Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 13, 2021 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Entity File Number | 001-40544 | |
Entity Registrant Name | AEROVATE THERAPEUTICS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 83-1377888 | |
Entity Address State Or Province | MA | |
Entity Address, Address Line One | 200 Berkeley Street, | |
Entity Address, Adress Line Two | Floor 18 | |
Entity Address, City or Town | Boston | |
Entity Address, Postal Zip Code | 02116 | |
City Area Code | (617) | |
Local Phone Number | 443-2400 | |
Title of 12(b) Security | Common stock, par value $0.0001 per share | |
Trading Symbol | AVTE | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 24,410,393 | |
Entity Central Index Key | 0001798749 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 59,150 | $ 4,573 |
Prepaid expenses and other current assets | 159 | 103 |
Total current assets | 59,309 | 4,676 |
Property and equipment, net (Note 2) | 35 | 39 |
Other long-term assets | 3,090 | |
Total assets | 62,434 | 4,715 |
Current liabilities: | ||
Accounts payable (including related party amounts of $9 and $6, respectively) | 3,042 | 618 |
Accrued and other current liabilities (Note 3) | 1,151 | 1,156 |
Total current liabilities | 4,193 | 1,774 |
Commitments and contingencies (Note 9) | ||
Stockholders' deficit: | ||
Additional Paid in Capital | 407 | 63 |
Accumulated deficit | (21,985) | (13,407) |
Total stockholders' deficit | (21,578) | (13,344) |
Total liabilities, redeemable convertible preferred stock and stockholders' deficit | 62,434 | 4,715 |
Series A redeemable convertible preferred stock | ||
Current liabilities: | ||
Redeemable convertible preferred stock, value | 75,819 | 12,285 |
Series Seed redeemable convertible preferred stock | ||
Current liabilities: | ||
Redeemable convertible preferred stock, value | $ 4,000 | $ 4,000 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Accounts payable, related party | $ 9 | $ 6 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 243,076 | 243,076 |
Common stock, shares outstanding | 243,076 | 243,076 |
Series A redeemable convertible preferred stock | ||
Redeemable convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred stock, shares authorized | 40,052,154 | 40,052,154 |
Redeemable convertible preferred stock, shares issued | 40,052,154 | 6,489,534 |
Redeemable convertible preferred stock, shares outstanding | 40,052,154 | 6,489,534 |
Redeemable convertible preferred stock, liquidation preference | $ 75,819 | |
Series Seed redeemable convertible preferred stock | ||
Redeemable convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred stock, shares authorized | 4,000,000 | 4,000,000 |
Redeemable convertible preferred stock, shares issued | 4,000,000 | 4,000,000 |
Redeemable convertible preferred stock, shares outstanding | 4,000,000 | 4,000,000 |
Redeemable convertible preferred stock, liquidation preference | $ 4,000 |
Condensed Statements of Operati
Condensed Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Operating expenses: | ||||
Research and development (includes related party amounts of $39, $19, $54 and $35, respectively) | $ 4,327 | $ 1,471 | $ 6,523 | $ 2,677 |
General and administrative (includes related party amounts of $6, $8, $11 and $15, respectively) | 1,447 | 154 | 2,031 | 306 |
Total operating expenses | 5,774 | 1,625 | 8,554 | 2,983 |
Loss from operations | (5,774) | (1,625) | (8,554) | (2,983) |
Other expense: | ||||
Interest income (expense) | 2 | (37) | 2 | (75) |
Change in fair value of convertible promissory notes | (540) | (580) | ||
Other expense | (3) | (4) | ||
Total other expense | (1) | (577) | (2) | (655) |
Net loss and comprehensive loss | $ (5,775) | $ (2,202) | $ (8,556) | $ (3,638) |
Net loss per share, basic and diluted | $ (23.80) | $ (9.12) | $ (35.29) | $ (15.07) |
Weighted-average shares of common stock outstanding, basic and diluted | 243,076 | 241,467 | 243,076 | 241,467 |
Condensed Statements of Opera_2
Condensed Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Condensed Statements of Operations and Comprehensive Loss | ||||
Research and development, related party | $ 39 | $ 19 | $ 54 | $ 35 |
General and administrative, related party | $ 6 | $ 8 | $ 11 | $ 15 |
Condensed Statements of Redeema
Condensed Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit - USD ($) $ in Thousands | Series A redeemable convertible preferred stock | Series Seed redeemable convertible preferred stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at the beginning at Dec. 31, 2019 | $ 4,000 | |||||
Balance at the beginning (in shares) at Dec. 31, 2019 | 4,000,000 | |||||
Balances at the end at Mar. 31, 2020 | $ 4,000 | |||||
Balances at the end (in shares) at Mar. 31, 2020 | 4,000,000 | |||||
Balance at the beginning at Dec. 31, 2019 | $ (3,643) | $ (3,643) | ||||
Balance at the beginning (in shares) at Dec. 31, 2019 | 241,467 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock based compensation | $ 7 | 7 | ||||
Net loss | (1,436) | (1,436) | ||||
Balance at the end at Mar. 31, 2020 | 7 | (5,079) | (5,072) | |||
Balances at the end (in shares) at Mar. 31, 2020 | 241,467 | |||||
Balance at the beginning at Dec. 31, 2019 | $ 4,000 | |||||
Balance at the beginning (in shares) at Dec. 31, 2019 | 4,000,000 | |||||
Balances at the end at Jun. 30, 2020 | $ 4,000 | |||||
Balances at the end (in shares) at Jun. 30, 2020 | 4,000,000 | |||||
Balance at the beginning at Dec. 31, 2019 | (3,643) | (3,643) | ||||
Balance at the beginning (in shares) at Dec. 31, 2019 | 241,467 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (3,638) | |||||
Balance at the end at Jun. 30, 2020 | 13 | (7,281) | (7,268) | |||
Balances at the end (in shares) at Jun. 30, 2020 | 241,467 | |||||
Balance at the beginning at Mar. 31, 2020 | $ 4,000 | |||||
Balance at the beginning (in shares) at Mar. 31, 2020 | 4,000,000 | |||||
Balances at the end at Jun. 30, 2020 | $ 4,000 | |||||
Balances at the end (in shares) at Jun. 30, 2020 | 4,000,000 | |||||
Balance at the beginning at Mar. 31, 2020 | 7 | (5,079) | (5,072) | |||
Balance at the beginning (in shares) at Mar. 31, 2020 | 241,467 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock based compensation | 6 | 6 | ||||
Net loss | (2,202) | (2,202) | ||||
Balance at the end at Jun. 30, 2020 | 13 | (7,281) | (7,268) | |||
Balances at the end (in shares) at Jun. 30, 2020 | 241,467 | |||||
Balance at the beginning at Dec. 31, 2020 | $ 12,285 | $ 4,000 | ||||
Balance at the beginning (in shares) at Dec. 31, 2020 | 6,489,534 | 4,000,000 | ||||
Redeemable convertible preferred Stock | ||||||
Issuance of redeemable convertible preferred stock | $ 7,983 | |||||
Issuance of redeemable convertible preferred stock (in shares) | 4,224,274 | |||||
Accretion of redeemable convertible preferred stock to redemption value | $ 13 | (13) | (13) | |||
Balances at the end at Mar. 31, 2021 | $ 20,281 | $ 4,000 | ||||
Balances at the end (in shares) at Mar. 31, 2021 | 10,713,808 | 4,000,000 | ||||
Balance at the beginning at Dec. 31, 2020 | 63 | (13,407) | (13,344) | |||
Balance at the beginning (in shares) at Dec. 31, 2020 | 243,076 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock based compensation | 23 | 23 | ||||
Net loss | (2,781) | (2,781) | ||||
Balance at the end at Mar. 31, 2021 | 86 | (16,201) | (16,115) | |||
Balances at the end (in shares) at Mar. 31, 2021 | 243,076 | |||||
Balance at the beginning at Dec. 31, 2020 | $ 12,285 | $ 4,000 | ||||
Balance at the beginning (in shares) at Dec. 31, 2020 | 6,489,534 | 4,000,000 | ||||
Redeemable convertible preferred Stock | ||||||
Accretion of redeemable convertible preferred stock to redemption value | $ 22 | |||||
Balances at the end at Jun. 30, 2021 | $ 75,819 | $ 4,000 | ||||
Balances at the end (in shares) at Jun. 30, 2021 | 40,052,154 | 4,000,000 | ||||
Balance at the beginning at Dec. 31, 2020 | 63 | (13,407) | (13,344) | |||
