Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 28, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
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 | $ 131.3 | ||
Entity Common Stock, Shares Outstanding | 21,057,560 | ||
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 | ||
Title of 12(b) Security | Common Stock | ||
Trading Symbol | VINC | ||
Security Exchange Name | NASDAQ | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Name | WithumSmith+Brown, PC | ||
Auditor Firm ID | 100 | ||
Auditor Location | Whippany, New Jersey | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement for its 2022 Annual Meeting of Stockholders, which will be filed with the United States Securities and Exchange Commission within 120 days of December 31, 2021, are incorporated by reference into Part III of this Annual Report on Form 10-K. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 111,459 | $ 61,792 |
Restricted cash | 105 | |
Prepaid expenses | 182 | 1,104 |
Other current assets | 95 | 214 |
Total Current Assets | 111,841 | 63,110 |
Right-of-use assets | 3,949 | |
Property, plant and equipment, net | 233 | 0 |
Other assets | 1,653 | 82 |
Total Assets | 117,676 | 63,192 |
Current Liabilities | ||
Accounts payable | 2,019 | 491 |
Accrued expenses | 4,715 | 0 |
Lease liability | 738 | |
License payable | 5,000 | |
Due to related parties | 14 | |
Common stock warrant liabilities | 6,447 | 32,308 |
Total Current Liabilities | 13,919 | 37,813 |
Lease liability, net of current portion | 3,436 | |
Total Liabilities | 17,355 | 37,813 |
Commitments and contingencies—Note 9 | ||
Stockholders' equity | ||
Preferred stock, $0.0001 par value; 30,000,000 shares authorized, none issued and outstanding as of December 30, 2021 and 2020 | ||
Common stock, $0.0001 par value; 120,000,000 shares authorized; 21,057,560 shares and 13,984,441 shares issued and outstanding as of December 31, 2021 and 2020, respectively | 2 | 1 |
Additional paid-in capital | 156,311 | 42,043 |
Accumulated other comprehensive loss | (21) | |
Accumulated deficit | (55,971) | (16,665) |
Total stockholders' equity | 100,321 | 25,379 |
Total liabilities and stockholders' equity | $ 117,676 | $ 63,192 |
Consolidated Balance Sheets (P
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
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 | 21,057,560 | 13,984,441 |
Common stock shares outstanding | 21,057,560 | 13,984,441 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating expenses: | ||
General and administrative | $ 22,575 | $ 3,598 |
Research and development—license acquired | 5,000 | |
Research and development | 40,081 | 2,116 |
Total operating expenses | 62,656 | 10,714 |
Loss from operations | (62,656) | (10,714) |
Other income (expense) | ||
Change in fair value of warrant liabilities | 23,358 | (5,136) |
Financing costs—derivative warrant liabilities | (762) | |
Other expense | (8) | (8) |
Total other income (expense) | 23,350 | (5,906) |
Net loss | (39,306) | (16,620) |
Other comprehensive loss: | ||
Net foreign currency translation loss | (21) | |
Comprehensive loss | $ (39,327) | $ (16,620) |
Net loss per common share, basic and diluted | $ (2.29) | $ (3.16) |
Weighted average common shares outstanding, basic and diluted | 17,176 | 5,252 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Subscription Receivable | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Beginning Balance at Dec. 31, 2019 | $ (44) | $ 1 | $ (1) | $ 1 | $ (45) | |
Beginning 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 | |||||
Proceeds from Founders | 1 | $ 1 | ||||
Issuance of restricted stock, Shares | 304 | |||||
Stock-based compensation | 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 | |||||
Stock-based compensation | 23,313 | 23,313 | ||||
Issuance of common stock from private placement, net of transaction costs | 47,431 | $ 1 | 47,430 | |||
Issuance of common stock from private placement, net of transaction costs, Shares | 3,500 | |||||
Issuance of common stock from warrant exercises | 40,671 | 40,671 | ||||
Issuance of common stock from warrant exercises, Shares | 3,537 | |||||
Issuance of common stock from employee stock plans | 351 | 351 | ||||
Issuance of common stock from employee stock plans, Shares | 36 | |||||
Reclassification of warrant liabilities to equity due to warrant exercises for cash | 2,503 | 2,503 | ||||
Cumulative translation adjustment | (21) | $ (21) | ||||
Net loss | (39,306) | (39,306) | ||||
Ending Balance at Dec. 31, 2021 | $ 100,321 | $ 2 | $ 156,311 | $ (21) | $ (55,971) | |
Ending Balance, Shares at Dec. 31, 2021 | 21,057 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Offering costs | $ 3,320 |
Consolidated Statements of Cas
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (39,306) | $ (16,620) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization on debt discount | 20 | |
Depreciation and amortization | 25 | |
Stock-based compensation | 23,313 | 4,382 |
Amortization of right-of-use assets | 315 | |
Change in fair value of warrant liabilities | (23,358) | 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 | 1,041 | (1,318) |
Other assets | (1,571) | (82) |
Accounts payable | 1,528 | 456 |
Accrued expenses | 4,715 | |
Lease liability | (90) | |
Due to related parties | (14) | (15) |
Net cash used in operating activities | (33,402) | (2,279) |
Cash Flows from Investing Activities: | ||
Research and development-acquired license | (5,000) | |
Capital expenditures | (258) | |
Net cash used in investing activities | (5,258) | |
Cash Flows from Financing Activities: | ||
Net proceeds from reverse acquisition | 64,070 | |
Proceeds from private placement, net of transaction costs | 47,431 | |
Proceeds from warrants exercised for cash, net of redemption cost | 40,671 | |
Proceeds from issuance of common stock from employee stock plans | 351 | |
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 | 88,453 | 64,071 |
Effect of exchange rate changes on cash and restricted cash | (21) | |
Net increase in cash and restricted cash | 49,772 | 61,792 |
Cash and restricted cash at beginning of year | 61,792 | |
Cash and restricted cash at end of year | 111,564 | 61,792 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 25 | $ 25 |
Supplemental schedule of non-cash investing and financing activities: | ||
Reclassification of warrant liabilities to equity due to warrant exercises for cash | 2,503 | |
Right-of-use assets obtained in exchange for operating lease liabilities | $ 4,264 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | 1. Nature of Business Organization 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 the Merger Agreement with the Merger Sub, Legacy Vincera Pharma and Raquel E. Izumi, as the representative of the Legacy Holders. Pursuant to the terms of the Merger Agreement, a business combination between LSAC and Legacy Vincera Pharma was effected through the merger of Merger Sub with and into Legacy Vincera Pharma, with Legacy 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, LSAC 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 COVID-19 a COVID-19 which COVID-19 may of, COVID-19 may of COVID-19 could |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
