Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 01, 2021 | Jun. 30, 2020 | |
Document Information [Line Items] | |||
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Vincerx Pharma, Inc. | ||
Entity Central Index Key | 0001796129 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Interactive Data Current | Yes | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Public Float | $ 7.8 | ||
Entity Shell Company | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity File Number | 001-39244 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 83-3197402 | ||
Entity Address, Address Line One | 260 Sheridan Avenue, Suite 400 | ||
Entity Address, City or Town | Palo Alto | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94306 | ||
City Area Code | 650 | ||
Local Phone Number | 800-6676 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
ICFR Auditor Attestation Flag | false | ||
Amendment Description | On April 12, 2021, the Staff of the U.S. Securities and Exchange Commission (the “SEC”) issued the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “Staff Statement”). The Staff Statement clarified guidance for all SPAC-related companies regarding the accounting and reporting for their warrants that could result in the warrants issued by SPACs being classified as a liability measured at fair value, with non-cash fair value adjustments recorded in the statement of operations for each reporting period. Vincerx Pharma, Inc. (“Vincerx” or the “Company”) previously classified its private warrants and public warrants (collectively, the “warrants”) as equity, consistent with market practice among SPACs, including Vincerx’s predecessor company, LifeSci Acquisition Corp. (“LSAC”), prior to the business combination with VNRX Corp. (f/k/a Vincera Pharma, Inc.). The Company reviewed and discussed the accounting treatment of its warrants with WithumSmith+Brown, PC (“Withum”), its independent registered public accounting firm, its financial advisors and the audit committee of its board of directors and evaluated the applicability and potential impact of the Staff Statement on the Company’s consolidated financial statements. Following this review and evaluation, and after consulting with management, the Company’s board of directors, upon the recommendation of the audit committee, concluded that, in light of the Staff Statement, (i) certain of the Company’s private warrants should be accounted for as liabilities measured at fair value, with non-cash fair value adjustments recorded in the operating statement for each reporting period and (ii) the Company’s audited consolidated financial statements for the year ended December 31, 2020 (the “Affected Period”) should no longer be relied upon and should be restated due to the reclassification of these private warrants required for alignment with the Staff Statement. Further, any previously furnished or filed reports, earnings releases, guidance, investor presentations or similar communications regarding the restatement information for the Affected Period should also no longer be relied upon. Accordingly, the Company is filing this Amendment No. 1 (this “Amended 10-K,” “report” or “Report”) to its Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 22, 2021 (the “Original Form 10-K”) to restate its consolidated financial statements for the year ended December 31, 2020 to reflect the reclassification of these private warrants and to allocate offering costs to those warrants for the Affected Period. This restatement will result in non-cash, non-operating financial statement corrections for the Affected Period and will have no impact on the Company’s cash position, operating expenses or cash flows or its ongoing operations or future plans. This Amended 10-K also corrects an error on the cover page of the Original Form 10-K as to whether the Company (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days, for which the correct box designated is yes. The items amended in the Original Form 10-K are listed under “Items Amended by this Filing” below. Other than the “Items Amended by this Filing” and the correction in the immediately preceding paragraph, disclosures in the Original Form 10-K remain unchanged. However, for the convenience of the reader, this Amended 10-K restates in its entirety, as amended, the Original Form 10-K. The Company has not modified or updated disclosures presented in the Original Form 10-K, except as required to reflect the effects of the restatement. Accordingly, this Amended 10-K does not reflect events occurring after the filing of the Original Form 10-K and no attempt has been made in this Amended 10-K to modify or update other disclosures as presented in the Original Form 10-K, except as specifically referenced herein. This Amended 10-K should be read in conjunction with the Company’s filings with the SEC subsequent to the filing of the Original Form 10-K. | ||
Units | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 1,801,399 | ||
Title of 12(b) Security | Units, each consisting of one share of Common Stock, $0.0001 par value per share | ||
Trading Symbol | VINCU | ||
Security Exchange Name | NASDAQ | ||
Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 13,984,441 | ||
Title of 12(b) Security | Common Stock | ||
Trading Symbol | VINC | ||
Security Exchange Name | NASDAQ | ||
Warrant | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants | ||
Trading Symbol | VINCW | ||
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 61,792 | |
Prepaid expenses | 1,104 | |
Other current assets | 214 | |
Total Current Assets | 63,110 | |
Other assets | 82 | |
Total Assets | 63,192 | |
Current Liabilities | ||
Accounts payable | 491 | 35 |
License payable | 5,000 | |
Due to related parties | 14 | 9 |
Common stock warrant liabilities | 32,308 | |
Total Current Liabilities | 37,813 | 44 |
Total Liabilities | 37,813 | 44 |
Commitments and contingencies—Note 6 | ||
Stockholders' equity (deficit) | ||
Preferred stock, $0.0001 par value; 30,000,000 shares authorized, none issued and outstanding at December 31, 2020 and 2019 | ||
Common stock, $0.0001 par value; 120,000,000 shares authorized as of December 31, 2020 and 2019; 13,984,441 shares and 5,196,000 shares issued and outstanding as of December 31, 2020 and 2019, respectively | 1 | 1 |
Additional paid-in capital | 42,043 | 1 |
Subscription receivable | (1) | |
Accumulated deficit | (16,665) | (45) |
Total stockholders' equity (deficit) | 25,379 | $ (44) |
Total liabilities and stockholders' equity (deficit) | $ 63,192 |
Consolidated Balance Sheets (P
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock par value | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 30,000,000 | 30,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 120,000,000 | 120,000,000 |
Common stock shares issued | 13,984,441 | 5,196,000 |
Common stock shares outstanding | 13,984,441 | 5,196,000 |
Consolidated Statements of Ope
Consolidated Statements of Operations - USD ($) $ in Thousands | 10 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Operating expenses: | ||
General and administrative | $ 45 | $ 3,598 |
Research and development—license acquired | 5,000 | |
Research and development | 2,116 | |
Total operating expenses | 45 | 10,714 |
Loss from operations | (45) | (10,714) |
Other expense | ||
Change in fair value of warrant liabilities | (5,136) | |
Financing costs—derivative warrant liabilities | (762) | |
Interest expense | (8) | |
Total other expense | (5,906) | |
Net loss | $ (45) | $ (16,620) |
Net loss per common share, basic and diluted | $ (0.01) | $ (3.16) |
Weighted average common shares outstanding, basic and diluted | 4,464 | 5,252 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock | Subscription Receivable | Additional Paid-in Capital | Accumulated Deficit |
Beginning Balance at Feb. 28, 2019 | |||||
Beginning Balance, Shares at Feb. 28, 2019 | |||||
Retroactive application of recapitalization, Shares (See Note 4) | (4,134) | ||||
Issuance of founders shares | $ 1 | (1) | |||
Issuance of founders shares, Shares | 8,503 | ||||
Issuance of restricted stock, Shares | 827 | ||||
Stock-based compensation related to restricted stock | 1 | 1 | |||
Net loss | (45) | (45) | |||
Ending Balance at Dec. 31, 2019 | (44) | $ 1 | (1) | 1 | (45) |
Ending Balance, Shares at Dec. 31, 2019 | 5,196 | ||||
Proceeds from reverse acquisition, net of transaction costs and warrant liabilities | 37,660 | 37,660 | |||
Proceeds from reverse acquisition, net of transaction costs and warrant liabilities, Shares | 8,484 | ||||
Issuance of founders shares | 1 | $ 1 | |||
Issuance of restricted stock | |||||
Issuance of restricted stock, Shares | 304 | ||||
Stock-based compensation related to restricted stock | 4,382 | 4,382 | |||
Net loss | (16,620) | (16,620) | |||
Ending Balance at Dec. 31, 2020 | $ 25,379 | $ 1 | $ 42,043 | $ (16,665) | |
Ending Balance, Shares at Dec. 31, 2020 | 13,984 |
Consolidated Statements of Cas
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 10 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (45) | $ (16,620) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization on debt discount | 20 | |
Stock-based compensation | 1 | 4,382 |
Change in fair value of warrant liability | 5,136 | |
Financing costs—derivative warrant liabilities | 762 | |
Research and development-acquired license, expensed | 5,000 | |
Changes in operating assets and liabilities: | ||
Prepaid and other current assets | (1,318) | |
Other assets | (82) | |
Accounts payable | 35 | 456 |
Due to related parties | 9 | (15) |
Net cash used in operating activities | (2,279) | |
Cash Flows from Financing Activities: | ||
Net proceeds from reverse acquisition | 64,070 | |
Proceeds from Founders | 1 | |
Proceeds from issuance of notes payable to related parties | 300 | |
Repayment of notes payable to related parties | (300) | |
Net cash provided by financing activities | 64,071 | |
Net increase in cash and cash equivalents | 61,792 | |
Cash and cash equivalents at the beginning of the period | ||
Cash and cash equivalents at the end of the period | 61,792 | |
Supplemental disclosure of cash flow information: | ||
Cash paid for income taxes | $ 0 | 0 |