Balance at the beginning (in shares) at Dec. 31, 2020 | 243,076 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (8,556) | |||||
Balance at the end at Jun. 30, 2021 | 407 | (21,985) | (21,578) | |||
Balances at the end (in shares) at Jun. 30, 2021 | 243,076 | |||||
Balance at the beginning at Mar. 31, 2021 | $ 20,281 | $ 4,000 | ||||
Balance at the beginning (in shares) at Mar. 31, 2021 | 10,713,808 | 4,000,000 | ||||
Redeemable convertible preferred Stock | ||||||
Issuance of redeemable convertible preferred stock | $ 55,529 | |||||
Issuance of redeemable convertible preferred stock (in shares) | 29,338,346 | |||||
Accretion of redeemable convertible preferred stock to redemption value | $ 9 | (9) | (9) | |||
Balances at the end at Jun. 30, 2021 | $ 75,819 | $ 4,000 | ||||
Balances at the end (in shares) at Jun. 30, 2021 | 40,052,154 | 4,000,000 | ||||
Balance at the beginning at Mar. 31, 2021 | 86 | (16,201) | (16,115) | |||
Balance at the beginning (in shares) at Mar. 31, 2021 | 243,076 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock based compensation | 321 | 321 | ||||
Net loss | (5,775) | (5,775) | ||||
Balance at the end at Jun. 30, 2021 | $ 407 | $ (21,985) | $ (21,578) | |||
Balances at the end (in shares) at Jun. 30, 2021 | 243,076 |
Condensed Statements of Redee_2
Condensed Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit (Parenthetical) - Series A redeemable convertible preferred stock - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | |
Share price | $ 1.893 | $ 1.893 |
Issuance costs | $ 9 | $ 13 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flow from operating activities: | ||||||
Net loss | $ (5,775) | $ (2,781) | $ (2,202) | $ (1,436) | $ (8,556) | $ (3,638) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Depreciation expense | 4 | |||||
Stock based compensation expense | 344 | 13 | ||||
Change in fair value of convertible promissory notes to related party | 540 | 580 | ||||
Changes in operating assets and liabilities: | ||||||
Prepaid expenses and other current assets | (56) | |||||
Other long-term assets | (74) | (2) | ||||
Accounts payable | 563 | 129 | ||||
Accrued and other current liabilities | (5) | 301 | ||||
Net cash used in operating activities | (7,780) | (2,542) | ||||
Cash flow from investing activities: | ||||||
Purchases of property and equipment | (40) | |||||
Net cash used in investing activities | (40) | |||||
Cash flow from financing activities: | ||||||
Proceeds from sale of Series A redeemable convertible preferred stock, net of issuance costs | 63,512 | |||||
Payments for deferred offering costs | (1,115) | |||||
Net cash provided by financing activities | 62,397 | |||||
Net increase (decrease) in cash | 54,577 | (2,542) | ||||
Cash and cash equivalents at the beginning of the year | $ 4,573 | $ 3,514 | 4,573 | 3,514 | ||
Cash and cash equivalents at the end of the period | $ 59,150 | $ 972 | 59,150 | $ 972 | ||
Supplemental disclosure of noncash investing and financing activities: | ||||||
Deferred offering costs included in accounts payable | $ 1,901 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Organization and Summary of Significant Accounting Policies | |
Organization and Summary of Significant Accounting Policies | (1) Organization and Summary of Significant Accounting Policies (a) Organization and Nature of Operations Aerovate Therapeutics Inc. (“Aerovate” or the “Company”) was incorporated in the state of Delaware in July 2018 and is headquartered in Boston, Massachusetts. The Company is a biotechnology company that is focused on the development of AV-101, a novel treatment for pulmonary arterial hypertension (“PAH”). The Company anticipates initiating a Phase 2b/3 trial of AV-101 in PAH patients in the second half of 2021. (b) Initial Public Offering On July 2, 2021, the Company completed its initial public offering (“IPO”). The Company’s Registration Statement on Form S-1 (File No. 333-256949) relating to the IPO was declared effective by the Securities and Exchange Commission (“SEC”) on June 29, 2021. The shares began trading on The Nasdaq Global Market on June 30, 2021. The Company issued 9,984,463 shares of its common stock, including 1,302,321 shares associated with the full exercise of the underwriters’ option to purchase additional shares, at an offering price of $14.00 per share. Immediately prior to the closing of the Company’s IPO on July 2, 2021, all outstanding shares of the Company’s redeemable convertible preferred stock were converted into 14,182,854 shares of the Company’s common stock. In aggregate, the shares issued in the IPO generated approximately $127.0 million in net proceeds after deducting underwriting discounts and commissions and other offering costs. (c) Basis of Presentation The accompanying unaudited condensed financial statements as of June 30, 2021 and for the three and six months ended June 30, 2021 and 2020 have been prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States of America for interim financial information and pursuant to Article 10 of Regulation S-X of the Securities Act of 1933, as amended (the Securities Act). Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. These unaudited condensed financial statements include only normal and recurring adjustments that the Company believes are necessary to fairly state the Company’s financial position and the results of its operations and cash flows. The results for the three and six months ended June 30, 2021 are not necessarily indicative of the results expected for the full fiscal year or any subsequent interim period. The condensed balance sheet as of December 31, 2020 has been derived from the audited financial statements at that date but does not include all disclosures required by GAAP for complete financial statements. Because all of the disclosures required by GAAP for complete financial statements are not included herein, these unaudited condensed financial statements and the notes accompanying them should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2020. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). (d) Reverse Stock Split On June 22, 2021, the Company effected a 1-for-3.1060103 (e) Liquidity and Going Concern Since inception, the Company has devoted substantially all of its resources to research and development activities, business planning, establishing and maintaining its intellectual property portfolio, hiring personnel, raising capital, and providing general and administrative support for these operations and has not realized revenues from its planned principal operations. The Company has incurred losses and negative cash flows from operations since inception. In addition, the Company expects to incur substantial operating losses for the next several years as it continues its research and development activities. As of June 30, 2021, the Company had cash and cash equivalents of $59.2 million. Management plans to continue to incur substantial costs in order to conduct research and development activities and additional capital will be needed to undertake these activities. The Company intends to raise such capital through debt or equity financings or other arrangements to fund operations. Management believes that the Company’s current cash and cash equivalents, including the net proceeds of approximately $127.0 million from the closing of its IPO in July 2021, as described above, will provide sufficient funds to enable the Company to meet its obligations for at least twelve months from the filing date of this report. (f) Deferred Offering Costs The Company capitalizes within other long-term assets certain legal, accounting and other third-party fees that are directly related to the Company’s in-process equity financings, including the planned initial public offering, until such financings are consummated. After consummation of the equity financing, these costs are recorded as a reduction of the proceeds received as a result of the offering. Should a