Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | Apr. 30, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Vincerx Pharma, Inc. | |
Entity Central Index Key | 0001796129 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 21,057,560 | |
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 Quarterly Report | true | |
Document Transition Report | false | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | VINC | |
Security Exchange Name | NASDAQ |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 96,486 | $ 111,459 |
Restricted cash | 67 | 105 |
Prepaid expenses | 1,268 | 182 |
Other current assets | 243 | 95 |
Total Current Assets | 98,064 | 111,841 |
Right-of-use assets | 3,733 | 3,949 |
Property, plant and equipment, net | 217 | 233 |
Other assets | 1,867 | 1,653 |
Total Assets | 103,881 | 117,676 |
Current Liabilities | ||
Accounts payable | 3,386 | 2,019 |
Accrued expenses | 6,051 | 4,715 |
Lease liability | 852 | 738 |
Common stock warrant liabilities | 1,236 | 6,447 |
Total Current Liabilities | 11,525 | 13,919 |
Lease liability, net of current portion | 3,186 | 3,436 |
Total Liabilities | 14,711 | 17,355 |
Commitments and contingencies—Note 5 | ||
Stockholders' equity | ||
Preferred stock, $0.0001 par value; 30,000,000 shares authorized, none issued and outstanding as of March 31, 2022 and December 31, 2021 | 0 | 0 |
Common stock, $0.0001 par value; 120,000,000 shares authorized, 21,057,560 shares issued and outstanding as of March 31, 2022 and December 31, 2021 | 2 | 2 |
Additional paid-in capital | 161,569 | 156,311 |
Accumulated other comprehensive loss | (6) | (21) |
Accumulated deficit | (72,395) | (55,971) |
Total stockholders' equity | 89,170 | 100,321 |
Total liabilities and stockholders' equity | $ 103,881 | $ 117,676 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
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 | 21,057,560 |
Common stock shares outstanding | 21,057,560 | 21,057,560 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating expenses: | ||
General and administrative | $ 5,656 | $ 4,791 |
Research and development | 15,971 | 4,834 |
Total operating expenses | 21,627 | 9,625 |
Loss from operations | (21,627) | (9,625) |
Other income (expense) | ||
Change in fair value of warrant liabilities | 5,211 | 3,349 |
Other expense | (8) | 0 |
Total other income | 5,203 | 3,349 |
Net loss | (16,424) | (6,276) |
Other comprehensive income: | ||
Net foreign currency translation gain | 15 | |
Comprehensive loss | $ (16,409) | $ (6,276) |
Net loss per common share, basic and diluted | $ (0.79) | $ (0.46) |
Weighted average common shares outstanding, basic and diluted | 20,896 | 13,735 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED 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, 2020 | $ 25,379 | $ 1 | $ 42,043 | $ (16,665) | ||
Beginning Balance, Shares at Dec. 31, 2020 | 13,984 | |||||
Stock-based compensation | 4,715 | 4,715 | ||||
Issuance of common stock from warrant exercises | 0 | $ (8,182) | 8,182 | |||
Issuance of common stock from warrant exercises, Shares | 712 | |||||
Reclassification of warrant liabilities to equity due to warrant exercises | 1,735 | 1,735 | ||||
Net loss | (6,276) | (6,276) | ||||
Ending Balance at Mar. 31, 2021 | 25,553 | $ 1 | $ (8,182) | 56,675 | (22,941) | |
Ending Balance, Shares at Mar. 31, 2021 | 14,696 | |||||
Beginning Balance at Dec. 31, 2021 | 100,321 | $ 2 | 156,311 | $ (21) | (55,971) | |
Beginning Balance, Shares at Dec. 31, 2021 | 21,057 | |||||
Stock-based compensation | 5,258 | 5,258 | ||||
Cumulative translation adjustment | 15 | 15 | ||||
Net loss | (16,424) | (16,424) | ||||
Ending Balance at Mar. 31, 2022 | $ 89,170 | $ 2 | $ 161,569 | $ (6) | $ (72,395) | |
Ending Balance, Shares at Mar. 31, 2022 | 21,057 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (16,424) | $ (6,276) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 14 | |
Stock-based compensation | 5,258 | 4,715 |
Amortization of right-of-use assets | 216 | (25) |
Change in fair value of warrant liabilities | (5,211) | (3,349) |
Changes in operating assets and liabilities: | ||
Prepaid and other current assets | (1,234) | 265 |
Other assets | (214) | (138) |
Accounts payable | 1,367 | (30) |