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 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 subsidiaries VNRX Corp. and Vincerx Pharma GmbH. All intercompany accounts and transactions have been eliminated. Pursuant 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 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, common stock warrant liabilities 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. There were no cash equivalents as of December 31, 2021. Restricted Cash Restricted cash represents cash deposits with financial institutions in support of letters of credit outstanding in favor of certain landlords related to non-cancelable Property, Plant and Equipment Property and equipment are stated at cost. Depreciation and amortization are provided for using straight-line methods, in amounts sufficient to charge the cost of depreciable assets to operations over their estimated service lives. Repairs and maintenance costs are charged to operations as incurred. The Company assesses its long-lived assets for impairment whenever facts and circumstances indicate that the carrying amounts may not be fully recoverable. To analyze recoverability, the Company projects undiscounted net future cash flows over the remaining lives of such assets. If these projected undiscounted net future cash flows are less than the carrying amounts, an impairment loss would be recognized, resulting in a write-down of the assets with a corresponding charge to earnings. The impairment loss is measured based upon the difference between the carrying amounts and the fair values of the assets. There has been no impairment loss as of December 31, 2021. 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, 2021 and 2020, there were 3,295,000 and 10,133,767 warrants to purchase common stock outstanding, respectively. The 10,133,767 warrants as of December 31, 2020 consisted of 6,563,767 public warrants (which included 2,744,586 public warrants constituting part of the units) and 3,570,000 private warrants. Each unit consisted of one share of common stock and one public warrant exercisable for one-half Each public warrant entitled the registered holder to purchase one-half 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 of the private warrants held by Rosedale Park, LLC and 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 $ per share for any trading days within a 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 , 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 following the completion of the Business Combination The Company evaluated the public and private warrants under ASC 815-40, “Derivatives and Hedging—Contracts in Entity’s Own Equity”, and concluded that certain of the private warrants do not meet the criteria to be classified in stockholders’ equity. Because post Business Combination, these private warrants could be transferred to a non-permitted transferee and become public warrants (i.e., become subject to redemption and no longer have a cashless exercise feature), the settlement value of the private warrants is dependent, in part, on the holder of these private warrants at the time of settlement. Because the holder of an instrument is not an input into the pricing of a fixed-for-fixed option on the Company’s common stock, these private warrants fail the indexation guidance in ASC 815-40. This conclusion excludes the private warrants held by LifeSci Holdings LLC, which had been amended in connection with the Business Combination to remove the cashless exercise provision and include a redemption provision, as described above. 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. Leases Effective January 1, 2021, the Company adopted FASB ASC Topic 842, “Leases” (“ASC 842”), using the required modified retrospective approach and utilizing the effective date as its date of initial application, for which prior periods are presented in accordance with the previous guidance in ASC 840, “Leases”. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement. Most leases with a term greater than one year are recognized on the balance sheet as right-of-use Operating lease liabilities and their corresponding right-of-use right-of-use In accordance with ASC 842, components of a lease should be allocated between lease components (e.g., land, building, etc.) and non-lease in-substance non-components) non-lease 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 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 measures and recognizes compensation expense for all stock-based awards made to employees, directors, and 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 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, 2021 and 2020, 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 2021 or 2020. Comprehensive Income or Loss Comprehensive loss is equal to net loss and net foreign currency translation loss as presented in the accompanying consolidated statements of operations and comprehensive loss. 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 ASU 2019-12 removes In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) 815-40): In May 2021, the FASB issued ASU 2021-04, 470-50), 815-40)”. modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another Topic. It specifically addresses: (1) how an entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange; (2) how an entity should measure the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange; and (3) how an entity should recognize the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange. This ASU will be effective for all entities for fiscal years beginning after December 15, 2021. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. Early adoption is permitted, including adoption in an interim period. The adoption of ASU 2021-04 |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Business Combination | 3. Business Combination As discussed in Note 1, on December 23, 2020, the Company consummated the Business Combination, with Legacy 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 Legacy Vincerx Pharma Common Stock was canceled, and the Legacy Holders 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 Legacy Vincerx Pharma is treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy 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 Legacy 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, 2021 | |
Bayer License Agreement [Abstract] | |
Bayer License Agreement | 4. Bayer License Agreement On October 7, 2020, Legacy 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, Legacy Vincerx Pharma has an exclusive, worldwide, royalty-bearing license under certain Bayer patents and know-how to follow-on 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 Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 5. 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, 2021 Level 1 Level 2 Level 3 Total Liabilities: Common stock warrant liabilities $ — $ — $ 6,447 $ 6,447 Total fair value $ — $ — $ 6,447 $ 6,447 Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities: Common stock warrant liabilities $ — $ — $ 32,308 $ 32,308 Total fair value $ — $ — $ 32,308 $ 32,308 The estimated fair value of the warrant liability for the private warrants at December 31, 2021 was determined using Level 3 inputs. Inherent in a Monte Carlo options pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on projected volatility of comparable public companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The following table presents changes in Level 3 liabilities measured at fair value for the year ended December 31, 2021 and 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 Balance – December 23, 2020 $ 27,172 Change in fair value 5,136 Balance – December 31, 2020 32,308 Reclassification of warrant liabilities due to warrant exercises (2,503 ) Change in fair value (23,358 ) Balance – December 31, 2021 $ 6,447 A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring the Company’s warrant liabilities that are categorized within Level 3 of the fair value hierarchy as of December 31, 2021 and 2020 is as follows: As of As of Exercise price $ 11.50 $ 11.50 Option term (years) 4.0 5.0 Volatility (annual) 32.5 % 29.4 % Risk-free rate 1.1 % 0.4 % Dividend yield (per s h 0 % 0 % |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, Net | 6. Property, Plant and Equipment, Net Property, plant and equipment consist of the following at December 31 December 31, December 31, Estimated Furniture and fixtures $ 236 $ — 5 years Computers 22 — 3-5 years Total 258 — Less: accumulated depreciation (25 ) — Total property, plant and equipment, net $ 233 $ — Depreciation expense was approximately $25,000 for the year ended December 31, 2021. |