Cash paid for interest | $ 25 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | 1. Nature of Business Organization LifeSci Acquisition Corp. (“LSAC”) was initially formed on December 19, 2018 as a Delaware corporation formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. On September 25, 2020, LSAC entered into a Merger Agreement (the “Merger Agreement”) with LifeSci Acquisition Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of LSAC (“Merger Sub”), VNRX Corp (f/k/a Vincera Pharma, Inc.), a Delaware corporation (“Vincera Pharma”), and Raquel E. Izumi, as the representative of the stockholders of Vincera Pharma (such stockholders, the “Vincera Pharma stockholders”). Pursuant to the terms of the Merger Agreement, a business combination between LSAC and Vincera Pharma was effected through the merger of Merger Sub with and into Vincera Pharma, with Vincera Pharma surviving as the surviving company and as a wholly-owned subsidiary of LSAC. On December 23, 2020, and in connection with the closing of the business combination (the “Business Combination”), LifeSci Acquisition Corp. changed its name to Vincera Pharma, Inc. In January 2021, Vincera Pharma, Inc. changed its name to Vincerx Pharma, Inc. (together with its consolidated subsidiaries, the “Company”). The Company is a clinical-stage biopharmaceutical company focused on leveraging its extensive development and oncology expertise to advance new therapies intended to address unmet medical needs for the treatment of cancer. The Company’s current pipeline is entirely derived from the Bayer License Agreement (see Note 4), pursuant to which the Company has been granted an exclusive, royalty-bearing, worldwide license under certain Bayer patents and know-how to and follow-on small During the early months of 2020, COVID-19 emerged world-wide. COVID-19 a COVID-19 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). They include the accounts of Vincerx and its wholly-owned subsidiary Vincera Pharma, Inc, also known as VNRX Corp. All intercompany accounts and transactions have been eliminated. Pursuant to the Merger Agreement, the Business Combination is accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, LSAC is treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination is treated as the equivalent of Vincera Pharma issuing stock for the net assets of LSAC, accompanied by a recapitalization. As a result, references to the “Company” herein may refer to Vincera Pharma prior to the consummation of the Business Combination. The acquired net assets of LSAC are stated at historical cost, with no goodwill or other intangible assets recorded. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of commitments and contingencies at the date of the financial statements as well as reported amounts of expenses during the reporting periods. Estimates made by the Company include, but are not limited to, those related to the valuation of common stock prior to the Business Combination and stock-based compensation. The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from those estimates. Concentrations of Credit Risk The Company is subject to risks common to companies in the biotechnology industry, including, but not limited to, development by the Company or its competitors of technological innovations, risks of failure of clinical studies, dependence on key personnel, protection of proprietary technology, compliance with government regulations, and ability to transition from preclinical manufacturing to commercial production of products. The Company’s future product candidates will require approvals from the U.S. Food and Drug Administration and comparable foreign regulatory agencies prior to commercial sales in their respective jurisdictions. There can be no assurance that any product candidates will receive the necessary approvals. If the Company was denied approval, approval was delayed or the Company was unable to maintain approval for any product candidate, it could have a material adverse impact on the Company. Cash and Cash Equivalents Management considers all highly liquid investments with an insignificant interest rate risk and original maturities of three months or less to be cash equivalents. Fair Value Measurement The Company applies fair value accounting for all financial assets and liabilities measured on a recurring and nonrecurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The accounting guidance established a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, used to determine the fair value of its financial instruments. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Level 1 – Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access. Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets and liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. Private Warrant Liability As of December 31, 2020, there were 10,133,767 warrants to purchase common stock outstanding, consisting of 6,563,767 public warrants (which include 2,744,586 public warrants constituting part of the units) and 3,570,000 private warrants. Each unit consists of one share of common stock and one public warrant exercisable for one-half Each public warrant entitles the registered holder to purchase one-half (1/2) The private warrants are identical to the warrants underlying the units except that (i) each private warrant is exercisable for one share of common stock at an exercise price of $11.50 per share and (ii) such private warrants will be exercisable for cash (even if a registration statement covering the shares of common stock issuable upon exercise of such private warrants is not effective) or on a cashless basis, at the holder’s option (except with respect to 500,000 of the private warrants held by Rosedale Park, LLC and 500,000 of the private warrants held by LifeSci Holdings LLC, which were amended to remove the cashless exercise provision), and will not be redeemable by the Company (except with respect to 500,000 of the private warrants held by Rosedale Park, LLC and 500,000 of the private warrants held by LifeSci Holdings LLC, which were amended to include a redemption provision substantially identical to that of the public warrants; provided, however, that such redemption rights may not be exercised during the first 12 months following the closing of the Business Combination unless the last sales price of the Company’s common stock has been equal to or greater than $20.00 per share for any 20 trading days within a 30 trading day period ending on the third business day prior to the date on which notice of redemption is given), in each case so long as they are still held by the initial purchasers or their affiliates. The private warrants purchased by Rosedale Park, LLC will expire on March 5, 2025, provided that once the private warrants are not beneficially owned by Chardan Capital Markets, LLC or any of its related persons anymore, the private warrants may not be exercised five years following the completion of the Company’s initial business combination. The Company evaluated the public and private warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity non-permitted fixed-for-fixed 815-40. Since these private warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities on the consolidated balance sheet at fair value, with subsequent changes in their respective fair values recognized in the consolidated statement of operations at each reporting date. The estimated fair value of the private warrants is determined with Level 3 inputs using Black-Scholes and Monte Carlo simulations. The private warrants were valued as of December 23, 2020 (the Business Combination closing date) and December 31, 2020. See Note 6. 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 in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as a single operating segment. Research and Development Cost s The Company expenses research and development costs as operating expenses as incurred. These expenses include acquired in-process pre-clinical Stock-Based Compensation The Company adopted ASU 2018-07, non-employees, The fair value of options granted is estimated on the grant date using the Black-Scholes option valuation model. This valuation model for stock-based compensation expense requires the Company to make assumptions and judgments about the variables used in the calculation, including the expected term (weighted-average period of time that the options granted are expected to be outstanding), the volatility of the Company’s common stock, and an assumed risk-free interest rate. The Company accounts for forfeitures when they occur. The Company uses the simplified calculation of the expected life, which takes into consideration the grant’s contractual life and vesting period and assumes that all options will be exercised between the vesting date and the contractual term of the option. No awards have been issued with a market condition or other non-standard Given the lack of public market for Vincera Pharma’s stock prior to the Business Combination, the estimate for volatility is based on an average of the historical volatilities of the common stock of several entities with characteristics similar to those of the Company. Since these comparable companies operate in the same industry segment, the Company expects that it would share similar characteristics, such as risk profiles, volatility, capital intensity and market growth patterns and drivers. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. Income Taxes Income taxes are recorded in accordance with ASC 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse, and net operating loss (“NOL”) carryforwards and research and development tax credit (“R&D Credit”) carryforwards. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company has recorded a full valuation allowance to reduce its net deferred income tax assets to zero. In the event the Company were to determine that it would be able to realize some or all its deferred income tax assets in the future, an adjustment to the deferred income tax asset valuation allowance would increase income in the period such determination was made. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. At December 31, 2020 and 2019, the Company had no liability for income tax associated with uncertain tax positions. The Company would recognize any corresponding interest and penalties associated with its income tax positions in income tax expense. There was no income tax interest or penalties incurred in 2020 and 2019 since inception. Comprehensive Income or Loss Comprehensive loss is equal to net loss as presented in the accompanying consolidated statements of operations, as the Company did not have any other comprehensive income or loss for the periods presented. Net Loss per Share of Common Stock Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share adjusts basic earnings per share for the potentially dilutive impact of stock options and warrants. As the Company has reported losses for all periods presented, all potentially dilutive securities including stock options and warrants, are antidilutive and accordingly, basic net loss per share equals diluted net loss per share. Recent Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ASU 2019-12 removes In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity |
Restatement of Consolidated Fin
Restatement of Consolidated Financial Statements | 12 Months Ended |
Dec. 31, 2020 | |
Restatement Of Previously Issued Financial Statements [Abstract] | |
