Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 12, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Entity File Number | 001-39362 | |
Entity Registrant Name | Gelesis Holdings, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 84-4730610 | |
Entity Address, Address Line One | 501 Boylston Street | |
Entity Address, Address Line Two | Suite 6102 | |
Entity Address, City or Town | Boston | |
Entity Address State Or Province | MA | |
Entity Address, Postal Zip Code | 02116 | |
City Area Code | 617 | |
Local Phone Number | 456-4718 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001805087 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 72,390,413 | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common stock, par value $0.0001 per share | |
Trading Symbol | GLS | |
Security Exchange Name | NYSE | |
Redeemable Warrants | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 | |
Trading Symbol | GLS WS | |
Security Exchange Name | NYSE |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 33,985 | $ 28,397 |
Accounts receivable | 579 | 731 |
Grants receivable | 9,183 | 9,172 |
Inventories | 16,276 | 13,503 |
Prepaid expenses and other current assets | 13,043 | 14,203 |
Total current assets | 73,066 | 66,006 |
Property and equipment, net | 58,321 | 58,515 |
Operating lease right-of-use assets | 1,877 | 2,016 |
Intangible assets, net | 15,113 | 15,680 |
Other assets | 4,502 | 4,084 |
Total assets | 152,879 | 146,301 |
Current liabilities: | ||
Accounts payable, including due to related party of $345 and $147, respectively | 13,241 | 10,066 |
Accrued expenses and other current liabilities, including due to related party of $2,934 and $5,664 respectively | 10,124 | 13,660 |
Deferred income | 25,533 | 32,370 |
Operating lease liabilities | 548 | 541 |
Convertible promissory notes due to related party, held at fair value | 27,128 | |
Notes payable | 2,001 | 1,950 |
Warrant liabilities | 15,821 | |
Total current liabilities | 51,447 | 101,536 |
Deferred income | 9,984 | 8,914 |
Operating lease liabilities | 1,374 | 1,519 |
Notes payable, including due to related party of $16,191 and $16,523, respectively | 33,958 | 35,131 |
Warrant liabilities | 3,730 | |
Earnout liability | 25,002 | |
Other long-term liabilities, including due to related party of $2,623 and $2,416, respectively | 5,643 | 5,588 |
Total liabilities | 131,138 | 152,688 |
Commitments and contingencies (Note 19) | ||
Noncontrolling interest | 11,704 | 11,855 |
Stockholders' equity (deficit): | ||
Preferred stock, $0.0001 par value - 250,000,000 shares authorized at March 31, 2022; zero shares issued and outstanding at March 31, 2022 and December 31, 2021 | ||
Common stock, $0.0001 par value - 900,000,000 shares authorized at March 31, 2022; 72,390,413 issued and outstanding at March 31, 2022; 125,961,571 shares authorized at December 31, 2021; 6,248,192 issued and outstanding at December 31, 2021 | 7 | 1 |
Additional paid-in capital | 281,246 | (64,549) |
Accumulated other comprehensive income | 82 | 219 |
Accumulated deficit | (271,298) | (265,507) |
Total stockholders' equity (deficit) | 10,037 | (329,836) |
Total liabilities, noncontrolling interest, redeemable convertible preferred stock and stockholders' equity (deficit) | $ 152,879 | 146,301 |
Redeemable Convertible Preferred Stock | ||
Current liabilities: | ||
Redeemable convertible preferred stock, $0.0001 par value - zero shares issued and outstanding at March 31, 2022; 51,730,762 shares authorized at December 31, 2021; and 48,566,655 shares issued and outstanding at December 31, 2021 | $ 311,594 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Accounts payable, due to related party | $ 345 | $ 147 |
Accrued expenses and other liabilities, due to related parties | 2,934 | 5,664 |
Notes payable, due to related party | 16,191 | 16,523 |
Other long-term liabilities noncurrent, due to related party | $ 2,623 | $ 2,416 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 900,000,000 | 125,961,571 |
Common stock, shares issued | 72,390,413 | 6,248,192 |
Common stock, shares outstanding | 72,390,413 | 6,248,192 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 250,000,000 | |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Redeemable Convertible Preferred Stock | ||
Temporary equity, par value | $ 0.0001 | $ 0.0001 |
Temporary equity, shares authorized | 51,730,762 | |
Temporary equity, shares issued | 0 | 48,566,655 |
Temporary equity, shares outstanding | 0 | 48,566,655 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue: | ||
Total revenue, net | $ 7,514 | $ 3,101 |
Operating expenses: | ||
Costs of goods sold, including related party expenses of $301 and $124, respectively | 4,913 | 2,816 |
Selling, general and administrative, including related party expenses of $126 and $184, respectively | 37,706 | 11,945 |
Research and development, including related party expenses of $62 and $66, respectively | 7,410 | 4,376 |
Amortization of intangible assets | 567 | 567 |
Total operating expenses | 50,596 | 19,704 |
Loss from operations | (43,082) | (16,603) |
Change in the fair value of earnout liability | 33,869 | |
Change in the fair value of convertible promissory notes | (156) | |
Change in the fair value of warrants | 3,484 | (2,074) |
Interest expense, net | (135) | (361) |
Other income, net | 317 | 469 |
Loss before income taxes | (5,703) | (18,569) |
Provision for income taxes | 0 | 17 |
Net loss | (5,703) | (18,586) |
Accretion of senior preferred stock to redemption value | (37,934) | (33,761) |
Accretion of noncontrolling interest put option to redemption value | (88) | (94) |
Net loss attributable to common stockholders | $ (43,725) | $ (52,441) |
Net loss per share attributable to common stockholders - basic and diluted | $ (0.70) | $ (9.38) |
Weighted average common shares outstanding - basic and diluted | 62,743,154 | 5,589,290 |
Product Revenue, Net | ||
Revenue: | ||
Total revenue, net | $ 7,514 | $ 3,101 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (PARENTHETICAL) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Cost of goods sold, related party expense | $ 301 | $ 124 |
Selling, general and administrative, related party expense | 126 | 184 |
Research and development, related party expense | $ 62 | $ 66 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net loss | $ (5,703) | $ (18,586) |
Other comprehensive loss: | ||
Foreign currency translation adjustment | (137) | (411) |
Total other comprehensive loss | (137) | (411) |
Comprehensive loss | $ (5,840) | $ (18,997) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF NONCONTROLLING INTEREST, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Previously Reported | Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred StockPreviously Reported | Redeemable Convertible Preferred StockRetroactive Application of Recapitalization | Series A-3 Redeemable Convertible Preferred Stock | Noncontrolling Interest | Noncontrolling InterestPreviously Reported | Common Stock | Common StockPreviously Reported | Common StockRetroactive Application of Recapitalization | Additional Paid-in Capital | Additional Paid-in CapitalPreviously Reported | Accumulated Other Comprehensive Income | Accumulated Other Comprehensive IncomePreviously Reported | Accumulated Deficit | Accumulated DeficitPreviously Reported |
Balance at Dec. 31, 2020 | $ (146,938) | $ (146,938) | $ 1 | $ 1 | $ 23,907 | $ 23,907 | $ 938 | $ 938 | $ (171,784) | $ (171,784) | |||||||
Temporary Equity Balance at Dec. 31, 2020 | $ 213,211 | $ 213,211 | $ 12,429 | $ 12,429 | |||||||||||||
Temporary Equity Balance, shares at Dec. 31, 2020 | 47,813,946 | 18,446,525 | 29,367,421 | ||||||||||||||
Balance, shares at Dec. 31, 2020 | 5,587,094 | 2,155,490 | 3,431,604 | ||||||||||||||
Accretion of senior preferred stock to redemption value | (33,761) | (33,761) | |||||||||||||||
Temporary Equity, Accretion of senior preferred stock to redemption value | $ 33,761 | ||||||||||||||||
Temporary Equity, Exercise of warrants | $ 2,997 | ||||||||||||||||
Temporary Equity, Exercise of warrants, shares | 617,390 | ||||||||||||||||
Stock based compensation expense | 1,455 | 1,455 | |||||||||||||||
Exercise of share-based awards | 4 | 4 | |||||||||||||||
Exercise of share-based awards, shares | 2,634 | ||||||||||||||||
Accretion of noncontrolling interest put option to redemption value | (94) | (94) | |||||||||||||||
Temporary Equity, Accretion of noncontrolling interest put option to redemption value | 94 | ||||||||||||||||
Foreign currency translation adjustment | (411) | (411) | |||||||||||||||
Temporary Equity, Foreign currency translation adjustment | (546) | ||||||||||||||||
Net loss | (18,586) | (18,586) | |||||||||||||||
Balance at Mar. 31, 2021 | (198,331) | $ 2 | (8,395) | 527 | (190,464) | ||||||||||||
Temporary Equity Balance at Mar. 31, 2021 | $ 249,969 | 11,977 | |||||||||||||||
Temporary Equity Balance, shares at Mar. 31, 2021 | 48,431,336 | ||||||||||||||||
Balance, shares at Mar. 31, 2021 | 5,589,728 | ||||||||||||||||
Balance at Dec. 31, 2021 | (329,836) | $ (329,836) | $ 1 | $ 1 | (64,549) | $ (64,549) | 219 | $ 219 | (265,507) | $ (265,507) | |||||||
Temporary Equity Balance at Dec. 31, 2021 | $ 311,594 | $ 311,594 | 11,855 | $ 11,855 | |||||||||||||
Temporary Equity Balance, shares at Dec. 31, 2021 | 48,566,655 | 18,736,936 | 29,829,719 | ||||||||||||||
Balance, shares at Dec. 31, 2021 | 6,248,192 | 2,410,552 | 3,837,640 | ||||||||||||||
Accretion of legacy gelesis senior preferred stock to redemption value prior to business combination | (37,934) | (37,934) | |||||||||||||||
Temporary Equity, Accretion of legacy gelesis senior preferred stock to redemption value prior to business combination | $ 37,934 | ||||||||||||||||
Conversion of legacy gelesis convertible preferred stock into common stock upon business combination | 349,528 | 349,528 | |||||||||||||||
Conversion of legacy gelesis convertible preferred stock into common stock upon business combination, shares | 48,566,655 | ||||||||||||||||
Temporary Equity, Conversion of legacy gelesis convertible preferred stock into common stock upon business combination | $ (349,528) | ||||||||||||||||
Temporary Equity, Conversion of legacy gelesis convertible preferred stock into common stock upon business combination, shares | (48,566,655) | ||||||||||||||||
Proceeds from business combination, net of issuance costs and assumed liabilities | 70,478 | $ 6 | 70,472 | ||||||||||||||
Proceeds from business combination, net of issuance costs and assumed liabilities, shares | 17,399,440 | ||||||||||||||||
Conversion of legacy gelesis preferred stock warrants into common stock warrants upon business combination | 16,747 | 16,747 | |||||||||||||||
Recognition of earnout liability upon Business Combination | (58,871) | (58,871) | |||||||||||||||
Assumed private placement warrant liability upon business combination | (8,140) | (8,140) | |||||||||||||||
Exercise of warrants | 4 | 4 | |||||||||||||||
Exercise of warrants, shares | 176,126 | ||||||||||||||||
Stock based compensation expense | 13,989 | 13,989 | |||||||||||||||
Accretion of noncontrolling interest put option to redemption value | (88) | (88) | |||||||||||||||
Temporary Equity, Accretion of noncontrolling interest put option to redemption value | 88 | ||||||||||||||||
Foreign currency translation adjustment | (137) | (137) | |||||||||||||||
Temporary Equity, Foreign currency translation adjustment | (239) | ||||||||||||||||
Net loss | (5,703) | (5,703) | |||||||||||||||
Balance at Mar. 31, 2022 | $ 10,037 | $ 7 | $ 281,246 | $ 82 | $ (271,298) | ||||||||||||
Temporary Equity Balance at Mar. 31, 2022 | $ 11,704 | ||||||||||||||||
Temporary Equity Balance, shares at Mar. 31, 2022 | 0 | ||||||||||||||||
Balance, shares at Mar. 31, 2022 | 72,390,413 |
CONDENSED CONSOLIDATED STATEM_5
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 | $ (5,703) | $ (18,586) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of intangible assets | 567 | 567 |
Reduction in carrying amount of right-of-use assets | 132 | 41 |
Depreciation | 1,019 | 174 |
Stock-based compensation | 13,989 | 1,455 |
Unrealized loss on foreign currency transactions | 65 | 143 |
Noncash interest expense | 40 | 19 |
Accretion on marketable securities | (1) | |
Change in the fair value of earnout liability | (33,869) | |
Change in the fair value of warrants | (3,484) | 2,074 |
Change in the fair value of convertible promissory notes | 156 | |
Change in fair value of One S.r.l. call option | 258 | 48 |
Changes in operating assets and liabilities: | ||
Account receivables | (1,177) | (169) |
Grants receivable | (198) | (1,273) |
Prepaid expenses and other current assets | (2,010) | 318 |
Inventories | (2,888) | 846 |
Other assets | (1,222) | |
Accounts payable | 3,502 | (1,192) |
Accrued expenses and other current liabilities | 528 | 200 |
Operating lease liabilities | (134) | (37) |
Deferred income | (5,550) | 8,459 |
Other long-term liabilities | (426) | (158) |
Net cash used in operating activities | (35,183) | (8,294) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (1,963) | (6,354) |
Maturities of marketable securities | 24,000 | |
Net cash (used in) provided by investing activities | (1,963) | 17,646 |
Cash flows from financing activities: | ||
Proceeds from Business Combination, net of transaction costs | 70,478 | |
Principal repayment of notes payable | (418) | (186) |
Repayment of convertible promissory notes due to related party, held at fair value | (27,284) | |
Proceeds from issuance of promissory notes (net of issuance costs of $0 and $30, respectively) | 3,506 | |
Proceeds from the exercise of warrants | 4 | 10 |
Proceeds from exercise of share-based awards | 4 | |
Net cash provided by financing activities | 42,780 | 3,334 |
Effect of exchange rates on cash | (46) | (973) |
Net increase in cash | 5,588 | 11,713 |
Cash and cash equivalents at beginning of year | 28,397 | 48,144 |
Cash and cash equivalents at end of period | 33,985 | 59,857 |
Noncash investing and financing activities: | ||
Purchases of property and equipment included in accounts payable and accrued expense | 1,721 | 889 |
Recognition of earnout liability | 58,871 | |
Recognition of private placement warrant liability | 8,140 | |
Supplemental cash flow information: | ||
Interest paid on notes payable | $ 95 | $ 43 |
CONDENSED CONSOLIDATED STATEM_6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (PARENTHETICAL) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement Of Cash Flows [Abstract] | ||
Payment of issuance costs | $ 0 | $ 30 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of the Business and Basis of Presentation | 1. Nature of the Business and Basis of Presentation Nature of Business Gelesis Holdings, Inc., or the Company, formerly known as Capstar Special Purpose Acquisition Corp. or “ CPSR ” , is a commercial stage biotherapeutics company incorporated under the laws of the State of Delaware. The Company aims to transform weight management through proprietary biomimetic hydrogel technology, inspired by the compositional and mechanical properties of raw vegetables. Since its inception, the Company has devoted substantially all of its efforts to business planning, licensing technology, research and development, commercial activities, recruiting management and technical staff and raising capital and has financed its operations through the issuance of redeemable convertible preferred and common stock, a license and collaboration agreement, supply and distribution agreements, long-term loans, convertible bridge note financings, and government grants. The Company currently manufactures and markets its first product, Plenity® (the “ Product ” ), which is based on a proprietary hydrogel technology. Plenity® received de novo clearance from the FDA on April 12, 2019 as a Class II medical device to aid in weight management in adults with excess weight or obesity, Body Mass Index (BMI) of 25 to 40 kg/m 2 , when used in conjunction with diet and exercise. In June 2019, the Company received approval to market Plenity in Europe through a Conformité Européenne (CE) mark for Plenity as a class III medical device indicated for weight loss in overweight and obese adults with a Body Mass Index (BMI) of 25-40 kg/m 2 , when used in conjunction with diet and exercise. Plenity, which is available by prescription in the United States, became available for first commercial sale in May 2020 to a limited number of consumers. In October 2020, availability was increased to test commercial interest and consumer experience. Activities associated with a full commercial launch of Plenity in the United States began in late 2021, and in February 2022, the Company launched the first national broad awareness media campaign for the product. On July 19, 2021, Gelesis, Inc. (together with its consolidated subsidiaries, “Legacy Gelesis”) entered into a Business Combination Agreement (“Business Combination Agreement ” ) with CPSR, a special purpose acquisition company. On January 13, 2022, CPSR, a Delaware corporation and the predecessor company consummated the previously announced business combination (“Business Combination ” ), pursuant to the terms of the Business Combination Agreement, dated as of July 19, 2021 (as amended on November 8, 2021 and December 30, 2021), by and among CPSR, CPSR Gelesis Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of CPSR (“Merger Sub”), and Legacy Gelesis. Pursuant to the Business Combination Agreement, on the closing date, (i) Merger Sub merged with and into Legacy Gelesis (the “Merger”), with Legacy Gelesis as the surviving company in the Merger, and, after giving effect to such Merger, Legacy Gelesis became a wholly-owned subsidiary of CPSR and (ii) CPSR changed its name to “Gelesis Holdings, Inc.” (together with its consolidated subsidiaries, “Gelesis Holdings”). The Business Combination, together with the PIPE financing and the sale of the backstop purchase shares, generated approximately $ 105 million in gross proceeds and $ 70.5 million in net proceeds (See Note 3). On January 14, 2022, Gelesis Holdings’ securities began trading on the New York Stock Exchange under the symbols “GLS” and “GLS.W”. The Business Combination was accounted for as a reverse recapitalization in conformity with accounting principles generally accepted in the United States. Under this method of accounting, CPSR has been treated as the "acquired" company for financial reporting purposes. This determination was primarily based on the Legacy Gelesis’ stockholders comprising a relative majority of the voting power of the combined company, the Legacy Gelesis’ operations prior to the acquisition comprising the only ongoing operations of Gelesis Holdings, the majority of Gelesis Holdings’ board of directors appointment by Legacy Gelesis, and Legacy Gelesis’ senior management comprising the entirety of the senior management of Gelesis Holdings. Accordingly, for accounting purposes, the consolidated financial statements of Gelesis Holdings will represent a continuation of the consolidated financial statements of Legacy Gelesis with the Business Combination being treated as the equivalent of Legacy Gelesis issuing stock for the net assets of CPSR, accompanied by a recapitalization. The net assets of CPSR will be stated at historical costs, with no goodwill or other intangible assets recorded. Going Concern The unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the ordinary course of business. The unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and