Notes Payable to Related Party
Notes Payable to Related Party | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Notes Payable to Related Party | 7. Notes Payable to Related Party On August 9, 2020, Vincera Pharma entered into a promissory note with Dr. Raquel E. Izumi, one of its founders (the “Holder”). This note provided for a principal amount of up to $1.0 million or the amount of outstanding advances made by the Holder to the Company. The Company paid the Holder a $20,000 origination fee and interest accrued at 7%. The maturity date was 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, which has been terminated. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities | 8. Accrued Liabilities The following table sets forth the components of accrued expenses at December 31, 2021 and 2020, respectively (in thousands): December 31, December 31, Accrued payroll $ 531 $ — Accrued bonus 2,514 — Accrued benefits 759 — Accrued manufacturing, clinical trial and related 911 — $ 4,715 $ — |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies 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. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Lessee Disclosure [Abstract] | |
Leases | 10. Leases On December 23 , 5 At December 31, 2021, the Company had operating lease liabilities of approximately $4.2 million and right of use assets of approximately $3.9 million, which were included in the consolidated balance sheets. The following summarizes quantitative information about the Company’s operating leases (dollars in thousands): For the years ended 2021 Lease cost Operating lease cost $ 619 Variable lease cost — Total operating lease expense $ 619 Other information Operating cash flows from operating leases $ 380 Right-of-use $ 4,264 Weighted-average remaining lease term – operating leases 3.9 Weighted-average discount rate – operating leases 8 % As of December 31, 2021, future minimum payments during the next four years are as follows (in thousands): Year ended December 31, 2022 $ 1,049 Year ended December 31, 2023 1,261 Year ended December 31, 2024 1,284 Year ended December 31, 2025 1,336 Total 4,930 Less present value discount (756 ) Operating lease liabilities included in the Consolidated Balance Sheet at December 31, 2021 $ 4,174 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | 11. Stockholders’ Equity 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, 2021 and 2020, there were 21,057,560 shares of common stock and 13,984,441 shares of common stock (which included 2,744,586 shares of common stock constituting part of the units), outstanding, respectively, and no shares of preferred stock outstanding. On April 5, 2021, the Company announced that it would redeem all of its 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 $6.1 million of cash received on April 1, 2021 from the exercise of public warrants in March 2021, prior to the redemption notice, the Company received additional proceeds of approximately $31.4 million from the exercise of additional public warrants during the redemption period. Prior to the redemption date, the units were each separated into one share of common stock and one public warrant. Pursuant to the redemption, a total of 40,491 public warrants were unexercised as of the redemption date and redeemed by the Company at the redemption price of $0.01 per public warrant. During the year ended December 31, 2021, 275,000 private warrants were exercised for approximately $3.2 million . In September 2021, the Company completed a private placement of 3.5 million shares of common stock at an offering price of $14.50 per share and raised proceeds of approximately $47.4 million, net of transaction costs of approximately $3.3 million. During the year ended December 31, 2021, 36,485 shares were issued pursuant to the Company’s Employee Stock Purchase Program (“ESPP”) (see Note 12) for approximately $351,000. Founders Shares Legacy Vincera Pharma’s three founders (the “Founders”) were each issued 1,618,199 shares (2,834,497 shares prior to the effects of the Merger) of Legacy Vincera Pharma Common Stock’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, Legacy Vincera Pharma issued 471,850 shares (826,510 shares prior to the effects of the 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, Legacy Vincera Pharma issued an additional 173,552 shares (304,000 shares prior to the effects of the 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 the Company’s repurchase right for the underlying shares. As of December 31, 2021, there was approximately $9,000 of unrecognized stock-based compensation related to restricted stock that will be amortized in 2.4 years. A summary of restricted stock activity for the years ended December 31, 2021 and 2020 is presented below: Number of Shares Weighted Average Nonvested at January 1, 2020 375,907 $ 0.036 Restricted stock granted 173,552 0.07 Vested (188,291 ) — Nonvested at December 31, 2020 361,168 $ 0.036 Vested (178,482 ) — Nonvested at December 31, 2021 182,686 $ 0.045 Warrants As of December 31, 2021, there were 3,295,000 private warrants to purchase common stock outstanding. After the redemption described above, no public warrants remained outstanding at December 31, 2021. The private warrants are identical to the previously outstanding public warrants except that (i) each private warrant is exercisable for one share of common stock at an exercise price of $ 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 of the private warrants held by Rosedale Park, LLC and 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 $ per share for any trading days within a 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 , 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 Business Combination. The previously outstanding 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 note 5). |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock Based Compensation | 12. Stock-Based Compensation Equity Incentive Plans 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, 2021, the Company had 3,490,046 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 Average 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 granted 2,367 18.62 9.3 — Options cancelled (7 ) 19.00 — — Outstanding at December 31, 2021 3,408 $ 18.74 9.2 $ 3 Options vested and exercisable at December 31, 2021 916 $ 18.67 9.0 $ — 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 $23.1 million and $4.4 million, during the year ended December 31, 2021 and 2020, respectively. As of December 31, 2021, the Company had stock-based compensation of approximately $13.8 million related to