Restatement of Consolidated Financial Statements | 3. Restatement of Consolidated Financial Statements On April 12, 2021, the Staff of the SEC issued the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “Staff Statement”). The Staff Statement clarified guidance for all SPAC-related companies regarding the accounting and reporting for their warrants that could result in the warrants issued by SPACs being classified as a liability measured at fair value, with non-cash fair The Company previously classified its warrants as equity, consistent with market practice among SPACs, including LSAC, the Company’s predecessor prior to the Business Combination. The Company reviewed the accounting treatment of its warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity Following this review and evaluation, the Company concluded that, in light of the Staff Statement, (i) certain of the private warrants meet the definition of a derivative under ASC 815 and therefore should be accounted for as liabilities measured at fair value, with non-cash fair value adjustments recorded in the operating statement for each reporting period, (ii) warrant offering costs should be expensed and (iii) the Company’s audited consolidated financial statements for the year ended December 31, 2020 should no longer be relied upon and should be restated due to the reclassification of these private warrants and related warrant offering costs. Impact of the Restatement The impact of the restatement on the Consolidated Balance Sheet, Consolidated Statement of Operations and Consolidated Statement of Cash Flows for the year ended December 31, 2020 is presented below. As of December 31, 2020 As Previously Restatement As Restated (In thousands, except per share amounts) Balance Sheet Total assets $ 63,192 $ — $ 63,192 Liabilities and stockholders’ equity Total current liabilities $ 5,505 $ — $ 5,505 Common stock warrant liabilities — 32,308 32,308 Total liabilities 5,505 32,308 37,813 Stockholders’ equity Preferred stock - $0.0001 par value — — — Common stock - $0.0001 par value 1 — 1 Additional paid-in-capital 68,453 (26,410 ) 42,043 Accumulated deficit (10,767 ) (5,898 ) (16,665 ) Total stockholders’ equity 57,687 (32,308 ) 25,379 Total liabilities and stockholders’ equity $ 63,192 $ — $ 63,192 Year Ended December 31, 2020 As Previously Restatement As Restated (In thousands, except per share amounts) Statement of Operations and Comprehensive Loss Loss from operations $ (10,714 ) $ — $ (10,714 ) Other expense: Change in fair value of warrant liabilities — (5,136 ) (5,136 ) Financing costs—derivative warrant liabilities (762 ) (762 ) Interest expense (8 ) — (8 ) Total other expense (8 ) (5,898 ) (5,906 ) Net loss $ (10,722 ) $ (5,898 ) $ (16,620 ) Net loss per common share, basic and diluted $ (2.04 ) — $ (3.16 ) Weighted average common shares outstanding, basic and diluted 5,252 — 5,252 Year Ended December 31, 2020 As Previously Restatement As Restated (In thousands) Statement of Cash Flows Net loss $ (10,722 ) $ (5,898 ) $ (16,620 ) Adjustment to reconcile net loss to net cash used in operating activities 8,443 5,898 14,341 Net cash used in operating activities (2,279 ) — (2,279 ) Net cash provided by investing activities — — — Net cash provided by financing activities 64,071 — 64,071 Net change in cash $ 61,792 $ — $ 61,792 The Business Combination is accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, LSAC was treated as the “acquired” company and Vincerx Pharma is treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Vincera Pharma issuing stock for the net assets of LSAC, accompanied by a recapitalization. The net assets of LSAC were stated at historical cost, with no goodwill or other intangible assets recorded. Additionally, the historical quarterly and annual LSAC financial statements were not restated to reflect this change in accounting described above, as we believe that information is no longer relevant to investors. |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Business Combination | 4 As discussed in Note 1, on December 23, 2020, the Company consummated the Business Combination, with Vincera Pharma surviving the merger as a wholly-owned subsidiary of the Company. Immediately prior to the effective time of the Business Combination, each share of Vincerx Pharma common stock was canceled, and the Vincera Pharma stockholders received (i) 0.570895 shares of common stock, for each share of Vincera Pharma common stock held by them immediately prior to the effective time of the Business Combination and (ii) certain rights to Earnout Shares after the closing of the Business Combination. The Vincera Pharma stockholders are entitled to receive Earnout Shares if the daily volume-weighted average price of the Company’s common stock equals or exceeds the following prices for any 20 trading days within any 30 trading-day period a pro-rata basis The Business Combination is accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, LSAC was treated as the “acquired” company and Vincerx Pharma is treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Vincera Pharma issuing stock for the net assets of LSAC, accompanied by a recapitalization. The net assets of LSAC were stated at historical cost, with no goodwill or other intangible assets recorded. The following table reconciles the elements of the Business Combination to the Statement of Cash Flows and the Statement of Stockholders’ Equity (Deficit) for the year ended December 31, 2020 (amounts in thousands): Cash - LSAC trust $ 65,699 Cash - LSAC cash assumed 213 Less: transaction costs and advisory fees (1,395 ) Less: accrued transaction costs and advisory fees (447 ) Net cash contributions from Business Combination $ 64,070 The number of shares of common stock issued immediately following the consummation of the Business Combination (amounts in thousands): LSAC’s public stockholders 6,564 LSAC’s initial stockholders 1,640 Vincera Pharma stockholders 5,500 Other 280 Total shares of common stock immediately after Business Combination 13,984 |
Bayer License Agreement
Bayer License Agreement | 12 Months Ended |
Dec. 31, 2020 | |
Bayer License Agreement [Abstract] | |
Bayer License Agreement | 5 On October 7, 2020, Vincerx Pharma entered into the Bayer License Agreement, which became effective on December 23, 2020 upon the closing of the Business Combination. Pursuant to the Bayer License Agreement, Vincerx Pharma has an exclusive, worldwide, royalty-bearing license under certain Bayer patents and know-how to Following the closing of the Business Combination, the Company paid Bayer a $5.0 million upfront license fee on January 5, 2021. As of December 31, 2020, the Company recorded a $5.0 million license payable to Bayer. If the Company achieves all of the development and commercial sales milestones for license products under the Bayer License Agreement for each of the countries and disease indications, the Company would be obligated to pay milestone payments that range from $110.0 million to up to $318.0 million per licensed product, and upon successful commercialization of at least five licensed products, the Company could be required to pay aggregate milestone payments in excess of $1 billion. In addition to milestone payments, the Company is also required to pay Bayer under the Bayer License Agreement ongoing royalties in the single digit to low double-digit percentage range on net commercial sales of licensed products. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 6. Fair Value Measurement The Company’s financial liabilities subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows (amounts in thousands): Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities: Common stock warrant liabilities (Restated) $ — $ — $ 32,308 $ 32,308 Total fair value $ — $ — $ 32,308 $ 32,308 The Company performs procedures such as comparing prices obtained from independent sources to ensure that appropriate fair values are recorded. Because the transfer of certain private warrants to anyone outside of a small group of individuals constituting the sponsors of LSAC would result in these private warrants having similar terms as the public warrants, management determined that the fair value of each of these private warrants is approximately double that of a public warrant, with a modest adjustment for short-term marketability restrictions. Accordingly, these private warrants are classified as Level 3 financial instruments. The following table presents changes in Level 3 liabilities measured at fair value for the period ended March 31, 2020. Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long-dated volatilities) inputs (in thousands). Warrant Liability Balance—December 23, 2020 $ 27,172 Change in fair value 5,136 Balance—December 23, 2020 $ 32,308 As of December 31, 2020, the fair value of these private warrants was re-measured As of December 31, 2020 Exercise Price $ 11.50 Option term (in years) 5 Volatility 29.4 % Risk-free interest rate 0.4 % Expected dividends — |
Notes Payable to Related Party
Notes Payable to Related Party | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Notes Payable to Related Party | 7 On August 9, 2020, Vincera Pharma entered into a promissory note with Dr. Raquel E. Izumi, one of its founders (the “Holder”). The principal amount is up to $1.0 million or the amount of outstanding advances made by the Holder to the Company. The Company agreed to pay the Holder a $20,000 origination fee and interest shall accrue at 7%. The maturity date is August 9, 2023. Between August and December 31, 2020, the Company received $300,000 from the Holder under this note agreement. On December 23, 2020, the Company repaid $325,000 to the Holder, including the $20,000 origination fee and $5,000 of outstanding interest. As of December 31, 2020, there are no amounts outstanding under this note agreement. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8 Litigation The Company is not currently a party to any material legal proceedings and is not aware of any pending or threatened claims. From time to time, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities. Commitments On December 23. 