liabilities that might be necessary should the Company be unable to continue as a going concern. The Company has a history of incurring substantial operating losses and has financed its operations primarily from the issuance of equity, promissory notes, government grants, supply and distribution agreements and collaborations and licensing arrangements. The Company expects such operating losses and negative cash flows from operations will continue in 2022. Even with proceeds from the Business Combination, the Company expects its cash on hand as of the date of the condensed consolidated financial statements and collection of accounts and grants receivable will only be sufficient to meet the Company’s obligations into the first quarter of 2023, and not at least twelve months beyond the date of issuance of the condensed consolidated financial statements. However, the extension of the Company's cash runway into the first quarter of 2023 is only achievable with the significant reduction of discretionary spending from prior levels, particularly with respect to the Company's discretionary sales and marketing activities and manufacturing and supply chain functions, and prior to considerations for any additional funding. These conditions raise substantial doubt about the Company’s ability to continue as a going concern and may adversely impact the sale of Plenity. The Company will need to raise additional capital in future periods to fund its operations. The Company will seek to raise necessary funds through a combination of equity issuances, debt financings, strategic collaborations and licensing arrangements, government grants, or other financing mechanisms. The Company’s ability to fund the completion of its ongoing and planned clinical studies, as well as its regulatory and commercial efforts, may be substantially dependent upon whether the Company can obtain sufficient funding at acceptable terms. If adequate sources of funding are not available to the Company, the Company may be required to delay, reduce or eliminate research and development programs, reduce or eliminate commercialization efforts, and reduce its headcount. Additionally, the Company is subject to risks common to companies in the biotechnology industry, including but not limited to, risks of failure of the full-scope product commercialization in targeted markets, clinical trials and preclinical studies, the impact of the COVID-19 pandemic on the Company’s supply chain and results of operations, dependence on key personnel, protection of proprietary technology, compliance with government regulations, and development by competitors of technological innovations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The Company’s condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”). The Company consolidates those entities where it has a direct and indirect controlling financial interest based on either a variable interest model or voting interest model. The Company’s condensed consolidated financial statements include the accounts of the Company, its two wholly-owned subsidiaries and a variable interest entity (“VIE”), Gelesis S.r.l., in which the Company has a controlling interest and is the primary beneficiary. The noncontrolling interest attributable to the Company’s VIE is presented as a separate component from stockholders’ equity (deficit) in the condensed consolidated balance sheets and as a noncontrolling interest in the condensed consolidated statements of noncontrolling interest, redeemable convertible preferred stock and stockholders’ equity. All intercompany balances and transactions have been eliminated in consolidation. Under the variable interest model, a controlling financial interest is determined based on which entity, if any, has (i) the power to direct the activities of the VIE that most significantly impacts the VIE’s economic performance and (ii) the obligations to absorb losses that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. Management performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE will cause the consolidation conclusion to change. The consolidation status of a VIE may change as a result of such reassessments. Changes in consolidation status are applied prospectively in accordance with U.S. GAAP. Reclassification of Prior Year Presentation Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations or financial position. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of income and expenses during the reporting period. The Company assesses the above estimates on an ongoing basis; however, actual results could materially differ from those estimates. Subsequent Event(s) The Company considers events or transactions that occur after the balance sheet date but before the condensed consolidated financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The Company evaluated all events and transactions through the date these condensed consolidated financial statements were filed with the Securities and Exchange Commission (“SEC”) or were available to be issued. Fair Value of Financial Instruments The guidance in FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), defines fair value and establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below: Level 1 – Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including during periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many instruments. This condition could cause an instrument to be reclassified from Level 1 to Level 2 or Level 2 to Level 3. The Company’s earnout liability, private placement warrants, and call option liability are recorded at fair value on a recurring basis. The carrying amount of accounts receivable, grants receivable, accounts payable and accrued expenses are considered a reasonable estimate of their fair value, due to the short-term maturity of these instruments. The carrying amount of notes payable is also considered to be a reasonable estimate of the fair value based on the nature of the debt and that the debt bears interest at the prevailing market rate for instruments with similar characteristics. The Company’s cash equivalents and marketable securities are carried at fair value, determined according to the fair value hierarchy described above. Earnout Liability: In connection with the Business Combination, Legacy Gelesis equityholders received the right to receive additional common stock upon the achievement of certain earnout targets. As the earnout consideration contains a settlement provision that precludes it from being indexed to the Company’s stock, it is classified as a liability held at fair value in accordance ASC 815 and the instrument is adjusted to fair value at each reporting period. In determining the fair value of the earnout liability at inception and on a recurring basis, the Company utilizes the Monte Carlo simulation value model where the fair value of the earnout is the present value of a distribution of potential outcomes on a daily basis over the term of the earnout period. Private Placement Warrant Liability: The Private Placement Warrants are recognized as liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities held at fair value and adjusts the instruments to fair value at each reporting period. In determining the fair value of the Private Placement Warrant liability, the Company utilized a modified Monte Carlo simulation value model at inception and on a recurring basis. One Srl Call Option: In connection with the October 2020 amended agreement with One Srl, the Company granted One a contingent call option to buy back the 10 % ownership that the Company acquired in the 2019 One Amendment. The One Srl call option was recorded as a liability held at fair value at the date of issuance and is remeasured at each subsequent reporting date with changes in fair value recorded in other income (expense) in the accompanying condensed consolidated statements of operations. Fair value is determined using a Black-Scholes option pricing model. Revenue Recognition Product Revenue The Company commercializes Plenity in the U.S. markets principally through synergistic partnerships with online pharmacies and telehealth providers, which in turn sell Plenity directly to patients based on prescriptions. Outside the U.S., the Company primarily seeks collaborations with strategic partners to market Plenity and obtain necessary regulatory approvals as necessary. Product revenue is recognized by the Company in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services when the customer obtains control of the product, which occurs at a point in time, when the product is received by the Company's customers. Reserves for Variable Consideration Revenues from product sales are recorded as product revenue at the net sales price (transaction price), which includes estimates of variable consideration that are reimbursable to customers for which reserves are established and which result from (a) shipping charges to end-users, (b) pharmacy dispensing and platform fees, (c) merchant and processing fees, (d) promotional discounts offered by the Company to end-users, and (e) reserves for expected product quality returns. These reserves for contractual adjustments are based on the amounts earned or to be claimed on the related sales and are classified as reductions of accounts receivable (if the amount is payable to the customer) or a current liability (if the amount is payable to a party other than the customer). Where appropriate, these estimates take into consideration a range of possible outcomes that are probability-weighted for relevant factors such as the Company's historical experience, current contractual and statutory requirements, specific known market events and trends, industry data and forecasted customer buying and payment patterns. Overall, these reserves reflect the Company's best estimates of the amount of consideration to which the Company is entitled based on the terms of the contract(s). The amount of variable consideration that is included in the transaction price may be constrained and is included in the net sales price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. Actual amounts of consideration ultimately received may differ from the Company's estimates. If actual results in the future vary from the Company's estimates, the Company will adjust these estimates, which would affect net product revenue and earnings in the period such variances become known. The Company has no plan to seek government or commercial payor reimbursements in the US or the overseas markets. Therefore, reserves for variable consideration do not contain any components related to government and payor rebates or chargebacks. Product Returns The Company generally does not accept customer returns, except for product quality related cases. The Company evaluates quality related returns and adjusts the corresponding product warranty reserves and liabilities at least quarterly and at the end of each reporting period. Stock-Based Compensation Effective January 1, 2020, the Company accounts for all stock-based compensation awards granted to employees and non-employees in accordance with ASC 718, Compensation – Stock Compensation . The Company’s stock-based compensation consist primarily of stock options. The measurement date for share-based awards is the date of grant, and stock-based compensation costs are recognized as expense over the respective requisite service periods, which are typically the vesting period. The fair value of each stock option grant is estimated as of the date of grant using the Black-Scholes option-pricing model that requires management to apply judgment and make estimates, including: • exercise price: The exercise price is the fair market value on grant date, which shall mean the closing sale price of common stock, as reported on such market on that date (or if there are no market quotations for such date, the determination shall be made by reference to the last date preceding such date for which there are market quotations); • expected volatility: As the Company was previously a privately-owned company, there is not sufficient historical volatility for the expected term of the options. Therefore, the Company used an average historical share price volatility based on an analysis of reported data for a peer group of comparable companies for which historical information is available. For these analyses, the Company selects companies with comparable characteristics to itself including enterprise value, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected life of the stock-based awards. The Company computes the historical volatility data using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of its stock-based awards. The Company intends to consistently apply this process using representative companies until a sufficient amount of historical information regarding the volatility of its own share price becomes available; • risk-free interest rate, which is based on the U.S. Treasury yield curve in effect at the time of grant commensurate with the expected term assumption; • expected term, which is calculated using the simplified method, as prescribed by the Securities and Exchange Commission Staff Accounting Bulletin No. 107, Share-Based Payment, as the Company has insufficient historical information regarding its stock options to provide a basis for an estimate. Under this approach, the weighted-average expected life is presumed to be the average of the contractual term of ten years and the weighted-average vesting term of the stock options, taking into consideration multiple vesting tranches; • dividend yield, which is zero based on the fact that the Company never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. Since the adoption of ASU 2018-07 on January 1, 2020, the measurement date for non-employee awards is the date of grant without changes in the fair value of the award. Stock-based compensation costs for non-employees are recognized as expense over the vesting period. Stock-based compensation expense is classified in the condensed consolidated statements of operations based on the function to which the related services are provided. Forfeitures are recorded as they occur. |
Business Combination and Revers
Business Combination and Reverse Recapitalization | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Reverse Recapitalization [Abstract] | |
Business Combination and Reverse Recapitalization | 3. Business Combination and Reverse Recapitalization As discussed in Note 1, on January 13, 2022, the Company consummated the Business Combination pursuant to the Business Combination Agreement with CPSR dated July 19, 2021, as amended on November 8, 2021 and December 30, 2021 . Concurrently with the execution of the Business Combination Agreement, CPSR entered into subscription agreements with certain investors (the “PIPE Investors”). Pursuant to the subscription agreements, the PIPE Investors purchased an aggregate of 9,000,000 shares of CPSR’s Class A common stock (the “PIPE Investment”) in a private placement at a price of $ 10.00 per share for an aggregate purchase price of $ 90.0 million. The PIPE Investment was consummated in connection with the closing. On December 30, 2021, CPSR entered into a backstop agreement (the “Backstop Agreement”) with certain investors (the “Backstop Investors”). Pursuant to the Backstop Agreement, the Backstop Investors purchased an aggregate of 744,217 shares of CPSR’s Class A common stock in a private placement at a price of $ 10.00 per share for an aggregate purchase price of $ 7.4 million. Additionally, CPSR issued the Backstop Investors 1,983,750 shares of CPSR Class A common stock as additional consideration. The Backstop Agreement was consummated in connection with the closing. The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, CPSR, who was the legal acquirer, was treated as the acquired company for financial reporting purposes. Accordingly, the Business Combination was treated as the equivalent of Gelesis issuing stock for the net assets of CPSR, accompanied by a recapitalization. In connection with the Business Combination, the Company incurred approximately $ 37.2 million of costs, consisting of underwriting, legal, and other professional fees, $ 34.5 million of which were direct transaction costs and recorded to additional paid-in capital as a reduction of proceeds and $ 2.7 million of which were not directly attributable to the Business Combination and recorded as an expense in selling, general and administrative expense on the accompanying condensed consolidated statements of operations. The following table summarizes the net proceeds from the Business Combination, as reconciled to the accompanying condensed consolidated statements of noncontrolling interest, redeemable convertible preferred stock and stockholder’s equity (deficit) and the condensed consolidated statements of cash flows: Amount Cash - CPSR trust and cash (net of redemptions) $ 7,558 Cash - PIPE Investment 90,000 Cash - Backstop Agreement 7,442 Gross proceeds $ 105,000 Less: transaction costs, advisory fees and liabilities paid ( 34,522 ) Net proceeds from the Business Combination $ 70,478 Immediately prior to closing of the Business Combination, Legacy Gelesis common stock was split according to the exchange ratio of 2.59 , which was determined pursuant to the Business Combination Agreement and based on Legacy Gelesis’ implied price per share prior to the Business Combination. Upon closing of the Business Combination, holders received shares of common stock of the Company on a one-to-one basis. For periods prior to the Business Combination, in the accompanying condensed consolidated financial statements, the reported share and per share amounts have been retroactively converted (“Retroactive Application of Recapitalization”) by applying the exchange ratio. The consolidated assets, liabilities and results of operations prior to the Business Combination are those of Legacy Gelesis Immediately prior to the closing of the Business Combination, Legacy Gelesis redeemable convertible preferred stock converted into Legacy Gelesis common stock and was subsequently split according to the exchange ratio of 2.59 . Upon closing of the Business Combination, holders received shares of common stock of the Company on a one-to-one basis. Immediately prior to the closing of the Business Combination, Legacy Gelesis stock options and restricted stock units (“RSU”) were split according to the exchange ratio of 2.59 . Upon closing of the Business Combination, holders of Legacy Gelesis stock options received a stock option to purchase shares of the Company’s common stock on a one-to-one basis and holder of Legacy Gelesis RSUs received RSUs of the Company on a one-to-one basis. Immediately prior to the closing of the Business Combination, Legacy Gelesis redeemable preferred stock warrants were converted into Legacy Gelesis common warrants and were subsequently split according to the exchange ratio of 2.59 . Upon closing of the Business Combination, holders received shares of common stock of the Company on a one-to-one basis. Immediately prior to the closing of the Business Combination, Legacy Gelesis common warrants were split according to the exchange ratio of 2.59 . Upon closing of the Business Combination, holders received shares of common stock of the Company on a one-to-one basis. The number of shares of common stock issued and outstanding immediately following the consummation of the Business Combination was