Accrued expenses | 1,336 | 1,390 |
Due to related parties | (14) | |
Lease liabilities | (136) | 25 |
Net cash used in operating activities | (15,028) | (3,437) |
Cash Flows from Investing Activities: | ||
Research and development-acquired license | 0 | (5,000) |
Net cash used in investing activities | 0 | (5,000) |
Effect of exchange rate changes on cash and restricted cash | 17 | |
Net decrease in cash and restricted cash | (15,011) | (8,437) |
Cash and restricted cash at beginning of period | 111,564 | 61,792 |
Cash and restricted cash at end of period | $ 96,553 | 53,355 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 25 | |
Supplemental schedule of non-cash investing and financing activities: | ||
Receivable from warrants exercised for cash | 8,182 | |
Reclassification of warrant liabilities to equity due to warrant exercises | $ 1,735 |
Nature of Business
Nature of Business | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | NOTE 1. NATURE OF BUSINESS LSAC was initially formed on December 19, 2018 as a Delaware corporation for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. In December 2020, the Merger Sub merged with and into Legacy Vincera Pharma, with Legacy Vincera Pharma surviving the Merger as a wholly- owned subsidiary of LSAC. In connection with the Business Combination, LSAC changed its name to Vincera Pharma, Inc., and subsequently in January 2021, 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 3), pursuant to which the Company has been granted an exclusive, royalty-bearing, worldwide license under certain Bayer patents and know-how follow-on During the early months of 2020, COVID-19 COVID-19 COVID-19 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K 10-K 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 our accrued clinical trial and manufacturing expenses, 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. Significant Accounting Policies There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the Company’s Annual Report on Form 10-K. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40): In May 2021, the FASB issued ASU 2021-04, 470-50), 815-40)”. |
Bayer License
Bayer License | 3 Months Ended |
Mar. 31, 2022 | |
Bayer License [Abstract] | |
Bayer License | NOTE 3. BAYER LICENSE On October 7, 2020, the Company 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, the Company has an exclusive, worldwide, royalty-bearing license under certain Bayer patents and know-how Following the closing of the Business Combination, the Company paid Bayer a $5.0 million upfront license fee on January 5, 2021. 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. As of March 31, 2022, no development and commercial sales milestones under the Bayer License Agreement have been met. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 4. 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 March 31, 2022 Level 1 Level 2 Level 3 Total Liabilities: Common stock warrant liabilities $ — $ — $ 1,236 $ 1,236 Total fair value $ — $ — $ 1,236 $ 1,236 Fair Value Measured as of December 31, Level 1 Level 2 Level 3 Total Liabilities: Common stock warrant liabilities $ — $ — $ 6,447 $ 6,447 Total fair value $ — $ — $ 6,447 $ 6,447 The Company performs procedures such as comparing prices obtained from independent sources to ensure that appropriate fair values are recorded. Because the transfer of certain private warrants to anyone outside of a small group of individuals constituting the sponsors of LSAC would result in these private warrants having similar terms as the public warrants, management determined that the fair value of each of these private warrants is approximately double that of a public warrant, with a modest adjustment for short-term marketability restrictions. Accordingly, these private warrants are classified as Level 3 financial instruments. The estimated fair value of the private warrants is determined with Level 3 inputs using Black-Scholes and Monte Carlo simulations. There were no changes to the number of private warrants underlying the Level 3 financial instruments during the three-month period ended March 31, 2022. There were no transfers between Level 1, 2 or 3 during the three-month period ended March 31, 2022. The following table presents changes in Level 3 liabilities measured at fair value for the three-month period ended March 31, 2022. 