2020, the Company entered into a 5-year The Company’s future minimum lease payments are as follows as of December 31, 2020 (in thousands): Year Ended December 31, 2021 $ 248 2022 807 2023 1,020 2024 1,060 2025 1,102 Total $ 4,237 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | 9 The Company’s Certificate of Incorporation authorizes the issuance of 120,000,000 shares of common stock, $0.0001 par value per share and 30,000,000 shares of undesignated preferred stock, $0.0001 par value per share. As of December 31, 2020 , were 13,984,441 shares of common stock (which include 2,744,586 shares of common stock constituting part of the units) and 5,196,000 shares of common stock, respectively, and no shares of preferred stock outstanding. Founders Shares Vincera Pharma’s three founders (the “Founders”) were each issued 1,618,199 shares (2,834,497 shares prior to the effects of the reverse merger) of Vincera Pharma’s common stock (the “Founders Shares”), in August 2019. The Founders had not paid the Company for the aggregate par value for their Founder Shares as of December 31, 2019. All amounts owed for the issuance of these Founders Shares were settled in cash in July 2020. Restricted Shares Between July and August 2019, Vincera Pharma issued 471,850 shares (826,510 shares prior to the effects of the reverse merger) of restricted stock at par value to certain management persons. All amounts owed for the issuance of these restricted shares were settled in cash in July 2020. The grant date fair value of this restricted stock was approximately $6,000. In May 2020, Vincera Pharma issued an additional 173,552 shares (304,000 shares prior to the effects of the reverse merger) of restricted stock at a fair value of $0.07 per share in exchange for services. Pursuant to these restricted share agreements, the term vesting represents the expiration of Vincera Pharma’s repurchase right for the underlying shares. As of December 31, 2020, there was approximately $13,000 of unrecognized stock-based compensation related to restricted stock that will be amortized in 3.4 years. A summary of restricted stock activity for the year ended December 31, 2020 and period ended 2019 is presented below: Number of Shares Weighted Nonvested at March 1, 2019 (date of inception) — $ — Restricted stock granted 471,850 0.012 Vested (95,943 ) — Nonvested at December 31, 2019 375,907 0.012 Restricted stock granted 173,552 0.07 Vested (188,291 ) — Nonvested at December 31, 2020 361,168 $ 0.016 Warrants As of December 31, 2020, there were 10,133,767 warrants to purchase common stock outstanding, consisting of 6,563,767 public warrants (which include 2,744,586 public warrants constituting part of the units) and 3,570,000 private warrants. Each unit consists of one share of common stock and one public warrant exercisable for one-half of one share of common stock. Each public warrant entitles the registered holder to purchase one-half (1/2) The private warrants are identical to the warrants underlying the units except that (i) each private warrant is exercisable for one share of common stock at an exercise price of $11.50 per share and (ii) such private warrants will be exercisable for cash (even if a registration statement covering the shares of common stock issuable upon exercise of such private warrants is not effective) or on a cashless basis, at the holder’s option (except with respect to 500,000 of the private warrants held by Rosedale Park, LLC and 500,000 of the private warrants held by LifeSci Holdings LLC, which were amended to remove the cashless exercise provision), and will not be redeemable by the Company The public warrants and the private warrants issued to LifeSci Holdings LLC that were amended as described above were determined to be equity classified in accordance with ASC 815, Derivatives and Hedging. The remaining private warrants were determined to be liability classified in accordance with ASC 815, Derivatives and Hedging (see notes 3 and 6). |
Equity Incentive Plans
Equity Incentive Plans | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Equity Incentive Plans | 10 In connection with the Business Combination, the stockholders approved the 2020 Plan, which became effective upon the closing of the Business Combination on December 23, 2020. As of December 31, 2020, the Company had 2,790,824 shares of common stock reserved for issuance under the 2020 Plan. The 2020 Plan allows for the grant of stock options and rights to acquire restricted stock to employees, directors and consultants of the Company. The terms and conditions of specific awards are set at the discretion of the Company’s board of directors. Options granted under the 2020 Plan expire no later than 10 years from the date of grant. Unvested common shares obtained upon early exercise of options are subject to repurchase by the Company at the original issue price. Stock option activity under the Plan is as follows (amounts in thousands, except per share amount): Stock Options Weighted Weighted Aggregate Outstanding at January 1, 2020 — $ — — $ — Options granted 1,048 19.00 10.0 — Outstanding at December 31, 2020 1,048 $ 19.00 10.0 $ — Options vested and exercisable at December 31, 2020 349 $ 19.00 10.0 $ — Stock-based compensation expense is based on the grant-date fair value. The Company recognizes compensation expense for all stock-based awards on a straight-line basis over the requisite service period of the awards, which is generally the option vesting term of three years. The Company recognized stock-based compensation of approximately $4.4 million and approximately $1,000 during the year ended December 31, 2020 and for the period from March 1, 2019 (date of inception) through December 31, 2019, respectively. As of December 31, 2020, the Company had stock-based compensation of approximately $8.1 million related to unvested stock options not yet recognized that are expected to be recognized over an estimated weighted average period of 2.0 years. The following weighted average assumptions were used as inputs to the Black-Scholes option valuation model in determining the estimated grant-date fair value of the Company’s stock options granted during the year ended December 31, 2020: December 31, Exercise price $ 19.00 Expected term (years) 5.5 Volatility (annual) 75.5 % Risk-free rate 0.4 % Dividend yield (per share) 0 % Total stock-based compensation expense recognized in the accompanying consolidated statements of operations for stock option awards is as follows (amounts in thousands): For the Year ended Research and development $ 2,053 General and administrative 2,329 Total stock-based compensation expense $ 4,382 |
Net Loss per Share Applicable t
Net Loss per Share Applicable to Common Stockholders | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss per Share Applicable to Common Stockholders | 11 Basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the reporting period. Diluted loss per common share is computed similarly to basic loss per common share except that it reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock. The following table sets forth the computation of loss per share for the years ended December 31, 2020 and for the period from March 1, 2019 (date of inception) through December 31, 2019, respectively (amounts in thousands, except per share number): For the For March 1, 2019 December 31, 2019 Numerator: Net loss $ (16,620 ) $ (45 ) Denominator: Weighted average common shares outstanding, basic and diluted 5,252 4,464 Net loss per common share, basic and diluted $ (3.16 ) $ (0.01 ) The following table presents the potential common stock outstanding that was excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been antidilutive: For the For the Period from Options outstanding 1,048 — Warrants 10,134 — Total 11,182 — |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 1 2 The Company has no provision for income taxes for the year ended December 31, 2020 and for the period from March 1, 2019 (date of inception) to December 31, 2019. The Company has no current tax expense from losses and no deferred expense from the valuation allowance. A reconciliation from the U.S. statutory rate of 21% to the effective rate is as follows: For the For the Period from Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 4.5 % 7.0 % Change in fair value of warrant liabilities (6.5 %) 0 % Other (1 %) 0 % Change in valuation allowance (18.0 %) (28.0 %) Income taxes provision (benefit) 0.0 % 0.0 % Significant components of the Company’s net deferred tax assets as of December 31, 2020 and 2019, are as follows (amounts in thousands): As of December 31, 2020 2019 Deferred tax assets: Amortization $ 1 $ — Stock-based compensation 1,226 — Research and development credit 3 — Startup costs — 13 Net operating loss 1,785 — Total deferred income tax assets 3,015 13 Total deferred income tax liabilities — — Net deferred income tax assets 3,015 13 Valuation allowance (3,015 ) (13 ) Deferred tax asset, net of allowance $ — $ — Recognition of deferred tax assets is appropriate when realization of such assets is more likely than not. Based upon the weight of available evidence, which includes the Company’s historical operating performance, cumulative net losses, and projected future losses, the Company has provided a full valuation allowance against its deferred tax assets. The Company’s valuation allowance increased by $3.0 million for the year ended December 31, 2020. At December 31, 2020, the Company had federal and state net operating loss carryforwards of approximately $6.4 million. The federal net operating loss carryforwards can be carried forward indefinitely, with certain limitations. For the year ended December 31, 2020 and for the period from March 1, 2019 (date of inception) to December 31, 2019, the Company has used a 100% apportionment factor for California net operating losses. A portion of the state net operating loss carryforwards will expire beginning in 2039, if not utilized. As of December 31, 2020, the Company also has Federal and California research and development credits of $1,820 and $1,365, respectively. The federal tax credit carryforwards will expire beginning in 2039, if not utilized. The state tax credit carryforwards do not expire. Utilization of net operating losses and tax credit carryforwards may be limited by the “ownership change” rules, as defined in Section 382 of the Internal Revenue Code (any such limitation, a “Section 382 limitation”). Similar rules may apply under state tax laws. The Company has not performed an analysis to determine whether an “ownership change” occurred from inception to December 31, 2020. If a change in ownership were to have occurred, additional net operating loss and tax credit carryforwards could be eliminated or restricted. If eliminated, the related asset would be removed from the deferred tax asset schedule with a corresponding reduction in the valuation allowance. ASC 740-10, Income Taxes de-recognition, 740-10. The federal and state income tax returns are open under the statute of limitations subject to tax examinations for the tax years ended December 31, 2020 and 2019. To the extent the Company has tax attribute carryforwards, the tax year in which the attribute was generated may still be adjusted upon examination by the IRS or state tax authorities to the extent utilized in a future period. On March 27, 2020 and December 27, 2020, the United States enacted the Coronavirus Aid, Relief, and Economic Security (CARES) Act and the Consolidated Appropriation Act (CAA), respectively, which contain among other matters, numerous income tax provisions. Some of these tax provisions are expected to be effective retroactively for years ending before the date of enactment. The Company has evaluated the current legislation and does not anticipate the CARES Act or the CAA to have a material impact on its consolidated financial statements. On June 29, 2020, California’s Governor Newsom signed AB85 suspending California net operating loss utilization and imposing a cap on the amount of business incentives tax credits (R&D credit) for tax years 2020-2022. Given an expected tax loss for 2020, the suspension does not have a material impact on the Company’s provision for income taxes in its consolidated financial statements. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13 As mentioned in Note 8 2016-02, right-of-use On April 5, 2021, the Company announced that it would redeem all of its outstanding public warrants to purchase shares of the Company’s common stock that were issued under the Warrant Agreement, dated March 5, 2020, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, as part of the units sold in the Company’s initial public offering, that remained outstanding and unexercised on May 5, 2021, the redemption date, at a redemption price of $0.01 per public warrant. In addition to the million of cash received on April 1, 2021 from the exercise of public and private placement warrants in March 2021, prior to the redemption notice, the Company also received additional proceeds of approximately million from the exercise of additional public and private warrants during the redemption period. Pursuant to the redemption, a total of public warrants were unexercised and redeemed by the Company at the redemption price of $0.01 per public warrant. As of the close of business on May 7, 2021, there were stock outstanding. Other than the two items noted here, there have been no other subsequent events identified by management. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). They include the accounts of Vincerx and its wholly-owned subsidiary Vincera Pharma, Inc, also known as VNRX Corp. All intercompany accounts and transactions have been eliminated. Pursuant to the Merger Agreement, the Business Combination is accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, LSAC is treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination is treated as the equivalent of Vincera Pharma issuing stock for the net assets of LSAC, accompanied by a recapitalization. As a result, references to the “Company” herein may refer to Vincera Pharma prior to the consummation of the Business Combination. The acquired net assets of LSAC are stated at historical cost, with no goodwill or other intangible assets recorded. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of commitments and contingencies at the date of the financial statements as well as reported amounts of expenses during the reporting periods. Estimates made by the Company include, but are not limited to, those related to the valuation of common stock prior to the Business Combination and stock-based compensation. The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from those estimates. |
Concentration of Credit Risk | Concentrations of Credit Risk The Company is subject to risks common to companies in the biotechnology industry, including, but not limited to, development by the Company or its competitors of technological innovations, risks of failure of clinical studies, dependence on key personnel, protection of proprietary technology, compliance with government regulations, and ability to transition from preclinical manufacturing to commercial production of products. The Company’s future product candidates will require approvals from the U.S. Food and Drug Administration and comparable foreign regulatory agencies prior to commercial sales in their respective jurisdictions. There can be no assurance that any product candidates will receive the necessary approvals. If the Company was denied approval, approval was delayed or the Company was unable to maintain approval for any product candidate, it could have a material adverse impact on the Company. |
Cash and Cash Equivalents | Cash and Cash Equivalents Management considers all highly liquid investments with an insignificant interest rate risk and original maturities of three months or less to be cash equivalents. |
Fair Value Measurement | Fair Value Measurement The Company applies fair value accounting for all financial assets and liabilities measured on a recurring and nonrecurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The accounting guidance established a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, used to determine the fair value of its financial instruments. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Level 1 – Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access. Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets and liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. |
Private Warrant Liability | Private Warrant Liability As of December 31, 2020, there were 10,133,767 warrants to purchase common stock outstanding, consisting of 6,563,767 public warrants (which include 2,744,586 public warrants constituting part of the units) and 3,570,000 private warrants. Each unit consists of one share of common stock and one public warrant exercisable for one-half Each public warrant entitles the registered holder to purchase one-half (1/2) The private warrants are identical to the warrants underlying the units except that (i) each private warrant is exercisable for one share of common stock at an exercise price of $11.50 per share and (ii) such private warrants will be exercisable for cash (even if a registration statement covering the shares of common stock issuable upon exercise of such private warrants is not effective) or on a cashless basis, at the holder’s option (except with respect to 500,000 of the private warrants held by Rosedale Park, LLC and 500,000 of the private warrants held by LifeSci Holdings LLC, which were amended to remove the cashless exercise provision), and will not be redeemable by the Company (except with respect to 500,000 of the private warrants held by Rosedale Park, LLC and 500,000 of the private warrants held by LifeSci Holdings LLC, which were amended to include a redemption provision substantially identical to that of the public warrants; provided, however, that such redemption rights may not be exercised during the first 12 months following the closing of the Business Combination unless the last sales price of the Company’s common stock has been equal to or greater than $20.00 per share for any 20 trading days within a 30 trading day period ending on the third business day prior to the date on which notice of redemption is given), in each case so long as they are still held by the initial purchasers or their affiliates. The private warrants purchased by Rosedale Park, LLC will expire on March 5, 2025, provided that once the private warrants are not beneficially owned by Chardan Capital Markets, LLC or any of its related persons anymore, the private warrants may not be exercised five years following the completion of the Company’s initial business combination. The Company evaluated the public and private warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity non-permitted fixed-for-fixed 815-40. Since these private warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities on the consolidated balance sheet at fair value, with subsequent changes in their respective fair values recognized in the consolidated statement of operations at each reporting date. The estimated fair value of the private warrants is determined with Level 3 inputs using Black-Scholes and Monte Carlo simulations. The private warrants were valued as of December 23, 2020 (the Business Combination closing date) and December 31, 2020. See Note 6. |
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 in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as a single operating segment. |
Research and Development Costs | Research and Development Cost s The Company expenses research and development costs as operating expenses as incurred. These expenses include acquired in-process pre-clinical |
Stock-Based Compensation | Stock-Based Compensation The Company adopted ASU 2018-07, non-employees, The fair value of options granted is estimated on the grant date using the Black-Scholes option valuation model. This valuation model for stock-based compensation expense requires the Company to make assumptions and judgments about the variables used in the calculation, including the expected term (weighted-average period of time that the options granted are expected to be outstanding), the volatility of the Company’s common stock, and an assumed risk-free interest rate. The Company accounts for forfeitures when they occur. The Company uses the simplified calculation of the expected life, which takes into consideration the grant’s contractual life and vesting period and assumes that all options will be exercised between the vesting date and the contractual term of the option. No awards have been issued with a market condition or other non-standard Given the lack of public market for Vincera Pharma’s stock prior to the Business Combination, the estimate for volatility is based on an average of the historical volatilities of the common stock of several entities with characteristics similar to those of the Company. Since these comparable companies operate in the same industry segment, the Company expects that it would share similar characteristics, such as risk profiles, volatility, capital intensity and market growth patterns and drivers. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. |
Income Taxes | Income Taxes Income taxes are recorded in accordance with ASC 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse, and net operating loss (“NOL”) carryforwards and research and development tax credit (“R&D Credit”) carryforwards. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company has recorded a full valuation allowance to reduce its net deferred income tax assets to zero. In the event the Company were to determine that it would be able to realize some or all its deferred income tax assets in the future, an adjustment to the deferred income tax asset valuation allowance would increase income in the period such determination was made. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. At December 31, 2020 and 2019, the Company had no liability for income tax associated with uncertain tax positions. The Company would recognize any corresponding interest and penalties associated with its income tax positions in income tax expense. There was no income tax interest or penalties incurred in 2020 and 2019 since inception. |