as follows: Common Stock CPSR Public Stockholders 755,223 CPSR Sponsor Stockholders 4,916,250 Total CPSR Stockholders 5,671,473 Common stock issued to Gelesis Legacy Equityholders 54,814,847 Common stock issued to PIPE Investors and Backstop Agreement 11,727,967 Total common stock immediately after Closing 72,214,287 Earnout Shares In addition, each holder of Legacy Gelesis common stock, Legacy Gelesis options and Legacy Gelesis warrants will receive a pro rata portion of up to 23,482,845 restricted earnout shares of Gelesis Holding’s common stock, which will be issued and vest in equal thirds if the trading price of the Company’s common stock is greater than or equal to $ 12.50 , $ 15.00 and $ 17.50 , respectively, for any twenty ( 20 ) trading days within any thirty ( 30 )-trading day period on or prior to the date that is five years following the close of the Business Combination and will also vest in connection with any change of control transaction with respect to the Company if the applicable thresholds are met in such change of control transaction during the earnout period (each a “Triggering Event”). The Company determined 18,758,241 earnout shares are considered a contingent consideration arrangement in accordance with ASC 815, and recorded a liability upon the closing of the Business Combination of $ 58.9 million (see Note 14). The Company determined the remaining 4,724,604 earnout shares, which pertain to Legacy Gelesis equity awards, are incremental compensation in accordance with ASC 718 and equity classified. The total fair value of incremental compensation cost at the close of Business Combination was $ 14.8 million which will be expensed according to the vesting terms of the original underlying equity awards. The total incremental compensation cost, pertaining to Legacy Gelesis equity awards which had previously vested, was $ 11.4 million, of which $ 7.0 million and $ 4.4 million was recognized immediately following the close of the Business Combination as expense in selling, general and administrative expense and research and development expense, respectively, in the accompanying condensed consolidated statements of operations. Public Warrants and Private Placement Warrants Upon the closing of the Business Combination, the Company assumed 13,800,000 Public Warrants and 7,520,000 Private Placement Warrants. The Company determined the Public Warrants qualified as equity instruments in accordance with ASC 815 and reclassified the Public Warrants from liability to equity classification and the carrying value of $ 7.1 million was transferred to APIC on the accompanying condensed consolidated balance sheets. The Company determined the Private Placement Warrants met the definition of a liability under ASC 815 and recorded a liability reflecting the fair value of the Private Placement Warrants of $ 8.1 million. See Note 13 and Note 15 for further information on the Private Placement and Public Warrants, respectively. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. Fair Value Measurements Liabilities that are measured at fair value on a recurring basis, and the level of the fair value hierarchy utilized to determine such fair values, consisted of the following at March 31, 2022 (in thousands): Fair Value Measurements Fair Value Quoted Prices Significant Significant Liabilities: Earnout liability (See Note 14) $ 25,002 $ — $ — $ 25,002 Private placement warrant liability (see Note 13) 3,730 — — 3,730 One Srl call option 2,623 — — 2,623 Total liabilities measured at fair value $ 31,355 $ — $ — $ 31,355 Liabilities that are measured at fair value on a recurring basis, and the level of the fair value hierarchy utilized to determine such fair values, consisted of the following at December 31, 2021 (in thousands): Fair Value Measurements Fair Value Quoted Prices Significant Significant Liabilities: Convertible promissory notes (see Note 12) $ 27,128 $ — $ — $ 27,128 Legacy Gelesis preferred stock warrants (See Note 13) 15,821 — — 15,821 One Srl call option 2,416 — — 2,416 Total liabilities measured at fair value $ 45,365 $ — $ — $ 45,365 The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments during the three months ended March 31, 2022: Convertible Promissory Notes Legacy Gelesis Redeemable Preferred Stock Warrants Liabilities One Srl Call Option Earnout Liability Private Placement Warrant Liability Balance at December 31, 2021 $ 27,128 $ 15,821 $ 2,416 $ — $ — Assumed upon Business Combination — — — — 8,140 Recognized upon Business Combination — — — 58,871 — Changes in fair value 156 926 258 ( 33,869 ) ( 4,410 ) Foreign currency translation (gain)/loss — — ( 51 ) — — Conversion and exchange upon Business Combination — ( 16,747 ) — — — Settlement ( 27,284 ) Balance at March 31, 2022 $ — $ — $ 2,623 $ 25,002 $ 3,730 There were no transfers into or out of level 3 instruments and/or between level 1 and level 2 instruments during the three months ended March 31, 2022 . The fair value measurement of the convertible promissory notes, Legacy Gelesis preferred stock warrant liability, One Srl call option liability, earnout liability and private placement warrant liability utilized inputs not observable in the market and thus represents a Level 3 measurement. |
Product Revenue Reserve and All
Product Revenue Reserve and Allowance | 3 Months Ended |
Mar. 31, 2022 | |
Revenue From Contract With Customer [Abstract] | |
Product Revenue Reserve and Allowance | 5. Product Revenue Reserve and Allowance The Company sells the Product principally to a limited number of customers consisting of telemedicine and online pharmacies, that in turn resell the Product to end-user patients and healthcare providers. Patients are required to have a prescription in order to purchase the Product in the United States. Roman Health Pharmacy LLC During the three months ended March 31, 2022 and 2021 , the Company recognized $ 6.7 million and $ 2.9 million, respectively, of product revenue, net, in the accompanying condensed consolidated statements of operations with respect to Roman Health Pharmacy LLC, or Ro. At March 31, 2022 and December 31, 2021 , the Company recorded a deferred income balance of $ 24.2 million and $ 31.0 million, respectively, in the accompanying condensed consolidated balance sheets with respect to Ro. GoGoMeds During three months ended March 31, 2022 and 2021 , the Company recognized $ 1.1 million and $ 0.1 million, respectively, of product revenue, net, in the accompanying condensed consolidated statements of operations with respect to Specialty Medical Drugstore, LLC, d/b/a/ GoGoMeds, or GGM. At March 31, 2022 and December 31, 2021, the Company recorded an accounts receivable balance of $ 0.8 million and $ 0.8 million, respectively, prior to reserves and allowances, in the accompanying condensed consolidated balance sheets with respect to GGM. CMS Bridging DMCC At March 31, 2022 and December 31, 2021 , the discounted time-based milestone had a balance of $ 4.1 million and $ 4.1 million, respectively, included in other assets in the accompanying condensed consolidated balance sheets. The royalties and other commercial milestones will only be recognized in the periods in which the applicable subsequent sales occur. Total Product Revenue, net and Reserves During the three months ended March 31, 2022 and 2021 , the Company recognized $ 7.5 million and $ 3.1 million, respectively, of product revenue, net in the accompan ying condensed consolidated statements of operations. At March 31, 2022 and December 31, 2021 , the Company had accounts receivable of $ 0.8 million and $ 0.7 million, respectively, prior to reserves and allowances. The following table summarizes the activity in the product revenue reserve and allowance during the three months ended March 31, 2022 and 2021 (in thousands): At March 31, 2022 2021 Balance at December 31, $ 82 $ 14 Provision related to product sales 574 295 Credits and payments made ( 418 ) ( 297 ) Balance at March 31, $ 238 $ 12 At March 31, 2022 and 2021, product related reserve and allowances comprised solely contractual adjustments owed to the Company’s telehealth and online pharmacy partners, which were netted to accounts receivable in the Company’s condensed consolidated balance sheets for the year. Through March 31, 2022 , there had been no product related reserves or allowances owed to other parties, including the federal and state governments or their agencies. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | 6. Inventories I nventories consisted of the following (in thousands): March 31, December 31, 2022 2021 Raw materials $ 9,031 $ 8,074 Work in process 2,962 2,643 Finished goods 4,283 2,786 Total inventories $ 16,276 $ 13,503 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended |
Mar. 31, 2022 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Prepaid Expenses And Other Current Assets | 7. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): March 31, December 31, 2022 2021 Prepaid expenses $ 1,892 $ 982 Prepaid insurance 1,279 55 Prepaid manufacturing expenses 1,530 2,624 Prepaid contract research costs 201 262 Research and development tax credit 248 579 Value added tax receivable 6,145 5,633 Deferred financing costs 222 3,855 Income tax receivable 210 213 Investment tax credit 1,316 — Prepaid expenses and other current assets $ 13,043 $ 14,203 |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2022 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | 8. Property and Equipment, Net Property and equipment, net, consists of the following (in thousands): March 31, December 31, 2022 2021 Laboratory and manufacturing equipment $ 28,269 $ 28,101 Land and buildings 10,783 10,404 Leasehold improvements 1,582 1,614 Computer equipment and software 476 463 Capitalized software 232 228 Construction in process 22,295 22,097 Property and equipment – at cost 63,637 62,907 Less accumulated depreciation ( 5,316 ) ( 4,392 ) Property and equipment – net $ 58,321 $ 58,515 The Company owns and operates commercial manufacturing and research and development facilities in Italy, including a 51,000 square foot facility, which the Company expects to further expand to a 88,600 square foot facility, as well as approximately 12 acres of land, where the Company initiated construction of an additional 207,000 square foot facility. Both facilities are near the Town of Lecce in the Puglia region of Italy. Property and equipment classified as construction in process at March 31, 2022 and December 31, 2021 are related to the development of manufacturing lines that have not yet been placed into service at March 31, 2022 and December 31, 2021, respectively. Depreciation expense was approximately $ 1.0 million and $ 0.2 million during the three months ended March 31, 2022 and 2021 , respectively. |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2022 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | 9. Accrued Expenses Accrued expenses and other current liabilities consist of the following (in thousands): March 31, December 31, 2022 2021 Accrued payroll and related benefits $ 1,835 $ 1,384 Accrued professional fees and outside contractors (including 156 and $ 60 , respectively) 2,494 4,359 Accrued property, plant and equipment additions 1,557 1,257 Accrued inventory and manufacturing expense 268 128 Unpaid portion of acquisition of intangible asset and 2,778 5,604 Income taxes payable 96 145 Deferred legal fees 738 738 Accrued interest 358 45 Total accrued expenses $ 10,124 $ 13,660 |
Other Long-Term Liabilities
Other Long-Term Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Other Long-Term Liabilities | 10. Other Long-Term Liabilities Other long-term liabilities consist of the following (in thousands): March 31, December 31, 2022 2021 Long-term tax liabilities 90 182 Contingent loss for research and development tax credits 2,930 2,990 One Srl call option 2,623 2,416 Total other long-term liabilities $ 5,643 $ 5,588 |
Significant Agreements
Significant Agreements | 3 Months Ended |
Mar. 31, 2022 | |
Significant Agreements [Abstract] | |
Significant Agreements | 11. Significant Agreements Puglia 1 Grant In May 2020, the Company was awarded a grant by the Puglia region of Italy as an incentive to manufacture and carry out research and development activities in Italy (“PIA 1 Grant”), The Company recognized grant income of $ 0.2 million and $ 0.1 million in other income, net, on the accompanying condensed consolidated statements of operations during the three months ended March 31, 2022 and 2021 , respectively, related to the PIA 1 Grant, of which less than $ 0.1 million and $ 0.2 million was attributable to research and development expenses and investments in facilities and equipment, respectively, during the three months ended March 31, 2022 and less than $ 0.1 million was attributable to both research and development expenses and investments in facilities and equipment, respectively, during the three months ended March 31, 2021 . The Company recorded $ 6.1 million and $ 6.4 million of deferred income in the accompanying condensed consolidated balance sheets at March 31, 2022 and December 31, 2021 , respectively, of which $ 0.8 million and $ 0.9 million was recorded as a current liability, respectively, as it is expected to be recognized within one year of the date of the accompanying condensed consolidated balance sheets. The Company collected zero proceeds from the PIA 1 Grant during the three months ended March 31, 2022 , and recorded a grant receivable of $ 5.3 million and $ 5.4 million in the accompanying condensed consolidated balance sheets at March 31, 2022 and December 31, 2021, respectively. Puglia 2 Grant In November 2020, the Company was awarded a second grant by the Puglia region of Italy as an incentive to manufacture and carry out research and development activities in Italy (“PIA 2 Grant”), The Company recognized grant income of $ 0.2 million and $ 0.5 million in other income, net, on the accompanying condensed consolidated statements of operations during the three months ended March 31, 2022, and 2021 , respectively, related to the PIA 2 Grant, which was entirely attributable to research and development expenses. The Company has recorded $ 3.7 million and $ 3.7 million of deferred income in the accompanying condensed consolidated balance sheets at March 31, 2022 and December 31, 2021 , respectively, of which $ 0.1 million and less than $ 0.1 million was recorded as a current liability, respectively, as it is expected to be recognized within one year of the date of the accompanying condensed consolidated balance sheets. The Company collected zero proceeds from the PIA 2 Grant during the three months ended March 31, 2022 , and has recorded a grant receivable of $ 3.8 million and $ 3.6 in the accompanying condensed consolidated balance sheets at March 31, 2022 and December 31, 2021, respectively. One S.r.l. (“One”) Amended Patent License and Assignment Agreement In June 2019, the Company amended and restated an existing master agreement with One (the “2019 One Amendment”), the original inventor of the Company’s core patents and a related party to the Company (see Notes 19 and 20). Under the amended and restated master agreement following this transaction, the Company eliminated certain future commercial milestone obligations and received a reduction in the percentage of royalties the Company was required to pay on future net sales. In return, One received additional consideration consisting of new future milestones upon the commercial success of new medical indications and a contingently issuable warrant for redeemable convertible preferred stock. Additionally, the Company acquired a 10 % equity interest in One in exchange for cash consideration. The Company accounted for the reduction in royalties the Company is required to pay on future net revenues that resulted from the 2019 One Amendment as an intangible asset under ASC 350, Intangibles – Goodwill and Other, which shall be amortized over its useful life, which was determined to be the earliest expiration of patents related to the underlying intellectual property in November 2028. The Company accounted for the acquisition of the 10 % equity interest in One under ASC 323, Investments – Equity Method and Joint Ventures. In connection with the acquisition of the 10 % equity interest in One, the Company made a payment of $ 2.9 million to One shareholders during the three months ended March 31, 2022 . The Company had remaining undiscounted payments of € 2.5 million and € 5.0 million due to One at March 31, 2022 and December 31, 2021 , respectively (approximately $ 2.8 million and $ 5.7 million due to One at March 31, 2022 and December 31, 2021, respectively). The remaining payments at March 31, 2022 were r ecorded in accrued expenses in the accompanying condensed consolidated balance sheets as it is expected to be settled within the next twelve months. None of the future milestones under the amended and restated master agreement, have been met, or are deemed to be probable of being met, at the transaction date or at March 31, 2022 and December 31, 2021, respectively. A summary of the intangible asset activity that resulted from this transaction during the three months ended March 31, 2022 is as follows (in thousands): Intangible Assets Intangible asset at relative fair value $ 15,564 Adjustment to record deferred tax liability 5,783 Carrying value of intangible asset at June 2019 acquisition date $ 21,347 Cumulative amortization expense ( 5,667 ) Balance at December 31, 2021 $ 15,680 Period amortization expense ( 567 ) Balance at March 31, 2022 $ 15,113 In October 2020, the Company further amended the terms of the agreement with One to cancels its obligation to issue a warrant for redeemable convertible preferred stock in the 2019 One Amendment for additional commercial milestone consideration and a warrant to purchase common stock. Additionally, the Company granted One a contingent call option to buy back the 10 % ownership that the Company acquired in the 2019 One Amendment at an exercise price of € 6.0 million (approximately $ 6.6 million at March 31, 2022). The call option is only exercisable upon (1) a change of control or a deemed liquidation event by the Company, as defined, in the Company’s Restated Certification of Incorporation (2) the date in which the Company’s current Chief Executive Officer is no longer affiliated with the Company in his capacity as either an executive officer or a member of the board of directors. The One Srl call option was recorded as a liability held at fair value at the date of issuance and is remeasured at each subsequent reporting date with changes in fair value recorded in other income (expense) in the accompanying condensed consolidated statements of operations. Fair value is determined using a Black-Scholes option pricing model. The significant inputs used in estimating the fair value of call option liability include the estimated fair value of the underlying stock price, expected term, risk free interest rate, and expected volatility. The following represents a summary of the changes to Company’s One Srl call option liability during the three months ended March 31, 2022 (in thousands): Balance at December 31, 2021 $ 2,416 Change in fair value 258 Foreign currency translation gain ( 51 ) Balance at March 31, 2022 $ 2,623 The following weighted average assumptions were used to determine the fair value of the One Srl call option liability at March 31, 2022 and December 31, 2021: March 31, December 31, 2022 2021 Expected term 4.0 years 2.0 years Expected volatility 65.0 % 62.0 % Expected dividend yield 0.0 % 0.0 % Risk free interest rate 2.5 % 0.70 % Estimated fair value of ownership interest $ 5,623 $ 6,922 Exercise price of call option $ 6,668 $ 6,806 Research Innovation Fund (“RIF”) Financing In August 2020, the Gelesis S.r.l. entered into a loan and equity agreement with RIF, an investment fund out of the EU, whereby Gelesis S.r.l. received € 10.0 million (approximately $ 11.1 million at March 31, 2022 ) from RIF as an equity investment and € 15.0 million (approximately $ 16.7 million at March 31, 2022 ) as a loan with a fixed interest rate of 6.35 % per annum (see Note 12). The equity investment can be called by the Company, beginning in December 2023 and ending in December 2026, by paying the investment plus 15 % percent annual interest. If the Company does not exercise this call option, beginning in January 2027 and ending in December 2027, RIF may put the investment to the Company at a cost of the investment amount plus 3.175 % percent annual interest. The loan has a termination date of December 31, 2030 and is repayable over 8 years starting 24 months subsequent to its issuance. Any unpaid principal and interest must be repaid upon exercise of the call option by the Company, or subsequent exercise of a put option by RIF. At March 31, 2022 , RIF holds approximately 20 % of the equity of Gelesis S.r.l. The Company recorded accretion of less than $ 0.1 million and foreign currency translation gain of $ 0.2 million to the noncontrolling interest during the three months ended March 31, 2022 . The noncontrolling interest balance was $ 11.7 million and $ 11.9 million at March 31, 2022 and December 31, 2021 , respectively, in the accompanying condensed consolidated balance sheets. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | 12. Debt The Company’s non-convertible debt outstanding at March 31, 2022 and December 31, 2021 is summarized as follows: March 31, December 31, 2022 2021 Italian Economic Development Agency Loan 344 525 Intesa Sanpaolo Loan 1 8,097 8,507 Intesa Sanpaolo Loan 2 5,557 5,672 Horizon 2020 Loan 477 486 RIF Shareholders Loan 16,672 17,015 UniCredit Loan 5,517 5,630 Total debt obligation $ 36,664 $ 37,835 Unamortized loan discount and issuance costs ( 705 ) ( 754 ) Total debt obligation carrying amount $ 35,959 $ 37,081 Current portion $ 2,001 $ 1,950 Long-term portion $ 33,958 $ 35,131 2021 Bridge Financing On December 13, 2021, the Company issued convertible promissory notes to related parties in the principal amount of $ 27.0 million (see Note 20). At December 31, 2021, the outstanding balance was $ 27.1 million, recorded at fair value in the accompanying condensed consolidated balance sheets. On January 19, 2022 the Company settled the convertible promissory notes in cash for principal plus accrued interest in the aggregate amount of $ 27.3 million. During the three months ended March 31, 2022 , the Company recognized a loss of $ 0.2 million with respect to the change in fair value of the convertible promissory notes on the accompanying condensed consolidated statements of operations. Future maturities with respect to debt outstanding at March 31, 2022 are as follows (in thousands): At March 31, 2022 Remaining 2022 obligation 1,729 2023 8,413 2024 5,655 2025 4,114 2026 4,136 More than 5 years 12,618 Unamortized loan discount and issuance costs ( 705 ) Total debt obligation carrying amount $ 35,959 Current portion $ 2,001 Long-term portion $ 33,958 |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2022 | |
Warrants And Rights Note Disclosure [Abstract] | |
Warrants | 13. Warrant Liabilities The following represents a summary of the warrant liabilities activity during the three months ended March 31, 2022 : Series A-4 Private Placement Warrants Total Balance at December 31, 2021 $ 15,821 $ — $ 15,821 Assumed upon Business Combination — 8,140 8,140 Changes in fair value 926 ( 4,410 ) ( 3,484 ) Conversion and exchange upon Business Combination ( 16,747 ) — ( 16,747 ) Balance at March 31, 2022 $ — $ 3,730 $ 3,730 Private Placement Warrants At March 31, 2022 , there were 7,520,000 Private Placement Warrants outstanding exercisable at $ 11.50 per share for common stock at the same terms as the Public Warrants. However, the warrants will not be redeemable by the Company for cash so long as they are held by the initial stockholders or their permitted transferees. The initial purchasers of the Private Placement Warrants, or their permitted transferees, also have the option to exercise the Private Placement Warrants on a cashless basis. If Private Placement Warrants are held by holders other than the initial purchasers thereof or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. The warrants were initially recorded at fair value with subsequent changes in fair value being recorded in the accompanying condensed consolidated statements of operations. The warrants at issuance and at March 31, 2022, were valued utilizing a modified Monte Carlo Simulation value model and significant unobservable Level 3 inputs. The following weighted-average assumptions were used to determine the fair value of the Private Placement Warrant liability at March 31, 2022: Private Placement Warrants Expected term 4.8 years Expected volatility 40.0 % Expected dividend yield 0.0 % Risk free interest rate 2.4 % Price of Gelesis Common Stock $ 4.53 Exercise price of warrants $ 11.50 Legacy Gelesis Redeemable Preferred Stock Warrants In connection with the Business Combination, Legacy Gelesis redeemable preferred stock warrants were reclassified from liability treatment to equity treatment pursuant to the terms of their exchange (see Note 15). |
Earnout Liability
Earnout Liability | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instrument Detail [Abstract] | |
Earnout Liability | 14. Earnout Liability The following represents a summary of the earnout liability activity during the three months ended March 31, 2022: Earnout Liability Balance at December 31, 2021 $ — Recognized upon Business Combination 58,871 Changes in fair value ( 33,869 ) Balance at March 31, 2022 $ 25,002 At Business Combination close and at March 31, 2022 , there were 18,758,241 earnout shares unissued and unvested. At March 31, 2022, none of the triggering events had been met. The earnout liability was initially recorded at fair value with subsequent changes in fair value being recorded in the accompanying condensed consolidated statements of operations. The earnout liability at issuance and at March 31, 2022, were valued utilizing a Monte Carlo Simulation and significant unobservable Level 3 inputs. The following weighted-average assumptions were used to determine the fair value of the earnout liability at March 31, 2022: Earnout Liability Expected term 4.8 years Expected volatility 40.0 % Expected dividend yield 0.0 % Risk free interest rate 2.4 % Price of Gelesis Common Stock $ 4.53 |
Stockholder's Equity (Deficit)
Stockholder's Equity (Deficit) | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders Equity Note [Abstract] | |
Stockholder's Equity (Deficit) | 15. Stockholder's Equity (Deficit) Common Stock The Company’s authorized capital stock consists of (a) 900,000,000 shares of common stock, par value $ 0.0001 per share; and (b) 250,000,000 shares of preferred stock, par value $ 0.0001 per share. At March 31, 2022 , there were 72,390,413 shares of common stock issued and outstanding. Legacy Redeemable Convertible Preferred Stock At December 31, 2021 and immediately prior to the Business Combination, Legacy Gelesis had outstanding Series A-1, Series A-2, Series A-3, Series A-4, Series A-5, Series Growth, Series 2 Growth and Series 3 Growth redeemable convertible preferred stock which are collectively referred to as “redeemable convertible preferred stock.” Immediately prior to the closing of the Business Combination, Legacy Gelesis redeemable convertible preferred stock converted into Legacy Gelesis common stock and was subsequently split according to the exchange ratio of 2.59 . Upon closing of the Business Combination, holders received shares of common stock of the Company on a one-to-one basis. Public Warrants In connection with the Business Combination the Company assumed 13,800,000 Public Warrants, which entitle the holder to acquire common stock, which are exercisable at an exercise price of $ 11.50 per share. The Public Warrants will expire at on the earlier to occur of five years after the completion of the Business Combination or redemption. Once the Public Warrants become exercisable, the Company may call the Public Warrants for redemption for cash: • in whole and not in part; • at a price of $ 0.01 per warrant; • upon not less than thirty (30) days’ prior written notice of redemption (the “ 30-day redemption period”) to each warrant holder; and • if, and only if, the closing price of the Common Stock equals or exceeds $ 18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any twenty( 20 ) trading days within a thirty ( 30 )-trading day period ending three (3) business days before the Company sends the notice of redemption to the warrant holders. If the Company calls the Public Warrants for redemption, the Company will have the option to require all holders that wish to exercise the Public Warrants to do so on a cashless basis, as described in the warrant agreement. Additionally, in no event will the Company be required to net cash settle. At March 31, 2022 , there were 13,800,000 Public Warrants outstanding. Rollover Warrants Immediately prior to the closing of the Business Combination, Legacy Gelesis redeemable preferred stock warrants were converted into Legacy Gelesis common warrants and were subsequently split according to the exchange ratio of 2.59 . Upon closing of the Business Combination, holders received shares of common stock of the Company on a one-to-one basis. At close of Business Combination and March 31, 2022 , there were 1,836,429 and 1,660,303 warrants outstanding, respectively, with an exercise price of $ 0.02 . During the three months ended March 31, 2022 , 176,126 rollover warrants were exercised for proceeds of less than $ 0.1 million. Immediately prior to the closing of the Business Combination, existing Legacy Gelesis common warrants were also split according to the exchange ratio of 2.59 . Upon closing of the Business Combination, holders received shares of common stock of the Company on a one-to-one basis. At close of Business Combination and at March 31, 2022 , respectively, there were 1,353,062 of these warrants outstanding with an exercise price of $ 4.26 . At March 31, 2022 and December 31, 2021 common stock reserved for future issuances was as follows: March 31, December 31, 2022 2021 Common stock issued upon option exercise and RSUs vesting 20,417,412 13,486,708 Conversion of all classes of redeemable convertible — 48,566,655 Issuances upon exercise of warrants to purchase Series A-4, — 1,836,429 Issuances upon exercise of common stock warrants 24,333,365 1,353,062 Earnout shares 23,482,845 — Total common stock reserved for future issuance 68,233,622 65,242,854 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 16. Stock-Based Compensation 2021 Stock Option Plan In January 2022, the Company's Board of Directors approved the 2021 Stock Option and Incentive Plan (the "2021 Plan"), which supersedes the 2016 Stock Option and Grant Plan and the 2006 Stock Incentive Plan and provides for the grant of incentive stock options, nonqualified stock options, restricted stock awards and restricted stock units to employees, directors, and nonemployees of the Company. The 2021 Plan was authorized initially to issue 9,583,570 shares, plus on January 1, 2023 and each January 1 thereafter, the number of shares of Stock reserved and available for issuance under the Plan shall be cumulatively increased by 4 percent of the number of shares of Stock issued and outstanding on the immediately preceding December 31. Under the 2021 Plan, 2,580,506 shares remained available for issuance at March 31, 2022. Options and restricted stock awards generally vest based on the grantee’s continued service with the Company during a specified period following a grant as determined by the Board of Directors and expire ten years from the grant date. In general, awards typically vest in three to four years , but vesting conditions can vary based on the discretion of the Company’s Board of Directors. The fair value of the options is estimated at the grant date using Black-Scholes and recognized over the vesting period, taking into account the terms and conditions upon which options are granted. The fair value of restricted stock awards is the fair value at the date of grant reduced by the exercise price of the award, if any. The fair value of both options and restricted stock awards are amortized on a straight-line basis over the requisite service period of the awards. Stock-based compensation expense is summarized for employees and nonemployees, by category in the accompanying condensed consolidated statements of operations as follows (in thousands): Three Months Ended March 31, 2022 2021 Research and development $ 5,065 $ 567 Selling, general and administrative 8,924 888 Total $ 13,989 $ 1,455 Stock Option Activity The following table summarizes the Company’s stock option activity during the three months ended March 31, 2022: Number of Weighted- Weighted- Aggregate Outstanding at December 31, 2021 4,889,820 $ 10.39 6.17 $ 54,449 Retroactive application of reverse recapitalization 7,784,666 ( 6.38 ) Adjusted and Outstanding at December 31, 2021 12,674,486 $ 4.01 6.17 $ 54,449 Granted 2,542,685 Exercised — Forfeited - unvested ( 17,281 ) $ 5.56 Forfeited - vested ( 55,079 ) $ 4.11 Expired — Outstanding at March 31, 2022 15,144,811 $ 3.89 6.58 $ 13,187 Exercisable at March 31, 2022 9,923,454 $ 3.58 5.14 $ - Vested and expected to vest at March 31, 2022 15,144,811 $ 3.89 6.58 $ 13,187 The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the common stock. The total fair value of options vested during the three months ended March 31, 2022 was $ 0.9 million. The fair value of each option issued was estimated at the date of grant using Black-Scholes with the following weighted-average assumptions: Three Months Ended March 31, 2022 Market price of common stock $ 3.33 Expected volatility 72.6 % Expected term (in years) 6.1 Risk-free interest rate 1.7 % Expected dividend yield 0.0 % The weighted-average grant date fair value of stock options granted during the three months ended March 31, 2022 was $ 2.16 . At March 31, 2022 and December 31, 2021 , there was $ 15.7 million and $ 8.7 million, respectively, of unrecognized compensation cost related to unvested stock option grants under the 2021 Plan, which was expected to be recognized over a weighted-average period of 2.6 and 2.2 years, respectively. Restricted Stock Unit (“RSU”) Activity The following table summarizes the Company’s RSU activity during the three months ended March 31, 2022: Number of RSUs Weighted- Outstanding and Unvested at December 31, 2021 313,354 $ 21.41 Retroactive application of reverse recapitalization 498,868 $ ( 13.15 ) Adjusted and Outstanding and Unvested at December 31, 2021 812,222 $ 8.26 Granted 4,460,379 $ 3.45 Vested — Forfeited — Outstanding and Unvested at March 31, 2022 5,272,601 $ 4.19 Each RSU entitles the holder to one share of common stock on vesting and the RSU awards are based on a cliff vesting schedule over requisite service periods in which the Company recognizes compensation expense for the RSUs. Vesting of the RSUs is subject to the satisfaction of certain service and or certain performance conditions. The Company recognizes the estimated grant date fair value of these awards as stock-based compensation expense over the service and or performance periods based upon its determination of whether it is probable that the service and or performance conditions will be achieved. The Company assesses the probability of achieving the service and or performance conditions at each reporting period. Cumulative adjustments, if any, are recorded to reflect subsequent changes in the estimated or actual outcome of service and or performance-related conditions. At March 31, 2022 and December 31, 2021 , unrecognized compensation cost for RSU awards granted totaled $ 15.1 million and $ 6.7 million, respectively. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 17. Income Taxes The Company recorded a provision of $ 0.0 million during the three months ended March 31, 2022 and March 31, 2021, respectively. The provision recorded differs from the US statutory rate of 21 % for the three months ended March 31, 2022 and March 31, 2021 primarily due to the valuation allowance recorded against the net operating losses and deferred tax assets. The Company continues to evaluate the positive and negative evidence bearing upon the realizability of its net deferred tax assets and determined that it is not more likely than not that the Company will recognize the benefits of the net deferred tax assets. Therefore, a full valuation allowance has been recorded against the balance of net deferred tax assets in the United States as of March 31, 2022 and December 31, 2021. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | 18. Earnings (Loss) per Share The weighted-average common shares outstanding and thus the net loss per share calculations and potentially dilutive security amounts for all periods prior to the Business Combination have been retrospectively adjusted to the equivalent number of shares outstanding immediately after the Business Combination to effect the reverse recapitalization. Historically reported weighted average shares outstanding have been multiplied by the exchange ratio of approximately 2.59 . See Note 3 for further information. Basic and diluted loss per share attributable to common stockholders was calculated as follows: Three Months Ended March 31, 2022 2021 Numerator: Net loss $ ( 5,703 ) $ ( 18,586 ) Accretion of redeemable convertible preferred stock to redemption value ( 37,934 ) ( 33,761 ) Accretion of noncontrolling interest put option to redemption value ( 88 ) ( 94 ) Net loss attributable to common stockholders $ ( 43,725 ) $ ( 52,441 ) Denominator: Weighted average common shares outstanding, basic and diluted 62,743,154 5,589,290 Net loss per share, basic and diluted $ ( 0.70 ) $ ( 9.38 ) The Company’s potential dilutive securities, which include stock options, RSUs, warrants and earnout shares have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of common stock outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same for all periods presented. The Company excluded the following potential common stock, presented based on amounts outstanding at March 31, 2022 and 2021 from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect. March 31, 2022 2021 Convertible preferred stock - 48,431,336 Warrants on convertible preferred stock - 2,030,277 Options and RSUs to acquire common stock 20,417,412 13,032,299 Warrants on common stock 24,333,365 1,353,062 Earnout shares - - Total 44,750,777 64,846,974 Total potentially dilutive common share equivalents for the three months ended March 31, 2022 , excludes 23,482,845 shares related to the earnout liability as these shares are contingently issuable upon meeting certain triggering events. |
Commitment and Contingencies