planned equity financing be abandoned, terminated or significantly delayed, the deferred offering costs are immediately written off to operating expenses. As of June 30, 2021 and December 31, 2020, deferred offering costs of $3.0 million and $0.0 million, respectively, were recorded within other long-term assets on the balance sheet. (g) Net Loss Per Share The two-class method is applicable because the Series A redeemable convertible preferred stock meets the definition of a participating security. Basic net loss per share is calculated by dividing the net loss and increases in the carrying amount of redeemable preferred stock by the weighted-average number of common shares outstanding for the period. Diluted net loss per share is computed by dividing the net loss and increases in the carrying amount of redeemable preferred stock by the weighted average number of common shares and common share equivalents outstanding for the period. Common stock equivalents are only included when their effect is dilutive. The Company’s potentially dilutive securities include outstanding stock options under the Company’s equity incentive plan and the outstanding convertible preferred stock and have been excluded from the computation of diluted net loss per share as they would be anti-dilutive to the net loss per share. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss position as the inclusion of the potentially dilutive securities would be anti-dilutive. The following table summarizes the Company’s net loss per share (in thousands, except share and per share amounts): Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Numerator: Net loss and comprehensive loss $ (5,775) $ (2,202) $ (8,556) $ (3,638) Accretion of Series A redeemable convertible preferred stock to redemption value (9) — (22) — Net loss and comprehensive loss available to common stockholders $ (5,784) $ (2,202) $ (8,578) $ (3,638) Denominator: Weighted-average common stock outstanding, basic and diluted 243,076 241,467 243,076 241,467 Net loss per share, basic and diluted $ (23.80) $ (9.12) $ (35.29) $ (15.07) Potentially dilutive securities not included in the calculation of diluted net loss per share attributable to common stockholders because to do so would have had an anti-dilutive effect are as follows (in common stock equivalent shares): As of June 30, 2021 2020 Series Seed convertible preferred stock 1,287,825 1,287,825 Series A redeemable convertible preferred stock 12,895,029 — Options to purchase common stock 2,770,954 80,487 16,953,808 1,368,312 |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2021 | |
Property and Equipment, Net | |
Property and Equipment, Net | (2) Property and Equipment, Net Property and equipment, net, consisted of the following (in thousands): June 30, December 31, 2021 2020 Research and development equipment $ 40 $ 40 Less accumulated depreciation (5) (1) Total property and equipment, net $ 35 $ 39 |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2021 | |
Accrued and Other Current Liabilities | |
Accrued and Other Current Liabilities | (3) Accrued and Other Current Liabilities Accrued and other current liabilities consisted of the following (in thousands): June 30, December 31, 2021 2020 Accrued research and development $ 476 $ 946 Accrued payroll and other employee benefits 258 192 Deferred offering costs 297 — Other 120 18 Total accrued and other current liabilities $ 1,151 $ 1,156 |
Convertible Promissory Notes
Convertible Promissory Notes | 6 Months Ended |
Jun. 30, 2021 | |
Convertible Promissory Notes | |
Convertible Promissory Notes | (4) Convertible Promissory Notes On December 30, 2019, the Company issued convertible promissory notes (the “2019 Notes”) totaling $2.5 million to RA Capital Healthcare Fund, L.P., Blackwell Partners LLC - Series A, and RA Capital Nexus Fund, L.P. (the “Holders”). The 2019 Notes accrued interest at a rate of 6% per annum and were payable at the demand of the Holders on or after the Maturity Date of December 30, 2021, subject to earlier conversion or repayment in the event of a qualified financing or a change of control, as defined in the convertible promissory notes agreement. Due to certain embedded features, the Company elected to account for the 2019 Notes and all their embedded features under the fair value option. The 2019 Notes were issued at fair value, as such no changes in fair value were recorded between December 30, 2019 and December 31, 2019. The 2019 Notes were converted into Series A redeemable convertible preferred stock in connection with the initial closing of Series A redeemable convertible preferred stock on August 5, 2020, with a conversion price of 80% of $1.893 per share (the “Series A Original Issue Price”). The Company recorded a change in fair value of $0.6 million for the period January 1, 2020 through conversion on August 5, 2020. In relation to the 2019 Notes, there was $0.1 million of interest expense for the six months ended June 30, 2020. On July 13, 2020, the Company issued convertible promissory notes (the “2020 Notes”) totaling $2.5 million to the Holders. The 2020 Notes accrued interest at a rate of 3% per annum and were payable at the demand of the Holders on or after the Maturity Date of October 31, 2020. The 2020 Notes converted into Series A redeemable convertible preferred stock in association with the initial closing of Series A redeemable convertible preferred stock on August 5, 2020. The 2020 Notes were issued at fair value and converted at the Series A Original Issue Price, as such no changes in fair value were recorded with respect to the 2020 Notes. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value of Financial Instruments | |
Fair Value of Financial Instruments | (5) Fair Value of Financial Instruments The cash and cash equivalents balance as of June 30, 2021 consisted of cash in the amount of $1.4 million and money market funds in the amount of $57.8 million. Cash and cash equivalents are classified as Level 1 assets. The following table provides a reconciliation of all liabilities measured at fair value using Level 3 significant unobservable inputs (in thousands): Convertible Promissory Notes Balance at December 31, 2019 $ 2,500 Change in fair value of convertible promissory notes, related party 580 Balance at June 30, 2020 $ 3,080 There are no liabilities measured at fair value for the three and six months ended June 30, 2021. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity | |
Stockholders' Equity | (6) Stockholders’ Equity Under the Amended and Restated Articles of Incorporation dated August 3, 2020, the Company had a total of 94,052,154 shares of capital stock authorized for issuance, consisting of 50,000,000 shares of common stock, par value of $0.0001 per share, and 44,052,154 shares of convertible preferred stock, par value of $0.0001 per share. Shares of authorized convertible preferred stock are designated as 4,000,000 shares of Series Seed redeemable convertible preferred stock and 40,052,154 shares of Series A redeemable convertible preferred stock. In connection with the Reverse Stock Split on June 22, 2021, the Company filed a certificate of amendment to its certificate of incorporation, which provides 150,000,000 authorized shares of common stock with a par value of $0.0001 per share and 10,000,000 authorized shares of undesignated preferred stock with a par value of $0.0001 per share upon completion of the Company’s IPO on July 2, 2021. (a) Redeemable Convertible Preferred Stock In August 2018, the Company sold to RA Capital Health Care Fund, L.P. an aggregate of 4,000,000 shares of Series Seed redeemable preferred stock at a purchase price of $1.00 per share, for net proceeds of $4.0 million. On August 5, 2020, the Company entered into the Series A Preferred Stock Purchase Agreement (“Stock Purchase Agreement”). The Company’s initial closing of its Series A redeemable convertible preferred stock occurred on this date. The