Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 18, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Entity Registrant Name | CEREVEL THERAPEUTICS HOLDINGS, INC. | ||
Entity Central Index Key | 0001805387 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Shell Company | false | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Public Float | $ 995.1 | ||
Entity Common Stock, Shares Outstanding | 148,007,072 | ||
Entity File Number | 001-39311 | ||
Entity Tax Identification Number | 85-3911080 | ||
Entity Address, Address Line One | 222 Jacobs Street | ||
Entity Address, Address Line Two | Suite 200 | ||
Entity Address, City or Town | Cambridge | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 02141 | ||
City Area Code | 844 | ||
Local Phone Number | 304-2048 | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation, State or Country Code | DE | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 are incorporated by reference into Part I of this Annual Report on Form 10-K to the extent stated herein. | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Location | Boston, Massachusetts | ||
Auditor Firm ID | 42 | ||
Common Stock [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common stock, par value $0.0001 per share | ||
Trading Symbol | CERE | ||
Security Exchange Name | NASDAQ |
CONSOLIDATED BALANCE SHEET
CONSOLIDATED BALANCE SHEET - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
Current assets: | |||
Cash and cash equivalents | $ 193,018 | $ 383,623 | |
Marketable securities | 372,670 | ||
Prepaid expenses and other current assets | 12,329 | 6,937 | |
Total current assets | 578,017 | 390,560 | |
Marketable securities | 52,269 | ||
Property and equipment, net | 28,449 | 24,165 | |
Operating lease assets | 23,251 | 24,459 | |
Restricted cash | 4,200 | 4,200 | |
Other long-term assets | 2,733 | 1,889 | |
Total assets | 688,919 | 445,273 | |
Current liabilities: | |||
Accounts payable | 11,298 | 4,993 | |
Accrued expenses and other current liabilities | 28,803 | 22,519 | |
Operating lease liabilities, current portion | 2,437 | 2,036 | |
Total current liabilities | 42,538 | 29,548 | |
Operating lease liabilities, net of current portion | 34,110 | 30,969 | |
Financing liability, related party (Notes 8 and 9) | 16,770 | ||
Financing liability (Notes 8 and 9) | 16,770 | ||
Other long-term liabilities | 2 | 236 | |
Total liabilities | 110,190 | 60,753 | |
Commitments and contingencies (Notes 11, 16 and 17) | |||
Stockholders’ equity: | |||
Preferred Stock, $0.0001 par value: 10,000,000 shares authorized; no shares issued and outstanding as of December 31, 2021 and 2020 | |||
Common Stock, $0.0001 par value: 500,000,000 shares authorized; 147,719,523 and 127,123,954 shares issued and outstanding as of December 31, 2021 and 2020, respectively | 15 | 13 | |
Additional paid-in capital | 1,195,944 | 775,417 | |
Accumulated other comprehensive loss | (986) | ||
Accumulated deficit | (616,244) | (390,910) | |
Total stockholders’ equity | [1] | 578,729 | 384,520 |
Total liabilities and stockholders’ equity | $ 688,919 | $ 445,273 | |
[1] | Certain historical share and capital amounts were retroactively restated to give effect to the Business Combination Transaction and reverse recapitalization as described in Note 3, Business Combination . |
CONSOLIDATED BALANCE SHEET (Par
CONSOLIDATED BALANCE SHEET (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 147,719,523 | 127,123,954 |
Common stock, shares outstanding | 147,719,523 | 127,123,954 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Operating expenses: | ||||
Research and development | $ 161,855 | $ 103,303 | $ 50,294 | |
General and administrative | 58,243 | 45,813 | 33,169 | |
Total operating expenses | 220,098 | 149,116 | 83,463 | |
Loss from operations | (220,098) | (149,116) | (83,463) | |
Interest income, net | 157 | 224 | 1,552 | |
Other income (expense), net | (5,393) | (3,274) | (46,433) | |
Loss before income taxes | (225,334) | (152,166) | (128,344) | |
Income tax benefit (provision), net | 24 | (45) | ||
Net loss | [1] | (225,334) | (152,142) | (128,389) |
Reconciliation of net loss attributable to common stockholders: | ||||
Net loss | [1] | (225,334) | (152,142) | (128,389) |
Benefit related to the redemption of Series A-1 redeemable convertible preferred stock at less than the carrying value | 3,871 | |||
Net loss attributable to common stockholders | $ (225,334) | $ (148,271) | $ (128,389) | |
Net loss per share attributable to common stockholders, basic and diluted | $ (1.65) | $ (2.01) | $ (2.90) | |
Weighted-average shares used in calculating net loss per share, basic and diluted | 136,576,536 | 73,643,315 | 44,209,264 | |
Comprehensive loss: | ||||
Net loss | [1] | $ (225,334) | $ (152,142) | $ (128,389) |
Other comprehensive loss | ||||
Changes in fair value attributable to instrument-specific credit risk | (788) | |||
Unrealized gains (losses) on securities available-for-sale | (198) | |||
Total other comprehensive loss | [1] | (986) | ||
Comprehensive loss | $ (226,320) | $ (152,142) | $ (128,389) | |
[1] | Certain historical share and capital amounts were retroactively restated to give effect to the Business Combination Transaction and reverse recapitalization as described in Note 3, Business Combination . |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | |
Beginning balance at Dec. 31, 2018 | [1] | $ 99,693 | $ 4 | $ 215,598 | $ (115,909) | |
Beginning balance (in shares) at Dec. 31, 2018 | [1] | 43,761,799 | ||||
Issuance of Series A-1 preferred stock and Series A common stock and common stock in exchange for cash | [1] | 60,058 | $ 2 | 60,056 | ||
Issuance of Series A-1 preferred stock and Series A common stock and common stock in exchange for cash, (in shares) | [1] | 17,140,593 | ||||
Partial settlement of Equity Commitment liability upon issuance of Series A-1 preferred stock and Series A common stock | [1] | 38,150 | 38,150 | |||
Issuance of common stock under equity incentive plans related to vesting of RSUs, (in shares) | [1] | 28,540 | ||||
Equity-based compensation expense | [1] | 8,311 | 8,311 | |||
Net loss | [1] | (128,389) | (128,389) | |||
Ending balance at Dec. 31, 2019 | [1] | 77,823 | $ 6 | 322,115 | (244,298) | |
Ending balance (in shares) at Dec. 31, 2019 | [1] | 60,930,932 | ||||
Issuance of Series A-1 preferred stock and Series A common stock and common stock in exchange for cash | [1] | 25,000 | 25,000 | |||
Issuance of Series A-1 preferred stock and Series A common stock and common stock in exchange for cash, (in shares) | [1] | 2,500,000 | ||||
Partial settlement of Equity Commitment liability upon issuance of Series A-1 preferred stock and Series A common stock | [1] | 5,530 | 5,530 | |||
Redemption of Series A-1 preferred stock with exchange | [1] | (3,871) | 3,871 | |||
Redemption of Series A common stock with exchange | [1] | (1,659) | 1,659 | |||
Issuance of additional common stock related to anti-dilution provisions of Series A-2 preferred stock | [1] | $ 2 | (2) | |||
Issuance of additional common stock related to anti-dilution provisions of Series A-2 preferred stock, (in shares) | [1] | 15,208,762 | ||||
Issuance of common stock, net of offering costs upon Business Combination Transaction | [1] | 417,788 | $ 5 | 417,783 | ||
Issuance of common stock, net of offering costs upon Business Combination Transaction, (in shares) | [1] | 48,441,450 | ||||
Issuance of common stock under equity incentive plans related to vesting of RSUs, (in shares) | [1] | 42,810 | ||||
Equity-based compensation expense | [1] | 10,521 | 10,521 | |||
Net loss | [1] | (152,142) | (152,142) | |||
Ending balance at Dec. 31, 2020 | [1] | 384,520 | $ 13 | 775,417 | (390,910) | |
Ending balance (in shares) at Dec. 31, 2020 | [1] | 127,123,954 | ||||
Issuance of common stock related to follow-on offering, net of offering costs | [1] | 328,251 | $ 1 | 328,250 | ||
Issuance of common stock related to follow-on offering, net of offering costs (in shares) | [1] | 14,000,000 | ||||
Issuance of common stock related to exercise of public warrants | [1] | 55,463 | $ 1 | 55,462 | ||
Issuance of common stock related to exercise of public warrants (in shares) | [1] | 4,822,947 | ||||
Issuance of common stock related to cashless exercise of private placement warrants | [1] | 4,186 | 4,186 | |||
Issuance of common stock related to cashless exercise of private placement warrants (in shares) | [1] | 111,426 | ||||
Issuance of common stock under equity incentive plans related to vesting of RSUs, (in shares) | [1] | 42,810 | ||||
Issuance of common stock under equity incentive plans related to exercise of options | [1] | 8,067 | 8,067 | |||
Issuance of common stock under equity incentive plans related to exercise of options (in shares) | [1] | 1,533,914 | ||||
Issuance of common stock under equity incentive plans related to ESPP issuances | [1] | 926 | 926 | |||
Issuance of common stock under equity incentive plans related to ESPP issuances (in shares) | [1] | 84,472 | ||||
Reclassification of private placement warrants from equity to other long-term liabilities | [1] | (305) | (305) | |||
Equity-based compensation expense | [1] | 23,941 | 23,941 | |||
Other comprehensive loss | [1] | (986) | $ (986) | |||
Net loss | [1] | (225,334) | (225,334) | |||
Ending balance at Dec. 31, 2021 | [1] | $ 578,729 | $ 15 | $ 1,195,944 | $ (986) | $ (616,244) |
Ending balance (in shares) at Dec. 31, 2021 | [1] | 147,719,523 | ||||
[1] | Certain historical share and capital amounts were retroactively restated to give effect to the Business Combination Transaction and reverse recapitalization as described in Note 3, Business Combination . |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net loss | $ (225,334) | $ (152,142) | $ (128,389) |
Adjustments to reconcile net loss to net cash flows used in operating activities: | |||
Depreciation and amortization | 2,731 | 397 | 177 |
Adjustments to operating lease expense | (830) | (88) | 2,396 |
Equity-based compensation | 23,941 | 10,521 | 8,311 |
Change in fair value of Equity Commitment and Share Purchase Option | 3,270 | 46,442 | |
Change in fair value of financing liability | 1,502 | ||
Change in fair value of private placement warrants | 3,881 | ||
Write-off of deferred offering costs | 2,533 | ||
Other non-cash items | 22 | ||
Changes in operating assets and liabilities, net: | |||
Prepaid expenses and other current assets | (5,271) | 78 | (6,810) |
Other assets | (733) | (1,057) | (1,372) |
Accounts payable | 7,278 | 1,417 | 607 |
Accrued expenses and other liabilities | 8,672 | 10,690 | 7,918 |
Operating lease liability | 5,595 | 6,579 | |
Net cash flows used in operating activities | (178,546) | (117,802) | (70,720) |
Cash flows from investing activities: | |||
Purchases of marketable securities | (425,158) | ||
Purchases of property and equipment | (10,503) | (18,892) | (1,099) |
Net cash flows used in investing activities | (435,661) | (18,892) | (1,099) |
Cash flows from financing activities: | |||
Proceeds from issuance of common and preferred stock, net of offering costs | 328,251 | 60,058 | |
Proceeds from Business Combination Transaction, net of offering costs | (140) | 442,617 | |
Proceeds from the exercise of public warrants | 55,463 | ||
Proceeds from the exercise of stock options and ESPP purchases | 8,993 | ||
Proceeds from financing liability, related party | 15,625 | ||
Proceeds from financing liability | 15,625 | ||
Deferred costs related to financing activities | (215) | (1,782) | |
Net cash flows provided by financing activities | 423,602 | 440,835 | 60,058 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | (190,605) | 304,141 | (11,761) |
Cash, cash equivalents and restricted cash, beginning of the period | 387,823 | 83,682 | 95,443 |
Cash, cash equivalents and restricted cash, end of the period | 197,218 | 387,823 | 83,682 |
Non-cash operating, investing, and financing activities | |||
Fixed asset additions included in accounts payable and other current liabilities | 747 | 4,488 | 463 |
Unpaid offering costs included in accounts payable and other current liabilities | 270 | 140 | |
Operating lease assets obtained in exchange for operating lease liabilities | 445 | 27,303 | |
Cashless exercise of private placement warrants | $ 4,186 | ||