Commitment and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 19. Commitments and Contingencies Operating Leases In June 2019 , the Company entered into an operating lease agreement with PureTech Health LLC, or PureTech, for office space located in Boston, Massachusetts. The lease expires in August 2025 , with total lease payments of $ 3.2 million over the term. At March 31, 2022 , the Company’s operating lease right of use assets was $ 1.9 million, of which $ 0.5 million and $ 1.4 million were short-term and long-term lease liabilities, respectively. At December 31, 2021, the Company’s operating lease right of use assets was $ 2.0 million, of which $ 0.5 million and $ 1.5 million were short-term and long-term lease liabilities, respectively. Operating lease expense was $ 0.1 million during the three months ended March 31, 2022 and 2021, respectively. The remaining noncancelable term of the Company’s operating leases was 3.4 years at March 31, 2022 , and the weighted average discount rate was 5.9 %. Future maturities of the lease liability under the Company’s noncancelable operating leases at March 31, 2022 are as follows (in thousands): At March 31, 2022 Remaining 2022 maturities $ 474 2023 636 2024 555 2025 385 2026 32 More than 5 years 16 Total undiscounted lease maturities $ 2,098 Imputed interest ( 176 ) Total lease liability $ 1,922 Royalty Agreements Expenses from royalty agreements on net product sales and sublicense income is recognized as a cost of goods sold in the accompanying condensed consolidated statements of operations during the period in which the associated revenues are recognized. PureTech In December 2009, the Company entered into a royalty and sublicense income agreement with PureTech, a significant stockholder in the Company, whereby the Company is required to pay PureTech a 2.0 % royalty on net product sales received as a result of developing products and technology using the intellectual property purchased from One. One S.r.l Under the amended and restated master agreement with One, the Company is required to pay a 2.0 % royalty on net product sales and an aggregate of € 17.5 million (approximately $ 19.5 million at March 31, 2022) upon the achievement of certain commercial milestones of new medical indications as well as Plenity and pay royalties on net product sales and/or a percentage of sublicense income. At March 31, 2022, none of the milestones have been met. Grant Agreements The Company has been awarded grants from governmental agencies, which are recognized as income as the qualifying expenses are incurred (see Note 11). The grant agreements contain certain provisions, including, among others, maintaining a physical presence in the region for defined periods. Failure to comply with these covenants would require either a full or partial refund of the grant to the granting authority. Research and Development Tax Credits The Company’s subsidiary, Gelesis S.r.l., which conducts core manufacturing and research and development activities on behalf of the Company, is eligible to receive a non-income based and non-refundable tax credits for qualified research and development activities. The Company has earned research and development tax credits in Italy for qualifying expenses incurred by performing certain research and development activities. In December 2018, the Italian government passed a new budget law, effective January 1, 2019, that amended the eligibility criteria for recognizing qualifying research and development tax credits (“2019 Budget Law”). The 2019 Budget Law requires retroactive application for research and development tax credits earned during the year ended December 31, 2019. Under the 2019 Budget Law, research and development tax credits claimed in prior periods under previous interpretations of the research and development tax credit law may potentially be repaid by the Company. The Company evaluated the potential loss under ASC 450, Contingencies . The Company concluded that the likelihood of a potential loss arising from this matter is probable. The Company has recorded $ 2.9 million and $ 3.0 million as a component of other long-term liabilities in the accompanying condensed consolidated balance sheets at March 31, 2022 and December 31, 2021, respectively. In October 2021, the Italian federal tax authority initiated an audit of the research and development tax credits for the calendar years 2017 through 2019. The Company expects that this tax audit will continue through 2022. Litigation In connection with the Business Combination, the Company received a litigation demand letter from certain purported stockholders alleging that the Company was required to provide holders of Class A Common Stock a separate class vote in connection with proposed amendments of the Company's Amended and Restated Certificate of Incorporation to increase the number of authorized shares, such that separate votes can be cast on the proposed increase in the number of shares of Class A common stock and the proposed increase in the number of shares of preferred stock. While the Company believes that the ultimate outcome of this litigation demand will not have a material effect on these condensed consolidated financial statements as well as its financial position, results of operations, and cash flows, the Company is unable to determine a range of potential losses that is reasonably possible of occurring. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 20. Related Party Transactions The Company had the following transactions with related parties: PureTech In June 2019, PureTech executed a sublease agreement with the Company (see Note 19). With respect to the sublease, the Company incurred lease expense of $ 0.1 million and $ 0.2 million during three months ended March 31, 2022 and 2021, respectively, recorded in general and administrative expenses in the accompanying condensed consolidated statements of operations. The Company incurred royalty expense of $ 0.2 million and less than $ 0.1 million in connection with the PureTech royalty agreement (see Note 19) during the three months ended March 31, 2022 and 2021 , respectively, recorded in cost of goods sold in the accompanying condensed consolidated statements of operations. The Company had an accounts payable balance to PureTech of $ 0.3 million and $ 0.1 million at March 31, 2022 and December 31, 2021, respectively, in the accompanying condensed consolidated balance sheets. On December 13, 2021, the Company issued a convertible promissory note to PureTech in the principal amount of $ 15.0 million (see Note 12). At December 31, 2021, the outstanding balance was $ 15.1 million, recorded at fair value in the accompanying condensed consolidated balance sheets. On January 19, 2022 the Company settled the convertible promissory notes in cash for principal plus accrued interest in the aggregate amount of $ 15.2 million. During the three months ended March 31, 2022 , the Company recognized a loss of $ 0.1 million with respect to the change in fair value of the convertible promissory notes on the accompanying condensed consolidated statements of operations. SSD2 On December 13, 2021, the Company issued a convertible promissory note to SSD2, LLC in the principal amount of $ 12.0 million (see Note 12). At December 31, 2021, the outstanding balance was $ 12.1 million, recorded at fair value in the accompanying condensed consolidated balance sheets. On January 19, 2022 the Company settled the convertible promissory notes in cash for principal plus accrued interest in the aggregate amount of $ 12.1 million. During the three months ended March 31, 2022 , the Company recognized a loss of less than $ 0.1 million with respect to the change in fair value of the convertible promissory notes on the accompanying condensed consolidated statements of operations. One S.r.l Consulting Agreement with Founder of One The Company and one of the founders of One, who is also a stockholder of the Company, entered into a consulting agreement for the development of the Company's science and technology. The Company incurred costs for consulting services received from the founder of One totaling less than $ 0.1 million during each of the three months ended March 31, 2022 and 2021 , respectively, recorded in research and development expense in the accompanying condensed consolidated statements of operations. The Company recorded an accounts payable balance to the founder of less than $ 0.1 million at both March 31, 2022 and December 31, 2021, respectively, in the accompanying condensed consolidated balance sheets. Acquisition of One In connection with the amended and restated master agreement with One (see Note 11), the Company acquired a 10.0 % equity interest in One in exchange for cash consideration. During the three months ended March 31, 2022 the Company made a payment of $ 2.9 million to One shareholders with respect to the acquisition. The Company had remaining undiscounted payments of € 2.5 million and € 5.0 million due to one at March 31, 2022 and December 31, 2021 , respectively (approximately $ 2.8 million and $ 5.7 million due to One at March 31, 2022 and December 31, 2021, respectively). The balance at March 31, 2022 was recorded in accrued expenses in the accompanying condensed consolidated balance sheets as it is expected to be settled within the next twelve months. Additionally, the Company incurred royalty expense of $ 0.2 million and $ 0.1 million with One (see Note 19) during the three months ended March 31, 2022 and 2021 , respectively, recorded in cost of goods sold in the accompanying condensed consolidated statements of operations. The Company had an accounts payable balance to One Srl of less than $ 0.1 million and an accrued expense balance of $ 0.2 million at March 31, 2022 and an accrued expense balance of less than $ 0.1 million at December 31, 2021, respectively, related to royalties in the accompanying condensed consolidated balance sheets. RIF Transaction In connection with the RIF transaction entered into in August 2020, the Company received $ 12.3 million from RIF as an equity investment that can be called by the Company beginning in December 2023 and ending in December 2026 by paying the investment plus 15.0 % percent annual interest or put by RIF starting in January 2027 and ending in December 2027 for the investment amount plus 3.175 % percent annual interest. RIF holds approximately 20 % of the equity of Gelesis S.r.l. at December 31, 2021 (see Note 11). In addition, the shareholders of RIF provided the Company with a loan for $ 18.4 million with a fixed interest rate of 6.35 % per annum (see Note 12). |
Subsequent Event(s)
Subsequent Event(s) | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Event(s) | 21. Subsequent Event(s) The Company has evaluated subsequent events which may require adjustment to or disclosure in the condensed consolidated financial statements through the date of issuance of these condensed consolidated financial statements and concluded there are none. |
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 Company’s condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”). The Company consolidates those entities where it has a direct and indirect controlling financial interest based on either a variable interest model or voting interest model. The Company’s condensed consolidated financial statements include the accounts of the Company, its two wholly-owned subsidiaries and a variable interest entity (“VIE”), Gelesis S.r.l., in which the Company has a controlling interest and is the primary beneficiary. The noncontrolling interest attributable to the Company’s VIE is presented as a separate component from stockholders’ equity (deficit) in the condensed consolidated balance sheets and as a noncontrolling interest in the condensed consolidated statements of noncontrolling interest, redeemable convertible preferred stock and stockholders’ equity. All intercompany balances and transactions have been eliminated in consolidation. Under the variable interest model, a controlling financial interest is determined based on which entity, if any, has (i) the power to direct the activities of the VIE that most significantly impacts the VIE’s economic performance and (ii) the obligations to absorb losses that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. Management performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE will cause the consolidation conclusion to change. The consolidation status of a VIE may change as a result of such reassessments. Changes in consolidation status are applied prospectively in accordance with U.S. GAAP. |
Reclassification of Prior Year Presentation | Reclassification of Prior Year Presentation Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations or financial position. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of income and expenses during the reporting period. The Company assesses the above estimates on an ongoing basis; however, actual results could materially differ from those estimates. |
Subsequent Event(s) | Subsequent Event(s) The Company considers events or transactions that occur after the balance sheet date but before the condensed consolidated financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The Company evaluated all events and transactions through the date these condensed consolidated financial statements were filed with the Securities and Exchange Commission (“SEC”) or were available to be issued. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The guidance in FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), defines fair value and establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below: Level 1 – Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including during periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many instruments. This condition could cause an instrument to be reclassified from Level 1 to Level 2 or Level 2 to Level 3. The Company’s earnout liability, private placement warrants, and call option liability are recorded at fair value on a recurring basis. The carrying amount of accounts receivable, grants receivable, accounts payable and accrued expenses are considered a reasonable estimate of their fair value, due to the short-term maturity of these instruments. The carrying amount of notes payable is also considered to be a reasonable estimate of the fair value based on the nature of the debt and that the debt bears interest at the prevailing market rate for instruments with similar characteristics. The Company’s cash equivalents and marketable securities are carried at fair value, determined according to the fair value hierarchy described above. Earnout Liability: In connection with the Business Combination, Legacy Gelesis equityholders received the right to receive additional common stock upon the achievement of certain earnout targets. As the earnout consideration contains a settlement provision that precludes it from being indexed to the Company’s stock, it is classified as a liability held at fair value in accordance ASC 815 and the instrument is adjusted to fair value at each reporting period. In determining the fair value of the earnout liability at inception and on a recurring basis, the Company utilizes the Monte Carlo simulation value model where the fair value of the earnout is the present value of a distribution of potential outcomes on a daily basis over the term of the earnout period. Private Placement Warrant Liability: The Private Placement Warrants are recognized as liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities held at fair value and adjusts the instruments to fair value at each reporting period. In determining the fair value of the Private Placement Warrant liability, the Company utilized a modified Monte Carlo simulation value model at inception and on a recurring basis. One Srl Call Option: In connection with the October 2020 amended agreement with One Srl, the Company granted One a contingent call option to buy back the 10 % ownership that the Company acquired in the 2019 One Amendment. The One Srl call option was recorded as a liability held at fair value at the date of issuance and is remeasured at each subsequent reporting date with changes in fair value recorded in other income (expense) in the accompanying condensed consolidated statements of operations. Fair value is determined using a Black-Scholes option pricing model. |
Revenue Recognition | Revenue Recognition Product Revenue The Company commercializes Plenity in the U.S. markets principally through synergistic partnerships with online pharmacies and telehealth providers, which in turn sell Plenity directly to patients based on prescriptions. Outside the U.S., the Company primarily seeks collaborations with strategic partners to market Plenity and obtain necessary regulatory approvals as necessary. Product revenue is recognized by the Company in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services when the customer obtains control of the product, which occurs at a point in time, when the product is received by the Company's customers. Reserves for Variable Consideration Revenues from product sales are recorded as product revenue at the net sales price (transaction price), which includes estimates of variable consideration that are reimbursable to customers for which reserves are established and which result from (a) shipping charges to end-users, (b) pharmacy dispensing and platform fees, (c) merchant and processing fees, (d) promotional discounts offered by the Company to end-users, and (e) reserves for expected product quality returns. These reserves for contractual adjustments are based on the amounts earned or to be claimed on the related sales and are classified as reductions of accounts receivable (if the amount is payable to the customer) or a current liability (if the amount is payable to a party other than the customer). Where appropriate, these estimates take into consideration a range of possible outcomes that are probability-weighted for relevant factors such as the Company's historical experience, current contractual and statutory requirements, specific known market events and trends, industry data and forecasted customer buying and payment patterns. Overall, these reserves reflect the Company's best estimates of the amount of consideration to which the Company is entitled based on the terms of the contract(s). The amount of variable consideration that is included in the transaction price may be constrained and is included in the net sales price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. Actual amounts of consideration ultimately received may differ from the Company's estimates. If actual results in the future vary from the Company's estimates, the Company will adjust these estimates, which would affect net product revenue and earnings in the period such variances become known. The Company has no plan to seek government or commercial payor reimbursements in the US or the overseas markets. Therefore, reserves for variable consideration do not contain any components related to government and payor rebates or chargebacks. Product Returns The Company generally does not accept customer returns, except for product quality related cases. The Company evaluates quality related returns and adjusts the corresponding product warranty reserves and liabilities at least quarterly and at the end of each reporting period. |