Company issued 3,468,536 shares of Series A redeemable convertible preferred shares for gross proceeds of $6.6 million at a price per share of $1.893. In addition to the cash proceeds, 3,020,998 shares of Series A redeemable convertible preferred stock were issued in connection with the conversion of the 2019 Notes and the 2020 Notes. The Stock Purchase Agreement contained provisions that potentially obligated the Company to sell, outside of its control, an additional 33,562,620 shares of Series A redeemable convertible preferred stock at $1.893 per share for expected gross proceeds of $63.5 million, upon the occurrence of three subsequent Milestone Closings or earlier, at the option of any holder of the Series A redeemable convertible preferred stock. If the defined milestones were not achieved prior to the Company’s initial public offering, the holders had the right to purchase these shares prior to the completion of the initial public offering. If the shares were not purchased prior to the completion of the initial public offering, then this right to purchase these shares would have automatically expired. On February 1, 2021, upon the completion of the First Milestone Closing, the Company sold 4,224,274 shares of Series A redeemable convertible preferred stock at the Series A Original Issue Price for aggregate gross proceeds of $8.0 million. On June 4, 2021, upon the completion of the Second Milestone Closing and the Third Milestone Closing, the Company sold 29,338,346 shares of Series A redeemable convertible preferred stock at the Series A Original Issue Price for aggregate gross proceeds of $55.5 million. Immediately prior to the closing of the Company’s IPO on July 2, 2021, all outstanding shares of the Company’s redeemable convertible preferred stock converted into 14,182,854 shares of the Company’s common stock. (b) Common Stock In August 2018, the Company issued 241,467 shares of common stock to RA Capital Healthcare Fund, L.P. at a price of $0.0012 per share. The voting, dividend, and liquidation rights of the holders of the common stock are subject to, and qualified by, the rights, powers, and preferences of the holders of the preferred stock as of June 30, 2021. The holders of the common stock are entitled to one vote for each share of common stock held at all meetings of stockholders. As of June 30, 2021, the Company had reserved the following shares of common stock, on an as-converted basis, for future issuance: June 30, 2021 Series Seed redeemable convertible preferred stock 1,287,825 Series A redeemable convertible preferred stock 12,895,029 Common stock options granted and outstanding 2,770,954 Common stock reserved for future option grants 1,768,000 Total 18,721,808 |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Share-Based Compensation | |
Share-Based Compensation | (7) Share-Based Compensation (a) Stock Option Plan The Company’s 2021 Stock Option and Incentive Plan (the “2021 Plan”) was adopted by the Company’s board of directors and approved by the Company’s stockholders in June 2021 and became effective as of June 29, 2021. Upon the effectiveness of the 2021 Plan, the Company’s 2018 Equity Incentive Plan (the “2018 Plan”) was terminated and no further grants may be made thereunder. The Company’s 2021 Plan allows for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, stock bonuses, restricted stock, stock units and other forms of awards including cash awards to its officers, directors, employees, consultants and advisors. A total of 2,600,000 shares of the Company’s common stock is authorized for issuance with respect to awards granted under the 2021 Plan. The share limit will automatically increase on the first trading day in January of each year (commencing with 2022) by an amount equal to the lesser of (1) 4% of the total number of outstanding shares of the Company’s common stock on the last trading day in December in the prior year, or (2) such lesser number as determined by the Company’s board of directors. Any shares subject to awards granted under the 2021 Plan or the 2018 Plan that are not paid, delivered or exercised before they expire or are canceled or terminated, or otherwise fail to vest, as well as shares used to pay the purchase or exercise price of such awards or related tax withholding obligations, will become available for new award grants under the 2021 Plan. As of June 30, 2021, 832,000 awards had been granted under the 2021 Plan, and 1,768,000 shares authorized under the 2021 Plan were available for award purposes. The options that are granted under the 2021 Plan and the 2018 Plan are exercisable at various dates as determined upon grant and terminate within 10 years of the date of grant. The vesting period generally occurs over three The following table summarizes the option activity under the 2021 Plan and 2018 Plan for the six months ended June 30, 2021: Weighted- Weighted- Average Average Remaining Aggregate Exercise Contractual Term Intrinsic Value Options Price (in years) (in thousands) Outstanding at December 31, 2020 229,105 $ 1.74 9.69 $ — Granted 2,541,849 6.04 9.84 Exercised — — Cancelled/Forfeited — — Outstanding at June 30, 2021 2,770,954 $ 5.69 9.79 $ 47,439 Vested and exercisable at June 30, 2021 41,250 $ 2.72 9.29 $ 829 Vested and expected to vest at June 30, 2021 2,770,954 $ 5.69 9.79 $ 47,439 All exercisable options are vested and all outstanding options are vested or expected to vest. (b) Employee Stock Purchase Plan The Company’s Employee Stock Purchase Plan (the “ESPP”) was adopted by the Company’s board of directors and stockholders in June 2021 and became effective upon the consummation of the IPO. A total of 230,000 shares of the Company’s common stock is initially available for issuance under the ESPP. The ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15% of their eligible compensation, subject to any plan limitations. The ESPP provides for six-month offering periods, and at the end of each offering period, employees are able to purchase shares at 85% of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the last trading day of the offering period. As of June 30, 2021, no shares had been issued under the ESPP, and the full number of shares authorized under the ESPP Plan was available for issuance purposes upon the effectiveness of the ESPP. (c) Share-Based Compensation Expense The Company estimated the fair value of stock options using the Black-Scholes valuation model. The Company accounts for any forfeitures of options when they occur. Previously recognized compensation expense for an award is reversed in the period that the award is forfeited. The fair value of stock options was estimated using the following assumptions: Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Expected term (in years) 5.8 - 6.1 6.0 5.8 - 6.1 6.0 Expected volatility 68.7 - 69.6 % 79.2 - 79.4 % 68.7 - 69.6 % 68.0 - 79.4 % Risk-free interest rate 1.0 - 1.2 % 0.4 % 1.0 - 1.2 % 0.4 - 1.5 % Expected dividend — — — — Stock-based compensation expense recognized for stock option grants has been reported in the statements of operations and comprehensive loss as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Research and development $ 101 $ 2 $ 113 $ 2 General and administrative 220 4 231 11 Total $ 321 $ 6 $ 344 $ 13 As of June 30, 2021, there was approximately $9.4 million of total unrecognized stock-based compensation expense related to nonvested stock-based compensation arrangements granted under the 2021 Plan and 2018 Plan, which is expected to be recognized over a weighted-average period of approximately 3.7 years. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions | |
Related Party Transactions | (8) Related Party Transactions Services Agreement In August 2018, the Company entered into a services agreement (“Services Agreement”) with Carnot, LLC (“Carnot”), an entity owned and controlled by RA Capital Management, LLC under which Carnot provides research and other services to the Company. RA Capital Management, LLC is a related party due to its equity ownership of the Company. The Company pays Carnot for services performed and costs incurred. The Services Agreement is for a term of two years. The Company may terminate the Services Agreement by giving 30 days’ prior notice and either party can terminate the services agreement for a material breach, if not cured within 30 days following notice by the nonbreaching party. In July 2019, the Services Agreement with Carnot was amended whereby research and other services are now performed by Carnot Pharma, LLC (“Carnot Pharma”), an entity owned and controlled by RA Capital Management, LLC, and the term was updated to the later of (i) two years from July 15, 2019 and (ii) completion of services under the agreement. Expenses incurred by the Company under the Services Agreement with Carnot Pharma totaled $44,516 and $26,542 for the three months ended June 30, 2021 and 2020, respectively, and $0.1 million and $0.1 million for the six months ended June 30, 2021 and 2020 and are presented in the statement of operations and comprehensive loss as research and development and general and administrative expenses. As of June 30, 2021 and December 31, 2020, $8,524 and $5,632, respectively, was due to Carnot Pharma, LLC by the Company for services rendered under the Services Agreement. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies. | |
Commitments and Contingencies | (9) Commitments and Contingencies From time to time, the Company may become subject to claims or suits arising in the ordinary course of business. The Company accrues a liability for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. As of June 30, 2021 and December 31, 2020, the Company is not a party to any litigation and has not recorded any such liabilities. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events | |
Subsequent Events | (10) Subsequent Events Initial Public Offering Effective on July 2, 2021, the Company completed its IPO and issued a total of 9,984,463 shares of common stock, which includes the allotment-option of shares exercised by underwriters in the IPO, at an offering price of $14.00 per share. In aggregate, the Company received net proceeds of approximately $127.0 million, after deducting underwriting discounts and commissions of $9.8 million and $3.0 million of IPO-related costs. In connection with the IPO, the following events occurred subsequent to June 30, 2021: ● On July 2, 2021, the outstanding 44,052,154 shares of redeemable convertible preferred stock converted into an aggregate of 14,182,854 shares of common stock; ● On July 2, 2021, total common shares outstanding were 24,410,393 , which includes common shares outstanding as of June 30, 2021, shares issued in the IPO and redeemable convertible preferred stock converted and reclassified; and ● On July 2, 2021, the Company’s amended and restated certificate of incorporation became effective, authorizing 150,000,000 shares of common stock and 10,000,000 shares of undesignated preferred stock. The table below shows, on a pro forma basis, the impact of the Company’s IPO on certain condensed balance sheet items as if all the transactions occurred on June 30, 2021: Pro Forma June 30, 2021 June 30, 2021 Cash and cash equivalents $ 59,150 $ 186,150 Deferred offering costs 3,016 — Convertible preferred stock 79,819 — Common stock — 2 Additional paid-in capital 407 207,224 Total stockholders' (deficit) equity $ (21,578) $ 185,241 Lease Agreement On August 6, 2021, the Company entered into a new lease agreement for office space located in Waltham, Massachusetts for the Company’s future corporate headquarters. The commencement date of this lease is expected to be on September 1, 2021 for an initial term of 39 months. The base rent for the Company under this lease will be approximately $0.2 million per year over the lease term. As of June 30, 2021, the Company had not taken control of the space and the lease term had not commenced. Accordingly, no right-of-use asset or lease liability |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Organization and Summary of Significant Accounting Policies | |
Basis of Presentation | (c) Basis of Presentation The accompanying unaudited condensed financial statements as of June 30, 2021 and for the three and six months ended June 30, 2021 and 2020 have been prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States of America for interim financial information and pursuant to Article 10 of Regulation S-X of the Securities Act of 1933, as amended (the Securities Act). Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. These unaudited condensed financial statements include only normal and recurring adjustments that the Company believes are necessary to fairly state the Company’s financial position and the results of its operations and cash flows. The results for the three and six months ended June 30, 2021 are not necessarily indicative of the results expected for the full fiscal year or any subsequent interim period. The condensed balance sheet as of December 31, 2020 has been derived from the audited financial statements at that date but does not include all disclosures required by GAAP for complete financial statements. Because all of the disclosures required by GAAP for complete financial statements are not included herein, these unaudited condensed financial statements and the notes accompanying them should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2020. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). |
Liquidity and Going Concern | (e) Liquidity and Going Concern Since inception, the Company has devoted substantially all of its resources to research and development activities, business planning, establishing and maintaining its intellectual property portfolio, hiring personnel, raising capital, and providing general and administrative support for these operations and has not realized revenues from its planned principal operations. The Company has incurred losses and negative cash flows from operations since inception. In addition, the Company expects to incur substantial operating losses for the next several years as it continues its research and development activities. As of June 30, 2021, the Company had cash and cash equivalents of $59.2 million. Management plans to continue to incur substantial costs in order to conduct research and development activities and additional capital will be needed to undertake these activities. The Company intends to raise such capital through debt or equity financings or other arrangements to fund operations. Management believes that the Company’s current cash and cash equivalents, including the net proceeds of approximately $127.0 million from the closing of its IPO in July 2021, as described above, will provide sufficient funds to enable the Company to meet its obligations for at least twelve months from the filing date of this report. |
Deferred Offering Costs | (f) Deferred Offering Costs The Company capitalizes within other long-term assets certain legal, accounting and other third-party fees that are directly related to the Company’s in-process equity financings, including the planned initial public offering, until such financings are consummated. After consummation of the equity financing, these costs are recorded as a reduction of the proceeds received as a result of the offering. Should a planned equity financing be abandoned, terminated or significantly delayed, the deferred offering costs are immediately written off to operating expenses. As of June 30, 2021 and December 31, 2020, deferred offering costs of $3.0 million and $0.0 million, respectively, were recorded within other long-term assets on the balance sheet. |