unvested stock options not yet recognized that are expected to be recognized over an estimated weighted average period of 0.8 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, 2021 and 2020: For the years ended 2021 2020 Exercise price $ 18.62 $ 19.00 Expected term (years) 5.9 5.5 Volatility (annual) 76.3 % 75.5 % Risk-free rate 0.9 % 0.4 % Dividend yield (per share) 0 % 0 % Total stock-based compensation expense recognized in the accompanying consolidated statements of operations and comprehensive loss for stock option awards is as follows (amounts in thousands): For the years ended 2021 2020 Research and development $ 14,988 $ 2,053 General and administrative 8,325 2,329 Total stock-based compensation expense $ 23,313 $ 4,382 Employee Stock Purchase Plan The Company’s 2021 Employee Stock Purchase Plan (the “ESPP”) became effective in May 2021 upon stockholder approval and is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code. 200,000 of our authorized but unissued or reacquired shares of common stock have been reserved for issuance under the ESPP, plus an additional number of shares to be reserved annually on the first day of each fiscal year from January 1, 2022 through January 1, 2031, equal to the least of (i) one percent (1%) of the outstanding shares of the Company’s common stock on such date, (ii) 500,000 shares, or (iii) a lesser amount determined by the compensation committee or the Company’s The ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount of up to 15% of their eligible compensation through payroll deductions, subject to any plan limitations. The Company’s of the fair market value per share of the Company’s common stock on either the offering date or on the purchase date, whichever is less. If the fair market value of a share of the Company’s common stock on any purchase date within a particular offering period is less than or equal to the fair market value on the start date of that offering period, then the offering period will automatically terminate and the employees in that offering period will automatically be transferred and enrolled in a new offering period which will begin on the next day following such purchase date. As of December 31, 2021, 163,515 shares of common stock were reserved for future issuance under the ESPP and 36,485 shares had been issued under the ESPP for the year ended December 31, 2021. The Company recorded approximately $176,000 of stock-based compensation expense for the year ended December 31, 2021 related to the ESPP. |
Net Loss per Share Applicable t
Net Loss per Share Applicable to Common Stockholders | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss per Share Applicable to Common Stockholders | 13. Net Loss per Share Applicable to Common Stockholders 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, 2021 and 2020, respectively (amounts in thousands, except per share number): For the years ended 2021 2020 Numerator: Net loss $ (39,306 ) $ (16,620 ) Denominator: Weighted average common shares outstanding, basic and diluted 17,176 5,252 Net loss per common share, basic and diluted $ (2.29 ) $ (3.16 ) 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 years ended 2021 2020 Options outstanding 3,408 1,048 Warrants 3,295 10,134 Total 6,703 11,182 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. Income Taxes The Company has no provision for income taxes for the year ended December 31, 2021 and 2020. 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 Year Ended 2021 2020 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit (1.0 %) 4.5 % Change in fair value of warrant liabilities 12.4 % (6.5 %) Research and development 1.4 % — Other (1.2 %) (1.0 %) Change in valuation allowance (32.6 %) (18.0 %) Income taxes provision (benefit) 0.0 % 0.0 % Significant components of the Company’s net deferred tax assets as of December 31, 2021 and 2020, are as follows (amounts in thousands): As of December 31, 2021 2020 Deferred tax assets: Net operating loss $ 4,035 $ 1,785 Stock-based compensation 5,164 1,226 Depreciation and amortization 4,723 1 Research and development credit 891 3 Accruals and reserves 575 — Lease liability 877 — Total deferred income tax assets 16,265 3,015 Less: Valuation allowances (15,436 ) (3,015 ) Deferred tax assets, net of valuation allowances $ 829 $ — Deferred tax liabilities: Right of use asset (829 ) — Total deferred income tax liabilities $ (829 ) $ — Net deferred taxes $ — $ — ASC 740 requires that the tax benefit of net operating losses, temporary differences and credit carryforwards be recorded as an asset to the extent that management assesses that realization is “more likely than not.” Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period. Because of the Company’s recent history of operating losses, management believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits is currently not likely to be realized and, accordingly, has provided a valuation allowance. The Company’s valuation allowance increased by $12.4 million and $3.0 million for the years ended December 31, 2021 and 2020, respectively. At December 31, 2021, the Company had federal and state net operating loss carryforwards of approximately $19.0 million and $0.7 million, respectively. The federal net operating loss carryforwards can be carried forward indefinitely, with certain limitations. A portion of the state net operating loss carryforwards will expire beginning in 2039, if not utilized. As of December 31, 2021, the Company also has Federal and California research and development credits of $ million and $ million, respectively. The federal tax credit carryforwards will expire beginning in 2039 , if not utilized. The state tax credit carryforwards do not expire. The following table summarizes activity related to the Company’s gross unrecognized tax benefits (amounts in thousands): Total Balance as of December 31, 2019 $ — Increase/decrease due to prior year positions — Increase/decrease due to current year positions — Balance as of December 31, 2020 — Increase/decrease due to prior year positions Increase/decrease due to current year positions 518 Balance as of December 31, 2021 $ 518 The unrecognized tax benefits, if recognized, would not have an impact on the Company’s effective tax rate. The Company does not expect a significant change to its unrecognized tax benefits over the next twelve months. The unrecognized tax benefits may increase or change during the next for items that arise in the ordinary course of business. The Company files income tax returns in the United States, California and Germany jurisdictions and is not currently under examination by federal, state or local taxing authorities for any open tax years. The tax years through remain open to examination by the major taxing authorities. The Company records interest related to uncertain tax positions as interest, and any penalties are recorded as other expense in its consolidated statement of operations and comprehensive loss. 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, 2021. 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, de-recognition, 740-10. 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 2021, the suspension does not have a material impact on the Company’s provision for income taxes in its consolidated financial statements. In January 2018, the FASB released guidance on the accounting for tax on the global intangible low-taxed income (“GILTI”) provisions of the Tax Cuts and Jobs Act of 2017. The GILTI provisions impose a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. The guidance indicates that either accounting for deferred taxes related to GILTI inclusions or treating any taxes on GILTI inclusions as period cost are both acceptable methods subject to an accounting policy election. The Company has elected to treat any potential GILTI inclusions as a period cost. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s consolidated financial statements have been prepared in conformity with 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 subsidiaries VNRX Corp. and Vincerx Pharma GmbH. All intercompany accounts and transactions have been eliminated. Pursuant |