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 – January 1, 2022 $ 6,447 Change in fair value (5,211 ) Balance – March 31, 2022 $ 1,236 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 March 31, 2022 and December 31, 2021 is as follows: As of As of Stock price $ 4.00 $ 10.19 Exercise price $ 11.50 $ 11.50 Option term (years) 3.7 4.0 Volatility (annual) 48.4 % 32.5 % Risk-free rate 2.4 % 1.1 % Dividend yield (per share) 0 % 0 % |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 5. COMMITMENTS AND CONTINGENCIES Leases On December 23. 2020, the Company entered into a 5-year At March 31, 2022, the Company had operating lease liabilities of approximately $4.0 million and right of use assets of approximately $3.7 million, which were included in the condensed consolidated balance sheets. The following summarizes quantitative information about the Company’s operating leases (amounts in thousands): For the three months 2022 2021 Lease cost Operating lease cost $ 299 $ 41 Variable lease cost — — Total operating lease expense $ 299 $ 41 Other information Operating cash flows from operating leases $ 219 $ 28 Right-of-use $ — $ 3,347 Weighted-average remaining lease term – operating leases 3.8 4.8 Weighted-average discount rate – operating leases 8 % 8 % As of March 31, 2022, future minimum payments during the next three years are as follows (in thousands): Remaining period ended December 31, 2022 $ 826 Year ended December 31, 2023 1,261 Year ended December 31, 2024 1,284 Year ended December 31, 2025 1,336 Total 4,707 Less present value discount (669 ) Operating lease liabilities included in the Condensed Consolidated Balance Sheet at March 31, 2022 $ 4,038 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 6. 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 March 31, 2022 and December 31, 2021, there were 21,057,560 shares of common stock outstanding and no shares of preferred stock outstanding. Restricted Shares A summary of restricted stock activity for the three months ended March 31, 2022 is presented below: Number of Shares Weighted Average Grant Date Fair Value per Share Nonvested at January 1, 2022 182,686 $ 0.045 Vested (33,203 ) — Nonvested at March 31, 2022 149,483 $ 0.049 As of March 31, 2022, there was approximately $7,500 of unrecognized stock-based compensation related to restricted stock that will be amortized in 2.2 years. Warrants As of March 31, 2022, there were 3,295,000 private warrants to purchase common stock outstanding. No public warrants remain outstanding at March 31, 2022. Each public warrant entitled the registered holder to purchase one-half 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 $11.50 per share and (ii) such private warrants will be exercisable for cash (even if a registration statement covering the shares of common stock issuable upon exercise of such private warrants is not effective) or on a cashless basis, at the holder’s option (except with respect to 500,000 of the private warrants held by Rosedale Park, LLC and 500,000 of the private warrants held by LifeSci Holdings LLC, which were amended to remove the cashless exercise provision), and will not be redeemable by the Company (except with respect to 500,000 of the private warrants held by Rosedale Park, LLC and 500,000 of the private warrants held by LifeSci Holdings LLC, which were amended to include a redemption provision substantially identical to that of the public warrants; provided, however, that such redemption rights may not be exercised during the first 12 months following the closing of the Business Combination unless the last sales price of the Company’s common stock has been equal to or greater than $20.00 per share for any 20 trading days within a 30 trading day period ending on the third business day prior to the date on which notice of redemption is given), in each case so long as they are still held by the initial purchasers or their affiliates. The private warrants purchased by Rosedale Park, LLC, will expire on March 5, 2025, provided that once the private warrants are not beneficially owned by Chardan Capital Markets, LLC or any of its related persons anymore, the private warrants may not be exercised five years 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 4). |