Net Loss Per Share | (g) Net Loss Per Share The two-class method is applicable because the Series A redeemable convertible preferred stock meets the definition of a participating security. Basic net loss per share is calculated by dividing the net loss and increases in the carrying amount of redeemable preferred stock by the weighted-average number of common shares outstanding for the period. Diluted net loss per share is computed by dividing the net loss and increases in the carrying amount of redeemable preferred stock by the weighted average number of common shares and common share equivalents outstanding for the period. Common stock equivalents are only included when their effect is dilutive. The Company’s potentially dilutive securities include outstanding stock options under the Company’s equity incentive plan and the outstanding convertible preferred stock and have been excluded from the computation of diluted net loss per share as they would be anti-dilutive to the net loss per share. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss position as the inclusion of the potentially dilutive securities would be anti-dilutive. The following table summarizes the Company’s net loss per share (in thousands, except share and per share amounts): Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Numerator: Net loss and comprehensive loss $ (5,775) $ (2,202) $ (8,556) $ (3,638) Accretion of Series A redeemable convertible preferred stock to redemption value (9) — (22) — Net loss and comprehensive loss available to common stockholders $ (5,784) $ (2,202) $ (8,578) $ (3,638) Denominator: Weighted-average common stock outstanding, basic and diluted 243,076 241,467 243,076 241,467 Net loss per share, basic and diluted $ (23.80) $ (9.12) $ (35.29) $ (15.07) Potentially dilutive securities not included in the calculation of diluted net loss per share attributable to common stockholders because to do so would have had an anti-dilutive effect are as follows (in common stock equivalent shares): As of June 30, 2021 2020 Series Seed convertible preferred stock 1,287,825 1,287,825 Series A redeemable convertible preferred stock 12,895,029 — Options to purchase common stock 2,770,954 80,487 16,953,808 1,368,312 |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Organization and Summary of Significant Accounting Policies | |
Schedule of net loss per share | The following table summarizes the Company’s net loss per share (in thousands, except share and per share amounts): Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Numerator: Net loss and comprehensive loss $ (5,775) $ (2,202) $ (8,556) $ (3,638) Accretion of Series A redeemable convertible preferred stock to redemption value (9) — (22) — Net loss and comprehensive loss available to common stockholders $ (5,784) $ (2,202) $ (8,578) $ (3,638) Denominator: Weighted-average common stock outstanding, basic and diluted 243,076 241,467 243,076 241,467 Net loss per share, basic and diluted $ (23.80) $ (9.12) $ (35.29) $ (15.07) |
Schedule of potentially dilutive securities not included in the calculation of diluted net loss per share | Potentially dilutive securities not included in the calculation of diluted net loss per share attributable to common stockholders because to do so would have had an anti-dilutive effect are as follows (in common stock equivalent shares): As of June 30, 2021 2020 Series Seed convertible preferred stock 1,287,825 1,287,825 Series A redeemable convertible preferred stock 12,895,029 — Options to purchase common stock 2,770,954 80,487 16,953,808 1,368,312 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Property and Equipment, Net | |
Schedule of property and equipment, net | Property and equipment, net, consisted of the following (in thousands): June 30, December 31, 2021 2020 Research and development equipment $ 40 $ 40 Less accumulated depreciation (5) (1) Total property and equipment, net $ 35 $ 39 |
Accrued and Other Current Lia_2
Accrued and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accrued and Other Current Liabilities | |
Schedule of accrued and other current liabilities | Accrued and other current liabilities consisted of the following (in thousands): June 30, December 31, 2021 2020 Accrued research and development $ 476 $ 946 Accrued payroll and other employee benefits 258 192 Deferred offering costs 297 — Other 120 18 Total accrued and other current liabilities $ 1,151 $ 1,156 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value of Financial Instruments | |
Summary of reconciliation of all liabilities measured at fair value using Level 3 significant unobservable inputs | The following table provides a reconciliation of all liabilities measured at fair value using Level 3 significant unobservable inputs (in thousands): Convertible Promissory Notes Balance at December 31, 2019 $ 2,500 Change in fair value of convertible promissory notes, related party 580 Balance at June 30, 2020 $ 3,080 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity | |
Schedule of common stock shares reserved for on and as-converted basis, for future issuance | As of June 30, 2021, the Company had reserved the following shares of common stock, on an as-converted basis, for future issuance: June 30, 2021 Series Seed redeemable convertible preferred stock 1,287,825 Series A redeemable convertible preferred stock 12,895,029 Common stock options granted and outstanding 2,770,954 Common stock reserved for future option grants 1,768,000 Total 18,721,808 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Share-Based Compensation | |
Summary of option activity under 2021 Plan and 2018 Plan | The following table summarizes the option activity under the 2021 Plan and 2018 Plan for the six months ended June 30, 2021: Weighted- Weighted- Average Average Remaining Aggregate Exercise Contractual Term Intrinsic Value Options Price (in years) (in thousands) Outstanding at December 31, 2020 229,105 $ 1.74 9.69 $ — Granted 2,541,849 6.04 9.84 Exercised — — Cancelled/Forfeited — — Outstanding at June 30, 2021 2,770,954 $ 5.69 9.79 $ 47,439 Vested and exercisable at June 30, 2021 41,250 $ 2.72 9.29 $ 829 Vested and expected to vest at June 30, 2021 2,770,954 $ 5.69 9.79 $ 47,439 |
Summary of fair value of stock options assumptions | Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Expected term (in years) 5.8 - 6.1 6.0 5.8 - 6.1 6.0 Expected volatility 68.7 - 69.6 % 79.2 - 79.4 % 68.7 - 69.6 % 68.0 - 79.4 % Risk-free interest rate 1.0 - 1.2 % 0.4 % 1.0 - 1.2 % 0.4 - 1.5 % Expected dividend — — — — |
Summary of stock-based compensation expense recognized for stock option grants | Stock-based compensation expense recognized for stock option grants has been reported in the statements of operations and comprehensive loss as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Research and development $ 101 $ 2 $ 113 $ 2 General and administrative 220 4 231 11 Total $ 321 $ 6 $ 344 $ 13 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events | |
Schedule of balances of condensed balance sheet items | The table below shows, on a pro forma basis, the impact of the Company’s IPO on certain condensed balance sheet items as if all the transactions occurred on June 30, 2021: Pro Forma June 30, 2021 June 30, 2021 Cash and cash equivalents $ 59,150 $ 186,150 Deferred offering costs 3,016 — Convertible preferred stock 79,819 — Common stock — 2 Additional paid-in capital 407 207,224 Total stockholders' (deficit) equity $ (21,578) $ 185,241 |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies (Details) $ / shares in Units, $ in Thousands | Jul. 02, 2021USD ($)$ / sharesshares | Jun. 22, 2021 | Jul. 31, 2021USD ($) | Jun. 30, 2021USD ($) | Dec. 31, 2020USD ($) |
Subsidiary, Sale of Stock [Line Items] | |||||
Reverse stock split ratio | 0.32 | ||||
Cash and cash equivalents | $ 59,150 | $ 4,573 | |||
Deferred offering costs | 3,000 | $ 0 | |||
Initial Public Offering | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of shares issued | shares | 9,984,463 | ||||
Number of shares issued on conversion of preferred stock | shares | 14,182,854 | ||||