Settlement of Equity Commitment liability upon issuance of Series A-1 Preferred Stock and Series A Common Stock | $ 5,530 | $ 38,150 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of Operations | 1. Nature of Operations Unless the context otherwise requires, references in these notes to “Cerevel,” “the company,” “we,” “us” and “our” and any related terms are intended to mean Cerevel Therapeutics Holdings, Inc. and its consolidated subsidiaries. We are a clinical-stage biopharmaceutical company pursuing a targeted approach to neuroscience that combines a deep understanding of disease-related biology and neurocircuitry of the brain with advanced chemistry and central nervous system (CNS) target receptor selective pharmacology to discover and design new therapies. We seek to transform the lives of patients through the development of new therapies for neuroscience diseases, including schizophrenia, epilepsy and Parkinson’s disease. Our principal operations commenced on September 24, 2018 (Formation Transaction Date), when Cerevel Therapeutics, Inc. (Old Cerevel), a private company and our predecessor, in-licensed technology to a portfolio of pre-commercial neuroscience assets from Pfizer Inc. (Pfizer) in exchange for the issuance of Series A-2 Preferred Stock of Old Cerevel and obtained a $ 350.0 million equity commitment (the Equity Commitment), from BC Perception Holdings, LP (Bain Investor), an affiliate of Bain Capital, to develop the in-licensed assets in exchange for the issuance of Series A-1 Preferred Stock and Series A Common Stock of Old Cerevel (the Formation Transaction). In connection with the Formation Transaction, we entered into a stock purchase agreement with Pfizer and Bain Investor (the Stock Purchase Agreement), pursuant to which Bain Investor also received the option to purchase up to an additional 10.0 million shares of Old Cerevel at $ 10.00 per share, subject to Pfizer’s participation rights (the Share Purchase Option). On the Formation Transaction Date, we received an initial investment of $ 115.0 million in equity funding from Bain Investor to begin operations. During 2019 we received an additional investment of $ 60.1 million in equity funding from Bain Investor. Bain Investor contributed an additional $ 25.0 million in equity funding in July 2020 (the Additional Financing Shares). On October 27, 2020 , ARYA Sciences Acquisition Corp II (ARYA) completed the acquisition of Old Cerevel pursuant to the Business Combination Agreement (the Business Combination Transaction or Business Combination). ARYA was incorporated as a Cayman Islands exempted company on February 20, 2020, and was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Old Cerevel was incorporated in Delaware on July 23, 2018, under the name Perception Holdco, Inc., which was subsequently changed to Cerevel Therapeutics, Inc. on October 23, 2018. Upon closing of the Business Combination Transaction, Old Cerevel became a wholly owned subsidiary of ARYA and ARYA was renamed Cerevel Therapeutics Holdings, Inc. (New Cerevel) and the Equity Commitment, Share Purchase Option and Stock Purchase Agreement related to Old Cerevel were terminated and the remaining Equity Commitment immediately prior to the closing of $ 149.9 million was considered satisfied. In addition, the existing stockholders of Old Cerevel exchanged their equity interests of Old Cerevel for shares of common stock of New Cerevel. Net proceeds from this transaction totaled approximately $ 439.5 million. For additional information on the Business Combination Transaction and the Additional Financing Shares, please read Note 3, Business Combination , to these consolidated financial statements. For additional information on our license arrangement with Pfizer, please read Note 6, Pfizer License Agreement , to these consolidated financial statements. For additional information on the Equity Commitment and the Share Purchase Option, please read Note 7, Equity Commitment and Share Purchase Option , to these consolidated financial statements. |
Risks and Liquidity
Risks and Liquidity | 12 Months Ended |
Dec. 31, 2021 | |
Risks And Uncertainties [Abstract] | |
Risks and Liquidity | 2. Risks and Liquidity We are subject to risks and uncertainties common to clinical-stage companies in the biopharmaceutical industry. These risks include, but are not limited to, the introduction of new products, therapies, standards of care or new technological innovations, our ability to obtain and maintain adequate protection for our in-licensed technology, data or other intellectual property and proprietary rights and compliance with extensive government regulation and oversight. In addition, we are dependent upon the services of our employees, including key personnel, consultants, third-party contract research organizations and other third-party organizations. Our product candidates, currently under development or that we may develop, will require significant additional research and development efforts, including extensive clinical testing and regulatory approval prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel infrastructure and extensive compliance and reporting capabilities. There can be no assurance that our research and development activities will be successfully completed, that adequate protection for our licensed or developed technology will be obtained and maintained, that products developed will obtain necessary government regulatory approval or that any approved products will be commercially viable. Our consolidated financial statements have been prepared on the basis of continuity of operations, the realization of assets and the satisfaction of liabilities in the ordinary course of business. We have incurred significant operating losses since our inception and, as of December 31, 2021, had an accumulated deficit of $ 616.2 million and had not yet generated revenues. In addition, we anticipate that our expenses will increase significantly in connection with our ongoing activities to support our research, discovery and clinical development efforts and we expect to continue to incur significant expenses and operating losses for the foreseeable future. We have funded our operations primarily with the net proceeds received from the issuance of preferred stock and common stock and net proceeds from the consummation the Business Combination and the Funding Agreements. We believe that our available cash, cash equivalent and marketable security resources as of December 31, 2021, will enable us to fund our operating expense and capital expenditure requirements through at least 12 months from the issuance date of these financial statements. Impact of the Ongoing COVID-19 Pandemic We are closely monitoring the impact of the ongoing COVID-19 pandemic on all aspects of our business, including how it has impacted and may continue to impact our operations and the operations of our suppliers, vendors and business partners. We do not yet know the full extent of potential delays or impacts on our business, our clinical trials, our research programs, healthcare systems or the global economy and we cannot presently predict the scope and severity of any potential business shutdowns or disruptions. The extent to which COVID-19 impacts our business, results of operations and financial condition will depend on future developments, which, despite progress in vaccination efforts, are highly uncertain and cannot be predicted with confidence, including the duration of the outbreak, new information that may emerge concerning the severity of COVID-19, such as new strains of the virus, including the Delta and Omicron variants and any future variants that may emerge, which may impact rates of infection and vaccination efforts, developments or perceptions regarding the safety of vaccines and the extent and effectiveness of actions to contain COVID-19 or treat its impact, including vaccination campaigns and lockdown measures, among others. We have not incurred any significant impairment losses in the carrying values of our assets as a result of the pandemic and we are not aware of any specific related event or circumstance that would require us to revise our estimates reflected in our consolidated financial statements. Our estimates of the impact on our business may change based upon new information that may emerge concerning COVID-19 and the actions to contain it or treat its impact and the economic impact on local, regional, national and international markets. |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Business Combination | 3. Business Combination On October 27, 2020, ARYA completed the acquisition of Old Cerevel pursuant to the Business Combination Agreement with Old Cerevel surviving the merger as a wholly owned subsidiary of ARYA. Net proceeds from this transaction totaled approximately $ 439.5 million. These proceeds were comprised of funds held in ARYA’s trust account and funds received from the completion of a concurrent private investment in public equity financing (PIPE Financing), which included the $ 25.0 million received from Bain Investor in July 2020 (the Additional Financing Shares). Pursuant to the terms of the Business Combination Agreement, the existing stockholders of Old Cerevel exchanged their interests for shares of common stock of New Cerevel. In addition, ARYA issued public warrants and private placement warrants (collectively, the warrants) in its IPO in June 2020, and upon the consummation of the Business Combination Transaction, each outstanding warrant of ARYA became one warrant to purchase one share of New Cerevel common stock. None of the terms of the warrants were modified as a result of the Business Combination Transaction. Immediately after giving effect to the Business Combination Transaction, there were 127,123,954 shares of common stock issued and outstanding and 5,149,647 warrants outstanding to purchase shares of common stock of New Cerevel. We accounted for the Business Combination Transaction as a reverse recapitalization, which is the equivalent of Old Cerevel issuing stock for the net assets of ARYA, accompanied by a recapitalization, with ARYA treated as the acquired company for accounting purposes. The determination of ARYA as the “acquired” company for accounting purposes was primarily based on the fact that subsequent to the business combination, Cerevel held a majority of the voting power of the combined company, Cerevel comprised all of the ongoing operations of the combined entity, and a majority of the governing body of the combined company and Cerevel’s senior management comprised all of the senior management of the combined company. The net assets of ARYA were stated at historical cost with no goodwill or other intangible assets recorded. Reported results from operations included herein prior to the Business Combination are those of Old Cerevel. The shares and corresponding capital amounts and loss per share related to Old Cerevel’s outstanding redeemable convertible preferred stock, redeemable convertible common stock and common stock prior to the Business Combination Transaction have been retroactively restated to give effect to the exchange ratio established in the Business Combination Agreement (1.00 Old Cerevel share for 2.854 shares of New Cerevel), or the Exchange Ratio. The effect of the Exchange Ratio has been retroactively applied throughout our consolidated financial statements. In connection with the Business Combination Transaction, we incurred underwriting fees and other costs considered direct and incremental to the transaction totaling $ 24.6 million, consisting of legal, accounting, financial advisory and other professional fees. These amounts are reflected within additional paid-in capital in our consolidated balance sheets. In addition, upon completion of our Business Combination Transaction, we also paid the remaining management fees payable under the agreement with Bain Investor to provide management services (Management Agreement), of approximately $ 3.0 million, which have been reflected in general and administrative expense in our consolidated statement of operations along with other incremental costs not considered directly attributable to the Business Combination Transaction for the year ended December 31, 2020. PIPE Financing (Private Placement) Concurrent with the execution of the Business Combination Agreement, we entered into subscription agreements (the Subscription Agreements) with certain investors, including, among others, Perceptive Life Sciences Master Fund Ltd, a fund managed by Perceptive Advisors, an affiliate of ARYA, as well as certain equity holders of Cerevel, including Pfizer and Bain Investor (collectively, the PIPE Investors). Pursuant to the Subscription Agreements, on October 27, 2020, each PIPE Investor subscribed for and purchased, and we issued and sold to such investors, an aggregate of 32,000,000 shares of ARYA Common Stock for a purchase price of $ 10.00 per share, for aggregate gross proceeds of $ 320.0 million (the PIPE Financing). Additional Financing Shares Pursuant to the Subscription Agreement entered into with Bain Investor (the Bain Subscription Agreement), Bain Investor, pre-funded a portion of its subscription amount by purchasing equity securities of Cerevel prior to the closing of the Business Combination Transaction, the proceeds of which were used to fund Cerevel’s ongoing operations prior to completion of the transaction. In July 2020, Bain Investor pre-funded $ 25.0 million of its $ 100.0 million subscription amount in exchange for 1,750,000 Series A-1 Preferred Stock and 750,000 Series A Common Stock. The Additional Financing Shares contained a redemption feature whereby these shares were required to be redeemed for a number of newly issued shares identical to the shares issued in a private placement, including a private investment in public equity in connection with a