Equity Incentive Plans
Equity Incentive Plans | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Equity Incentive Plans | NOTE 7. EQUITY INCENTIVE PLANS In connection with the Business Combination, the stockholders approved the Vincerx Pharma, Inc. 2020 Stock Incentive Plan (the “2020 Plan”), which became effective upon the closing of the Business Combination on December 23, 2020. As of March 31, 2022, the Company had 4,542,924 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 2020 Plan is as follows (amounts in thousands, except per share amounts): Stock Options Weighted Average Exercise Price Weighted Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding at January 1, 2022 3,408 $ 18.74 9.2 $ 3 Options granted 993 6.26 10.0 — Options cancelled (73 ) 18.44 — — Outstanding at March 31, 2022 4,328 $ 15.88 9.1 $ — Options vested and exercisable at March 3, 2022 1,378 $ 19.19 8.8 $ — 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 $5.3 million and $4.7 million during the three-months ended March 31, 2022 and 2021, respectively. As of March 31, 2022, the Company had stock-based compensation of approximately $13.0 million related to unvested stock options not yet recognized that are expected to be recognized over an estimated weighted average period of 1.1 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 three-months ended March 31, 2022 and 2021: For the three months 2022 2021 Exercise price $ 6.26 $ 20.70 Expected term (years) 6.0 5.9 Volatility (annual) 83.6 % 75.5 % Risk-free rate 1.9 % 0.8 % Dividend yield (per share) 0 % 0 % Total stock-based compensation expense recognized in the three-months ended March 31, 2022 and 2021 was as follows (amounts in thousands): For the three months 2022 2021 Research and development $ 3,484 $ 2,678 General and administrative 1,774 2,037 Total stock-based compensation expense $ 5,258 $ 4,715 |
Net Loss per Share Applicable t
Net Loss per Share Applicable to Common Stockholders | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss per Share Applicable to Common Stockholders | NOTE 8. 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 three-months ended March 31, 2022 and 2021 (amounts in thousands, except per share number): For the three months 2022 2021 Numerator: Net loss $ (16,424 ) $ (6,276 ) Denominator: Weighted average common shares outstanding, basic and diluted 20,896 13,735 Net loss per common share, basic and diluted $ (0.79 ) $ (0.46 ) 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 (amount in thousands): For the three months 2022 2021 Options outstanding 4,328 2,014 Warrants 3,295 8,896 Total 7,623 10,910 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K 10-K |
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 our accrued clinical trial and manufacturing expenses, 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. |
Significant Accounting Policies | Significant Accounting Policies There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the Company’s Annual Report on Form 10-K. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40): In May 2021, the FASB issued ASU 2021-04, 470-50), 815-40)”. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 Level 1 Level 2 Level 3 Total Liabilities: Common stock warrant liabilities $ — $ — $ 1,236 $ 1,236 Total fair value $ — $ — $ 1,236 $ 1,236 Fair Value Measured as of December 31, Level 1 Level 2 Level 3 Total Liabilities: Common stock warrant liabilities $ — $ — $ 6,447 $ 6,447 Total fair value $ — $ — $ 6,447 $ 6,447 |
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 three-month period ended March 31, 2022. 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 – January 1, 2022 $ 6,447 Change in fair value (5,211 ) Balance – March 31, 2022 $ 1,236 |