Net proceeds | $ 127,000 | $ 127,000 | |||
Cash and cash equivalents | 59,150 | ||||
Deferred offering costs | $ 3,016 | ||||
Underwriters' option | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of shares issued | shares | 1,302,321 | ||||
Offering price | $ / shares | $ 14 |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies - Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Numerator: | ||||||
Net loss and comprehensive loss | $ (5,775) | $ (2,781) | $ (2,202) | $ (1,436) | $ (8,556) | $ (3,638) |
Accretion of redeemable convertible preferred stock to redemption value | 9 | 13 | ||||
Net loss and comprehensive loss available to common stockholders | $ (5,784) | $ (2,202) | $ (8,578) | $ (3,638) | ||
Denominator: | ||||||
Weighted-average common stock outstanding, basic and diluted | 243,076 | 241,467 | 243,076 | 241,467 | ||
Net loss per share, basic and diluted | $ (23.80) | $ (9.12) | $ (35.29) | $ (15.07) | ||
Series A redeemable convertible preferred stock | ||||||
Numerator: | ||||||
Accretion of redeemable convertible preferred stock to redemption value | $ (9) | $ (13) | $ (22) |
Organization and Summary of S_6
Organization and Summary of Significant Accounting Policies - Potentially dilutive securities not included in the calculation of diluted net loss per share (Details) - shares | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities not included in the calculation of diluted net loss per share | 16,953,808 | 1,368,312 |
Series Seed redeemable convertible preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities not included in the calculation of diluted net loss per share | 1,287,825 | 1,287,825 |
Series A redeemable convertible preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities not included in the calculation of diluted net loss per share | 12,895,029 | |
Options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities not included in the calculation of diluted net loss per share | 2,770,954 | 80,487 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Property and Equipment, Net | ||
Research and development equipment, gross | $ 40 | $ 40 |
Less accumulated depreciation | (5) | (1) |
Total property and equipment, net | $ 35 | $ 39 |
Accrued and Other Current Lia_3
Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Accrued and Other Current Liabilities | ||
Accrued research and development | $ 476 | $ 946 |
Accrued payroll and other employee benefits | 258 | 192 |
Deferred offering costs | 297 | |
Other | 120 | 18 |
Total accrued and other current liabilities | $ 1,151 | $ 1,156 |
Convertible Promissory Notes (D
Convertible Promissory Notes (Details) | Aug. 05, 2020$ / shares | Jun. 13, 2020USD ($) | Dec. 31, 2019USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Aug. 05, 2020USD ($)$ / shares | Jun. 30, 2021$ / shares | Mar. 31, 2021$ / shares | Dec. 30, 2019USD ($) |
Debt Instrument [Line Items] | |||||||||
Change in fair value of convertible promissory notes | $ (540,000) | $ (580,000) | |||||||
Series A redeemable convertible preferred stock | |||||||||
Debt Instrument [Line Items] | |||||||||
Share price | $ / shares | $ 1.893 | $ 1.893 | $ 1.893 | $ 1.893 | |||||
2019 Convertible Promissory Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Notes issued amount | $ 2,500,000 | ||||||||
Interest rate | 6.00% | ||||||||
Change in fair value of convertible promissory notes | $ 0 | $ 600,000 | |||||||
Interest expense | $ 100,000 | ||||||||
2019 Convertible Promissory Notes | Series A redeemable convertible preferred stock | |||||||||
Debt Instrument [Line Items] | |||||||||
Percentage of share price as conversion price | 80 | ||||||||
Share price | $ / shares | $ 1.893 | $ 1.893 | |||||||
2020 Convertible Promissory Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Notes issued amount | $ 2,500,000 | ||||||||
Interest rate | 3.00% | ||||||||
Change in fair value of convertible promissory notes | $ 0 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) | Jun. 30, 2021USD ($) |
Fair Value of Financial Instruments | |
Cash | $ 1,400,000 |
Money market funds, carrying value | 57,800,000 |
Liabilities measured at fair value | $ 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Summary of reconciliation of all liabilities measured at fair value (Details) - 2019 Notes $ in Thousands | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at December 31, 2019 | $ 2,500 |
Change in fair value of convertible promissory notes, related party | 580 |
Balance at June 30, 2020 | $ 3,080 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | Jun. 30, 2021 | Jun. 22, 2021 | Dec. 31, 2020 | Aug. 03, 2020 |
Class of Stock [Line Items] | ||||
Capital stock, authorized shares (in shares) | 94,052,154 | |||
Common shares, shares authorized (in shares) | 50,000,000 | 150,000,000 | 50,000,000 | 50,000,000 |
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Convertible preferred shares, shares authorized (in shares) | 10,000,000 | 44,052,154 | ||
Convertible preferred shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Series Seed redeemable convertible preferred stock | ||||
Class of Stock [Line Items] | ||||
Convertible preferred shares, shares authorized (in shares) | 4,000,000 | 4,000,000 | 4,000,000 | |
Convertible preferred shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Series A redeemable convertible preferred stock | ||||
Class of Stock [Line Items] | ||||
Convertible preferred shares, shares authorized (in shares) | 40,052,154 | 40,052,154 | 40,052,154 | |
Convertible preferred shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Stockholders' Equity - Redeemab
Stockholders' Equity - Redeemable convertible preferred stock (Details) - USD ($) $ / shares in Units, $ in Millions | Jul. 02, 2021 | Jun. 04, 2021 | Feb. 01, 2021 | Aug. 05, 2020 | Aug. 31, 2018 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||||||||
Common stock shares issued upon conversion of redeemable convertible preferred stock | 14,182,854 | |||||||
RA Capital Healthcare Fund, L.P | ||||||||
Class of Stock [Line Items] | ||||||||
Purchase price | $ 0.0012 | |||||||
Series Seed redeemable convertible preferred stock | ||||||||
Class of Stock [Line Items] | ||||||||
Redeemable convertible preferred stock, shares | 4,000,000 | 4,000,000 | ||||||
Series Seed redeemable convertible preferred stock | RA Capital Healthcare Fund, L.P | ||||||||
Class of Stock [Line Items] | ||||||||
Redeemable convertible preferred stock, shares | 4,000,000 | |||||||
Purchase price | $ 1 | |||||||
Proceeds from sale of redeemable preferred stock | $ 4 | |||||||
Series A redeemable convertible preferred stock | ||||||||
Class of Stock [Line Items] | ||||||||
Redeemable convertible preferred stock, shares | 3,468,536 | 40,052,154 | 6,489,534 | |||||
Purchase price | $ 1.893 | $ 1.893 | $ 1.893 | |||||
Proceeds from sale of redeemable preferred stock | $ 6.6 | |||||||
Redeemable convertible preferred stock, shares issued, conversion of notes | 3,020,998 | |||||||
Series A redeemable convertible preferred stock | Stock purchase agreement | Three milestones | ||||||||
Class of Stock [Line Items] | ||||||||
Redeemable convertible preferred stock, shares | 33,562,620 | |||||||
Purchase price | $ 1.893 | |||||||
Proceeds from sale of redeemable preferred stock | $ 63.5 | |||||||
Series A redeemable convertible preferred stock | Stock purchase agreement | First milestone | ||||||||
Class of Stock [Line Items] | ||||||||
Redeemable convertible preferred stock, shares | 4,224,274 | |||||||
Proceeds from sale of redeemable preferred stock | $ 8 | |||||||
Series A redeemable convertible preferred stock | Stock purchase agreement | Second and third milestone | ||||||||
Class of Stock [Line Items] | ||||||||
Redeemable convertible preferred stock, shares | 29,338,346 | |||||||
Proceeds from sale of redeemable preferred stock | $ 55.5 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock (Details) | Jun. 30, 2021Voteshares | Dec. 31, 2020shares | Aug. 31, 2018$ / sharesshares |