business combination between the company and a special purpose acquisition company or a Series B financing, in an aggregate amount equal to $ 25.0 million divided by the per share price paid by the other purchasers. Upon closing of the Business Combination Transaction, which satisfied the condition allowing for redemption as described above, the Additional Financing Shares were exchanged for 2,500,000 shares of New Cerevel common stock at the fair value of the New Cerevel common stock. As a result of this exchange, we recognized a decrease to accumulated deficit related to the difference between the initial carrying value of the shares issued of Old Cerevel in July and the fair value of New Cerevel common stock of $ 3.9 million and $ 1.7 million for the Series A-1 Preferred Stock and Series A Common Stock, respectively. Summary of Net Proceeds The following table summarizes the elements of the net proceeds from the Business Combination Transaction: (In thousands) Recapitalization Cash - ARYA Trust and cash (net of redemptions) $ 147,122 Cash - PIPE Financing (including proceeds from Bain Investor July Additional Financing Shares) 320,000 Less: Underwriting fees and other offering costs ( 24,645 ) Proceeds from Business Combination Transaction, net of offering costs paid per the Cash Flows from Financing Activities $ 442,477 Less: Acceleration of Cerevel management fees paid to Bain Investor included in G&A expense ( 2,984 ) Net proceeds from the Business Combination Transaction $ 439,493 In addition to the net proceeds disclosed above, we also assumed $ 0.3 million of prepaid assets of ARYA upon closing of the Business Combination Transaction. Summary of Shares Issued The following table summarizes the number of shares of common stock outstanding immediately following the consummation of the Business Combination Transaction: Number of Shares ARYA shares outstanding prior to the Business Combination Transaction 19,186,500 Less: redemption of ARYA shares prior to the Business Combination Transaction ( 245,050 ) Common stock of ARYA 18,941,450 Shares issued pursuant to the PIPE Financing (including Bain Investor July 2020 Additional Financing Shares) 32,000,000 Business Combination and PIPE Financing shares 50,941,450 Conversion of Old Cerevel Series A-1 preferred shares for common stock 31,701,214 Conversion of Old Cerevel Series A common stock for common stock 18,260,729 Conversion of Old Cerevel Series A-2 preferred shares for common stock 10,940,449 Issuance of additional common stock related to anti-dilution protections of Old Cerevel Series A-2 preferred shares 15,208,762 Conversion of Old Cerevel common stock under the equity incentive plans for common stock 71,350 Total shares of New Cerevel common stock outstanding immediately following the Business Combination Transaction 127,123,954 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 4. Summary of Significant Accounting Policies The following is a summary of significant accounting policies followed in the preparation of these financial statements. Basis of Presentation The accompanying consolidated financial statements include those of the company and its subsidiaries, Cerevel Therapeutics, Inc., Cerevel Therapeutics, LLC and Cerevel MA Securities Corp., after elimination of all intercompany accounts and transactions. The accompanying consolidated financial statements have been prepared in conformity 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 Update (ASU) of the Financial Accounting Standards Board (FASB). As a result of the Business Combination Transaction, the shares and corresponding capital amounts and loss per share related to Old Cerevel’s outstanding redeemable convertible preferred stock, redeemable convertible common stock and common stock prior to October 27, 2020, have been retroactively restated to give effect to the Exchange Ratio established in the Business Combination Agreement. For additional information on the Business Combination Transaction and the Exchange Ratio, please read Note 3, Business Combination , to these consolidated financial statements. Segment Information Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (CODM) in deciding how to allocate resources to an individual segment and in assessing performance. Our CODM is our Chairperson of the Board of Directors and Chief Executive Officer. We have determined that we operate as a single operating segment and have one reportable segment. All of our long-lived assets are held in the United States. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions made in the accompanying consolidated financial statements include, but are not limited to, the fair value of our financing liabilities, the fair value of the Equity Commitment and Share Purchase Option, the fair value of stock options, the accrual for research and development expense and the recoverability of our net deferred tax assets and the related valuation allowance. The impact on accounting estimates and judgments on our financial condition and results of operations due to COVID-19 has introduced additional uncertainties. We evaluate our estimates and assumptions on an ongoing basis using historical experience and other factors and adjust those estimates and assumptions when facts and circumstances change. Actual results could differ materially from those estimates. Cash and Cash Equivalents We consider all short-term, highly liquid investments that mature within 90 days or less from the date of purchase to be cash equivalents. As of December 31, 2021, our cash equivalents consisted of amounts invested in money market funds, commercial paper and other debt securities with maturities of 90 days or less from the original date of purchase. As of December 31, 2020 , our cash equivalents consisted of amounts invested in money market funds. Restricted Cash In connection with our entering into the lease agreement for our headquarters in Cambridge, MA, in July 2019 we were required to provide a security deposit in the form of a letter of credit. We have classified this amount as restricted cash within our consolidated balance sheets as of December 31, 2021 and 2020. Restricted cash was classified as a non-current asset as the associated lease term expires more than 12 months from December 31, 2021. A reconciliation of the cash, cash equivalents and restricted cash reported within our consolidated balance sheets that sum to the total of the amounts shown in the consolidated statements of cash flows is as follows: As of December 31, (In thousands) 2021 2020 Cash and cash equivalents $ 193,018 $ 383,623 Restricted cash 4,200 4,200 Total cash, cash equivalents and restricted cash $ 197,218 $ 387,823 Marketable Securities We classify investments with original contractual maturities greater than 90 days at the date of purchase as marketable securities. Marketable securities with a remaining maturity date greater than one year are classified as non-current assets. Marketable Debt Securities Our investments in marketable debt securities are classified and accounted for as available-for-sale. Available-for-sale marketable debt securities are recorded at fair market value with unrealized gains and losses recognized in other comprehensive income (loss) unless the security has experienced a credit loss, or has experienced an unrealized loss and we have determined that we have the intent to sell the security or it is more likely than not that we will have to sell the security before its expected recovery. Realized gains and losses are reported in other income (expense), net, based on the specific identification method. Available-for-sale marketable securities are also adjusted for amortization of premiums and accretion of discounts to maturity, with such amortization and accretion included within interest income. Accrued interest receivable related to our available-for-sale marketable securities is presented within prepaid expenses and other current assets on our consolidated balance sheets. Credit Losses When the fair value of an available-for-sale debt security falls below the amortized cost basis it is evaluated to determine if any of the decline in value is attributable to a credit loss. Decreases in fair value attributable to credit losses are recorded directly to earnings with a corresponding allowance for credit losses, limited to the amount that the fair value is less than the amortized cost basis. If the credit quality subsequently improves the allowance is reversed up to a maximum of the previously recorded credit losses. If we intend to sell an impaired available-for-sale debt security, or if it is more likely than not that we will be required to sell the security prior to recovering the amortized cost basis, the entire fair value adjustment will immediately be recognized in earnings with no corresponding allowance for credit losses. Factors considered in making these evaluations include quoted market prices, recent financial results and operating trends, credit quality of debt instrument issuers, expected cash flows from securities, other publicly available information that may affect the value of the marketable debt security, duration and severity of the decline in value, and our strategy and intentions for holding the marketable debt security. Concentration of Credit Risk Financial instruments that potentially expose us to concentrations of credit risk consist primarily of cash, cash equivalents, marketable securities and restricted cash. All of these financial instruments are maintained at a large, creditworthy and accredited financial institutions. Our cash deposits at times may significantly exceed federally insured limits. We do not believe that we are subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. We invest our excess cash primarily in money market funds, U.S. treasury notes, and high quality, marketable debt instruments of corporations and government sponsored enterprises in accordance with our investment policy. Our investment policy defines allowable investments and establishes guidelines relating to credit quality, diversification, and maturities of our investments to preserve capital and maintain liquidity. We do not have any significant off-balance sheet risk, such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization, subject to review for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Purchased assets that are not yet in service are recorded to construction-in-process and no depreciation expense is recorded. Once the assets are placed in service, they are reclassified to the appropriate asset class. Depreciation and amortization expense is recognized using the straight-line method over the following estimated useful lives: Asset Category Estimated Computer equipment 3 years Furniture and fixtures 5 years Laboratory equipment 5 years Leasehold improvements Shorter of useful life or remaining lease term Costs of major additions and improvements are capitalized and amortized on a straight-line basis over the shorter of the lease term or the estimated useful life of the asset. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is included in the determination of net income or loss. The cost of normal, recurring, or periodic repairs and maintenance activities are expensed as incurred. Impairment of Long-Lived Assets Our long-lived assets to be held and used, such as property and equipment and other long-term assets, are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that we consider in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset group for recoverability, we compare forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset group to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset group are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset group over its fair value, determined based on discounted cash flows. To date, we have not recorded any impairment losses on long-lived assets. Leases At the inception of an arrangement, we determine whether the arrangement is or contains a lease based on the unique facts and circumstances present. Leases with a term greater than one year are recognized in our consolidated balance sheets as operating lease assets, operating lease liabilities, current portion and operating lease liabilities, net of current portion. We have elected not to recognize leases with terms of one year or less on our consolidated balance sheets. We have also elected to account for the lease and non-lease components as a combined lease component for real estate leases. For non-real estate leases, the lease component and non-lease component will be accounted for as separate components, with the contract consideration being allocated based on the fair values of the components. Operating lease assets represent our right to use an underlying asset for the lease term and operating lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at the commencement date of the lease based upon the present value of lease payments over the lease term. When determining the lease term, we include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. We use the implicit rate when readily determinable and use our incremental borrowing rate when the implicit rate is not readily determinable based upon the information available at the commencement date of the respective leases in determining the present value of the lease payments. Our incremental borrowing rate is determined using a secured borrowing rate for the same currency and term as the associated lease in a similar economic environment. The lease payments used to determine our operating lease assets may include lease incentives, stated rent increases and escalation clauses linked to rates of inflation when determinable and are recognized in our operating lease assets in our consolidated balance sheets. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term and included in operating expenses in our consolidated statements of operations and comprehensive loss. Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. We have certain financial assets and liabilities recorded at fair value that have been classified and disclosed within one of the following three categories of the fair value hierarchy as described in the accounting standards for fair value measurements: • Level 1 – Quoted prices in active markets for identical assets or liabilities. • Level 2 – Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies, and similar techniques. 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. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value may require significant judgment. Changes in our fair value measurements could have a significant impact on our results of operations in any given period. Fair Value of Equity Commitment and Share Purchase Option The Equity Commitment and Share Purchase Option were free-standing financial instruments that may have required us to transfer equity upon settlement or exercise, respectively, and were recorded at fair value on the Formation Transaction Date. The fair value of each financial instrument on the Formation Transaction Date was allocated to the Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series A Common Stock. We revalued these financial instruments each reporting period through their termination upon closing of the Business Combination Transaction. Immediately prior to the closing of the Business Combination Transaction, these financial instruments were adjusted to their final fair value of zero. Changes in fair value of the Equity Commitment and Share Purchase Option were recognized as a component of other income (expense), net in our consolidated statements of operations and comprehensive loss. We classified the fair value of the remaining Equity Commitment and the Share Purchase Option as an asset or a liability in our consolidated balance sheets. Changes in the fair value of these instruments resulted from changes to one or multiple inputs, including adjustments to the discount rates, expected volatility and dividend yield as well as changes in the amount and timing of the anticipated future funding required in settlement of the Equity Commitment and upon exercise of the Share Purchase Option and the fair value of our preferred and common shares expected to be exchanged for that additional funding. For additional information on the Business Combination Transaction, please read Note 3, Business Combination , to these consolidated financial statements. For additional information on the Equity Commitment and Share Purchase Option, please read Note 7, Equity Commitment and Share Purchase Option , to these consolidated financial statements. Fair Value Option for Funding Agreements We elected to account for our funding agreements and related financial liabilities described in Note 8, Financing Liabilities , in accordance with the fair value option permitted under ASC 825-10, Financial Instruments . A liability associated with each of our funding agreements was initially recognized at their estimated fair value within our consolidated balance sheets. We revalue our financing liabilities on a recurring basis each reporting period with subsequent changes in fair value, excluding the impact of the change in fair value attributable to instrument-specific credit risk, separately presented as a component of other income (expense), net in our consolidated statements of operations and comprehensive loss. The portion of the fair value adjustment attributed to a change in the instrument-specific credit risk is recognized and separately presented as a component of other comprehensive income (loss). Changes in fair value attributable to instrument-specific credit risk are derived by benchmarking against the prior period credit spread to isolate the impact directly associated with the change in the credit spread utilized between periods. Changes in the fair value of our financing liabilities can result from changes to one or multiple inputs, including adjustments to discount rates, changes in the expected achievement or timing of any sales-based, development or regulatory milestones, changes in the amount or timing of expected net cash flows, changes in the probability of certain clinical events and changes in the assumed probability associated with regulatory approval. These fair value measurements represent Level 3 measurements as they are based on significant inputs not observable in the market. The decision to elect the fair value option is determined on an instrument-by-instrument basis, and must be applied to an entire instrument and is irrevocable once elected, but need not be applied to all similar instruments. Assets and liabilities measured at fair value pursuant to ASC 825-10 are required to be reported separately from those instruments measured using another accounting method. Upfront, direct costs and fees related to the instruments for which we have elected the fair value option are recognized in general and administrative expense in earnings as incurred. For additional information on our qualifying instruments that we have elected to account for under the fair value option, please read Note 8, Financing Liabilities , and Note 9, Fair Value Measurements, to these consolidated financial statements. Offering Costs We capitalize certain underwriting, legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded in stockholders’ (deficit) equity as a reduction of additional paid-in capital generated as a result of the offering. Should the in-process equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in our consolidated statements of operations and comprehensive loss. We have capitalized deferred costs directly associated with our shelf registration statement on Form S-3 filed in November 2021. We will reclassify such costs to additional paid-in capital on a pro-rata basis as we complete offerings under the shelf registration statement, with any remaining deferred costs charged to general and administration expense at the end of the life of the shelf registration. Revenues Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred and title has passed, the price is fixed or determinable, and collectability is reasonably assured. We are a clinical stage company and have had no revenues to date. Research and Development Expense Research and development expenses include costs incurred in connection with the preclinical and clinical development of our product candidates including employee-related expenses, consisting of salaries, benefits and equity-based compensation for personnel engaged in our research and development activities, fees paid to other entities that conduct certain research and development activities on our behalf, as well as certain indirect costs incurred in support of overall research and development activities including facilities, depreciation and technology expenses. Payments we make for research and development services prior to the services being rendered are recorded as prepaid assets in our consolidated balance sheets and are expensed as the services are provided. We estimate and accrue the value of goods and services received from CROs and other third parties each reporting period based on estimates of the level of services performed and progress in the period when we have not received an invoice from such organizations. When evaluating the adequacy of the accrued liabilities, we analyze progress of the studies or clinical trials, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates are made in determining the balances to be accrued at the end of any reporting period. We reassess and adjust our accruals as actual costs become known or as additional information becomes available. Our historical accrual estimates have not been materially different from the actual costs. Government Grants for Research and Development We account for funds we receive from government grants based on specific facts and circumstances that best reflect the nature of the grant terms and conditions. To date, we have elected to account for funds received from government grants that are not in the form of an income tax credit, revenue from a contract with a customer or a loan, by analogy to International Accounting Standards (IAS) 20, Accounting for Government Grants and Disclosure of Government Assistance. We recognize funds we receive from government grants for qualifying reimbursable research and development activities in our consolidated statements of operations and comprehensive loss as an offset to research and development expense in the period in which the qualifying reimbursable research and development expenses are incurred and there is reasonable assurance that we will comply with the conditions attached to the grant and receive the funds. Research and development expense for the year ended December 31, 2021, was reduced by $ 0.9 million related to the reimbursement of certain research and development costs received from the National Institute of Drug Abuse agency of the National Institutes of Health. Additionally, we have recognized a receivable in prepaid expenses and other current assets of $ 0.2 million as of December 31, 2021 , for qualifying costs incurred but not yet reimbursed. Concentration of Manufacturing Risk We are dependent on third-party manufacturers to supply products for research and development activities in our programs. In particular, we rely and expect to continue to rely on a small number of manufacturers to supply our requirements for the active pharmaceutical ingredients and formulated drugs related to these programs. These programs could be adversely affected by a significant interruption in the supply of active pharmaceutical ingredients and formulated drugs . Patent Costs All patent-related costs incurred in connection with filing and prosecuting patent applications are recorded as general and administrative expenses in our accompanying consolidated statements of operations and comprehensive loss. Equity-Based Compensation We determine the fair value of each award issued under our equity-based compensation plan on the date of grant. We recognize compensation expense for service-based awards on a straight-line basis over the requisite service period which generally approximates the vesting term. For service-based awards with performance or market conditions that were satisfied upon closing of the Business Combination Transaction, we recognize compensation expense on a straight-line basis over the requisite service period for each separate vesting portion of the award, with the amount of compensation expense recognized at any date at least equaling the portion of the grant-date fair value of the award that is vested at that date. We account prospectively for forfeitures as they occur rather than apply an estimated forfeiture rate to equity-based compensation expense. We classify equity-based compensation expense in our consolidated statements of operations and comprehensive loss in the same manner in which the award recipient’s salary and related costs are classified or in which the award recipient’s service payments are classified, as applicable. Determination of Fair Value – Preferred and Common Stock Prior to the completion of the Business Combination Transaction, given the absence of an active market for our common stock, we were required to estimate the fair value of the company’s common stock at the time of each grant of an equity-based award. We used a hybrid methodology that combined both an income approach and a market approach to estimate the business enterprise value and our total equity value to calculate the fair value of our preferred stock and common stock during 2019 and throughout 2020, until completion of the Business Combination Transaction. A probability-weighted discounted cash flow analysis was first prepared reflecting multiple scenarios for future outcomes associated with the acquired product candidates in order to estimate the cash flows associated with estimated liquidity events (i.e., an IPO). We also used a PWERM to determine the fair value of pre-IPO funding scenarios. We then used a market approach to estimate the value as of each potential date of liquidity, resulting in an estimate of the total equity