Comprehensive Income or Loss | Comprehensive Income or Loss Comprehensive loss is equal to net loss as presented in the accompanying consolidated statements of operations, as the Company did not have any other comprehensive income or loss for the periods presented. |
Net Loss per Share of Common Stock | Net Loss per Share of Common Stock Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share adjusts basic earnings per share for the potentially dilutive impact of stock options and warrants. As the Company has reported losses for all periods presented, all potentially dilutive securities including stock options and warrants, are antidilutive and accordingly, basic net loss per share equals diluted net loss per share. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ASU 2019-12 removes In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity |
Restatement of Consolidated F_2
Restatement of Consolidated Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Restatement Of Previously Issued Financial Statements [Abstract] | |
Summary of Restatement of Financial Statements | The impact of the restatement on the Consolidated Balance Sheet, Consolidated Statement of Operations and Consolidated Statement of Cash Flows for the year ended December 31, 2020 is presented below. As of December 31, 2020 As Previously Restatement As Restated (In thousands, except per share amounts) Balance Sheet Total assets $ 63,192 $ — $ 63,192 Liabilities and stockholders’ equity Total current liabilities $ 5,505 $ — $ 5,505 Common stock warrant liabilities — 32,308 32,308 Total liabilities 5,505 32,308 37,813 Stockholders’ equity Preferred stock - $0.0001 par value — — — Common stock - $0.0001 par value 1 — 1 Additional paid-in-capital 68,453 (26,410 ) 42,043 Accumulated deficit (10,767 ) (5,898 ) (16,665 ) Total stockholders’ equity 57,687 (32,308 ) 25,379 Total liabilities and stockholders’ equity $ 63,192 $ — $ 63,192 Year Ended December 31, 2020 As Previously Restatement As Restated (In thousands, except per share amounts) Statement of Operations and Comprehensive Loss Loss from operations $ (10,714 ) $ — $ (10,714 ) Other expense: Change in fair value of warrant liabilities — (5,136 ) (5,136 ) Financing costs—derivative warrant liabilities (762 ) (762 ) Interest expense (8 ) — (8 ) Total other expense (8 ) (5,898 ) (5,906 ) Net loss $ (10,722 ) $ (5,898 ) $ (16,620 ) Net loss per common share, basic and diluted $ (2.04 ) — $ (3.16 ) Weighted average common shares outstanding, basic and diluted 5,252 — 5,252 Year Ended December 31, 2020 As Previously Restatement As Restated (In thousands) Statement of Cash Flows Net loss $ (10,722 ) $ (5,898 ) $ (16,620 ) Adjustment to reconcile net loss to net cash used in operating activities 8,443 5,898 14,341 Net cash used in operating activities (2,279 ) — (2,279 ) Net cash provided by investing activities — — — Net cash provided by financing activities 64,071 — 64,071 Net change in cash $ 61,792 $ — $ 61,792 |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule Of Business Combination Cash Flow Reconcilation | The following table reconciles the elements of the Business Combination to the Statement of Cash Flows and the Statement of Stockholders’ Equity (Deficit) for the year ended December 31, 2020 (amounts in thousands): Cash - LSAC trust $ 65,699 Cash - LSAC cash assumed 213 Less: transaction costs and advisory fees (1,395 ) Less: accrued transaction costs and advisory fees (447 ) Net cash contributions from Business Combination $ 64,070 |
Details Of Shares issued Post Business Combination | The number of shares of common stock issued immediately following the consummation of the Business Combination (amounts in thousands): LSAC’s public stockholders 6,564 LSAC’s initial stockholders 1,640 Vincera Pharma stockholders 5,500 Other 280 Total shares of common stock immediately after Business Combination 13,984 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Summary of Liabilities Measured at Fair Value on Recurring Basis | The Company’s financial liabilities subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows (amounts in thousands): Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities: Common stock warrant liabilities (Restated) $ — $ — $ 32,308 $ 32,308 Total fair value $ — $ — $ 32,308 $ 32,308 |
Summary of Changes in Level 3 Warrant liabilities measured at fair value | The following table presents changes in Level 3 liabilities measured at fair value for the period ended March 31, 2020. Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long-dated volatilities) inputs (in thousands). Warrant Liability Balance—December 23, 2020 $ 27,172 Change in fair value 5,136 Balance—December 23, 2020 $ 32,308 |
Summary of Fair Value Of Private Warrants was Remeasured Based on the Assumptions | The following weighted average assumptions were used as inputs to the Black-Scholes option valuation model in determining the estimated grant-date fair value of the Company’s stock options granted during the year ended December 31, 2020: December 31, Exercise price $ 19.00 Expected term (years) 5.5 Volatility (annual) 75.5 % Risk-free rate 0.4 % Dividend yield (per share) 0 % |
Private Warrant [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Summary of Fair Value Of Private Warrants was Remeasured Based on the Assumptions | As of December 31, 2020, the fair value of these private warrants was re-measured As of December 31, 2020 Exercise Price $ 11.50 Option term (in years) 5 Volatility 29.4 % Risk-free interest rate 0.4 % Expected dividends — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Contractual Obligation, Fiscal Year Maturity [Abstract] | |
Summary of Future Minimum Lease Payments | The Company’s future minimum lease payments are as follows as of December 31, 2020 (in thousands): Year Ended December 31, 2021 $ 248 2022 807 2023 1,020 2024 1,060 2025 1,102 Total $ 4,237 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Summary of Restricted Stock Activity | A summary of restricted stock activity for the year ended December 31, 2020 and 2019 is presented below: Number of Shares Weighted Nonvested at March 1, 2019 (date of inception) — $ — Restricted stock granted 471,850 0.012 Vested (95,943 ) — Nonvested at December 31, 2019 375,907 0.012 Restricted stock granted 173,552 0.07 Vested (188,291 ) — Nonvested at December 31, 2020 361,168 $ 0.016 |
Equity Incentive Plans (Tables)
Equity Incentive Plans (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | Stock option activity under the Plan is as follows (amounts in thousands, except per share amount): Stock Options Weighted Weighted Aggregate Outstanding at January 1, 2020 — $ — — $ — Options granted 1,048 19.00 10.0 — Outstanding at December 31, 2020 1,048 $ 19.00 10.0 $ — Options vested and exercisable at December 31, 2020 349 $ 19.00 10.0 $ — |
Summary of Weighted-Average Assumptions Used to Estimate Fair Value of Stock Options and Restricted Stock Awards using Black-Scholes Option Valuation Model | The following weighted average assumptions were used as inputs to the Black-Scholes option valuation model in determining the estimated grant-date fair value of the Company’s stock options granted during the year ended December 31, 2020: December 31, Exercise price $ 19.00 Expected term (years) 5.5 Volatility (annual) 75.5 % Risk-free rate 0.4 % Dividend yield (per share) 0 % |
Summary of Stock Based Compensation Expense | Total stock-based compensation expense recognized in the accompanying consolidated statements of operations for stock option awards is as follows (amounts in thousands): For the Year ended Research and development $ 2,053 General and administrative 2,329 Total stock-based compensation expense $ 4,382 |
Net Loss per Share Applicable_2
Net Loss per Share Applicable to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Summary of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of loss per share for the years ended December 31, 2020 and for the period from March 1, 2019 (date of inception) through December 31, 2019, respectively (amounts in thousands, except per share number): For the For March 1, 2019 December 31, 2019 Numerator: Net loss $ (16,620 ) $ (45 ) Denominator: Weighted average common shares outstanding, basic and diluted 5,252 4,464 Net loss per common share, basic and diluted $ (3.16 ) $ (0.01 ) |
Summary of Potential Common Stock Outstanding that was excluded from the Computation of Diluted Net Loss Per Share of Common Stock | The following table presents the potential common stock outstanding that was excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been antidilutive: For the For the Period from Options outstanding 1,048 — Warrants 10,134 — Total 11,182 — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation from the U.S. statutory rate of 21% to the effective rate is as follows: For the For the Period from Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 4.5 % 7.0 % Change in fair value of warrant liabilities (6.5 %) 0 % Other (1 %) 0 % Change in valuation allowance (18.0 %) (28.0 %) Income taxes provision (benefit) 0.0 % 0.0 % |
Schedule of Net Deferred Tax Assets | Significant components of the Company’s net deferred tax assets as of December 31, 2020 and 2019, are as follows (amounts in thousands): As of December 31, 2020 2019 Deferred tax assets: Amortization $ 1 $ — Stock-based compensation 1,226 — Research and development credit 3 — Startup costs — 13 Net operating loss 1,785 — Total deferred income tax assets 3,015 13 Total deferred income tax liabilities — — Net deferred income tax assets 3,015 13 Valuation allowance (3,015 ) (13 ) Deferred tax asset, net of allowance $ — $ — |
Nature of Business - Additional
Nature of Business - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Incorporation date | Dec. 19, 2018 |
Date of merger agreement | Sep. 25, 2020 |
Date of effective combination | Dec. 23, 2020 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Summary Of Significant Accounting Policies [Line Items] | ||
No of Warrants outstanding | 10,133,767 | |
Unrecognized tax benefits | $ 0 | $ 0 |
Accrued for interest and penalties | $ 0 | $ 0 |
Public Warrant | ||
Summary Of Significant Accounting Policies [Line Items] | ||
No of Warrants outstanding | 6,563,767 | |
No of Warrants outstanding | 2,744,586 | |
Common stock conversion | purchase one-half (1/2) of a share of common stock at a price of $11.50 per whole share of common stock | |
Shares Issued, Price Per Share | $ 11.50 | |
Share redemption trigger price | $ 11.50 | |
Private Warrants | ||
Summary Of Significant Accounting Policies [Line Items] | ||
No of Warrants outstanding | 3,570,000 | |
Common stock conversion | each private warrant is exercisable for one share of common stock at an exercise price of $11.50 | |