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 three-months ended March 31, 2022 and 2021: For the three months 2022 2021 Exercise price $ 6.26 $ 20.70 Expected term (years) 6.0 5.9 Volatility (annual) 83.6 % 75.5 % Risk-free rate 1.9 % 0.8 % 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 March 31, 2022 and December 31, 2021 is as follows: As of As of Stock price $ 4.00 $ 10.19 Exercise price $ 11.50 $ 11.50 Option term (years) 3.7 4.0 Volatility (annual) 48.4 % 32.5 % Risk-free rate 2.4 % 1.1 % Dividend yield (per share) 0 % 0 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Contractual Obligation, Fiscal Year Maturity [Abstract] | |
Summary of Quantitative Information About the Company's Operating Leases | The following summarizes quantitative information about the Company’s operating leases (amounts in thousands): For the three months 2022 2021 Lease cost Operating lease cost $ 299 $ 41 Variable lease cost — — Total operating lease expense $ 299 $ 41 Other information Operating cash flows from operating leases $ 219 $ 28 Right-of-use $ — $ 3,347 Weighted-average remaining lease term – operating leases 3.8 4.8 Weighted-average discount rate – operating leases 8 % 8 % |
Summary of Future Minimum Lease Payments | As of March 31, 2022, future minimum payments during the next three years are as follows (in thousands): Remaining period ended December 31, 2022 $ 826 Year ended December 31, 2023 1,261 Year ended December 31, 2024 1,284 Year ended December 31, 2025 1,336 Total 4,707 Less present value discount (669 ) Operating lease liabilities included in the Condensed Consolidated Balance Sheet at March 31, 2022 $ 4,038 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Summary of Restricted Stock Activity | A summary of restricted stock activity for the three months ended March 31, 2022 is presented below: Number of Shares Weighted Average Grant Date Fair Value per Share Nonvested at January 1, 2022 182,686 $ 0.045 Vested (33,203 ) — Nonvested at March 31, 2022 149,483 $ 0.049 |
Equity Incentive Plans (Tables)
Equity Incentive Plans (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | Stock option activity under the 2020 Plan is as follows (amounts in thousands, except per share amounts): Stock Options Weighted Average Exercise Price Weighted Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding at January 1, 2022 3,408 $ 18.74 9.2 $ 3 Options granted 993 6.26 10.0 — Options cancelled (73 ) 18.44 — — Outstanding at March 31, 2022 4,328 $ 15.88 9.1 $ — Options vested and exercisable at March 3, 2022 1,378 $ 19.19 8.8 $ — |
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 three-months ended March 31, 2022 and 2021: For the three months 2022 2021 Exercise price $ 6.26 $ 20.70 Expected term (years) 6.0 5.9 Volatility (annual) 83.6 % 75.5 % Risk-free rate 1.9 % 0.8 % Dividend yield (per share) 0 % 0 % |
Summary of Stock Based Compensation Expense | Total stock-based compensation expense recognized in the three-months ended March 31, 2022 and 2021 was as follows (amounts in thousands): For the three months 2022 2021 Research and development $ 3,484 $ 2,678 General and administrative 1,774 2,037 Total stock-based compensation expense $ 5,258 $ 4,715 |
Net Loss per Share Applicable_2
Net Loss per Share Applicable to Common Stockholders (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 three-months ended March 31, 2022 and 2021 (amounts in thousands, except per share number): For the three months 2022 2021 Numerator: Net loss $ (16,424 ) $ (6,276 ) Denominator: Weighted average common shares outstanding, basic and diluted 20,896 13,735 Net loss per common share, basic and diluted $ (0.79 ) $ (0.46 ) |
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 (amount in thousands): For the three months 2022 2021 Options outstanding 4,328 2,014 Warrants 3,295 8,896 Total 7,623 10,910 |
Nature of Business - Additional
Nature of Business - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Incorporation date | Dec. 19, 2018 |
Bayer License - Additional Info
Bayer License - Additional Information (Details) - USD ($) $ in Millions | Jan. 05, 2021 | Mar. 31, 2022 |
Bayer License [Line Items] | ||
Date of licence agreement with Bayer | Oct. 7, 2020 | |
Licence fee paid to Bayer | $ 5 | |
Aggregate milestone payments Payable to Bayer | $ 1,000 | |
Minimum [Member] | ||
Bayer License [Line Items] | ||
Milestone payments payables per licenced product to Bayer | 110 | |
Maximum [Member] | ||