Class of Stock [Line Items] | |||
Common shares, shares issued (in shares) | 243,076 | 243,076 | |
Common shares, votes per share | Vote | 1 | ||
RA Capital Healthcare Fund, L.P | |||
Class of Stock [Line Items] | |||
Common shares, shares issued (in shares) | 241,467 | ||
Share price | $ / shares | $ 0.0012 |
Stockholders' Equity - Common_2
Stockholders' Equity - Common Stock reserved for future issuance (Details) - shares | Jun. 30, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||
Common stock options granted and outstanding | 1,768,000 | |
Common stock reserved for future option grants | 2,770,954 | 229,105 |
Total | 18,721,808 | |
Series Seed redeemable convertible preferred stock | ||
Class of Stock [Line Items] | ||
Convertible preferred stock reserved for future issuance | 1,287,825 | |
Series A redeemable convertible preferred stock | ||
Class of Stock [Line Items] | ||
Convertible preferred stock reserved for future issuance | 12,895,029 |
Share-Based Compensation - Stoc
Share-Based Compensation - Stock option plan (Details) - shares | Jun. 29, 2021 | Jun. 30, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares granted | 2,541,849 | |
Number of shares available for award purposes | 1,768,000 | |
2021 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock shares authorized for issuance under share based payment award | 2,600,000 | |
Percentage on total number of shares outstanding | 4.00% | |
Number of shares granted | 832,000 | |
Number of shares available for award purposes | 1,768,000 | |
Expiration period | 10 years | |
2021 Plan | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 4 years | |
2021 Plan | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 3 years |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of stock option (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Options | ||
Outstanding at December 31, 2020 | 229,105 | |
Granted | 2,541,849 | |
Exercised | 0 | |
Cancelled/Forfeited | 0 | |
Outstanding at June 30, 2021 | 2,770,954 | 229,105 |
Vested and exercisable at June 30, 2021 | 41,250 | |
Vested and expected to vest at June 30, 2021 | 2,770,954 | |
Weighted Average Exercise Price | ||
Outstanding at December 31, 2020 | $ 1.74 | |
Granted | 6.04 | |
Exercised | 0 | |
Cancelled/Forfeited | 0 | |
Outstanding at June 30, 2021 | 5.69 | $ 1.74 |
Vested and exercisable at June 30, 2021 | 2.72 | |
Vested and expected to vest at June 30, 2021 | $ 5.69 | |
Weighted Average Remaining Contractual Term | ||
Remaining contractual term | 9 years 9 months 14 days | 9 years 8 months 8 days |
Granted | 9 years 10 months 2 days | |
Vested and exercisable at June 30, 2021 | 9 years 3 months 14 days | |
Vested and expected to vest at June 30, 2021 | 9 years 9 months 14 days | |
Aggregate Intrinsic Value | ||
Outstanding at June 30, 2021 | $ 47,439 | $ 0 |
Vested and exercisable at June 30, 2021 | 829 | |
Vested and expected to vest at June 30, 2021 | $ 47,439 |
Share-Based Compensation - Empl
Share-Based Compensation - Employee stock purchase plan (Details) - Employee stock purchase plan | 6 Months Ended |
Jun. 30, 2021shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Common stock available for issuance | 230,000 |
Percentage of common stock purchase price | 15.00% |
Discount percentage on marker price | 85.00% |
Shares issued | 0 |
Share-Based Compensation - Sc_2
Share-Based Compensation - Schedule of assumptions used in pricing model for the stock options (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Fair Value Assumptions [Line Items] | ||||
Expected term (in years) | 6 years | 6 years | ||
Expected volatility, minimum | 68.70% | 79.20% | 68.70% | 68.00% |
Expected volatility, maximum | 69.60% | 79.40% | 69.60% | 79.40% |
Risk-free interest rate | 0.40% | |||
Risk-free interest rate, minimum | 1.00% | 1.00% | 0.40% | |
Risk-free interest rate, maximum | 1.20% | 1.20% | 1.50% | |
Expected dividend | 0.00% | 0.00% | 0.00% | 0.00% |
Maximum | ||||
Share Based Compensation Arrangement By Share Based Payment Fair Value Assumptions [Line Items] | ||||
Expected term (in years) | 6 years 1 month 6 days | 6 years 1 month 6 days | ||
Minimum | ||||
Share Based Compensation Arrangement By Share Based Payment Fair Value Assumptions [Line Items] | ||||
Expected term (in years) | 5 years 9 months 18 days | 5 years 9 months 18 days |
Share-Based Compensation - Sc_3
Share-Based Compensation - Schedule of expense related to stock options (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total | $ 321 | $ 6 | $ 344 | $ 13 |
Share-Based Compensation Expense | ||||
Unrecognized stock based compensation | 9,400 | $ 9,400 | ||
Unrecognized stock-based compensation weighted-average period | 3 years 8 months 12 days | |||
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total | 101 | 2 | $ 113 | 2 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total | $ 220 | $ 4 | $ 231 | $ 11 |
Related Party Transactions (Det
Related Party Transactions (Details) - Service agreement with carnot LLC - USD ($) | Sep. 18, 2018 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||||||
Term of service agreement | 2 years | |||||
Accounts payable, related party | $ 8,524 | $ 8,524 | $ 5,632 | |||
Research and development and general and administrative expenses | ||||||
Related Party Transaction [Line Items] | ||||||
Expenses incurred under service agreement | $ 44,516 | $ 26,542 | $ 100,000 | $ 100,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Commitments and Contingencies. | ||
Commitments and contingencies |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions | Jul. 02, 2021 | Jul. 31, 2021 | Jun. 30, 2021 | Jun. 22, 2021 | Dec. 31, 2020 | Aug. 03, 2020 |
Subsequent Event [Line Items] | ||||||
Common stock, shares outstanding | 243,076 | 243,076 | ||||
Common stock, shares authorized | 50,000,000 | 150,000,000 | 50,000,000 | 50,000,000 | ||
Initial Public Offering | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares issued | 9,984,463 | |||||
Net proceeds | $ 127 | $ 127 | ||||
Issuance of redeemable convertible preferred stock (in shares) | 14,182,854 | |||||
Subsequent events | Initial Public Offering | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares issued | 9,984,463 | |||||
Offering price | $ 14 | |||||
Net proceeds | $ 127 | |||||
Underwriting discounts and commissions | 9.8 | |||||
IPO related costs | $ 3 | |||||
Number of convertible preferred shares converted | 44,052,154 | |||||
Issuance of redeemable convertible preferred stock (in shares) | 14,182,854 | |||||
Common stock, shares outstanding | 24,410,393 | |||||
Common stock, shares authorized | 150,000,000 | |||||
Undesignated preferred stock, Authorized | 10,000,000 |
Subsequent Events - Impact of I
Subsequent Events - Impact of IPO on certain condensed balance sheet on proforma basis (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Subsequent Event [Line Items] | ||||||
Cash and cash equivalents | $ 59,150 | $ 4,573 | ||||
Deferred offering costs | 3,000 | 0 | ||||
Total stockholders' deficit | (21,578) | $ (16,115) | $ (13,344) | $ (7,268) | $ (5,072) | $ (3,643) |
Initial Public Offering | ||||||
Subsequent Event [Line Items] | ||||||
Cash and cash equivalents | 59,150 | |||||
Deferred offering costs | 3,016 | |||||
Convertible preferred stock | 79,819 | |||||
Additional paid-in capital | 407 | |||||
Total stockholders' deficit | $ (21,578) | |||||
Pro Forma | Initial Public Offering | ||||||
Subsequent Event [Line Items] | ||||||
Cash and cash equivalents | 186,150 | |||||
Common stock | 2 | |||||
Additional paid-in capital | 207,224 | |||||
Total stockholders' deficit | $ 185,241 |
Subsequent Events - Lease agree
Subsequent Events - Lease agreement (Details) - Subsequent events - Lease agreement for office space | Aug. 06, 2021USD ($) |
Subsequent Event [Line Items] | |
Lease initial term | 39 months |
Base rent | $ 200,000 |
Right-of-use asset | 0 |
Lease liability | $ 0 |