Shares Issued, Price Per Share | $ 11.50 | |
Warrant expiration term | 5 years | |
Class of warrant or right redemption threshold trading days | 20 days | |
Class of warrant or right redemption threshold consecutive trading days | 30 days | |
Class of Warrant Or Right Excludes The Warrants Post Business Combination To Remove Cashless Exercise Provision Shares | 500,000 | |
Private Warrants | Common Stock | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Share redemption trigger price | $ 20 | |
Private Warrants | Rosedale Park LLC [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Class of warrants exercised | 500,000 | |
Warrents expiration date | Mar. 5, 2025 | |
Private Warrants | LifeSci Holdings LLC [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Class of warrants exercised | 500,000 |
Restatement of Consolidated F_3
Restatement of Consolidated Financial Statements - Summary of Restatement of Financial Statements (Details) - USD ($) $ / shares in Units, $ in Thousands | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2020 | Feb. 28, 2019 | |
Balance Sheet | |||
Total Assets | $ 63,192 | ||
Liabilities and stockholders' equity | |||
Total current liabilities | $ 44 | 37,813 | |
Common stock warrant liabilities | 32,308 | ||
Total Liabilities | 44 | 37,813 | |
Stockholders' equity | |||
Common stock - $0.0001 par value | 1 | 1 | |
Additional paid-in capital | 1 | 42,043 | |
Accumulated deficit | (45) | (16,665) | |
Total stockholders' equity (deficit) | (44) | 25,379 | |
Total liabilities and stockholders' equity (deficit) | 63,192 | ||
Statement of Operations and Comprehensive Loss | |||
Loss from operations | (45) | (10,714) | |
Change in fair value of warrant liability | 5,136 | ||
Financing costs—derivative warrant liabilities | (762) | ||
Interest expense | (8) | ||
Total other expense | (5,906) | ||
Net loss | $ 45 | $ 16,620 | |
Net loss per common share, basic and diluted | $ (0.01) | $ (3.16) | |
Weighted average common shares outstanding, basic and diluted | 4,464 | 5,252 | |
Statement of Cash Flows | |||
Net loss | $ 45 | $ 16,620 | |
Net cash used in operating activities | (2,279) | ||
Net cash provided by financing activities | 64,071 | ||
As Previously Reported | |||
Balance Sheet | |||
Total Assets | 63,192 | ||
Liabilities and stockholders' equity | |||
Total current liabilities | 5,505 | ||
Total Liabilities | 5,505 | ||
Stockholders' equity | |||
Common stock - $0.0001 par value | 1 | ||
Additional paid-in capital | 68,453 | ||
Accumulated deficit | (10,767) | ||
Total stockholders' equity (deficit) | 57,687 | ||
Total liabilities and stockholders' equity (deficit) | 63,192 | ||
Statement of Operations and Comprehensive Loss | |||
Loss from operations | (10,714) | ||
Interest expense | (8) | ||
Total other expense | (8) | ||
Net loss | $ (10,722) | ||
Net loss per common share, basic and diluted | $ (2.04) | ||
Weighted average common shares outstanding, basic and diluted | 5,252 | ||
Statement of Cash Flows | |||
Net loss | $ (10,722) | ||
Adjustment to reconcile net loss to net cash used in operating activities | 8,443 | ||
Net cash used in operating activities | (2,279) | ||
Net cash provided by investing activities | 0 | ||
Net cash provided by financing activities | 64,071 | ||
Net change in cash | 61,792 | ||
Restatement Adjustment | |||
Liabilities and stockholders' equity | |||
Common stock warrant liabilities | 32,308 | ||
Total Liabilities | 32,308 | ||
Stockholders' equity | |||
Additional paid-in capital | (26,410) | ||
Accumulated deficit | (5,898) | ||
Total stockholders' equity (deficit) | (32,308) | ||
Total liabilities and stockholders' equity (deficit) | 0 | ||
Statement of Operations and Comprehensive Loss | |||
Change in fair value of warrant liability | (5,136) | ||
Financing costs—derivative warrant liabilities | (762) | ||
Total other expense | (5,898) | ||
Net loss | (5,898) | ||
Statement of Cash Flows | |||
Net loss | (5,898) | ||
Adjustment to reconcile net loss to net cash used in operating activities | 5,898 | ||
Net cash provided by investing activities | 0 | ||
As Restated | |||
Balance Sheet | |||
Total Assets | 63,192 | ||
Liabilities and stockholders' equity | |||
Total current liabilities | 5,505 | ||
Common stock warrant liabilities | 32,308 | ||
Total Liabilities | 37,813 | ||
Stockholders' equity | |||
Common stock - $0.0001 par value | 1 | ||
Additional paid-in capital | 42,043 | ||
Accumulated deficit | (16,665) | ||
Total stockholders' equity (deficit) | 25,379 | ||
Total liabilities and stockholders' equity (deficit) | 63,192 | ||
Statement of Operations and Comprehensive Loss | |||
Loss from operations | (10,714) | ||
Change in fair value of warrant liability | (5,136) | ||
Financing costs—derivative warrant liabilities | (762) | ||
Interest expense | (8) | ||
Total other expense | (5,906) | ||
Net loss | $ (16,620) | ||
Net loss per common share, basic and diluted | $ (3.16) | ||
Weighted average common shares outstanding, basic and diluted | 5,252 | ||
Statement of Cash Flows | |||
Net loss | $ (16,620) | ||
Adjustment to reconcile net loss to net cash used in operating activities | 14,341 | ||
Net cash used in operating activities | (2,279) | ||
Net cash provided by investing activities | 0 | ||
Net cash provided by financing activities | 64,071 | ||
Net change in cash | $ 61,792 |
Restatement of Consolidated F_4
Restatement of Consolidated Financial Statements - Summary of Restatement of Financial Statements (Parenthetical ) (Details) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Preferred stock par value | $ 0.0001 | $ 0.0001 |
Common stock par value | 0.0001 | $ 0.0001 |
As Previously Reported | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Preferred stock par value | 0.0001 | |
Common stock par value | 0.0001 | |
Restatement Adjustment | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Preferred stock par value | 0.0001 | |
Common stock par value | 0.0001 | |
As Restated | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Preferred stock par value | 0.0001 | |
Common stock par value | $ 0.0001 |
Business Combination - Addition
Business Combination - Additional Information (Details) $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($)$ / shares | |
Business Acquisition [Line Items] | |
Business combination share issue ratio | 0.570895 |
Vincera Pharma | |
Business Acquisition [Line Items] | |
Number of consecutive trading days | 20 days |
Number of trading days | 30 days |
Percentage of the earnout shares to be issued to the shareholders of the acquiree company | 90.60% |
Vincera Pharma | Volume Weighted Average Price One | |
Business Acquisition [Line Items] | |
Daily volume weighted average price per share | $ / shares | $ 20 |
Base amount for determining daily volume weighted average price per share | $ | $ 20 |
Vincera Pharma | Volume Weighted Average Price Two | |
Business Acquisition [Line Items] | |
Daily volume weighted average price per share | $ / shares | $ 35 |
Base amount for determining daily volume weighted average price per share | $ | $ 20 |
Vincera Pharma | Volume Weighted Average Price Three | |
Business Acquisition [Line Items] | |
Daily volume weighted average price per share | $ / shares | $ 45 |
Base amount for determining daily volume weighted average price per share | $ | $ 20 |
Business Combination - Schedule
Business Combination - Schedule Of Business Combination Cash Flow Reconcilation (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Business Combinations [Abstract] | |
Cash - LSAC trust | $ 65,699 |
Cash - LSAC cash assumed | 213 |
Less: transaction costs and advisory fees | (1,395) |
Less: accrued transaction costs and advisory fees | (447) |
Net cash contributions from Business Combination | $ 64,070 |
Business Combination - Details
Business Combination - Details Of Shares issued Post Business Combination (Details) - shares | 1 Months Ended | 12 Months Ended |
Aug. 31, 2019 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
Stock issued | 1,618,199 | |
After Business Combination | ||
Business Acquisition [Line Items] | ||
Stock issued | 13,984,000 | |
After Business Combination | Public Stockholders | ||
Business Acquisition [Line Items] | ||
Stock issued | 6,564,000 | |
After Business Combination | Initial Stockholders | ||
Business Acquisition [Line Items] | ||
Stock issued | 1,640,000 | |
After Business Combination | Vincera Pharma Stockholders | ||
Business Acquisition [Line Items] | ||
Stock issued | 5,500,000 | |
After Business Combination | Others | ||
Business Acquisition [Line Items] | ||
Stock issued | 280,000 |
Bayer License Agreement - Addit
Bayer License Agreement - Additional Information (Details) - USD ($) $ in Thousands | Jan. 05, 2021 | Dec. 31, 2020 |
Bayer License Agreement [Line Items] | ||
Date of licence agreement with Bayer | Oct. 7, 2020 | |
Licence fee payable to Bayer | $ 5,000 | |
Aggregate milestone payments Payable to Bayer | 1,000,000 | |
Maximum [Member] | ||
Bayer License Agreement [Line Items] | ||
Milestone payments payables per licenced product to Bayer | 318,000 | |
Minimum [Member] | ||
Bayer License Agreement [Line Items] | ||
Milestone payments payables per licenced product to Bayer | $ 110,000 | |
Subsequent Event [Member] | ||
Bayer License Agreement [Line Items] | ||
Licence fee paid to Bayer | $ 5,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring $ in Thousands | Dec. 31, 2020USD ($) |
Liabilities: | |
Liabilities fair value disclosure | $ 32,308 |
Level 1 | |
Liabilities: | |
Liabilities fair value disclosure | 0 |
Level 2 | |
Liabilities: | |
Liabilities fair value disclosure | 0 |
Level 3 | |
Liabilities: | |
Liabilities fair value disclosure | 32,308 |
Common Stock Warrant Liabilities Restates | |
Liabilities: | |
Liabilities fair value disclosure | 32,308 |
Common Stock Warrant Liabilities Restates | Level 1 | |
Liabilities: | |
Liabilities fair value disclosure | 0 |
Common Stock Warrant Liabilities Restates | Level 2 | |
Liabilities: | |
Liabilities fair value disclosure | 0 |
Common Stock Warrant Liabilities Restates | Level 3 | |
Liabilities: | |
Liabilities fair value disclosure | $ 32,308 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Changes in Level 3 Warrant liabilities measured at fair value (Details) - Level 3 - Warrant $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance—December 23, 2020 | $ 27,172 |
Change in fair value | 5,136 |
Balance—December 23, 2020 | $ 32,308 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Fair Value Of Private Warrants was Re-measured Based on the Assumptions (Details) | 12 Months Ended |
Dec. 31, 2020$ / shares | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Exercise price | $ 19,000 |
Option term (in years) | 5 years 6 months |
Volatility | 75.50% |
Risk-free interest rate | 0.40% |
Expected dividends | 0.00% |