value, including the value of planned future funding. The value of the preferred stock and common stock was then estimated using an option pricing method, allocating total equity value based on an assumed future liquidity date, the liquidation preference of the preferred stock and the assumed funding in each scenario. Each of these scenarios was probability-weighted based on the expected outcomes to arrive at a final estimated fair value per share of the common stock. The estimates and assumptions underlying our valuations included a number of objective and subjective factors. We believe our methodologies are reasonable based upon our internal peer company analyses and further supported by transactions involving our preferred stock. If different assumptions had been made, equity-based compensation expense, consolidated net loss and consolidated net loss per share could have been significantly different. Subsequent to the closing of the Business Combination Transaction, our board of directors determines the fair value of each share of common stock underlying stock-based awards based on the closing price of our common stock as reported by Nasdaq on the date of grant. Determination of Fair Value – Stock Option Awards Subsequent to the closing of the Business Combination Transaction, we estimate the fair value of our stock option awards using the Black Scholes method utilizing the fair value of our common stock and the following assumptions: • Expected term – We have opted to utilize the “simplified method,” for determining the expected life of the award, which is based on the mid-point between the vesting date and the end of the contractual term as all options granted after becoming a public entity will be granted “at-the-money.” • Expected volatility – We determine the volatility for options granted based on an analysis of reported data for a peer group of companies. The expected volatility of granted options has been determined using a weighted-average of the historical volatility measures of this peer group of companies. We will continue to apply this method until a sufficient amount of historical information regarding the volatility of our own stock price becomes available. • Risk-free interest rate – The risk-free interest rate utilized in our calculations is based on a treasury instrument whose term is consistent with the expected life of the stock options. • Expected Dividend – The expected dividend yield is assumed to be zero as we have never paid dividends and do not have current plans to pay any dividends on our common stock. Prior to the closing of the Business Combination Transaction, we estimated the fair value of the stock option awards on the date of grant using the option pricing method, which is a variant of an income approach. The option pricing method was used given that a portion of the option awards have an exercise price that is considered to be “deeply out of the money.” The option pricing method incorporated the probability of the performance and market conditions being met and adjustments to the estimated life and value of the options to reflect the necessary growth in the common share value for such shares to become exercisable. Given that the common stock represented a non-marketable equity interest in a private enterprise, an adjustment was made to account for the lack of liquidity that a stockholder would experience. This adjustment is commonly referred to as a discount for lack of marketability. As there was no public market for our common stock prior to the closing of the Business Combination Transaction, we determined the volatility for options granted based on an analysis of reported data for a peer group of companies. The expected volatility of granted options were determined using a weighted-average of the historical volatility measures of this peer group of companies. The expected life of options for these awards were determined by probability-weighting the calculated expected life of the option at each month the option was eligible to be at- or in-the-money to estimate the overall adjusted expected life. We did not utilize the “simplified method” to determine expected life as this method is not valid for options that are “deeply out of the money.” The risk-free interest rate utilized in our calculations was based on a treasury instrument whose term is consistent with the expected life of the stock options. The expected dividend yield was assumed to be zero as we have never paid dividends and do not have current plans to pay any dividends on our common stock. In June 2018, the FASB issued ASU No. 2018-07 Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting . This standard expanded the scope of ASC Topic 718, Compensation—Stock Compensation , to include share-based payment transactions for acquiring goods and services from nonemployees. Prior to the adoption of this standard, the measurement date for non-employee awards was generally the date the services are completed, resulting in financial reporting period adjustments to stock-based compensation during the vesting terms for changes in the fair value of the awards. We adopted this standard effective January 1, 2019 . Upon adoption, the measurement date for non-employee awards is the date of grant without changes in the fair value of the award. For additional information on the assumptions used in determining the grant date fair value of equity-based awards granted, as well as a summary of the equity-based award activity under our equity-based compensation plans for the years ended December 31, 2021, 2020 and 2019, please read Note 13, Equity-Based Compensation to these consolidated financial statements. Com mon Stock Warrants and Derivative Financial Instruments We accounted for our common stock purchase warrants and other freestanding derivative financial instruments based on an assessment of the specific terms of the instrument and applicable authoritative guidance in accordance with ASC 480, Distinguishing Liabilities from Equity (ASC 480) , and reviewed our common stock purchas |
Recent Accounting Guidance
Recent Accounting Guidance | 12 Months Ended |
Dec. 31, 2021 | |
New Accounting Pronouncements And Changes In Accounting Principles [Abstract] | |
Recent Accounting Guidance | 5. Recent Accounting Guidance From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by us as of the specified effective date. Unless otherwise discussed we do not believe that the impact of recently issued standards that are not yet effective will have a material impact on our consolidated financial statements or related disclosures. Collaborative Arrangements In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808) : Clarifying the Interaction between Topic 808 and Topic 606. This standard clarifies that certain transactions between collaborative arrangement participants should be accounted for as revenue under Topic 606 when the collaborative arrangement participant is a customer for a promised good or service that is distinct within the collaborative arrangement. The guidance also precludes entities from presenting amounts related to transactions with a collaborative arrangement participant that is not a customer as revenue, unless those transactions are directly related to third-party sales. We adopted this standard on January 1, 2021 . The adoption of this standard did no t have a material impact on our consolidated financial statements as we have had no transactions applicable to this guidance; however, the standard may impact how we account for certain business transactions in the future. Credit Losses In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326) : Measurement of Credit Losses on Financial Statements (ASU 2016-13) . The new standard requires that expected credit losses relating to financial assets measured on an amortized cost basis and available-for-sale debt securities be recorded through an allowance for credit losses. It also limits the amount of credit losses to be recognized for available-for-sale debt securities to the amount by which carrying value exceeds fair value and also requires the reversal of previously recognized credit losses if fair value increases. We adopted this standard on January 1, 2021 . The adoption of this standard did no t have a material impact on our consolidated financial statements. Income Taxes In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes . The standard simplifies various aspects of the income tax accounting guidance in Topic 740, including the elimination of exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. We adopted this standard effective January 1, 2021 . The adoption of this standard did no t have a material impact on our consolidated financial statements. Government Assistance In November 2021, the FASB issued ASU No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance , which requires annual disclosures that increase the transparency of transactions involving government grants, including (1) the types of transactions, (2) the accounting for those transactions, and (3) the effect of those transactions on an entity’s financial statements. This standard is effective for fiscal years beginning after December 15, 2021, with early adoption permitted. We early adopted this standard as of December 31, 2021. For required disclosures relating to government grants, please read Note 4, Summary of Significant Accounting Policies . |
Pfizer License Agreement
Pfizer License Agreement | 12 Months Ended |
Dec. 31, 2021 | |
License Agreement [Abstract] | |
Pfizer License Agreement | 6. Pfizer License Agreement In August 2018 we entered into the Pfizer License Agreement pursuant to which we were granted an exclusive, sublicensable, worldwide license under certain Pfizer patent rights, and a non-exclusive, sublicensable, worldwide license under certain Pfizer know-how to develop, manufacture and commercialize certain compounds and products, which currently constitute substantially all of our asset portfolio, in the field of treatment, prevention, diagnosis, control and maintenance of all diseases and disorders in humans, subject to the terms and conditions of the Pfizer License Agreement. Additionally, Pfizer has an exclusive right of first negotiation in the event that we seek to enter into any significant transaction with a third party with respect to a product either globally or in certain designated countries. Significant transactions include exclusive licenses, assignments, sales, exclusive co-promotion arrangements, and other transfers of all commercial rights to a product globally or in certain designated countries, as well as exclusive distribution agreements globally or in certain designated countries. Under the Pfizer License Agreement, we are solely responsible for the development, manufacture, regulatory approval and commercialization of compounds and products in the field. We are also required to use commercially reasonable efforts to develop and seek regulatory approval for a product that contains or incorporates one of certain scheduled compounds to exert a therapeutic effect on certain targets in each of the following countries: United Kingdom, Germany, France, Italy, Spain, China, Japan and the United States, each a major market country. We are also required to use commercially reasonable efforts to commercialize each such product, if approved, in each major market country in which regulatory approval for such product has been obtained. As partial consideration for the licensed assets, we issued Pfizer 3,833,333.33 shares of Old Cerevel Series A-2 Preferred Stock with an estimated fair value of $ 100.4 million, or $ 26.20 per share. We also reimbursed Pfizer for $ 11.0 million of direct transaction costs related to the Pfizer License Agreement, bringing the total consideration to $ 111.4 million, which was recorded as a charge to research and development expense as these assets had not yet reached technological feasibility and held no alternative future use at the time of the Formation Transaction. The fair value of the Series A-2 Preferred Stock was established using an income approach for the valuation of our business enterprise value at the Formation Transaction Date, and the option pricing method for the fair value of all shares subject to the Formation Transaction. Upon closing of the Business Combination Transaction, Pfizer’s 3,833,333.33 shares of Series A-2 Preferred Stock were converted into 26,149,211 shares of common stock after giving effect to the anti-dilution protections and the Exchange Ratio established by the Business Combination. We accounted for the acquisition of the Pfizer License Agreement as an asset acquisition. The Pfizer License Agreement is limited to the intellectual property and rights to develop certain non-commercially approved compounds with no existing revenues and we did not acquire an organized workforce of Pfizer employees nor any third-party arrangements that constitute a substantive process capable of developing the compounds. The assets acquired were measured based on the fair value of the Series A-2 Preferred