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 |
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, common stock warrant liabilities 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. There were no cash equivalents as of December 31, 2021. |
Restricted Cash | Restricted Cash Restricted cash represents cash deposits with financial institutions in support of letters of credit outstanding in favor of certain landlords related to non-cancelable |
Property, Plant and Equipment | Property, Plant and Equipment Property and equipment are stated at cost. Depreciation and amortization are provided for using straight-line methods, in amounts sufficient to charge the cost of depreciable assets to operations over their estimated service lives. Repairs and maintenance costs are charged to operations as incurred. The Company assesses its long-lived assets for impairment whenever facts and circumstances indicate that the carrying amounts may not be fully recoverable. To analyze recoverability, the Company projects undiscounted net future cash flows over the remaining lives of such assets. If these projected undiscounted net future cash flows are less than the carrying amounts, an impairment loss would be recognized, resulting in a write-down of the assets with a corresponding charge to earnings. The impairment loss is measured based upon the difference between the carrying amounts and the fair values of the assets. There has been no impairment loss as of December 31, 2021. |
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, 2021 and 2020, there were 3,295,000 and 10,133,767 warrants to purchase common stock outstanding, respectively. The 10,133,767 warrants as of December 31, 2020 consisted of 6,563,767 public warrants (which included 2,744,586 public warrants constituting part of the units) and 3,570,000 private warrants. Each unit consisted of one share of common stock and one public warrant exercisable for one-half Each public warrant entitled the registered holder to purchase one-half 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 of the private warrants held by Rosedale Park, LLC and 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 $ per share for any trading days within a 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 , 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 following the completion of the Business Combination The Company evaluated the public and private warrants under ASC 815-40, “Derivatives and Hedging—Contracts in Entity’s Own Equity”, and concluded that certain of the private warrants do not meet the criteria to be classified in stockholders’ equity. Because post Business Combination, these private warrants could be transferred to a non-permitted transferee and become public warrants (i.e., become subject to redemption and no longer have a cashless exercise feature), the settlement value of the private warrants is dependent, in part, on the holder of these private warrants at the time of settlement. Because the holder of an instrument is not an input into the pricing of a fixed-for-fixed option on the Company’s common stock, these private warrants fail the indexation guidance in ASC 815-40. This conclusion excludes the private warrants held by LifeSci Holdings LLC, which had been amended in connection with the Business Combination to remove the cashless exercise provision and include a redemption provision, as described above. 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. |
Leases | Leases Effective January 1, 2021, the Company adopted FASB ASC Topic 842, “Leases” (“ASC 842”), using the required modified retrospective approach and utilizing the effective date as its date of initial application, for which prior periods are presented in accordance with the previous guidance in ASC 840, “Leases”. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement. Most leases with a term greater than one year are recognized on the balance sheet as right-of-use Operating lease liabilities and their corresponding right-of-use right-of-use In accordance with ASC 842, components of a lease should be allocated between lease components (e.g., land, building, etc.) and non-lease in-substance non-components) non-lease |
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 Costs 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 measures and recognizes compensation expense for all stock-based awards made to employees, directors, and 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 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, 2021 and 2020, 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 2021 or 2020. |
Comprehensive Income or Loss | Comprehensive Income or Loss Comprehensive loss is equal to net loss and net foreign currency translation loss as presented in the accompanying consolidated statements of operations and comprehensive loss. |
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 ASU 2019-12 removes In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) 815-40): In May 2021, the FASB issued ASU 2021-04, 470-50), 815-40)”. modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another Topic. It specifically addresses: (1) how an entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange; (2) how an entity should measure the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange; and (3) how an entity should recognize the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange. This ASU will be effective for all entities for fiscal years beginning after December 15, 2021. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. Early adoption is permitted, including adoption in an interim period. The adoption of ASU 2021-04 |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 Legacy Vincera Pharma stockholders 5,500 Other 280 Total shares of common stock immediately after Business Combination 13,984 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 Level 1 Level 2 Level 3 Total Liabilities: Common stock warrant liabilities $ — $ — $ 6,447 $ 6,447 Total fair value $ — $ — $ 6,447 $ 6,447 Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities: Common stock warrant liabilities $ — $ — $ 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 year ended December 31, 2021 and 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 Balance – December 23, 2020 $ 27,172 Change in fair value 5,136 Balance – December 31, 2020 32,308 Reclassification of warrant liabilities due to warrant exercises (2,503 ) Change in fair value (23,358 ) Balance – December 31, 2021 $ 6,447 |
Summary of Fair Value of the Company's stock options granted | 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, 2021 and 2020: For the years ended 2021 2020 Exercise price $ 18.62 $ 19.00 Expected term (years) 5.9 5.5 Volatility (annual) 76.3 % 75.5 % Risk-free rate 0.9 % 0.4 % Dividend yield (per share) 0 % 0 % |
