value of options exercised | $ 0.1 | $ 0.2 | $ 0.3 | $ 0.3 | |||
Share-based compensation expense not yet recognized | $ 18.8 | $ 18.8 | |||||
2021 Stock Incentive Plan | |||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Maximum number of shares to be added annually, as a percentage of outstanding shares (percent) | 5% | ||||||
2017 Stock Incentive Plan | |||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Common stock available for issuance (shares) | 1,918,600 | 1,918,600 | |||||
Common Stock | |||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Common stock authorized to be issued (shares) | 3,352,725 | ||||||
Common Stock | 2021 Stock Incentive Plan | |||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Common stock authorized to be issued (shares) | 2,843,116 | 1,380,397 | |||||
Common Stock | 2017 Stock Incentive Plan | |||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Common stock authorized to be issued (shares) | 31,884 | ||||||
Unvested RSAs | 2017 Stock Incentive Plan | |||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Share-based compensation expense not yet recognized | $ 0.2 | $ 0.2 | |||||
Share-based compensation not yet recognized, recognition period | 10 months 24 days | ||||||
Aggregate fair value of awards that vested | 0.3 | $ 0.8 | $ 0.8 | $ 1.1 | |||
Unvested RSAs | 2021 Stock Incentive Plan | |||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Common stock authorized to be issued (shares) | 477,725 | ||||||
Stock options | |||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Share-based compensation not yet recognized, recognition period | 2 years 8 months 12 days | ||||||
Employee stock | 2021 Stock Employee Stock Purchase Plan | |||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Common stock authorized to be issued (shares) | 244,000 | ||||||
Maximum number of shares to be added annually, as a percentage of outstanding shares (percent) | 1% | ||||||
Employee stock | 2021 Stock Employee Stock Purchase Plan | Minimum | |||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Maximum number of shares to be added annually, as a percentage of outstanding shares (shares) | 488,000 | ||||||
Shares reserved for vesting of restricted stock units | 2021 Stock Incentive Plan | |||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Share-based compensation expense not yet recognized | $ 1.1 | $ 1.1 | |||||
Share-based compensation not yet recognized, recognition period | 1 year 11 months 8 days |
Stock-based Compensation - Expe
Stock-based Compensation - Expense Recognized (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | $ 1,777 | $ 781 | $ 3,522 | $ 1,320 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | 806 | 212 | 1,587 | 352 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | $ 971 | $ 569 | $ 1,935 | $ 968 |
Stock-based Compensation - Rest
Stock-based Compensation - Restricted Stock Award Activity (Details) shares in Thousands | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Unvested RSAs | 2017 Stock Incentive Plan | |
Shares/Units | |
Unvested at beginning of period (shares) | shares | 295 |
Granted (shares) | shares | 0 |
Vested (shares) | shares | (117) |
Forfeited (shares) | shares | 0 |
Unvested at end of period (shares) | shares | 178 |
Weighted-Average Grant Date Fair Value Per Share | |
Weighted Average Grant Date Fair Value - Unvested at beginning of period (in usd per share) | $ / shares | $ 1.35 |
Weighted Average Grant Date Fair Value - Granted (in usd per share) | $ / shares | 0 |
Weighted Average Grant Date Fair Value - Vested (in usd per share) | $ / shares | 1.33 |
Weighted Average Grant Date Fair Value - Forfeited (in usd per share) | $ / shares | 0 |
Weighted Average Grant Date Fair Value - Unvested at end of period (in usd per share) | $ / shares | $ 1.36 |
Unvested RSUs | 2021 Stock Incentive Plan | |
Shares/Units | |
Unvested at beginning of period (shares) | shares | 0 |
Granted (shares) | shares | 259 |
Vested (shares) | shares | 0 |
Forfeited (shares) | shares | (23) |
Unvested at end of period (shares) | shares | 236 |
Weighted-Average Grant Date Fair Value Per Share | |
Weighted Average Grant Date Fair Value - Unvested at beginning of period (in usd per share) | $ / shares | $ 0 |
Weighted Average Grant Date Fair Value - Granted (in usd per share) | $ / shares | 4.97 |
Weighted Average Grant Date Fair Value - Vested (in usd per share) | $ / shares | 0 |
Weighted Average Grant Date Fair Value - Forfeited (in usd per share) | $ / shares | 4.97 |
Weighted Average Grant Date Fair Value - Unvested at end of period (in usd per share) | $ / shares | $ 4.97 |
Stock-based Compensation - Weig
Stock-based Compensation - Weighted Average Assumptions (Details) - Stock options | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Risk-free interest rate | 3% | 1.10% | 1.90% | 1% |
Expected term (in years) | 5 years 9 months 18 days | 6 years | 6 years | 6 years |
Dividend yield | 0% | 0% | 0% | 0% |
Expected volatility | 77.50% | 78.90% | 76.30% | 79.30% |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock Option Activity (Details) shares in Thousands | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 $ / shares shares | Sep. 30, 2021 | |
Number of Options | ||
Outstanding at beginning of period (shares) | shares | 3,266 | |
Granted (shares) | shares | 1,247 | |
Exercised (shares) | shares | (47) | |
Cancelled (shares) | shares | (83) | |
Outstanding at end of period (shares) | shares | 4,383 | |
Exercisable at end of period (shares) | shares | 1,165 | |
Weighted-Average Exercise Price | ||
Weighted-Average Exercise Price - Outstanding at beginning of period (in usd per share) | $ / shares | $ 8.24 | |
Weighted-Average Exercise Price - Granted (in usd per share) | $ / shares | 9.37 | |
Weighted-Average Exercise Price - Exercised (in usd per share) | $ / shares | 2.81 | |
Weighted-Average Exercise Price - Cancelled (in usd per share) | $ / shares | 7.25 | |
Weighted-Average Exercise Price - Outstanding at end of period (in usd per share) | $ / shares | 8.64 | |
Weighted-Average Exercise Price - Exercisable at end of period (in usd per share) | $ / shares | $ 7.40 | |
Weighted-Average Remaining Contractual Life (in years) | ||
Weighted Average Remaining Contractual Life - Outstanding | 8 years 9 months 10 days | 9 years 7 days |
Weighted Average Remaining Contractual Life - Exercisable | 8 years 3 months 14 days |
Related Parties (Details)
Related Parties (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Related Party Transactions [Abstract] | ||||
Sublease income | $ (68) | $ 0 | $ (68) | $ 0 |
Security deposit liability | $ 200 | $ 200 |
Net (Loss) Income Attributabl_2
Net (Loss) Income Attributable to Common Stockholders per Share - Antidilutive Shares (Details) - shares | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (shares) | 4,856,000 | 3,379,000 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (shares) | 4,383,000 | 2,884,000 |
Unvested RSAs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (shares) | 178,000 | 436,000 |
Unvested RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (shares) | 236,000 | 0 |
Warrants to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (shares) | 59,000 | 59,000 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment, gross | $ 9,705 | $ 3,304 | |
Less: accumulated depreciation | (674) | (391) | |
Total property and equipment, net | 9,031 | 2,913 | |
Depreciation expense | 283 | $ 101 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment, gross | $ 447 | 1,961 | |
Laboratory equipment | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life (in years) | 5 years | ||
Total property and equipment, gross | $ 923 | 839 | |
Furniture and office equipment | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life (in years) | 5 years | ||
Total property and equipment, gross | $ 248 | 9 | |
Computer equipment | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life (in years) | 3 years | ||
Total property and equipment, gross | $ 361 | 221 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life (in years) | 7 years | ||
Total property and equipment, gross | $ 7,726 | $ 274 |