Stock-Based Compensation | Stock-Based Compensation Effective January 1, 2020, the Company accounts for all stock-based compensation awards granted to employees and non-employees in accordance with ASC 718, Compensation – Stock Compensation . The Company’s stock-based compensation consist primarily of stock options. The measurement date for share-based awards is the date of grant, and stock-based compensation costs are recognized as expense over the respective requisite service periods, which are typically the vesting period. The fair value of each stock option grant is estimated as of the date of grant using the Black-Scholes option-pricing model that requires management to apply judgment and make estimates, including: • exercise price: The exercise price is the fair market value on grant date, which shall mean the closing sale price of common stock, as reported on such market on that date (or if there are no market quotations for such date, the determination shall be made by reference to the last date preceding such date for which there are market quotations); • expected volatility: As the Company was previously a privately-owned company, there is not sufficient historical volatility for the expected term of the options. Therefore, the Company used an average historical share price volatility based on an analysis of reported data for a peer group of comparable companies for which historical information is available. For these analyses, the Company selects companies with comparable characteristics to itself including enterprise value, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected life of the stock-based awards. The Company computes the historical volatility data using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of its stock-based awards. The Company intends to consistently apply this process using representative companies until a sufficient amount of historical information regarding the volatility of its own share price becomes available; • risk-free interest rate, which is based on the U.S. Treasury yield curve in effect at the time of grant commensurate with the expected term assumption; • expected term, which is calculated using the simplified method, as prescribed by the Securities and Exchange Commission Staff Accounting Bulletin No. 107, Share-Based Payment, as the Company has insufficient historical information regarding its stock options to provide a basis for an estimate. Under this approach, the weighted-average expected life is presumed to be the average of the contractual term of ten years and the weighted-average vesting term of the stock options, taking into consideration multiple vesting tranches; • dividend yield, which is zero based on the fact that the Company never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. Since the adoption of ASU 2018-07 on January 1, 2020, the measurement date for non-employee awards is the date of grant without changes in the fair value of the award. Stock-based compensation costs for non-employees are recognized as expense over the vesting period. Stock-based compensation expense is classified in the condensed consolidated statements of operations based on the function to which the related services are provided. Forfeitures are recorded as they occur. |
Business Combination and Reve_2
Business Combination and Reverse Recapitalization (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Reverse Recapitalization [Abstract] | |
Summary of Net Proceeds from Business Combination | The following table summarizes the net proceeds from the Business Combination, as reconciled to the accompanying condensed consolidated statements of noncontrolling interest, redeemable convertible preferred stock and stockholder’s equity (deficit) and the condensed consolidated statements of cash flows: Amount Cash - CPSR trust and cash (net of redemptions) $ 7,558 Cash - PIPE Investment 90,000 Cash - Backstop Agreement 7,442 Gross proceeds $ 105,000 Less: transaction costs, advisory fees and liabilities paid ( 34,522 ) Net proceeds from the Business Combination $ 70,478 |
Schedule of Number of Shares Issued and Immediately Consummation of Business Combination | The number of shares of common stock issued and outstanding immediately following the consummation of the Business Combination was as follows: Common Stock CPSR Public Stockholders 755,223 CPSR Sponsor Stockholders 4,916,250 Total CPSR Stockholders 5,671,473 Common stock issued to Gelesis Legacy Equityholders 54,814,847 Common stock issued to PIPE Investors and Backstop Agreement 11,727,967 Total common stock immediately after Closing 72,214,287 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Schedule of Liabilities Measured at Fair Value on Recurring Basis | Liabilities that are measured at fair value on a recurring basis, and the level of the fair value hierarchy utilized to determine such fair values, consisted of the following at March 31, 2022 (in thousands): Fair Value Measurements Fair Value Quoted Prices Significant Significant Liabilities: Earnout liability (See Note 14) $ 25,002 $ — $ — $ 25,002 Private placement warrant liability (see Note 13) 3,730 — — 3,730 One Srl call option 2,623 — — 2,623 Total liabilities measured at fair value $ 31,355 $ — $ — $ 31,355 Liabilities that are measured at fair value on a recurring basis, and the level of the fair value hierarchy utilized to determine such fair values, consisted of the following at December 31, 2021 (in thousands): Fair Value Measurements Fair Value Quoted Prices Significant Significant Liabilities: Convertible promissory notes (see Note 12) $ 27,128 $ — $ — $ 27,128 Legacy Gelesis preferred stock warrants (See Note 13) 15,821 — — 15,821 One Srl call option 2,416 — — 2,416 Total liabilities measured at fair value $ 45,365 $ — $ — $ 45,365 |
Summary of Changes in Fair Value of Company's Level 3 Financial Instruments | The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments during the three months ended March 31, 2022: Convertible Promissory Notes Legacy Gelesis Redeemable Preferred Stock Warrants Liabilities One Srl Call Option Earnout Liability Private Placement Warrant Liability Balance at December 31, 2021 $ 27,128 $ 15,821 $ 2,416 $ — $ — Assumed upon Business Combination — — — — 8,140 Recognized upon Business Combination — — — 58,871 — Changes in fair value 156 926 258 ( 33,869 ) ( 4,410 ) Foreign currency translation (gain)/loss — — ( 51 ) — — Conversion and exchange upon Business Combination — ( 16,747 ) — — — Settlement ( 27,284 ) Balance at March 31, 2022 $ — $ — $ 2,623 $ 25,002 $ 3,730 |
Product Revenue Reserve and A_2
Product Revenue Reserve and Allowance (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue From Contract With Customer [Abstract] | |
Summary of Activity in Product Revenue Reserve and Allowance | The following table summarizes the activity in the product revenue reserve and allowance during the three months ended March 31, 2022 and 2021 (in thousands): At March 31, 2022 2021 Balance at December 31, $ 82 $ 14 Provision related to product sales 574 295 Credits and payments made ( 418 ) ( 297 ) Balance at March 31, $ 238 $ 12 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | nventories consisted of the following (in thousands): March 31, December 31, 2022 2021 Raw materials $ 9,031 $ 8,074 Work in process 2,962 2,643 Finished goods 4,283 2,786 Total inventories $ 16,276 $ 13,503 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following (in thousands): March 31, December 31, 2022 2021 Prepaid expenses $ 1,892 $ 982 Prepaid insurance 1,279 55 Prepaid manufacturing expenses 1,530 2,624 Prepaid contract research costs 201 262 Research and development tax credit 248 579 Value added tax receivable 6,145 5,633 Deferred financing costs 222 3,855 Income tax receivable 210 213 Investment tax credit 1,316 — Prepaid expenses and other current assets $ 13,043 $ 14,203 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net, consists of the following (in thousands): March 31, December 31, 2022 2021 Laboratory and manufacturing equipment $ 28,269 $ 28,101 Land and buildings 10,783 10,404 Leasehold improvements 1,582 1,614 Computer equipment and software 476 463 Capitalized software 232 228 Construction in process 22,295 22,097 Property and equipment – at cost 63,637 62,907 Less accumulated depreciation ( 5,316 ) ( 4,392 ) Property and equipment – net $ 58,321 $ 58,515 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses and other current liabilities consist of the following (in thousands): March 31, December 31, 2022 2021 Accrued payroll and related benefits $ 1,835 $ 1,384 Accrued professional fees and outside contractors (including 156 and $ 60 , respectively) 2,494 4,359 Accrued property, plant and equipment additions 1,557 1,257 Accrued inventory and manufacturing expense 268 128 Unpaid portion of acquisition of intangible asset and 2,778 5,604 Income taxes payable 96 145 Deferred legal fees 738 738 Accrued interest 358 45 Total accrued expenses $ 10,124 $ 13,660 |
Other Long-Term Liabilities (Ta
Other Long-Term Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Other Long-Term Liabilities | Other long-term liabilities consist of the following (in thousands): March 31, December 31, 2022 2021 Long-term tax liabilities 90 182 Contingent loss for research and development tax credits 2,930 2,990 One Srl call option 2,623 2,416 Total other long-term liabilities $ 5,643 $ 5,588 |
Significant Agreements (Tables)
Significant Agreements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Significant Agreements [Abstract] | |
Schedule of finite lived intangible assets amortization expense | A summary of the intangible asset activity that resulted from this transaction during the three months ended March 31, 2022 is as follows (in thousands): Intangible Assets Intangible asset at relative fair value $ 15,564 Adjustment to record deferred tax liability 5,783 Carrying value of intangible asset at June 2019 acquisition date $ 21,347 Cumulative amortization expense ( 5,667 ) Balance at December 31, 2021 $ 15,680 Period amortization expense ( 567 ) Balance at March 31, 2022 $ 15,113 |
Summary of Changes in Fair Value of Call Option Liability | The following represents a summary of the changes to Company’s One Srl call option liability during the three months ended March 31, 2022 (in thousands): Balance at December 31, 2021 $ 2,416 Change in fair value 258 Foreign currency translation gain ( 51 ) Balance at March 31, 2022 $ 2,623 |
Weighted Average Assumptions Used to Determine Fair Value of Call Option Liability | The following weighted average assumptions were used to determine the fair value of the One Srl call option liability at March 31, 2022 and December 31, 2021: March 31, December 31, 2022 2021 Expected term 4.0 years 2.0 years Expected volatility 65.0 % 62.0 % Expected dividend yield 0.0 % 0.0 % Risk free interest rate 2.5 % 0.70 % Estimated fair value of ownership interest $ 5,623 $ 6,922 Exercise price of call option $ 6,668 $ 6,806 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Non-convertible Debt Outstanding | The Company’s non-convertible debt outstanding at March 31, 2022 and December 31, 2021 is summarized as follows: March 31, December 31, 2022 2021 Italian Economic Development Agency Loan 344 525 Intesa Sanpaolo Loan 1 8,097 8,507 Intesa Sanpaolo Loan 2 5,557 5,672 Horizon 2020 Loan 477 486 RIF Shareholders Loan 16,672 17,015 UniCredit Loan 5,517 5,630 Total debt obligation $ 36,664 $ 37,835 Unamortized loan discount and issuance costs ( 705 ) ( 754 ) Total debt obligation carrying amount $ 35,959 $ 37,081 Current portion $ 2,001 $ 1,950 Long-term portion $ 33,958 $ 35,131 |
Summary of Future Maturities to Non-convertible Debt Outstanding | Future maturities with respect to debt outstanding at March 31, 2022 are as follows (in thousands): At March 31, 2022 Remaining 2022 obligation 1,729 2023 8,413 2024 5,655 2025 4,114 2026 4,136 More than 5 years 12,618 Unamortized loan discount and issuance costs ( 705 ) Total debt obligation carrying amount $ 35,959 Current portion $ 2,001 Long-term portion $ 33,958 |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Class Of Warrant Or Right [Line Items] | |
Summary of Changes in Warrant Liabilities Activity | The following represents a summary of the warrant liabilities activity during the three months ended March 31, 2022 : Series A-4 Private Placement Warrants Total Balance at December 31, 2021 $ 15,821 $ — $ 15,821 Assumed upon Business Combination — 8,140 8,140 Changes in fair value 926 ( 4,410 ) ( 3,484 ) Conversion and exchange upon Business Combination ( 16,747 ) — ( 16,747 ) Balance at March 31, 2022 $ — $ 3,730 $ 3,730 |
Summary of Weighted Average Assumptions of Fair Value of Liabilities | Liabilities that are measured at fair value on a recurring basis, and the level of the fair value hierarchy utilized to determine such fair values, consisted of the following at March 31, 2022 (in thousands): Fair Value Measurements Fair Value Quoted Prices Significant Significant Liabilities: Earnout liability (See Note 14) $ 25,002 $ — $ — $ 25,002 Private placement warrant liability (see Note 13) 3,730 — — 3,730 One Srl call option 2,623 — — 2,623 Total liabilities measured at fair value $ 31,355 $ — $ — $ 31,355 Liabilities that are measured at fair value on a recurring basis, and the level of the fair value hierarchy utilized to determine such fair values, consisted of the following at December 31, 2021 (in thousands): Fair Value Measurements Fair Value Quoted Prices Significant Significant Liabilities: Convertible promissory notes (see Note 12) $ 27,128 $ — $ — $ 27,128 Legacy Gelesis preferred stock warrants (See Note 13) 15,821 — — 15,821 One Srl call option 2,416 — — 2,416 Total liabilities measured at fair value $ 45,365 $ — $ — $ 45,365 |
Private Placement Warrants | |
Class Of Warrant Or Right [Line Items] | |
Summary of Weighted Average Assumptions of Fair Value of Liabilities | The following weighted-average assumptions were used to determine the fair value of the Private Placement Warrant liability at March 31, 2022: Private Placement Warrants Expected term 4.8 years Expected volatility 40.0 % Expected dividend yield 0.0 % Risk free interest rate 2.4 % Price of Gelesis Common Stock $ 4.53 Exercise price of warrants $ 11.50 |
Earnout Liability (Tables)
Earnout Liability (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instrument Detail [Abstract] | |
Summary of Earnout Liability Activity | The following represents a summary of the earnout liability activity during the three months ended March 31, 2022: Earnout Liability Balance at December 31, 2021 $ — Recognized upon Business Combination 58,871 Changes in fair value ( 33,869 ) Balance at March 31, 2022 $ 25,002 |
Summary of Weighted Average Assumptions Used to Determine Fair Value of Earnout Liability | The following weighted-average assumptions were used to determine the fair value of the earnout liability at March 31, 2022: Earnout Liability Expected term 4.8 years Expected volatility 40.0 % Expected dividend yield 0.0 % Risk free interest rate 2.4 % Price of Gelesis Common Stock $ 4.53 |
Stockholder's Equity (Deficit)
Stockholder's Equity (Deficit) (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders Equity Note [Abstract] | |
Schedule of Common Stock Reserved for Future Issuance | At March 31, 2022 and December 31, 2021 common stock reserved for future issuances was as follows: March 31, December 31, 2022 2021 Common stock issued upon option exercise and RSUs vesting 20,417,412 13,486,708 Conversion of all classes of redeemable convertible — 48,566,655 Issuances upon exercise of warrants to purchase Series A-4, — 1,836,429 Issuances upon exercise of common stock warrants 24,333,365 1,353,062 Earnout shares 23,482,845 — Total common stock reserved for future issuance 68,233,622 65,242,854 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Option Activity | The following table summarizes the Company’s stock option activity during the three months ended March 31, 2022: Number of Weighted- Weighted- Aggregate Outstanding at December 31, 2021 4,889,820 $ 10.39 6.17 $ 54,449 Retroactive application of reverse recapitalization 7,784,666 ( 6.38 ) Adjusted and Outstanding at December 31, 2021 12,674,486 $ 4.01 6.17 $ 54,449 Granted 2,542,685 Exercised — Forfeited - unvested ( 17,281 ) $ 5.56 Forfeited - vested ( 55,079 ) $ 4.11 Expired — Outstanding at March 31, 2022 15,144,811 $ 3.89 6.58 $ 13,187 Exercisable at March 31, 2022 9,923,454 $ 3.58 5.14 $ - Vested and expected to vest at March 31, 2022 15,144,811 $ 3.89 6.58 $ 13,187 |
Summary of Stock-Based Compensation Expense | Stock-based compensation expense is summarized for employees and nonemployees, by category in the accompanying condensed consolidated statements of operations as follows (in thousands): Three Months Ended March 31, 2022 2021 Research and development $ 5,065 $ 567 Selling, general and administrative 8,924 888 Total $ 13,989 $ 1,455 |
Schedule of Grant Date Fair Value of Options Issued Using Black-Scholes Weighted Average Assumptions | The fair value of each option issued was estimated at the date of grant using Black-Scholes with the following weighted-average assumptions: Three Months Ended March 31, 2022 Market price of common stock $ 3.33 Expected volatility 72.6 % Expected term (in years) 6.1 Risk-free interest rate 1.7 % Expected dividend yield 0.0 % |
Summary of Restricted Stock Unit Activity | The following table summarizes the Company’s RSU activity during the three months ended March 31, 2022: Number of RSUs Weighted- Outstanding and Unvested at December 31, 2021 313,354 $ 21.41 Retroactive application of reverse recapitalization 498,868 $ ( 13.15 ) Adjusted and Outstanding and Unvested at December 31, 2021 812,222 $ 8.26 Granted 4,460,379 $ 3.45 Vested — Forfeited — Outstanding and Unvested at March 31, 2022 5,272,601 $ 4.19 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Net Loss Per Share | Basic and diluted loss per share attributable to common stockholders was calculated as follows: Three Months Ended March 31, 2022 2021 Numerator: Net loss $ ( 5,703 ) $ ( 18,586 ) Accretion of redeemable convertible preferred stock to redemption value ( 37,934 ) ( 33,761 ) Accretion of noncontrolling interest put option to redemption value ( 88 ) ( 94 ) Net loss attributable to common stockholders $ ( 43,725 ) $ ( 52,441 ) Denominator: Weighted average common shares outstanding, basic and diluted 62,743,154 5,589,290 Net loss per share, basic and diluted $ ( 0.70 ) $ ( 9.38 ) |
Schedule of Anti-dilutive Securities Excluded from Computation of Net Loss Per Share | The Company excluded the following potential common stock, presented based on amounts outstanding at March 31, 2022 and 2021 from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect. March 31, 2022 2021 Convertible preferred stock - 48,431,336 Warrants on convertible preferred stock - 2,030,277 Options and RSUs to acquire common stock 20,417,412 13,032,299 Warrants on common stock 24,333,365 1,353,062 Earnout shares - - Total 44,750,777 64,846,974 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Maturities of the Lease Liability Under the Company's Noncancelable Operating Leases | Future maturities of the lease liability under the Company’s noncancelable operating leases at March 31, 2022 are as follows (in thousands): At March 31, 2022 Remaining 2022 maturities $ 474 2023 636 2024 555 2025 385 2026 32 More than 5 years 16 Total undiscounted lease maturities $ 2,098 Imputed interest ( 176 ) Total lease liability $ 1,922 |
Nature of the Business and Ba_2
Nature of the Business and Basis of Presentation - Additional Information (Details) - Gelesis $ in Millions | Jan. 13, 2022USD ($) |