Private Warrant [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Summary of Fair Value of the Company's stock options granted | A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring the Company’s warrant liabilities that are categorized within Level 3 of the fair value hierarchy as of December 31, 2021 and 2020 is as follows: As of As of Exercise price $ 11.50 $ 11.50 Option term (years) 4.0 5.0 Volatility (annual) 32.5 % 29.4 % Risk-free rate 1.1 % 0.4 % Dividend yield (per s h 0 % 0 % |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Summary Of Property Plant And Equipment | Property, plant and equipment consist of the following at December 31 December 31, December 31, Estimated Furniture and fixtures $ 236 $ — 5 years Computers 22 — 3-5 years Total 258 — Less: accumulated depreciation (25 ) — Total property, plant and equipment, net $ 233 $ — |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Summary Of Accrued Expenses | The following table sets forth the components of accrued expenses at December 31, 2021 and 2020, respectively (in thousands): December 31, December 31, Accrued payroll $ 531 $ — Accrued bonus 2,514 — Accrued benefits 759 — Accrued manufacturing, clinical trial and related 911 — $ 4,715 $ — |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Lessee Disclosure [Abstract] | |
Summary of Quantitative Information About the Company's Operating Leases | The following summarizes quantitative information about the Company’s operating leases (dollars in thousands): For the years ended 2021 Lease cost Operating lease cost $ 619 Variable lease cost — Total operating lease expense $ 619 Other information Operating cash flows from operating leases $ 380 Right-of-use $ 4,264 Weighted-average remaining lease term – operating leases 3.9 Weighted-average discount rate – operating leases 8 % |
Summary of Future Minimum Lease Payments | As of December 31, 2021, future minimum payments during the next four years are as follows (in thousands): Year ended December 31, 2022 $ 1,049 Year ended December 31, 2023 1,261 Year ended December 31, 2024 1,284 Year ended December 31, 2025 1,336 Total 4,930 Less present value discount (756 ) Operating lease liabilities included in the Consolidated Balance Sheet at December 31, 2021 $ 4,174 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Summary of Restricted Stock Activity | A summary of restricted stock activity for the years ended December 31, 2021 and 2020 is presented below: Number of Shares Weighted Average Nonvested at January 1, 2020 375,907 $ 0.036 Restricted stock granted 173,552 0.07 Vested (188,291 ) — Nonvested at December 31, 2020 361,168 $ 0.036 Vested (178,482 ) — Nonvested at December 31, 2021 182,686 $ 0.045 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 Average 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 granted 2,367 18.62 9.3 — Options cancelled (7 ) 19.00 — — Outstanding at December 31, 2021 3,408 $ 18.74 9.2 $ 3 Options vested and exercisable at December 31, 2021 916 $ 18.67 9.0 $ — |
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, 2021 and 2020: For the years ended 2021 2020 Exercise price $ 18.62 $ 19.00 Expected term (years) 5.9 5.5 Volatility (annual) 76.3 % 75.5 % Risk-free rate 0.9 % 0.4 % Dividend yield (per share) 0 % 0 % |
Summary of Stock Based Compensation Expense | Total stock-based compensation expense recognized in the accompanying consolidated statements of operations and comprehensive loss for stock option awards is as follows (amounts in thousands): For the years ended 2021 2020 Research and development $ 14,988 $ 2,053 General and administrative 8,325 2,329 Total stock-based compensation expense $ 23,313 $ 4,382 |
Net Loss per Share Applicable_2
Net Loss per Share Applicable to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 and 2020, respectively (amounts in thousands, except per share number): For the years ended 2021 2020 Numerator: Net loss $ (39,306 ) $ (16,620 ) Denominator: Weighted average common shares outstanding, basic and diluted 17,176 5,252 Net loss per common share, basic and diluted $ (2.29 ) $ (3.16 ) |
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 years ended 2021 2020 Options outstanding 3,408 1,048 Warrants 3,295 10,134 Total 6,703 11,182 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 Year Ended 2021 2020 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit (1.0 %) 4.5 % Change in fair value of warrant liabilities 12.4 % (6.5 %) Research and development 1.4 % — Other (1.2 %) (1.0 %) Change in valuation allowance (32.6 %) (18.0 %) 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, 2021 and 2020, are as follows (amounts in thousands): As of December 31, 2021 2020 Deferred tax assets: Net operating loss $ 4,035 $ 1,785 Stock-based compensation 5,164 1,226 Depreciation and amortization 4,723 1 Research and development credit 891 3 Accruals and reserves 575 — Lease liability 877 — Total deferred income tax assets 16,265 3,015 Less: Valuation allowances (15,436 ) (3,015 ) Deferred tax assets, net of valuation allowances $ 829 $ — Deferred tax liabilities: Right of use asset (829 ) — Total deferred income tax liabilities $ (829 ) $ — Net deferred taxes $ — $ — |
Schedule of Income Tax Contingencies | The following table summarizes activity related to the Company’s gross unrecognized tax benefits (amounts in thousands): Total Balance as of December 31, 2019 $ — Increase/decrease due to prior year positions — Increase/decrease due to current year positions — Balance as of December 31, 2020 — Increase/decrease due to prior year positions Increase/decrease due to current year positions 518 Balance as of December 31, 2021 $ 518 |
Nature of Business - Additional
Nature of Business - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Incorporation date | Dec. 19, 2018 |
Business Combination [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
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 ($) $ / shares in Units, $ in Thousands | Apr. 05, 2021 | Dec. 31, 2021 | Apr. 01, 2021 | Dec. 31, 2020 |
Summary Of Significant Accounting Policies [Line Items] | ||||
No of Warrants outstanding | 3,295,000 | 10,133,767 | ||
Warrents expiration date | Mar. 5, 2025 | |||
Cash equivalents | $ 0 | |||
Liability for uncertainty in income taxes | 0 | $ 0 | ||
Accrued for interest and penalties | 0 | $ 0 | ||
Asset Impairment Charges | $ 0 | |||
Public Warrant | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
No of Warrants outstanding | 0 | 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 | |||
Class of warrants exercised | 40,491 | |||
Warrents expiration date | May 5, 2021 | |||
Private Warrants | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
No of Warrants outstanding | 3,295,000 | 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 | |||
Class of warrants exercised | 275,000 | |||
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 |
Business Combination - Addition
Business Combination - Additional Information (Details) $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($)$ / 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) - After Business Combination shares in Thousands | 12 Months Ended |
Dec. 31, 2021shares | |
Business Acquisition [Line Items] | |
Stock issued | 13,984 |
Public Stockholders | |
Business Acquisition [Line Items] | |
Stock issued | 6,564 |
Initial Stockholders | |
Business Acquisition [Line Items] | |
Stock issued | 1,640 |
Legacy Vincera Pharma Stockholders | |
Business Acquisition [Line Items] | |
Stock issued | 5,500 |