Bayer License [Line Items] | ||
Milestone payments payables per licenced product to Bayer | $ 318 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Liabilities: | ||
Liabilities fair value disclosure | $ 1,236 | $ 6,447 |
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 | 1,236 | 6,447 |
Common Stock Warrant Liabilities Restates | ||
Liabilities: | ||
Liabilities fair value disclosure | 1,236 | 6,447 |
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 | $ 1,236 | $ 6,447 |
Fair Value Measurement - Summ_2
Fair Value Measurement - Summary of Changes in Level 3 Warrant liabilities measured at fair value (Details) - Level 3 - Warrant $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | $ 6,447 |
Change in fair value | (5,211) |
Ending balance | $ 1,236 |
Fair Value Measurement - Summ_3
Fair Value Measurement - Summary of Fair Value Of Private Warrants was Re-measured Based on the Assumptions (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022$ / shares | Mar. 31, 2021$ / shares | Dec. 31, 2021$ / shares | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Exercise price | $ 6.26 | $ 20.70 | |
Option term (years) | 6 years | 5 years 10 months 24 days | |
Volatility (annual) | 83.60% | 75.50% | |
Risk-free rate | 1.90% | 0.80% | |
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, Share Price [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Stock price | $ 4 | $ 10.19 | |
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) | 3 years 8 months 12 days | 4 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) | 48.40% | 32.50% | |
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 | 2.40% | 1.10% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands | Dec. 23, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Loss Contingencies [Line Items] | ||||
Duration of lease agreement | 5 years | |||
Date of lease Commencement | Jan. 1, 2021 | |||
Annual lease rent | $ 1,100 | $ 299 | $ 41 | |
Operating lease liabilities | 4,038 | |||
Operating Right of Use Assets | $ 3,733 | $ 3,949 |
Commitments and Contingencies
Commitments and Contingencies - Summary of Quantitative Information About the Company's Operating Leases (Details) - USD ($) $ in Thousands | Dec. 23, 2020 | Mar. 31, 2022 | Mar. 31, 2021 |
Lease cost | |||
Operating lease cost | $ 299 | $ 41 | |
Variable lease cost | 0 | 0 | |
Total operating lease expense | $ 1,100 | 299 | 41 |
Operating cash flows from operating leases | 219 | 28 | |
Right-of-use assets obtained in exchange for operating lease liabilities | $ 3,347 | ||
Weighted-average remaining lease term – operating leases (years) | 3 years 9 months 18 days | 4 years 9 months 18 days | |
Weighted-average discount rate – operating leases | 8.00% | 8.00% |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Future Minimum Lease Payments (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Contractual Obligation, Fiscal Year Maturity [Abstract] | |
Remaining period ended December 31, 2021 | $ 826 |
Year ended December 31, 2023 | 1,261 |
Year ended December 31, 2024 | 1,284 |
Year ended December 31, 2025 | 1,336 |
Total | 4,707 |
Less present value discount | (669) |
Operating lease liabilities included in the Condensed Consolidated Balance Sheet at March 31, 2022 | $ 4,038 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Restricted Stock Activity (Details) - Restricted Stock | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Beginning balance, Shares | shares | 182,686 |
Vested, Shares | shares | (33,203) |
Ending balance, Shares | shares | 149,483 |
Beginning balance, Weighted Average | $ / shares | $ 0.045 |
Vested, Weighted Average | $ / shares | 0 |
Ending balance, Weighted Average | $ / shares | $ 0.049 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
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 | |
Amotization period of unrecognized stock based compensation | 1 year 1 month 6 days | |
Common stock shares outstanding | 21,057,560 | 21,057,560 |
Public Warrant | ||
Class Of Stock [Line Items] | ||
No of Warrents outstanding | 0 | |
Common stock conversion | purchase one-half (1/2) of a share of common stock at a price of $11.50 per whole share of common stock | |
Shares issued price per warrant | $ 11.50 | |