Subsidiary Sale Of Stock [Line Items] | |
Gross proceeds from business combinations | $ 105 |
Net proceeds from business combinations | $ 70.5 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies-Additional Information (Details) - One Srl | Mar. 31, 2022 | Jun. 30, 2019 |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||
Equity Method Investment Ownership Percentage | 10.00% | |
Call Option | ||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||
Equity Method Investment Ownership Percentage | 10.00% |
Business Combination and Reve_3
Business Combination and Reverse Recapitalization - Additional Information (Details) $ / shares in Units, $ in Millions | Jan. 13, 2022USD ($) | Mar. 31, 2022USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares |
Business Acquisition [Line Items] | |||
Common stock, shares issued | shares | 72,390,413 | 6,248,192 | |
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |
Common stock exchange ratio | 2.59 | ||
Number of earn-out shares contingent consideration arrangement | shares | 18,758,241 | ||
Liability upon the closing of business combination | $ 58.9 | ||
Number of remaining earn out shares | shares | 4,724,604 | ||
Fair value of incremental compensation cost | $ 14.8 | ||
Business combination, direct transaction costs | $ 34.5 | ||
Business combination, acquisition-related costs | 37.2 | ||
Public Warrants | |||
Business Acquisition [Line Items] | |||
Number of warrants outstanding | shares | 13,800,000 | ||
Carrying value of warrants transferred to additional paid in capital | $ 7.1 | ||
Private Placement Warrants | |||
Business Acquisition [Line Items] | |||
Number of warrants outstanding | shares | 7,520,000 | ||
Liability held at fair value | $ 8.1 | ||
Selling, General and Administrative Expense | |||
Business Acquisition [Line Items] | |||
Business combination, acquisition-related costs | $ 2.7 | ||
Research and Development Expense | |||
Business Acquisition [Line Items] | |||
Fair value of incremental compensation cost | 4.4 | ||
PIPE Investors | |||
Business Acquisition [Line Items] | |||
Aggregate purchase price | $ 90 | ||
Backstop Agreement | |||
Business Acquisition [Line Items] | |||
Aggregate purchase price | $ 7.4 | ||
Gelesis | |||
Business Acquisition [Line Items] | |||
Number of restricted earn out shares entitled | shares | 23,482,845 | ||
Trading price for future vesting threshold of the first third | $ / shares | $ 12.50 | ||
Trading price for future vesting threshold of the second third | $ / shares | 15 | ||
Trading price for future vesting threshold of the third portion | $ / shares | $ 17.50 | ||
Number of trading days within specified period that share price must exceed | 20 days | ||
Consecutive trading days used to evaluate share price | 30 days | ||
Threshold period before share price condition commences | 5 years | ||
Fair value of incremental compensation cost | $ 11.4 | ||
Gelesis | Selling, General and Administrative Expense | |||
Business Acquisition [Line Items] | |||
Fair value of incremental compensation cost | $ 7 | ||
Class A common stock | Backstop Agreement | |||
Business Acquisition [Line Items] | |||
Common stock, shares issued | shares | 1,983,750 | ||
Class A common stock | Private Placement | PIPE Investors | |||
Business Acquisition [Line Items] | |||
Common stock, shares issued | shares | 9,000,000 | ||
Common stock, par value | $ / shares | $ 10 | ||
Class A common stock | Private Placement | Backstop Agreement | |||
Business Acquisition [Line Items] | |||
Common stock, shares issued | shares | 744,217 | ||
Common stock, par value | $ / shares | $ 10 | ||
Common Stock | |||
Business Acquisition [Line Items] | |||
Common stock, shares issued | shares | 72,390,413 | ||
Common stock, par value | $ / shares | $ 0.0001 | ||
Common Stock | Gelesis | |||
Business Acquisition [Line Items] | |||
Common stock exchange ratio | 2.59 | ||
Convertible preferred stock exchange ratio | 2.59 | ||
stock options and restricted stock units conversion exchange ratio | 2.59 | ||
Preferred stock warrants conversion exchange ratio | 2.59 | ||
Common stock warrants conversion exchange ratio | 2.59 |
Business Combination and Reve_4
Business Combination and Reverse Recapitalization - Summary of Net Proceeds from Business Combination (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Business Acquisition [Line Items] | |
Gross Proceeds | $ 105,000 |
Less: transaction costs, advisory fees and liabilities paid | (34,522) |
Net proceeds from the Business Combination | 70,478 |
Capstar Special Purpose Acquisition Corp [Member] | |
Business Acquisition [Line Items] | |
Gross Proceeds | 7,558 |
PIPE Investors | |
Business Acquisition [Line Items] | |
Gross Proceeds | 90,000 |
Backstop Agreement | |
Business Acquisition [Line Items] | |
Gross Proceeds | $ 7,442 |
Business Combination and Reve_5
Business Combination and Reverse Recapitalization - Schedule of Consummation of Business Combination (Details) - shares | 3 Months Ended | ||
Mar. 31, 2022 | Jan. 13, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||
Total common stock immediately after Closing | 72,390,413 | 6,248,192 | |
Common Stock | |||
Business Acquisition [Line Items] | |||
CPSR stockholders | 5,671,473 | ||
Common stock issued to Gelesis Legacy Equityholders | 54,814,847 | ||
Common stock issued to PIPE investors and backstop agreement | 11,727,967 | ||
Total common stock immediately after Closing | 72,390,413 | 72,214,287 | |
Common Stock | CPSR Public Stockholders | |||
Business Acquisition [Line Items] | |||
CPSR stockholders | 755,223 | ||
Common Stock | CPSR Sponsor Stockholders | |||
Business Acquisition [Line Items] | |||
CPSR stockholders | 4,916,250 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Liabilities | ||
Convertible promissory notes (see Note 12) | $ 27,128 | |
Legacy Gelesis preferred stock warrants (See Note 13) | 15,821 | |
One Srl call option (see Note 11) | $ 2,623 | 2,416 |
Total liabilities measured at fair value | 31,355 | 45,365 |
Level 3 | ||
Liabilities | ||
Convertible promissory notes (see Note 12) | 27,128 | |
Legacy Gelesis preferred stock warrants (See Note 13) | 15,821 | |
One Srl call option (see Note 11) | 2,623 | 2,416 |
Total liabilities measured at fair value | 31,355 | $ 45,365 |
Earnout Liability | ||
Liabilities | ||
Earnout liability (See Note 14) | 25,002 | |
Earnout Liability | Level 3 | ||
Liabilities | ||
Earnout liability (See Note 14) | 25,002 | |
Private Placement Warrant Liability | ||
Liabilities | ||
Warrant liability | 3,730 | |
Private Placement Warrant Liability | Level 3 | ||
Liabilities | ||
Warrant liability | $ 3,730 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in Fair Value of Company's Level 3 Financial Instruments (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance | $ 15,821 |
Assumed upon Business Combination | 8,140 |
Change in fair value | (3,484) |
Conversion and exchange upon Business Combination | (16,747) |
Balance | 3,730 |
Convertible Promissory Notes | Level 3 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance | 27,128 |
Change in fair value | 156 |
Settlement | (27,284) |
Legacy Gelesis Preferred Stock Warrants | Level 3 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance | 15,821 |
Change in fair value | 926 |
Conversion and exchange upon Business Combination | (16,747) |
One Srl Call Option | Level 3 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance | 2,416 |
Change in fair value | 258 |
Foreign currency translation (gain)/loss | (51) |
Balance | 2,623 |
Earnout Liability | Level 3 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Recognized upon Business Combination | 58,871 |
Change in fair value | (33,869) |
Balance | 25,002 |
Private Placement Warrant Liability | Level 3 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Assumed upon Business Combination | 8,140 |
Change in fair value | (4,410) |
Balance | $ 3,730 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Fair Value, Transfers Between Level 1 and Level 2, Description and Policy [Abstract] | |
Liabilities, Transfer from Level 1 to Level 2 | $ 0 |
Liabilities, Transfer from Level 2 to Level 1 | 0 |
Liabilities, Transfer into Level 3 | 0 |
Liabilities, Transfer out of Level 3 | $ 0 |
Product Revenue Reserve and A_3
Product Revenue Reserve and Allowance - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Product Information [Line Items] | |||
Revenue | $ 7,514 | $ 3,101 | |
Accounts receivable | 579 | $ 731 | |
Gelesis | |||
Product Information [Line Items] | |||
Accounts receivable | 800 | 700 | |
Product Revenue, Net | |||
Product Information [Line Items] | |||
Revenue | 7,514 | 3,101 | |
Product Revenue, Net | Roman Health Pharmacy LLC | |||
Product Information [Line Items] | |||
Revenue | 6,700 | 2,900 | |
Deferred income | 24,200 | 31,000 | |
Product Revenue, Net | GoGoMeds | |||
Product Information [Line Items] | |||
Revenue | 1,100 | $ 100 | |
Accounts receivable | 800 | 800 | |
Product Revenue, Net | CMS Bridging DMCC | Other Assets | |||
Product Information [Line Items] | |||
Discounted time-based milestone | $ 4,100 | $ 4,100 |
Product Revenue Reserve and A_4
Product Revenue Reserve and Allowance - Summary of Activity in Product Revenue Reserve and Allowance (Details) - Product Revenue, Net - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Product Information [Line Items] | ||
Product revenue reserve and allowance, beginning balance | $ 82 | $ 14 |
Provision related to product sales | 574 | 295 |
Credits and payments made | (418) | (297) |
Product revenue reserve and allowance, ending balance | $ 238 | $ 12 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 9,031 | $ 8,074 |
Work in process | 2,962 | 2,643 |
Finished goods | 4,283 | 2,786 |
Total inventories | $ 16,276 | $ 13,503 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 1,892 | $ 982 |
Prepaid Insurance | 1,279 | 55 |
Prepaid manufacturing expenses | 1,530 | 2,624 |
Prepaid contract research costs | 201 | 262 |
Research and development tax credit | 248 | 579 |
Value added tax receivable | 6,145 | 5,633 |
Deferred financing costs | 222 | 3,855 |
Income tax receivable | 210 | 213 |
Investment tax credit receivable | 1,316 | 0 |
Prepaid expenses and other current assets | $ 13,043 | $ 14,203 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment - at cost | $ 63,637 | $ 62,907 |
Less accumulated depreciation | (5,316) | (4,392) |
Property and equipment – net | 58,321 | 58,515 |
Laboratory And Manufacturing Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment - at cost | 28,269 | 28,101 |
Land And Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment - at cost | 10,783 | 10,404 |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment - at cost | 1,582 | 1,614 |
Computer Equipment and Software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment - at cost | 476 | 463 |
Capitalized Software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment - at cost | 232 | 228 |
Construction in Process | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment - at cost | $ 22,295 | $ 22,097 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022USD ($)ft²a | Mar. 31, 2021USD ($) | |
Property Plant And Equipment [Abstract] | ||
Area of facility under manufacturing and research and development | 51,000 | |
Area of facility under manufacturing and research and development expects to expand | 88,600 | |
Area of land | a | 12 | |
Additional area of facility initiated for construction | 207,000 | |
Depreciation | $ | $ 1,019 | $ 174 |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Payables And Accruals [Abstract] | ||
Accrued payroll and related benefits | $ 1,835 | $ 1,384 |
Accrued professional fees and outside contractors (including due to related party of $156 and $60, respectively) | 2,494 | 4,359 |
Accrued property, plant and equipment additions | 1,557 | 1,257 |
Accrued inventory and manufacturing expense | 268 | 128 |
Unpaid portion of acquisition of intangible asset and investment in related party (see Note 11) | 2,778 | 5,604 |
Income taxes payable | 96 | 145 |
Deferred legal fees | 738 | 738 |
Accrued interest | 358 | 45 |
Total accrued expenses | $ 10,124 | $ 13,660 |
Accrued Expenses - Summary of_2
Accrued Expenses - Summary of Accrued Expenses and Other Current Liabilities (Parenthetical) (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Payables And Accruals [Abstract] | ||
Accrued Professional fee, due to related party | $ 156 | $ 60 |
Other Long-Term Liabilities (De
Other Long-Term Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Other Liabilities Disclosure [Abstract] | ||
Long-term tax liabilities | $ 90 | $ 182 |
Contingent loss for research and development tax credits | 2,930 | 2,990 |
One Srl call option (see Note 11) | 2,623 | 2,416 |
Total other long-term liabilities | $ 5,643 | $ 5,588 |
Significant Agreements - Additi
Significant Agreements - Additional Information (Details) $ in Thousands, € in Millions | 1 Months Ended | 3 Months Ended | |||||||
Oct. 31, 2020USD ($) | Oct. 31, 2020EUR (€) | Aug. 31, 2020EUR (€) | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2022EUR (€) | Dec. 31, 2021USD ($) | Dec. 31, 2021EUR (€) | Jun. 30, 2019 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Total revenue, net | $ 7,514 | $ 3,101 | |||||||
Other long-term liabilities, including due to related party of $2,623 and $2,416, respectively | 5,643 | $ 5,588 | |||||||
One | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Equity interest acquired (as a percent) | 10.00% | ||||||||
Cash consideration | 2,900 | ||||||||
Remaining undiscounted payments due | 2,800 | € 2.5 | 5,700 | € 5 | |||||
Research Innovation Fund Financing | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Proceeds from RIF | € 10 | 11,100 | |||||||
Principal amount | € 15 | $ 16,700 | |||||||
Interest rate | 6.35% | ||||||||
Investments interest rate | 15.00% | ||||||||
Annual interest rate in connection with transaction | 3.175% | ||||||||
Long term debt term | 8 years | ||||||||
Period of subsequent issuance | 24 months | ||||||||
Equity interest held by related party | 20.00% | ||||||||
Foreign currency translation gain | $ 200 | ||||||||
Noncontrolling interest | 11,700 | 11,900 | |||||||
Debt | € 15 | 16,700 | |||||||
Maximum | Research Innovation Fund Financing | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Accretion of noncontrolling interest | $ 100 | ||||||||
Call Option | One | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Equity interest acquired (as a percent) | 10.00% | 10.00% | |||||||
Exercise price of call option to buy back ownership percentage | $ 6,600 | € 6 | |||||||
Puglia1 Grant | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Other income | $ 200 | 100 | |||||||
Grant funding for certain facility and equipment investments | 200 | ||||||||
Deferred income | 6,100 | 6,400 | |||||||
Deferred income, current liability | 800 | 900 | |||||||
Grant proceeds collected | 0 | ||||||||
Grants receivable | 5,300 | 5,400 | |||||||
Puglia1 Grant | Maximum | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Grant funding for certain research and development expenditures | 100 | 100 | |||||||
Grant funding for certain facility and equipment investments | 100 | ||||||||
Puglia 2 Grant | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Other income | 200 | $ 500 | |||||||
Deferred income | 3,700 | 3,700 | |||||||
Deferred income, current liability | 100 | 100 | |||||||
Grant proceeds collected | 0 | ||||||||
Grants receivable | $ 3,800 | $ 3,600 |
Significant Agreements - Schedu
Significant Agreements - Schedule of Finite Lived Intangible Assets Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Jun. 30, 2019 | Jun. 01, 2019 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||
Intangible asset at relative fair value | $ 15,564 | |||
Adjustment to record deferred tax liability | $ 5,783 | |||
Cumulative amortization expense | (5,667) | |||
Intangible asset, beginning balance | $ 15,680 | |||
Amortization expense | (567) | $ (567) | ||
Intangible asset, ending balance | $ 15,113 | $ 21,347 |
Significant Agreements - Summar
Significant Agreements - Summary of Changes in Fair Value of Call Option Liability (Details) - One S.r.l $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |
Beginning balance | $ 2,416 |
Change in fair value | 258 |
Foreign currency translation gain | (51) |
Ending balance | $ 2,623 |
Significant Agreements - Summ_2
Significant Agreements - Summary of Weighted Average Assumptions Used to Determine Fair Value of Call Option Liability (Details) - One S R L [Member] - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||
Expected term | 4 years | 2 years |
Expected Volatility | 65.00% | 62.00% |
Expected dividend yield | 0 | 0 |
Risk free interest rate | 2.50% | 0.70% |
Estimated fair value of ownership interest | $ 5,623 | $ 6,922 |
Exercise price of call option | $ 6,668 | $ 6,806 |
Debt - Summary of Non-convertib
Debt - Summary of Non-convertible Debt Outstanding (Details) - Non-convertible Debt - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Total debt obligation | $ 36,664 | $ 37,835 |
Unamortized loan discount and issuance costs | (705) | (754) |
Total debt obligation carrying amount | 35,959 | 37,081 |
Current portion | 2,001 | 1,950 |
Long-term portion | 33,958 | 35,131 |
Italian Economic Development Agency Loan | ||
Debt Instrument [Line Items] | ||
Total debt obligation | 344 | 525 |
Intesa Sanpaolo Loan 1 | ||
Debt Instrument [Line Items] | ||
Total debt obligation | 8,097 | 8,507 |
Intesa Sanpaolo Loan 2 | ||
Debt Instrument [Line Items] | ||
Total debt obligation | 5,557 | 5,672 |
Horizon 2020 Loan | ||
Debt Instrument [Line Items] | ||
Total debt obligation | 477 | 486 |
RIF Shareholders Loan | ||
Debt Instrument [Line Items] | ||
Total debt obligation | 16,672 | 17,015 |
UniCredit Loan | ||
Debt Instrument [Line Items] | ||
Total debt obligation | $ 5,517 | $ 5,630 |
Debt - Additional Information (
Debt - Additional Information (Details) - 2021 Bridge Financing - USD ($) $ in Millions | Jan. 19, 2022 | Mar. 31, 2022 | Dec. 13, 2021 |
Debt Instrument [Line Items] | |||
Principal amount | $ 27 | ||
Notes payable | $ 27.1 | ||
Loss on change in fair value of the convertible promissory notes | $ (0.2) | ||
Repayment of debt | $ 27.3 |
Debt - Summary of Future Maturi
Debt - Summary of Future Maturities to Non-convertible Debt Outstanding (Details) - Non-convertible Debt - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Remaining 2022 obligation | $ 1,729 | |
2023 | 8,413 | |
2024 | 5,655 | |
2025 | 4,114 | |
2026 | 4,136 | |
More than 5 years | 12,618 | |
Unamortized loan discount and issuance costs | (705) | $ (754) |
Total debt obligation carrying amount | 35,959 | 37,081 |
Current portion | 2,001 | 1,950 |
Long-term portion | $ 33,958 | $ 35,131 |
Warrants - Summary of Warrants
Warrants - Summary of Warrants Outstanding (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Class Of Warrant Or Right [Line Items] | |
Balance | $ 15,821 |
Assumed upon Business Combination | 8,140 |
Change in fair value | (3,484) |
Conversion and exchange upon Business Combination | (16,747) |
Balance | 3,730 |
Series A-4 redeemable convertible preferred stock ("Series A-4") | |
Class Of Warrant Or Right [Line Items] | |
Balance | 15,821 |
Change in fair value | 926 |
Conversion and exchange upon Business Combination | (16,747) |
Private Placement | |
Class Of Warrant Or Right [Line Items] | |
Assumed upon Business Combination | 8,140 |