Stock issued to Pfizer and direct transaction costs of $ 11.0 million, as the fair value of the equity given was more readily determinable than the fair value of the assets received. Under the terms of the Pfizer License Agreement, we are also required to make regulatory approval milestone payments to Pfizer, ranging from $ 7.5 million to $ 40.0 million, on a compound-by-compound basis, upon the first regulatory approval in the United States for the first product containing or comprised of a given compound, with the amount of the payments determined by which designated group the compound falls into and with each such group generally characterized by the compounds’ stage of development. Each such regulatory approval milestone is payable only once per compound. If all of our disclosed product candidates currently under development are approved in the United States, the total aggregate amount of such regulatory approval milestones payable to Pfizer would be approximately $ 220.0 million. No regulatory approval milestone payments were made or became due during the years ended December 31, 2021, 2020 and 2019. In addition, we are required to pay Pfizer commercial milestone payments up to an aggregate of $ 170.0 million per product, when aggregate net sales of products under the Pfizer License Agreement in a calendar year first reach various thresholds ranging from $ 500.0 million to $ 2.0 billion. Each commercial milestone payment is payable only once upon first achievement of the applicable commercial milestone. If all of our disclosed product candidates currently under development achieve all of the commercial milestones, the total aggregate amount of such commercial milestones payable to Pfizer would total approximately $ 1.7 billion. No Pfizer commercial milestone payments were made or became due during the years ended December 31, 2021, 2020 and 2019. We are also required to pay Pfizer tiered royalties on the aggregate net sales, during each calendar year, determined on a product-by-product basis, with respect to products under the Pfizer License Agreement, at percentages ranging from the low-single to mid-teens, with the royalty rate determined by which designated group the applicable compound for such product falls into and with each such group generally characterized by the compounds’ stage of development, and subject to certain royalty deductions for the expiration of patent, regulatory and data exclusivity, generic competition and third-party royalty payments as set forth in the Pfizer License Agreement. The royalty term expires, on a product-by-product and country-by-country basis, on the later of (1) expiration of all regulatory or data exclusivity for such product in such country, (2) the date upon which the manufacture, use, sale, offer for sale or importation of such product in such country would no longer infringe, but for the license granted in the Pfizer License Agreement, a valid claim of the licensed patents and (3) 12 years following the first commercial sale of such product in such country. No royalty payments were made or became due in the years ended December 31, 2021, 2020 and 2019. Pfizer can terminate the Pfizer License Agreement in its entirety upon a material breach by us, subject to specified notice and cure provisions. However, if such material breach is with respect to one or more, but not all, products, targets or countries, Pfizer’s right to terminate is only with respect to such products, targets or countries. Either party may terminate the Pfizer License Agreement in its entirety upon event of a bankruptcy, insolvency or other similar proceeding of the other party or a force majeure event that prohibits the other party from performing for a period of time. Absent early termination, the term of the Pfizer License Agreement will continue on a country-by-country basis and product-by-product basis, until the expiration of the royalty term for the country and the product. Upon Pfizer’s termination of the Pfizer License Agreement for our material breach or either party’s termination for bankruptcy, insolvency or other similar proceeding or force majeure, we would grant Pfizer an exclusive, sublicensable, royalty-free, worldwide, perpetual license under certain intellectual property we develop during the term of the Pfizer License Agreement. |
Equity Commitment and Share Pur
Equity Commitment and Share Purchase Option | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Equity Commitment and Share Purchase Option | 7. Equity Commitment and Share Purchase Option Equity Commitment In connection with the Formation Transaction, we entered into a Stock Purchase Agreement with Pfizer and Bain Investor pursuant to which Bain Investor contributed $ 115.0 million in exchange for 6,900,000 shares of Old Cerevel Series A-1 Preferred Stock and 4,600,000 shares of Old Cerevel Series A Common Stock. Additionally, Bain Investor had the ability, pursuant to conditions set forth in more detail below, to purchase a combination of additional shares of Series A-1 Preferred Stock and Series A Common Stock at a price of $ 10.00 per share. The Stock Purchase Agreement, among other things, provided that if we had not received $ 350.0 million in aggregate gross cash proceeds in exchange for equity interests, which such amount includes the proceeds received in the initial financing and subsequent financings and is referred to as the Financing Threshold, by September 24, 2022, Bain Investor would have been required to purchase that amount of shares of our common stock such that the Financing Threshold would have been met; • if any time, prior to the Financing Threshold having been met, our cash balance was equal to or less than $ 10.0 million, Bain Investor would have been required to purchase an amount of additional shares of our Series A-1 Preferred Stock and Series A Common Stock that allowed us to maintain a reasonable level of cash to fund our operations in accordance with the previously agreed development plan for at least six months; and • until the time the Financing Threshold was met, Bain Investor had the right to purchase up to that amount of shares of Series A-1 Preferred Stock and Series A Common Stock at a purchase price of $ 10.00 per share that results in the Financing Threshold having been met. In June 2019, pursuant to the Stock Purchase Agreement, Bain Investor contributed an additional $ 0.1 million in exchange for additional shares of Series A-1 Preferred Stock and shares of Series A Common Stock. In December 2019, pursuant to the Stock Purchase Agreement, Bain Investor contributed an additional $ 60.0 million in exchange for additional shares of Series A-1 Preferred Stock and shares of Series A Common Stock. In July 2020, pursuant to the Stock Purchase Agreement, Bain Investor contributed an additional $ 25.0 million in exchange for additional shares of Series A-1 Preferred Stock and shares of Series A Common Stock (the Additional Financing Shares). As a result of these transactions, the remaining Equity Commitment was $ 149.9 million, which was considered satisfied upon closing of the Business Combination Transaction. Immediately prior to the closing of the Business Combination Transaction, the Equity Commitment was adjusted to its final fair value of zero . Share Purchase Option Under the terms of the Stock Purchase Agreement entered into in connection with the Formation Transaction, Bain Investor retained an option to purchase a combination of shares of Series A-1 Preferred Stock and Common Stock at $ 10.00 per share up to an aggregate amount of $ 100.0 million, exercisable any time after the Equity Commitment is fulfilled and prior to the earlier of completing an IPO or receiving aggregate cash proceeds of $ 450.0 million from the issuance of equity securities inclusive of any proceeds received pursuant to the Share Purchase Option. Pfizer had rights to participate in the purchase of shares of Series A-1 Preferred Stock and Series A Common Stock upon exercise of the Share Purchase Option; however, any such participation would not have increased the number of shares available under the Share Purchase Option. Upon closing of the Business Combination Transaction, the Share Purchase Option was terminated. Immediately prior to the closing of the Business Combination Transaction, the Share Purchase Option was adjusted to its final fair value of zero . |
Financing Liabilities
Financing Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Financing Liabilities | 8. Financing Liabilities Funding Agreements On April 12, 2021 (the Effective Date), we entered into a funding agreement with NovaQuest Co-Investment Fund XVI, L.P. (NovaQuest and the NovaQuest Funding Agreement) and a funding agreement with BC Pinnacle Holdings, LP (Bain, the Bain Funding Agreement and, together with the NovaQuest Funding Agreement, the Funding Agreements), pursuant to which NovaQuest and Bain will provide funding to support our development of tavapadon for the treatment of Parkinson’s disease. Under the terms of the Funding Agreements, we will receive up to $ 62.5 million in funding from each of NovaQuest and Bain, for a combined total of up to $ 125.0 million in funding (the Total Funding Commitment), of which approximately $ 31.1 million ( 25 % of the Total Funding Commitment, net of $ 0.2 million of fees incurred by Bain and NovaQuest) was received in April 2021, with $ 37.5 million ( 30 % of the Total Funding Commitment), approximately $ 31.3 million ( 25 % of the Total Funding Commitment) and $ 25.0 million ( 20 % of the Total Funding Commitment) expected to be received on the first, second and third anniversaries of the Effective Date, respectively, subject to certain customary funding conditions. In exchange, we agreed to pay to NovaQuest and Bain (1) upon approval of tavapadon by the FDA, a combined $ 187.5 million ( 1.5 x of the Total Funding Commitment) (the Approval Milestone Payment), with 50 % of the Approval Milestone Payment due within 30 days of FDA approval and 12.5 % of the Approval Milestone Payment due on each of the first four anniversaries of FDA approval, (2) upon first reaching certain cumulative U.S. net sales thresholds, certain sales milestone payments and (3) combined tiered, mid-single digit to low-double digit royalties on annual net sales of tavapadon in the U.S. At the time that NovaQuest and Bain collectively receive an aggregate of approximately $ 531.3 million ( 4.25 x of the Total Funding Commitment), our payment obligations under the Funding Agreements will be fully satisfied. We have the option to satisfy our payment obligations to NovaQuest and Bain upon the earlier of FDA approval or May 1, 2025 , by paying an amount equal to the Total Funding Commitment multiplied by an initial factor of 3.00 x. This factor will increase ratably over time up to a maximum of 4.25 x, less amounts previously paid to NovaQuest and Bain. During the term of the Funding Agreements, we will use commercially reasonable efforts to develop and commercialize tavapadon in the United States, except that, upon the occurrence of certain significant safety, efficacy and regulatory technical failures of the program (each, a Technical Failure), the Company will have the right to terminate the development of tavapadon and, upon such termination, will not be obligated to make any payments to NovaQuest and Bain. If we suspend or terminate the development of tavapadon or fail to perform certain diligence obligations for any reason other than a Technical Failure, we will pay NovaQuest and Bain a combined amount equal to the total amount funded by NovaQuest and Bain up to the date of termination, plus 12 % interest compounded annually. We determined that each funding agreement represents a financial instrument that is considered to be a debt host containing embedded redemption features due to certain contingencies related to repayment. We elected to account for the Funding Agreements in accordance with the fair value option as permitted under ASC 825, Financial Instruments . As of December 31, 2021, the estimated fair value of the financing liability related to potential amounts payable to Bain under the Bain Funding Agreement, which is reflected within our consolidated balance sheet as financing liability, related party, totaled approximately $ 16.8 million . As of December 31, 2021, the estimated fair value of the financing liability related to potential amounts payable to NovaQuest under the NovaQuest Funding Agreement, which is reflected within our consolidated balance sheet as financing liability, totaled $ 16.8 million . For the year ended December 31, 2021, losses of approximately $ 0.8 million and $ 0.8 million , respectively, were recognized as a charge to other income (expense), net, within our consolidated statements of operations and comprehensive loss, reflecting the change in fair value of the financing liabilities associated with the Bain and NovaQuest Funding Agreements. We recognized unrealized losses of approximately $ 0.4 million and $ 0.4 million , respectively, within other comprehensive income (loss) related to the change in fair value attributable to instrument-specific credit risk for each of the financing liabilities for the year ended December 31, 2021 . In addition, we recognized a charge to general and administrative expense of $ 0.6 million in the second quarter of 2021 for direct costs and fees incurred related to the Funding Agreements that cannot be deferred as a result of our election to apply the fair value option to the agreements. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 9. Fair Value Measurements The tables below present information about our assets and liabilities that are measured and carried at fair value on a recurring basis and indicate the level within the fair value hierarchy we utilized to determine such fair values: As of December 31, 2021 (In thousands) Quoted Significant Significant Total Assets: Cash equivalents Money market funds $ 153,589 $ — $ — $ 153,589 Corporate debt securities — 1,431 — 1,431 Commercial paper — 37,998 — 37,998 Marketable securities (current) U.S. government treasuries 171,063 — — 171,063 Corporate debt securities — 20,452 — 20,452 Commercial paper — 181,155 — 181,155 Marketable securities (non-current) U.S. government treasuries 52,269 — — 52,269 Restricted cash Money market funds 4,200 — — 4,200 Total assets $ 381,121 $ 241,036 $ — $ 622,157 Liabilities: Private placement warrants $ — $ — $ — $ — Financing liability, related party — — 16,770 16,770 Financing liability — — 16,770 16,770 Total liabilities $ — $ — $ 33,540 $ 33,540 As of December 31, 2020 (In thousands) Quoted Significant Significant Total Assets: Cash equivalents Money market funds $ 383,623 $ — $ — $ 383,623 Restricted cash Money market funds 4,200 — — 4,200 Total assets $ 387,823 $ — $ — $ 387,823 There have been no impairments of our assets measured and carried at fair value during the year ended December 31, 2021. There have been no changes in valuation techniques, inputs utilized or transfers between fair measurement levels in the periods presented. The fair value of our Level 2 instruments were determined using third-party pricing sources. The pricing services utilize industry standard valuation models, including both income and market-based approaches, for which all significant inputs are observable, either directly or indirectly. We validate the prices provided by our third-party pricing services by understanding the models used, obtaining market values from other pricing sources and analyzing pricing data in certain instances. After completing our validation procedures, we did not adjust or override any fair value measurements provided by our pricing services as of December 31, 2021 and 2020. The carrying amounts reflected in our consolidated balance sheets for our cash and cash equivalents, prepaid expenses and other current assets, accounts payable, accrued expenses and other current liabilities approximate fair value due to the short-term nature of these assets and liabilities. As of December 31, 2021, our financing liabilities represented our only Level 3 assets or liabilities carried at fair market value. Changes in the fair value remeasurement of our financing liabilities can result from changes to one or multiple inputs, including Level 3 fair value inputs that are not readily observable. We reclassified the fair value associated with the 166,333 outstanding private placement warrants from equity to other long-term liabilities in our condensed consolidated balance sheet as of March 31, 2021, and revalued the liability on a recurring basis each reporting period through their cashless exercise and settlement in September 2021. The fair value of our private placement warrant liability was determined utilizing a binomial lattice model using Level 3 fair value inputs. For the year ended December 31, 2021 , we recognized net losses totaling $ 3.9 million on the fair value remeasurement of the private placement warrants within other income (expense), net. No private placement warrants remained outstanding as of December 31, 2021. For additional information on our private placement warrants, please read Note 12, Stockholders’ Equity , to these consolidated financial statements. Marketable Securities The estimated fair value and amortized cost of our available-for-sale marketable debt securities, by contractual maturity and security type, are summarized as follows: As of December 31, 2021 (In thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Due in one year or less U.S. government treasuries $ 171,111 $ — $ ( 48 ) $ 171,063 Corporate debt securities 20,464 — ( 12 ) 20,452 Commercial paper 181,176 11 ( 32 ) 181,155 Due after one year through two years U.S. government treasuries 52,387 — ( 118 ) 52,269 Total marketable securities $ 425,138 $ 11 $ ( 210 ) $ 424,939 We had no realized gains or losses recognized on the sale or maturity of marketable securities during the year ended December 31, 2021. To date, we have not recognized any allowances for credit losses or impairments in relation to our available-for-sale marketable securities as these marketable securities are comprised of high credit quality, investment grade securities that we do not intend or expect to be required to sell prior to their anticipated recovery, and the decline in fair value of these securities is attributable to factors other than credit losses. None of the marketable securities presented in the previous table have been in a continuous unrealized loss position for 12 months or longer. Based on our evaluation, we determined credit losses related to marketable securities were immaterial for the year ended December 31, 2021. The weighted average maturity of our marketable securities as of December 31, 2021 , was approximately 8.6 months. There were no available for-sale securities held as of December 31, 2020. Financing Liabilities Upon execution of the Funding Agreements, we determined that the agreements qualified for election under the fair value option and initially measured the financial instruments at their issue-date estimated fair value. We revalue the related financial liabilities on a recurring basis at each reporting period. As of December 31, 2021, the financing liability, related party and financing liability each totaled approximately $ 16.8 million . We determined their respective estimated fair values of our financing liabilities using a Monte Carlo simulation model under the income approach determined by utilizing probability assessments of the expected future cash receipts and expected future cash payments and discount rates ranging from approximately 9.0 % to 11.0 % for the year ended December 31, 2021. The probability assessments of the expected future cash receipts and expected future payments and the timing of expected future repayments are based on significant inputs that are not observable in the market and are subject to remeasurement at each reporting date. The following table provides a rollforward of the liability associated with our financing liabilities: For the year ended (In thousands) 2021 Beginning liability balance $ — Fair value at issuance ( 31,250 ) Change in fair value recognized in other income (expense), net ( 1,502 ) Change in fair value attributable to instrument-specific credit risk recognized in other comprehensive income ( 788 ) Ending liability balance $ ( 33,540 ) For additional information on our Funding Agreements and financing liabilities, please read Note 8, Financing Liabilities , to these consolidated financial statements. |
Financial Statement Components
Financial Statement Components | 12 Months Ended |
Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Financial Statement Components | . Financial Statement Components Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: As of December 31, (In thousands) 2021 2020 Prepaid clinical trial services $ 2,038 $ 172 Prepaid research and development expenses 2,074 1,650 Prepaid insurance 4,701 3,675 Other prepaid expenses 2,225 1,280 Interest receivable 729 — Other current assets 562 160 Prepaid expenses and other current assets $ 12,329 $ 6,937 Property and Equipment, Net Property and equipment, net consisted of the following: As of December 31, (In thousands) 2021 2020 Computer equipment $ 946 $ 96 Furniture and fixtures 437 322 Laboratory equipment 5,617 101 Leasehold improvements 23,286 — Construction-in-progress 729 23,728 Less: Accumulated depreciation ( 2,566 ) ( 82 ) Property and equipment, net $ 28,449 $ 24,165 In the second quarter of 2021, we completed the build-out and took occupancy of our headquarters in Cambridge, Massachusetts, placed assets ready-for-use in service and began depreciating the related assets over their respective useful lives. Depreciation expense totaled $ 2.5 million, $ 0.2 million and $ 0.2 million for the years ended December 31, 2021, 2020 and 2019, respectively. Other Long-Term Assets Other long-term assets consisted of the following: As of December 31, (In thousands) 2021 2020 Other prepaid expenses, net of current portion $ 1,806 $ 1,389 Deferred expenses associated with financing activities 485 — Other 442 500 Other long-term assets $ 2,733 $ 1,889 O ther prepaid expenses, net of current portion primarily consisted of deposits paid under certain CRO agreements that will be held until the completion of the related clinical trials which are anticipated to end more than 12 months from the balance sheet date. Deferred expenses associated with financing activities consist of costs incurred directly with the filing of our shelf registration statement on Form S-3 in November 2021. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: As of December 31, (In thousands) 2021 2020 External research and development services $ 16,097 $ 8,893 Accrued compensation and personnel costs 10,827 9,489 Accrued property and equipment 109 2,618 Accrued deferred expenses associated with financing activities 125 96 Professional fees and consulting services 1,270 1,150 Other 375 273 Accrued expenses and other current liabilities $ 28,803 $ 22,519 Other Income (Expense), net Other income (expense), net consisted of the following: For the year ended (In thousands) 2021 2020 2019 Loss on fair value remeasurement of Equity Commitment $ — $ ( 3,530 ) $ ( 51,562 ) Gain on fair value remeasurement of Share Purchase Option — 260 5,120 Loss on fair value remeasurement of financing liability, related party ( 751 ) — — Loss on fair value remeasurement of financing liability ( 751 ) — — Loss on fair value remeasurement of private placement warrants ( 3,881 ) — — Other, net ( 10 ) ( 4 ) 9 Other income (expense), net $ ( 5,393 ) $ ( 3,274 ) $ ( 46,433 ) |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | 11. Leases We lease certain office space and equipment. In July 2019, we entered into an operating lease with a ten-year term located at 222 Jacobs Street, Cambridge Massachusetts . This space serves as our corporate headquarters and is comprised of office and laboratory space. Under the terms of the lease, we have the option to extend for two five-year terms and we have assessed whether to include the renewal periods as part of the lease term based on a variety of factors, such as the fair market value rental rate, the economic life of leasehold improvements, as well as the current and anticipated stages of the company at the inception and conclusion of the original lease term. The renewal options have been excluded from the lease term and will be reassessed, as necessary. In September 2020, we amended the lease to add approximately 1,000 square feet to bring the total space to approximately 61,000 square feet. The lease allowed for a tenant improvement allowance of up to $ 200 per square foot, or approximately $ 12.2 million. As of December 31, 2021, we have collected the entire $ 12.2 million reimbursement for the tenant improvement allowance from the landlord. We previously had an operating lease for office space at 131 Dartmouth Street, Boston, Massachusetts , which commenced in April 2019 and terminated on November 30, 2020 . Operating leases are amortized over the lease term and included in costs and expenses in the consolidated statements of operations and comprehensive loss. Variable lease costs are recognized in costs and expenses in the consolidated statements of operations and comprehensive loss as incurred. The following table contains a summary of the lease costs recognized under ASC 842 and other information pertaining to our operating leases for the years ended December 31, 2021, 2020 and 2019: For the year ended (In thousands, except term and discount rate) 2021 2020 2019 Lease cost (1) Operating lease cost $ 4,906 $ 6,132 $ 3,467 Variable lease cost 1,512 1,504 — Total lease cost $ 6,418 $ 7,636 $ 3,467 Other information Operating cash flows included in the measurement of operating lease liabilities $ 5,736 $ 6,044 $ 1,070 Weighted-average remaining lease term (in years) 8.17 9.17 9.76 Weighted-average discount rate 9.90 % 9.90 % 9.85 % (1) Short-term lease costs incurred for the years ended December 31, 2021, 2020 and 2019 were immaterial. As of December 