Private Warrants | ||
Class Of Stock [Line Items] | ||
No of Warrents outstanding | 3,295,000 | |
Common stock conversion | each private warrant is exercisable for one share of common stock at an exercise price of $11.50 | |
Class of warrant or right redemption threshold trading days | 20 days | |
Class of warrant or right redemption threshold consecutive trading days | 30 days | |
Warrant expiration term | 5 years | |
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 | $ 7,500 | |
Amotization period of unrecognized stock based compensation | 2 years 2 months 12 days | |
Private Placement | ||
Class Of Stock [Line Items] | ||
Shares issued price per warrant | $ 11.50 | |
Common Stock | Private Warrants | ||
Class Of Stock [Line Items] | ||
Share redemption trigger price | $ 20 |
Equity Incentive Plans - Additi
Equity Incentive Plans - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized stock based compensation | $ 13 | |
Amotization period of unrecognized stock based compensation | 1 year 1 month 6 days | |
Stock based compensation expense | $ 5,258,000 | $ 4,715,000 |
Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized stock based compensation | $ 7,500 | |
Amotization period of unrecognized stock based compensation | 2 years 2 months 12 days | |
Stock based compensation expense | $ 5,300,000 | $ 4,700,000 |
Twenty Thousand Twenty Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares of common stock reserved for issuance | 4,542,924 |
Equity Incentive Plans - Schedu
Equity Incentive Plans - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding, Stock Options | 3,408 | |
Options granted, Stock Options | 993 | |
Options cancelled, Stock Options | (73) | |
Outstanding, Stock Options | 4,328 | |
Options vested and exercisable, Stock Options | 1,378 | 3,408 |
Outstanding, Weighted Average Exercise Price | $ 18.74 | |
Options granted, Weighted Average Exercise Price | 6.26 | |
Options cancelled, Aggregate Intrinsic Value | 18.44 | |
Outstanding, Weighted Average Exercise Price | 15.88 | $ 18.74 |
Options vested and exercisable, Weighted Average Exercise Price | $ 19.19 | |
Outstanding, Outstanding, Weighted Average Remaining Contractual Life | 9 years 1 month 6 days | 9 years 2 months 12 days |
Options granted, Weighted Average Remaining Contractual Life | 10 years | |
Outstanding, Outstanding, Weighted Average Remaining Contractual Life | 9 years 1 month 6 days | 9 years 2 months 12 days |
Options vested and exercisable, Weighted Average Remaining Contractual Life | 8 years 9 months 18 days | |
Outstanding, Aggregate Intrinsic Value | $ 3 |
Equity Incentive Plans - Sche_2
Equity Incentive Plans - Schedule of Weighted-Average Assumptions Used to Estimate Fair Value of Stock Options and Restricted Stock Awards using Black-Scholes Option Valuation Model (Details) - $ / shares | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |||
Exercise price | $ 6.26 | $ 20.70 | |
Expected term (years) | 6 years | 5 years 10 months 24 days | |
Volatility (annual) | 83.60% | 75.50% | |
Risk-free rate | 1.90% | 0.80% | |
Dividend yield (per share) | 0.00% | 0.00% |
Equity Incentive Plans - Sche_3
Equity Incentive Plans - Schedule of Employee Service Share Based Compensation Allocation of Recognized Period Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Payment Arrangement, Expense | $ 5,258 | $ 4,715 |
Research and Development [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Payment Arrangement, Expense | 3,484 | 2,678 |
General and Administrative [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Payment Arrangement, Expense | $ 1,774 | $ 2,037 |
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 | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (16,424) | $ (6,276) |
Denominator: | ||
Weighted average common shares outstanding, basic and diluted | 20,896 | 13,735 |
Net loss per common share, basic and diluted | $ (0.79) | $ (0.46) |
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 shares in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 7,623 | 10,910 |
Option Outstanding [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,328 | 2,014 |
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 | 8,896 |