Change in fair value | (4,410) |
Balance | $ 3,730 |
Warrants - Summary of Weighted
Warrants - Summary of Weighted Average Assumptions of Fair Value of Liabilities (Details) - Private Placement - Level 3 - Monte Carlo Simulation value model | Mar. 31, 2022yr |
Expected term | |
Class Of Warrant Or Right [Line Items] | |
Private Placement Warrants | 4.8 |
Expected Volatility | |
Class Of Warrant Or Right [Line Items] | |
Private Placement Warrants | 40 |
Expected Dividend Yield | |
Class Of Warrant Or Right [Line Items] | |
Private Placement Warrants | 0 |
Risk Free Interest Rate | |
Class Of Warrant Or Right [Line Items] | |
Private Placement Warrants | 2.4 |
Price Of Gelesis Common Stock | |
Class Of Warrant Or Right [Line Items] | |
Private Placement Warrants | 4.53 |
Exercise Price of Warrants | |
Class Of Warrant Or Right [Line Items] | |
Private Placement Warrants | 11.50 |
Warrant Liabilities (Additional
Warrant Liabilities (Additional Information) (Details) - Private Placement | Mar. 31, 2022$ / sharesshares |
Class Of Warrant Or Right [Line Items] | |
Class of Warrant or Right, Outstanding | shares | 7,520,000 |
Class A common stock | |
Class Of Warrant Or Right [Line Items] | |
Exercise price of warrants | $ / shares | $ 11.50 |
Earnout Liability - Additional
Earnout Liability - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2022shares | |
Derivatives, Fair Value [Line Items] | |
Number of earn out shares unissued and unvested | 18,758,241 |
Earnout Liability | |
Derivatives, Fair Value [Line Items] | |
Number of earn out shares unissued and unvested | 18,758,241 |
Earnout Liability - Summary of
Earnout Liability - Summary of Earnout Liability Activity (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Derivatives, Fair Value [Line Items] | |
Balance | |
Recognized upon Business Combination | 58,871 |
Changes in fair value | 33,869 |
Balance | $ 25,002 |
Earnout Liability - Summary o_2
Earnout Liability - Summary of Weighted Average Assumptions Used to Determine Fair Value of Earnout Liability (Details) - Level 3 - Monte Carlo Simulation value model - Earnout Liability | Mar. 31, 2022USD ($)yr |
Expected term | |
Derivatives, Fair Value [Line Items] | |
Derivative Liability Measurement Input | yr | 4.8 |
Expected Volatility | |
Derivatives, Fair Value [Line Items] | |
Derivative Liability Measurement Input | 40 |
Expected Dividend Yield | |
Derivatives, Fair Value [Line Items] | |
Derivative Liability Measurement Input | 0 |
Risk Free Interest Rate | |
Derivatives, Fair Value [Line Items] | |
Derivative Liability Measurement Input | 2.4 |
Price Of Gelesis Common Stock | |
Derivatives, Fair Value [Line Items] | |
Derivative Liability Measurement Input | $ | 4.53 |
Stockholder's Equity (Deficit_2
Stockholder's Equity (Deficit) - Additional Information (Details) | Jan. 13, 2022shares | Mar. 31, 2022USD ($)DaysItem$ / sharesshares | Dec. 31, 2021$ / sharesshares | Jul. 19, 2021$ / sharesshares |
Class of Stock [Line Items] | ||||
Common shares, shares authorized (in shares) | 900,000,000 | 125,961,571 | ||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common shares, shares issued (in shares) | 72,390,413 | 6,248,192 | ||
Common shares, shares outstanding (in shares) | 72,390,413 | 6,248,192 | ||
Preferred stock, shares authorized | 250,000,000 | |||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common Stock | ||||
Class of Stock [Line Items] | ||||
Common shares, shares authorized (in shares) | 900,000,000 | |||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |||
Common shares, shares issued (in shares) | 72,390,413 | |||
Common shares, shares outstanding (in shares) | 72,214,287 | 72,390,413 | ||
Redeemable Convertible Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Convertible preferred stock exchange ratio | 2.59 | |||
Convertible preferred stock, terms of conversion | Immediately prior to the closing of the Business Combination, Legacy Gelesis redeemable convertible preferred stock converted into Legacy Gelesis common stock and was subsequently split according to the exchange ratio of 2.59. Upon closing of the Business Combination, holders received shares of common stock of the Company on a one-to-one basis. | |||
Public Warrants | ||||
Class of Stock [Line Items] | ||||
Number of warrants outstanding | 13,800,000 | |||
Exercise price of warrants | $ / shares | $ 11.50 | |||
Warrants expiration term | 5 years | |||
Public Warrants | Common Stock | ||||
Class of Stock [Line Items] | ||||
Number of warrants outstanding | 13,800,000 | |||
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||||
Class of Stock [Line Items] | ||||
Redemption price per public warrant (in dollars per share) | $ / shares | $ 0.01 | |||
Redemption period | 30 days | |||
Threshold trading days for redemption of public warrants | Days | 20 | |||
Minimum threshold written notice period for redemption of public warrants | Item | 30 | |||
Threshold number of business days before sending notice of redemption to warrant holders | Item | 3 | |||
Public Warrants | Minimum | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||||
Class of Stock [Line Items] | ||||
Class of warrant or right redemption of warrants or rights stock price trigger | $ / shares | $ 18 | |||
Roller Warrants | ||||
Class of Stock [Line Items] | ||||
Number of warrants outstanding | 1,353,062 | 1,353,062 | ||
Exercise price of warrants | $ / shares | $ 4.26 | $ 4.26 | ||
Warrants exchange ratio | 2.59 | |||
Warrant conversion terms | Immediately prior to the closing of the Business Combination, Legacy Gelesis redeemable preferred stock warrants were converted into Legacy Gelesis common warrants and were subsequently split according to the exchange ratio of 2.59. Upon closing of the Business Combination, holders received shares of common stock of the Company on a one-to-one basis. | |||
Warrants exercised | 176,126 | |||
Roller Warrants | Common Stock | ||||
Class of Stock [Line Items] | ||||
Number of warrants outstanding | 1,660,303 | 1,836,429 | ||
Exercise price of warrants | $ / shares | $ 0.02 | $ 0.02 | ||
Warrants exchange ratio | 2.59 | |||
Roller Warrants | Maximum | ||||
Class of Stock [Line Items] | ||||
Proceeds from warrants exercised | $ | $ 100,000 |
Stockholder's Equity (Deficit_3
Stockholder's Equity (Deficit) - Schedule of Common Stock Reserved for Future Issuance (Details) - shares | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Common Stock | ||||
Common stock issued upon option exercise and RSUs vesting | 20,417,412 | 13,486,708 | ||
Sale of Private Placement Warrants (in shares) | 24,333,365 | 1,353,062 | ||
Earnout shares | 23,482,845 | |||
Total common stock reserved for future issuance | 68,233,622 | 65,242,854 | ||
Redeemable Convertible Preferred Stock | ||||
Common Stock | ||||
Conversion of all classes of redeemable convertible preferred stock | 0 | 48,566,655 | 48,431,336 | 47,813,946 |
Series A-4 | ||||
Common Stock | ||||
Sale of Private Placement Warrants (in shares) | 1,836,429 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Jan. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total fair value of options vested | $ 0.9 | ||
Restricted Stock Units (RSUs) | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Unrecognized compensation cost | $ 15.1 | $ 6.7 | |
2021 Stock Option Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of shares authorized to issue on common stock | 9,583,570 | ||
Remaining shares available for issuance | 2,580,506 | ||
Increase in percentage, number of shares of stock issued and outstanding | 4.00% | ||
Expiration period of awards granted | 10 years | ||
Weighted-average grant date fair value of stock options granted | $ 2.16 | ||
Unrecognized compensation cost | $ 15.7 | $ 8.7 | |
Weighted-average period of unrecognized compensation cost expected to be recognized | 2 years 7 months 6 days | 2 years 2 months 12 days | |
2021 Stock Option Plan | Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
2021 Stock Option Plan | Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting period | 4 years |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock-Based Compensation Expense (Details) - Employees and Non Employees - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 13,989 | $ 1,455 |
Research and Development | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | 5,065 | 567 |
General and Administrative | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 8,924 | $ 888 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary 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, Options, Outstanding [Roll Forward] | ||
Number of Options, Outstanding | 12,674,486 | |
Number of Options, Granted | 2,542,685 | |
Number of Options, Forfeited - unvested | (17,281) | |
Number of Options, Forfeited - vested | (55,079) | |
Number of Options, Outstanding | 15,144,811 | 12,674,486 |
Number of Options, Exercisable | 9,923,454 | |
Number of Options, Vested and expected to vest | 15,144,811 | |
Weighted Average Exercise Price per Share | ||
Weighted- Average Exercise Price per Share, Outstanding | $ 4.01 | |
Weighted- Average Exercise Price per Share, Forfeited - unvested | 5.56 | |
Weighted- Average Exercise Price per Share, Forfeited - vested | 4.11 | |
Weighted- Average Exercise Price per Share, Outstanding | 3.89 | $ 4.01 |
Weighted- Average Exercise Price per Share, Exercisable | 3.58 | |
Weighted- Average Exercise Price per Share, Vested and expected to vest | $ 3.89 | |
Weighted Average Remaining Contractual Term (Years) | ||
Weighted- Average Remaining Contractual Term (Years), Outstanding | 6 years 6 months 29 days | 6 years 2 months 1 day |
Weighted- Average Remaining Contractual Term (Years), Exercisable | 5 years 1 month 20 days | |
Weighted- Average Remaining Contractual Term (Years), Vested and expected to vest | 6 years 6 months 29 days | |
Aggregate Intrinsic Value | ||
Aggregate Intrinsic Value, Outstanding | $ 13,187 | $ 54,449 |
Aggregate Intrinsic Value, Vested and expected to vest | $ 13,187 | |
Previously Reported | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Number of Options, Outstanding | 4,889,820 | |
Number of Options, Outstanding | 4,889,820 | |
Weighted Average Exercise Price per Share | ||
Weighted- Average Exercise Price per Share, Outstanding | $ 10.39 | |
Weighted- Average Exercise Price per Share, Outstanding | $ 10.39 | |
Weighted Average Remaining Contractual Term (Years) | ||
Weighted- Average Remaining Contractual Term (Years), Outstanding | 6 years 2 months 1 day | |
Aggregate Intrinsic Value | ||
Aggregate Intrinsic Value, Outstanding | $ 54,449 | |
Retroactive Application of Reverse Recapitalization | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Number of Options, Outstanding | 7,784,666 | |
Number of Options, Outstanding | 7,784,666 | |
Weighted Average Exercise Price per Share | ||
Weighted- Average Exercise Price per Share, Outstanding | $ (6.38) | |
Weighted- Average Exercise Price per Share, Outstanding | $ (6.38) |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Grant Date Fair Value of Options Issued Using Black-Scholes Weighted Average Assumptions (Details) | 3 Months Ended |
Mar. 31, 2022$ / shares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Market price of common stock | $ 3.33 |
Expected volatility | 72.60% |
Expected term (in years) | 6 years 1 month 6 days |
Risk-free interest rate | 1.70% |
Expected dividend yield | 0.00% |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Restricted Stock Unit Activity (Details) - Restricted Stock Units (RSUs) | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of RSUs, Outstanding and Unvested | shares | 812,222 |
Number of RSUs, Granted | shares | 4,460,379 |
Number of RSUs, Outstanding and Unvested | shares | 5,272,601 |
Weighted- Average Grant Date Fair Value, Outstanding and Unvested | $ / shares | $ 8.26 |
Weighted- Average Grant Date Fair Value, Granted | $ / shares | 3.45 |
Weighted- Average Grant Date Fair Value, Outstanding and Unvested | $ / shares | $ 4.19 |
Previously Reported | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of RSUs, Outstanding and Unvested | shares | 313,354 |
Weighted- Average Grant Date Fair Value, Outstanding and Unvested | $ / shares | $ 21.41 |
Retroactive Application of Reverse Recapitalization | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of RSUs, Outstanding and Unvested | shares | 498,868 |
Weighted- Average Grant Date Fair Value, Outstanding and Unvested | $ / shares | $ (13.15) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Provision for income taxes | $ 0 | $ 17 |
U.S statutory rate | 21.00% | 21.00% |
Earnings (Loss) Per Share - Sum
Earnings (Loss) Per Share - Summary of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator: | ||
Net loss | $ (5,703) | $ (18,586) |
Accretion of senior preferred stock to redemption value | (37,934) | (33,761) |
Accretion of noncontrolling interest put option to redemption value | (88) | (94) |
Net loss attributable to common stockholders | $ (43,725) | $ (52,441) |
Denominator: | ||
Weighted average common shares outstanding, basic and diluted | 62,743,154 | 5,589,290 |
Net loss per share attributable to common stockholders - basic and diluted | $ (0.70) | $ (9.38) |
Earnings (Loss) Per Share - Sch
Earnings (Loss) Per Share - Schedule of Anti-dilutive Securities Excluded from Computation of Net Loss Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of net loss per share | 44,750,777 | 64,846,974 |
Warrants on Convertible Preferred Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of net loss per share | 2,030,277 | |
Options and RSU to Acquire Common Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of net loss per share | 20,417,412 | 13,032,299 |
Warrants on Common Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of net loss per share | 24,333,365 | 1,353,062 |
Convertible Preferred Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of net loss per share | 48,431,336 |
Earnings (Loss) per Share (Addi
Earnings (Loss) per Share (Additional Information) (Details) | 3 Months Ended | |
Mar. 31, 2022shares | Jan. 13, 2022 | |
Earnings Per Share [Abstract] | ||
Potentially dilutive common share equivalents | 23,482,845 | |
Common stock exchange ratio | 2.59 |
Commitment and Contingencies -
Commitment and Contingencies - Additional Information (Details) $ in Thousands, € in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2019USD ($) | Dec. 31, 2009 | Mar. 31, 2022USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Mar. 31, 2022EUR (€) | |
Loss Contingencies [Line Items] | ||||||
Operating lease commencement | 2019-06 | |||||
Operating lease expiration | 2025-08 | |||||
Total lease payments | $ 2,098 | |||||
Operating lease right-of-use assets | 1,877 | $ 2,016 | ||||
Short-term lease liabilities | 548 | 541 | ||||
Long-term lease liabilities | $ 1,374 | 1,519 | ||||
Operating lease expense | 100 | $ 100 | ||||
Operating lease remaining lease terms | 3 years 4 months 24 days | 3 years 4 months 24 days | ||||
Operating lease weighted average discount rate, percent | 5.90% | 5.90% | ||||
Other long-term liabilities | $ 5,643 | 5,588 | ||||
Office space located in Boston | ||||||
Loss Contingencies [Line Items] | ||||||
Total lease payments | $ 3,200 | |||||
Research and Development Tax credits | ||||||
Loss Contingencies [Line Items] | ||||||
Other long-term liabilities | $ 2,900 | $ 3,000 | ||||
PureTech | Royalty and Sublicense Income Agreement | ||||||
Loss Contingencies [Line Items] | ||||||
Royalty payment required percentage | 2.00% | |||||
One S.r.l | Amended And Restated Master Agreement | ||||||
Loss Contingencies [Line Items] | ||||||
Percentage of royalty | 2.00% | |||||
Payments to be made upon the achievement of certain milestones | $ 19,500 | € 17.5 |
Commitment and Contingencies _2
Commitment and Contingencies - Schedule of Future Maturities of the Lease Liability Under the Company's Noncancelable Operating Leases (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Remaining 2022 maturities | $ 474 |
2023 | 636 |
2024 | 555 |
2025 | 385 |
2026 | 32 |
More than 5 Years | 16 |
Total undiscounted lease maturities | 2,098 |
Imputed interest | (176) |
Total lease liability | $ 1,922 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | Jan. 19, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 13, 2021 |
Related Party Transaction [Line Items] | |||||
Accounts payable, due to related party | $ 345 | $ 147 | |||
Loss of change in fair value of the instrument | (156) | ||||
PureTech | |||||
Related Party Transaction [Line Items] | |||||
Principal amount | $ 15,000 | ||||
Repayment of debt | $ 15,200 | ||||
PureTech | Management Services Expenses | |||||
Related Party Transaction [Line Items] | |||||
Research and development, including related party expenses | 100 | $ 200 | |||
Accounts payable, due to related party | 300 | 100 | |||
Notes payable | 15,100 | ||||
Loss of change in fair value of the instrument | 100 | ||||
PureTech | Royalty Expense | |||||
Related Party Transaction [Line Items] | |||||
Research and development, including related party expenses | 200 | $ 100 | |||
SSD2 | |||||
Related Party Transaction [Line Items] | |||||
Principal amount | $ 12,000 | ||||
Loss of change in fair value of the instrument | $ 100 | ||||
Repayment of debt | $ 12,100 | ||||
SSD2 | Management Services Expenses | |||||
Related Party Transaction [Line Items] | |||||
Notes payable | $ 12,100 |
Related Party Transactions - _2
Related Party Transactions - Additional Information - One S.r.l (Details) € in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022USD ($) | Mar. 31, 2022EUR (€) | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2021EUR (€) | |
Founder of One | Consulting Agreement | Maximum | |||||
Related Party Transaction [Line Items] | |||||
Research and development, including related party expenses | $ 0.1 | $ 0.1 | |||
Outstanding accrued expenses and remaining undiscounted payments, related parties | 0.1 | $ 0.1 | |||
One S.r.l | |||||
Related Party Transaction [Line Items] | |||||
Outstanding accrued expenses and remaining undiscounted payments, related parties | $ 0.2 | ||||
Equity interest acquired (as a percent) | 10.00% | ||||
Payments related to acquisition | $ 2.8 | € 2.5 | 5.7 | € 5 | |
One S.r.l | Maximum | |||||
Related Party Transaction [Line Items] | |||||
Outstanding accrued expenses and remaining undiscounted payments, related parties | $ 0.1 | ||||
Notes payable | 0.1 | ||||
One S.r.l | Consulting Agreement | |||||
Related Party Transaction [Line Items] | |||||
Payments related to acquisition | 2.9 | ||||
One S.r.l | Royalty Expense | |||||
Related Party Transaction [Line Items] | |||||
Payments related to acquisition | $ 0.2 | $ 0.1 |
Related Party Transactions - _3
Related Party Transactions - Additional Information - RIF (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Aug. 31, 2020 | Mar. 31, 2022 | Dec. 31, 2021 | |
Equity investment that can be called beginning in December 2023 and ending in December 2026 | |||
Related Party Transaction [Line Items] | |||
Annual interest rate in connection with transaction | 15.00% | ||
Put by RIF starting in January 2027 and ending in December 2027 | |||
Related Party Transaction [Line Items] | |||
Annual interest rate in connection with transaction | 3.175% | ||
RIF Transaction | |||
Related Party Transaction [Line Items] | |||
Proceeds from sale of equity investment | $ 12.3 | ||
Equity interest held by related party | 20.00% | ||
Loan from related party | $ 18.4 | ||
Fixed interest rate on loan | 6.35% |