Private Warrant [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Exercise price | $ 11.50 |
Option term (in years) | 5 years |
Volatility | 29.40% |
Risk-free interest rate | 0.40% |
Expected dividends | 0.00% |
Notes Payable to Related Party
Notes Payable to Related Party - Additional Information (Details) - Holder - Promissory Note - USD ($) $ in Thousands | Dec. 23, 2020 | Dec. 31, 2020 | Aug. 09, 2020 |
Related Party Transaction [Line Items] | |||
Origination fee | $ 20,000 | ||
Interest percentage | 7.00% | ||
Amount received from Holders | $ 300,000 | ||
Repayment of loan to Holder | $ 325,000 | ||
Loan origination fee paid | 20,000 | ||
Interest paid to Holder | $ 5,000 | ||
Outsanding Note payable to Holder | $ 0 | ||
Debt instrument principal amount | $ 1,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | Dec. 31, 2020 | Dec. 23, 2020 |
Loss Contingencies [Line Items] | ||
Duration of lease agreement | 5 years | |
Date of lease Commencement | Jan. 1, 2021 | |
Annual lease rent | $ 847,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Contractual Obligation, Fiscal Year Maturity [Abstract] | |
2021 | $ 248 |
2022 | 807 |
2023 | 1,020 |
2024 | 1,060 |
2025 | 1,102 |
Total | $ 4,237 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Restricted Stock Activity (Details) - Restricted Stock - $ / shares | Mar. 01, 2019 | Dec. 31, 2019 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Beginning balance, Shares | 0 | 0 | 375,907 |
Restricted stock granted, Shares | 471,850 | 173,552 | |
Vested, Shares | (95,943) | (188,291) | |
Ending balance, Shares | 375,907 | 361,168 | |
Beginning balance, Weighted Average | $ 0 | $ 0 | |
Restricted stock granted, Weighted Average | 0.012 | $ 0.07 | |
Vested, Weighted Average | 0 | 0 | |
Ending balance, Weighted Average | $ 0.012 | $ 0.016 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) | May 31, 2020$ / sharesshares | Jul. 31, 2019shares | Aug. 31, 2019shares | Aug. 31, 2019$ / sharesshares | Dec. 31, 2019$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares |
Class Of Stock [Line Items] | ||||||
Preferred stock shares authorized | 30,000,000 | 30,000,000 | ||||
Preferred stock par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Preferred stock shares outstanding | 0 | 0 | ||||
Common stock shares authorized | 120,000,000 | 120,000,000 | ||||
Common stock par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Unrecognized stock based compensation | $ | $ 8.1 | |||||
Amotization period of unrecognized stock based compensation | 2 years | |||||
No of Warrents outstanding | 10,133,767 | |||||
Common stock shares issued | 5,196,000 | 13,984,441 | ||||
Common unit outstanding | 2,744,586 | |||||
Issuance of common stock | 1,618,199 | |||||
Public Warrant | ||||||
Class Of Stock [Line Items] | ||||||
No of Warrents outstanding | 6,563,767 | |||||
No of Warrents outstanding | 2,744,586 | |||||
Common stock conversion | purchase one-half (1/2) of a share of common stock at a price of $11.50 per whole share of common stock | |||||
Shares issued price per warrant | $ / shares | $ 11.50 | |||||
Share redemption trigger price | $ / shares | $ 11.50 | |||||
Private Warrants | ||||||
Class Of Stock [Line Items] | ||||||
No of Warrents outstanding | 3,570,000 | |||||
Common stock conversion | each private warrant is exercisable for one share of common stock at an exercise price of $11.50 | |||||
Shares issued price per warrant | $ / shares | $ 11.50 | |||||
Warrant expiration term | 5 years | |||||
Class of warrant or right redemption threshold trading days | 20 days | |||||
Class of warrant or right redemption threshold consecutive trading days | 30 days | |||||
Private Warrants | Rosedale Park LLC [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Class of warrents exercised | 500,000 | |||||
Warrents expiration date | Mar. 5, 2025 | |||||
Private Warrants | LifeSci Holdings LLC [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Class of warrents exercised | 500,000 | |||||
Restricted Stock | ||||||
Class Of Stock [Line Items] | ||||||
Unrecognized stock based compensation | $ | $ 13,000 | |||||
Amotization period of unrecognized stock based compensation | 3 years 4 months 24 days | |||||
Stock Issued During Period, Shares, Reverse Stock Splits | 826,510 | |||||
Issuance of restricted stock, Shares | 471,850 | |||||
Fair value of restricted stock | $ / shares | $ 6,000 | |||||
Stock issued for services | 173,552 | |||||
Stock issued per share | $ / shares | $ 0.07 | |||||
Restricted Stock | Vincera Pharma [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Stock Issued During Period, Shares, Reverse Stock Splits | 304,000 | |||||
Founders Shares [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Stock Issued During Period, Shares, Reverse Stock Splits | 2,834,497 | |||||
Common Stock | ||||||
Class Of Stock [Line Items] | ||||||
Issuance of restricted stock, Shares | 827 | 304 | ||||
Common Stock | Public Warrant | ||||||
Class Of Stock [Line Items] | ||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 5.75 | |||||
Common Stock | Private Warrants | ||||||
Class Of Stock [Line Items] | ||||||
Share redemption trigger price | $ / shares | $ 20 |
Equity Incentive Plans - Additi
Equity Incentive Plans - Additional Information (Details) - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized stock based compensation | $ 8.1 | |
Amotization period of unrecognized stock based compensation | 2 years | |
Stock based compensation expense | $ 1,000 | $ 4,382,000 |
Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized stock based compensation | $ 13,000 | |
Amotization period of unrecognized stock based compensation | 3 years 4 months 24 days | |
Stock based compensation expense | $ 1,000 | $ 4,400,000 |
Twenty Thousand Twenty Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares of common stock reserved for issuance | 2,790,824 |
Equity Incentive Plans - Schedu
Equity Incentive Plans - Schedule of Stock Option Activity (Details) | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options granted, Stock Options | shares | 1,048,000 |
Outstanding, Stock Options | shares | 1,048,000 |
Options vested and exercisable, Stock Options | shares | 349,000 |
Options granted, Weighted Average Exercise Price | $ / shares | $ 19 |
Outstanding, Weighted Average Exercise Price | $ / shares | 19 |
Options vested and exercisable, Weighted Average Exercise Price | $ / shares | $ 19 |
Options granted, Weighted Average Remaining Contractual Life | 10 years |
Outstanding, Outstanding, Weighted Average Remaining Contractual Life | 10 years |
Options vested and exercisable, Weighted Average Remaining Contractual Life | 10 years |
Equity Incentive Plans - Sche_2
Equity Incentive Plans - Schedule of Weighted-Average Assumptions Used to Estimate Fair Value of Stock Options and Restricted Stock Awards using Black-Scholes Option Valuation Model (Details) | 12 Months Ended |
Dec. 31, 2020$ / shares | |
Share-based Payment Arrangement [Abstract] | |
Exercise price | $ 19,000 |
Expected term (years) | 5 years 6 months |
Volatility (annual) | 75.50% |
Risk-free rate | 0.40% |
Dividend yield (per share) | 0.00% |
Equity Incentive Plans - Sche_3
Equity Incentive Plans - Schedule of Employee Service Share Based Compensation Allocation of Recognized Period Costs (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Payment Arrangement, Expense | $ 4,382 |
Research and Development [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Payment Arrangement, Expense | 2,053 |
General and Administrative [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Payment Arrangement, Expense | $ 2,329 |
Net Loss per Share Applicable_3
Net Loss per Share Applicable to Common Stockholders -  Schedule of Earnings Per Share Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 10 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (45) | $ (16,620) |
Denominator: | ||
Weighted average common shares outstanding, basic and diluted | 4,464 | 5,252 |
Net loss per common share, basic and diluted | $ (0.01) | $ (3.16) |
Net Loss per Share Applicable_4
Net Loss per Share Applicable to Common Stockholders -  Schedule of Potential Common Stock Outstanding that was excluded from the Computation of Diluted Net Loss Per Share of Common Stock (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2020shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 11,182 |
Option Outstanding [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,048 |
Warrant [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 10,134 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax rate | 21.00% | 21.00% |
State taxes, net of federal tax benefit | 7.00% | 4.50% |
Change in fair value of warrant liabilities | 0.00% | (6.50%) |
Other | 0.00% | (1.00%) |
Change in valuation allowance | (28.00%) | (18.00%) |
Income tax provision benefit | 0.00% | 0.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax asset | ||
Amortization | $ 1 | |
Stock-based compensation | 1,226 | |
Research and development credit | 3 | |
Startup costs | $ 13 | |
Net operating loss | 1,785 | |
Total deferred income tax assets | 3,015 | 13 |
Net deferred income tax assets | 3,015 | 13 |
Valuation allowance | (3,015) | (13) |
Deferred tax asset, net of allowance | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 10 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Provision for income tax | $ 0 | $ 0 |
Current tax expense | 0 | |
Deferred tax assets valuation allowance | $ 0 | 0 |
Increase in valuation allowance | 3,000 | |
Net operating loss carryforward | $ 6,400 | |
Tax credit carry forward expiration year | 2039 | |
State | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carry forward expiration year | 2039 | |
Research [Member] | U.S. Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Tax carry forward | $ 1,820 | |
Research [Member] | State | ||
Operating Loss Carryforwards [Line Items] | ||
Tax carry forward | $ 1,365 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Apr. 05, 2021 | May 07, 2021 | May 05, 2021 | Jan. 01, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Subsequent Event [Line Items] | ||||||
Common stock shares outstanding | 13,984,441 | 5,196,000 | ||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Proceeds from warrant exercises | $ 8.2 | |||||
Proceeds from issuance of warrants | $ 32.5 | |||||
Stock redeemed during period shares | 40,491 | |||||
Common stock shares outstanding | 17,521,075 | |||||
Subsequent Event [Member] | Public Warrant | ||||||
Subsequent Event [Line Items] | ||||||
Redemption price per warrant | $ 0.01 | |||||
Accounting Standards Update 2016-02 [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Amount of right-of-use asset expected to be recorded after adoption of ASU 2016-02 | $ 3.3 | |||||
Amount of lease liability expected to be recorded of ASU 2016-02 | $ 3.3 |