Others | |
Business Acquisition [Line Items] | |
Stock issued | 280 |
Bayer License Agreement - Addit
Bayer License Agreement - Additional Information (Details) - USD ($) $ in Thousands | Jan. 05, 2021 | Dec. 31, 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 | ||
Licence fee paid 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 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Liabilities: | ||
Liabilities fair value disclosure | $ 6,447 | $ 32,308 |
Level 1 | ||
Liabilities: | ||
Liabilities fair value disclosure | 0 | 0 |
Level 2 | ||
Liabilities: | ||
Liabilities fair value disclosure | 0 | 0 |
Level 3 | ||
Liabilities: | ||
Liabilities fair value disclosure | 6,447 | 32,308 |
Common Stock Warrant Liabilities Restates | ||
Liabilities: | ||
Liabilities fair value disclosure | 6,447 | 32,308 |
Common Stock Warrant Liabilities Restates | Level 1 | ||
Liabilities: | ||
Liabilities fair value disclosure | 0 | 0 |
Common Stock Warrant Liabilities Restates | Level 2 | ||
Liabilities: | ||
Liabilities fair value disclosure | 0 | 0 |
Common Stock Warrant Liabilities Restates | Level 3 | ||
Liabilities: | ||
Liabilities fair value disclosure | $ 6,447 | $ 32,308 |
Fair Value Measurement - Summ_2
Fair Value Measurement - Summary of Changes in Level 3 Warrant liabilities measured at fair value (Details) - Level 3 - Warrant - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $ 32,308 | $ 27,172 |
Change in fair value | (23,358) | 5,136 |
Reclassification of warrant liabilities due to warrant exercises | (2,503) | |
Ending balance | $ 6,447 | $ 32,308 |
Fair Value Measurement - Summ_3
Fair Value Measurement - Summary of Fair Value Of Private Warrants was Re-measured Based on the Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2021$ / shares | Dec. 31, 2020$ / shares | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Exercise price | $ 18.62 | $ 19 |
Option term (years) | 5 years 10 months 24 days | 5 years 6 months |
Volatility (annual) | 76.30% | 75.50% |
Risk-free rate | 0.90% | 0.40% |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Dividend yield (per share) | 0 | 0 |
Measurement Input, Exercise Price [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Exercise price | $ 11.50 | $ 11.50 |
Measurement Input, Expected Term [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Option term (years) | 4 years | 5 years |
Measurement Input, Price Volatility [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Volatility (annual) | 32.50% | 29.40% |
Measurement Input, Risk Free Interest Rate [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Risk-free rate | 1.10% | 0.40% |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net - Summary Of Property Plant And Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 258 | $ 0 |
Less: accumulated depreciation | (25) | 0 |
Total property, plant and equipment, net | 233 | 0 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 236 | 0 |
Property plant and equipment, useful life | 5 years | |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 22 | $ 0 |
Computer Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, useful life | 5 years | |
Computer Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, useful life | 3 years |
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 |
Accrued Liabilities - Summary O
Accrued Liabilities - Summary Of Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued payroll | $ 531 | $ 0 |
Accrued bonus | 2,514 | 0 |
Accrued benefits | 759 | 0 |
Accrued manufacturing, clinical trial and related | 911 | 0 |
Total Accrued Liabilities | $ 4,715 | $ 0 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | Dec. 23, 2020 | Dec. 31, 2021 |
Lessee, Lease, Description [Line Items] | ||
Duration of lease agreement | 5 years | |
Date of lease Commencement | Jan. 1, 2021 | |
Annual lease rent | $ 1,200 | $ 619 |
Operating lease liabilities | 4,174 | |
Operating Right of Use Assets | $ 3,949 |
Leases - Summary of Quantitativ
Leases - Summary of Quantitative Information About the Company's Operating Leases (Details) - USD ($) $ in Thousands | Dec. 23, 2020 | Dec. 31, 2021 |
Lease, Cost [Abstract] | ||
Operating lease cost | $ 619 | |
Variable lease cost | 0 | |
Total operating lease expense | $ 1,200 | 619 |
Operating cash flows from operating leases | 380 | |
Right-of-use assets obtained in exchange for operating lease liabilities | $ 4,264 | |
Weighted-average remaining lease term – operating leases | 3 years 10 months 24 days | |
Weighted-average discount rate – operating leases | 8.00% |
Leases - Summary of Future Mini
Leases - Summary of Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Lessee Disclosure [Abstract] | |
Year ended December 31, 2022 | $ 1,049 |
Year ended December 31, 2023 | 1,261 |
Year ended December 31, 2024 | 1,284 |
Year ended December 31, 2025 | 1,336 |
Total | 4,930 |
Less present value discount | (756) |
Operating lease liabilities | $ 4,174 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Restricted Stock Activity (Details) - Restricted Stock - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Beginning balance, Shares | 361,168 | 375,907 |
Restricted stock granted, Shares | 173,552 | |
Vested, Shares | (178,482) | (188,291) |
Ending balance, Shares | 182,686 | 361,168 |
Beginning balance, Weighted Average | $ 0.036 | $ 0.036 |
Restricted stock granted, Weighted Average | 0.07 | |
Vested, Weighted Average | 0 | 0 |
Ending balance, Weighted Average | $ 0.045 | $ 0.036 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) | Apr. 05, 2021 | Apr. 01, 2021 | May 31, 2020 | Jul. 31, 2019 | Aug. 31, 2019 | Aug. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 |
Class Of Stock [Line Items] | ||||||||
Preferred stock shares authorized | 30,000,000 | 30,000,000 | ||||||
Preferred stock par value | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock shares outstanding | 0 | 0 | ||||||
Common stock shares authorized | 120,000,000 | 120,000,000 | ||||||
Common stock par value | $ 0.0001 | $ 0.0001 | ||||||
Unrecognized stock based compensation | $ 13.8 | |||||||
Amotization period of unrecognized stock based compensation | 9 months 18 days | |||||||
No of Warrents outstanding | 3,295,000 | 10,133,767 | ||||||
Warrents expiration date | Mar. 5, 2025 | |||||||
Common stock shares issued | 21,057,560 | 13,984,441 | ||||||
Common unit outstanding | 2,744,586 | |||||||
Common stock shares outstanding | 21,057,560 | 13,984,441 | ||||||
Proceeds from warrants exercised for cash | $ 40,671,000 | |||||||
Adjustments to additional paid in capital, warrant issued | 2,503,000 | |||||||
Proceeds from Issuance of Private Placement | $ 47,431,000 | |||||||
Proceeds from Issuance of Common Stock | $ 1,000 | |||||||
Employee Stock Purchase Plan [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Stock issued during period shares employee stock purchase plans | 36,485 | |||||||
Stock issued during period value employee stock purchase plans | $ 351,000 | |||||||
Public Warrant | ||||||||
Class Of Stock [Line Items] | ||||||||
No of Warrents outstanding | 0 | 6,563,767 | ||||||
Shares issued price per warrant | $ 11.50 | |||||||
Class of warrents exercised | 40,491 | |||||||
Warrents expiration date | May 5, 2021 | |||||||
Exercise price per share | $ 0.01 | |||||||
Temporary Equity, Redemption Price Per Share | $ 0.01 | |||||||
Proceeds from warrants exercised for cash | $ 6,100,000 | |||||||
Adjustments to additional paid in capital, warrant issued | $ 31,400,000 | |||||||
Private Warrants | ||||||||
Class Of Stock [Line Items] | ||||||||
No of Warrents outstanding | 3,295,000 | 3,570,000 | ||||||
Shares issued price per warrant | $ 11.50 | |||||||
Class of warrents exercised | 275,000 | |||||||
Class of warrant or right redemption threshold trading days | 20 days | |||||||
Class of warrant or right redemption threshold consecutive trading days | 30 days | |||||||
Proceeds from Issuance of Common Stock | $ 3,200,000 | |||||||
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 | $ 9,000 | |||||||
Amotization period of unrecognized stock based compensation | 2 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 | $ 6,000 | |||||||
Stock issued for services | 173,552 | |||||||
Stock issued per share | $ 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) | |||||||
Issuance of common stock | 1,618,199 | |||||||
Common Stock | ||||||||
Class Of Stock [Line Items] | ||||||||
Issuance of common stock | 3,500 | |||||||
Issuance of restricted stock, Shares | 304 | |||||||
Common Stock | Private Placement [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Issuance of common stock | 3,500,000 | |||||||
Share price | $ 14.50 | |||||||
Proceeds from Issuance of Private Placement | $ 47,400,000 | |||||||
Payments of Stock Issuance Costs | $ 3,300,000 | |||||||
Common Stock | Private Warrants | ||||||||
Class Of Stock [Line Items] | ||||||||
Share redemption trigger price | $ 20 |
Stock Based Compensation - Addi
Stock Based Compensation - Additional Information (Details) - USD ($) | May 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | May 31, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized stock based compensation | $ 13.8 | |||
Amotization period of unrecognized stock based compensation | 9 months 18 days | |||
Stock based compensation expense | $ 23,313,000 | $ 4,382,000 | ||
Share-based Payment Arrangement, Expense | 23,313,000 | 4,382,000 | ||
Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized stock based compensation | $ 9,000 | |||
Amotization period of unrecognized stock based compensation | 2 years 4 months 24 days | |||
Stock based compensation expense | $ 23,100,000 | $ 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 | 3,490,046 | |||
Employee Stock Purchase Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares of common stock reserved for issuance | 163,515 | 200,000 | ||
Employee stock purchase plan annual increase shares percentage | 1.00% | |||
Employee stock purchase plan annual increase shares, shares | 500,000 | |||
Share based compensation arrangement by share based payment award, discount from market price | 15.00% | |||
Purchase price of common stock expressed as a percentage of its fair value | 85.00% | |||
Stock issued during period shares employee stock purchase plans | 36,485 | |||
Share-based Payment Arrangement, Expense | $ 176,000 |
Stock Based Compensation - Sche
Stock Based Compensation - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options granted, Stock Options | 2,367 | 1,048,000 |
Options cancelled, Stock Options | (7) | |
Outstanding, Stock Options | 3,408 | 1,048,000 |
Options vested and exercisable, Stock Options | 916,000 | |
Options granted, Weighted Average Exercise Price | $ 18.62 | $ 19 |
Options cancelled, Weighted Average Exercise Price | 19 | |
Outstanding, Weighted Average Exercise Price | 18.74 | $ 19 |
Options vested and exercisable, Weighted Average Exercise Price | $ 18.67 | |
Options granted, Weighted Average Remaining Contractual Life | 9 years 3 months 18 days | 10 years |
Outstanding, Outstanding, Weighted Average Remaining Contractual Life | 9 years 2 months 12 days | 10 years |
Options vested and exercisable, Weighted Average Remaining Contractual Life | 9 years | |
Outstanding, Aggregate Intrinsic Value | $ 3 |
Stock Based Compensation - Sc_2
Stock Based Compensation - Schedule of Weighted-Average Assumptions Used to Estimate Fair Value of Stock Options and Restricted Stock Awards using Black-Scholes Option Valuation Model (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Exercise price | $ 18.62 | $ 19 |
Expected term (years) | 5 years 10 months 24 days | 5 years 6 months |
Volatility (annual) | 76.30% | 75.50% |
Risk-free rate | 0.90% | 0.40% |
Dividend yield (per share) | 0.00% | 0.00% |
Stock Based Compensation - Sc_3
Stock Based Compensation - Schedule of Employee Service Share Based Compensation Allocation of Recognized Period Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Payment Arrangement, Expense | $ 23,313 | $ 4,382 |
Research and Development [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Payment Arrangement, Expense | 14,988 | 2,053 |
General and Administrative [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Payment Arrangement, Expense | $ 8,325 | $ 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 | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (39,306) | $ (16,620) |
Denominator: | ||
Weighted average common shares outstanding, basic and diluted | 17,176 | 5,252 |
Net loss per common share, basic and diluted | $ (2.29) | $ (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 | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 6,703,000 | 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 | 3,408,000 | 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 | 3,295,000 | 10,134 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax rate | 21.00% | 21.00% |
State taxes, net of federal tax benefit | (1.00%) | 4.50% |
Change in fair value of warrant liabilities | 12.40% | (6.50%) |
Research and development | 1.40% | |
Other | (1.20%) | (1.00%) |
Change in valuation allowance | (32.60%) | (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, 2021 | Dec. 31, 2020 |
Deferred tax asset | ||
Net operating loss | $ 4,035 | $ 1,785 |
Stock-based compensation | 5,164 | 1,226 |
Depreciation and amortization | 4,723 | 1 |
Research and development credit | 891 | 3 |
Accruals and reserves | 575 | 0 |
Lease liability | 877 | 0 |
Total deferred income tax assets | 16,265 | 3,015 |
Less: Valuation allowances | (15,436) | (3,015) |
Deferred tax assets, net of valuation allowances | 829 | 0 |
Deferred Tax Liabilities, Net [Abstract] | ||
Right of use asset | (829) | 0 |
Total deferred income tax liabilities | (829) | 0 |
Net deferred taxes | $ 0 | $ 0 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Uncertainties [Abstract] | ||
Unrecognized Tax Benefits | $ 0 | $ 0 |
Unrecognized Tax Benefits, Increase Decrease Resulting From Prior Period Tax Positions | 0 | |
Unrecognized Tax Benefits, Increase Decrease Resulting From Current Period Tax Positions | 518 | 0 |
Unrecognized Tax Benefits | $ 518 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2021 | 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 | 0 |
Increase in valuation allowance | $ 12,400,000 | $ 3,000,000 | |
Tax credit carry forward expiration year | 2039 days | ||
Minimum [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Open Tax Year | 2019 | ||
Maximum [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Open Tax Year | 2021 | ||
U.S. Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforward | $ 19,000,000 | $ 19,000,000 | |
State | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carry forward expiration year | 2039 days | ||
Net operating loss carryforward | 700,000 | $ 700,000 | |
Research [Member] | U.S. Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Tax carry forward | 1,000 | 1,000 | |
Research [Member] | State | |||
Operating Loss Carryforwards [Line Items] | |||
Tax carry forward | $ 500 | $ 500 |