31, 2021, future minimum commitments under our operating leases were as follows: As of December 31, (In thousands) 2021 Maturity of lease liabilities Fiscal year ended December 31, 2022 $ 5,918 Fiscal year ended December 31, 2023 6,096 Fiscal year ended December 31, 2024 6,289 Fiscal year ended December 31, 2025 6,457 Fiscal year ended December 31, 2026 6,661 Thereafter 22,423 Total future lease payments $ 53,844 Less: Effect of discounting ( 17,297 ) Present value of lease liabilities $ 36,547 The following table summarizes the presentation of our operating leases in our consolidated balance sheets as of December 31, 2021 and 2020: As of December 31, (In thousands) 2021 2020 Assets Operating lease assets $ 23,251 $ 24,459 Total lease assets $ 23,251 $ 24,459 Liabilities Current lease liabilities $ 2,437 $ 2,036 Noncurrent lease liabilities 34,110 30,969 Total lease liabilities $ 36,547 $ 33,005 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | 12. Stockholders’ Equity As a result of the Business Combination Transaction, the shares and corresponding capital amounts related to Old Cerevel’s outstanding redeemable convertible preferred stock, redeemable convertible common stock and common stock prior to the Business Combination Transaction have been retroactively restated to give effect to the Exchange Ratio established in the Business Combination Agreement. For additional information on the Business Combination Transaction and the Exchange Ratio, please read Note 3, Business Combination , to these consolidated financial statements. Preferred Stock Pursuant to the terms of the Amended and Restated Certificate of Incorporation, we authorized 10,000,000 shares of preferred stock with a par value $ 0.0001 per share. Our board of directors has the authority, without further action by the stockholders to issue such shares of preferred stock in one or more series, to establish from time to time the number of shares to be included in each such series, and to fix the dividend, voting, and other rights, preferences and privileges of the shares. No shares of preferred stock were issued and outstanding as of December 31, 2021 and 2020. Common Stock Pursuant to the terms of the Amended and Restated Certificate of Incorporation, we authorized 500,000,000 shares of common stock with a par value $ 0.0001 . There were 147,719,523 and 127,123,954 shares of common stock issued and outstanding as of December 31, 2021 and 2020, respectively. Voting The holders of our common stock are entitled to one vote for each share of common stock held at all meetings of stockholders (and written actions in lieu of meetings). There is no cumulative voting. Dividends Common stockholders are entitled to receive dividends whenever funds are legally available and when declared by the board of directors. No dividends have been declared to date. Follow-on Offering On July 7, 2021, we completed a follow-on public offering (the Follow-on Offering) of our common stock pursuant to which we issued and sold 14,000,000 shares of our common stock at a price to the public of $ 25.00 per share. The aggregate net proceeds from this offering totaled approximately $ 328.3 million, after deducting underwriting discounts and commissions of $ 21.0 million and offering expenses of approximately $ 0.7 million. ATM Program On November 10, 2021, we entered into an open market sales agreement with Jefferies LLC, as sales agent, to provide for the ability of issuance and sale of up to $ 250.0 million of our common stock from time-to-time in “at-the-market” offerings (the ATM Program). As of December 31, 2021 , no sales had been made pursuant to the ATM Program. Warrants Upon the consummation of the Business Combination Transaction, there were 4,983,314 public warrants and 166,333 private placement warrants (collectively, the warrants) outstanding. Each outstanding warrant of ARYA became one warrant to purchase one share of New Cerevel common stock. Pursuant to the agreement, no fractional warrants were issued upon separation of the units and only whole warrants traded. If a holder would have been entitled to receive a fractional warrant, we rounded down to the nearest whole number of warrants to be issued to the warrant holder. None of the terms of the warrants were modified as a result of the Business Combination Transaction. The warrants became exercisable beginning on June 9, 2021 . Public Warrants We determined that the 4,983,314 public warrants satisfied the criteria for classification as equity instruments in our consolidated balance sheets through their exercise or redemption. On July 30, 2021, we announced the redemption of all of the outstanding public warrants with a redemption date of August 30, 2021 (the Redemption Date). Any public warrants that remained outstanding as of the Redemption Date became void and no longer exercisable and the holders of such public warrants became entitled to receive the redemption price of $ 0.01 per public warrant. At any time prior to the Redemption Date, the public warrants were able to be exercised by the holders to purchase shares of our common stock at the exercise price of $ 11.50 per share. An aggregate of 4,822,947 public warrants were exercised prior to the Redemption Date for an equal number of shares of our common stock, resulting in gross proceeds to us of approximately $ 55.5 million. The 160,367 public warrants that remained unexercised following the Redemption Date were redeemed for $ 0.01 per public warrant. No public warrants remained outstanding as of December 31, 2021. Private Placement Warrants We reclassified the fair value of the 166,333 outstanding private placement warrants from equity to other long-term liabilities in our condensed consolidated balance sheet as of March 31, 2021, and revalued the liability on a recurring basis each reporting period through their cashless exercise and settlement in exchange for the issuance of 111,426 shares of our common stock in September 2021. The fair value of the private placement warrants as of March 31, 2021, totaled approximately $ 0.7 million. Upon establishment of this liability, we classified approximately $ 0.3 million from additional paid-in capital and recognized a charge of approximately $ 0.4 million to other income (expense), net, reflecting the net change in fair value of these warrants between October 27, 2020 and March 31, 2021. We did no t recognize a liability in relation to the private placement warrants prior to March 31, 2021, as we previously determined that the fair value of these warrants was immaterial. No private placement warrants remained outstanding as of December 31, 2021. For the year ended December 31, 2021 , we recognized a net loss of $ 3.9 million as a component of other income (expense), net, related to the change in fair value of the private placement warrants. The change in the fair value of this liability was primary due to changes in the fair value of the underlying common stock. |
Equity-Based Compensation
Equity-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Equity-Based Compensation | 13. Equity-Based Compensation Equity-based Compensation Expense The following table summarizes equity-based compensation expense included in our consolidated statements of operations and comprehensive loss: For the year ended (In thousands) 2021 2020 2019 Research and development $ 9,220 $ 3,239 $ 2,602 General and administrative 14,721 7,282 5,709 Total equity-based compensation expense included in total operating expense $ 23,941 $ 10,521 $ 8,311 The following table summarizes equity-based compensation expense by award type included in our consolidated statements of operations and comprehensive loss: For the year ended (In thousands) 2021 2020 2019 Stock options $ 23,441 $ 10,435 $ 8,208 Restricted stock units 80 86 103 Employee stock purchase plan 420 — — Total equity-based compensation expense included in total operating expense $ 23,941 $ 10,521 $ 8,311 Equity Incentive Plans We have two share-based compensation plans pursuant to which awards are currently being granted: (1) the Cerevel Therapeutics Holdings, Inc. 2020 Equity Incentive Plan (the 2020 Plan); and (2) the Cerevel Therapeutics Holdings, Inc. Amended and Restated 2020 Employee Stock Purchase Plan (the ESPP). Prior to the completion of the Business Combination Transaction, we had two share-based compensation plans under which awards were granted, but from which no further awards can or will be granted: (1) the Cerevel Therapeutics, Inc. Amended and Restated 2018 Equity Incentive Plan (the 2018 Plan); and (2) the Cerevel Therapeutics, Inc. 2020 Equity Incentive Plan (the Old 2020 Plan). As of the closing date of the Business Combination Transaction, the 3,554,598 options and 25,000 restricted stock units (RSUs) outstanding under the 2018 Plan were converted into 10,144,864 options and 71,350 RSUs upon completion of the Business Combination after effect of the Exchange Ratio. In addition, the 337,792 stock options awards outstanding under the Old 2020 Plan were converted into 964,051 stock options upon completion of the Business Combination Transaction after effect of the Exchange Ratio. Each Old Cerevel option from our 2018 Plan and Old 2020 Plan that was outstanding immediately prior to the Business Combination Transaction, whether vested or unvested, was converted into an option to purchase a number of shares of common stock (each such option, an Exchanged Option) equal to the product (rounded down to the nearest whole number) of (i) the number of shares of Old Cerevel common stock subject to such Old Cerevel option immediately prior to the Business Combination and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such Old Cerevel option immediately prior to the consummation of the Business Combination, divided by (B) the Exchange Ratio. Except as specifically provided in the Business Combination Agreement, following the Business Combination, each Exchanged Option will continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Old Cerevel option immediately prior to the consummation of the Business Combination. All stock option activity was retroactively restated to reflect the Exchanged Options. Cerevel Therapeutics Holdings, Inc. 2020 Equity Incentive Plan On October 27, 2020, our board of directors approved the 2020 Plan, pursuant to which 24,050,679 shares of common stock were initially reserved for issuance. The 2020 Plan provides that the number of shares reserved and available for issuance under the 2020 Plan will automatically increase each January 1, beginning on January 1, 2021, by 4.0 % of the outstanding number of shares of common stock on the immediately preceding December 31, or such lesser amount as determined by our board of directors. As of December 31, 2021, 11,464,309 shares remain available for future issuance under the 2020 Plan. The 2020 Plan provides for us to grant incentive stock options or nonqualified stock options for the purchase of common stock, stock appreciation rights, restricted stock awards, restricted stock units, unrestricted stock Awards, cash-based awards, and dividend equivalent rights, to employees, officers, directors and consultants of New Cerevel. Incentive stock options may only be granted to employees. The 2020 Plan is administered by the plan administrator provided therein, which has discretionary authority, subject only to the express provisions of the 2020 Plan, to interpret the 2020 Plan; determine eligibility for and grant awards; determine form of settlement of awards (whether in cash, shares of stock, other property or a combination of the foregoing), determine, modify, or waive the terms and conditions of any award; prescribe forms, rules and procedures; and otherwise do all things necessary to carry out the purposes of the 2020 Plan. Pursuant to the 2020 Plan, the exercise price of each award requiring exercise is 100 % of the fair market value of stock subject to the award, determined as of the date of the grant, or such higher amount as the administrator determines in connection with the grant, and the term of stock option is not greater than 10 years . We generally grant equity-based awards with service, market and performance conditions. Stock Options Stock options granted to employees under our plans generally vest, if at all, as follows: 25 % will vest on the first anniversary of the vesting start date, with the remaining 75 % to vest ratably in 36 equal monthly installments thereafter until the award fully vests upon the fourth anniversary of the vesting start date. The vesting of these awards is generally contingent upon the respective grantee’s continued employment through the vesting dates. Stock options granted to our non-employee directors generally vest, if at all, either in 36 monthly installments through the third anniversary of the grant date or 100 % on the one-year anniversary of the grant date. The assumptions that we used to determine the fair value of stock options granted to employees and directors were as follows, presented on a weighted average basis: For the year ended 2021 2020 2019 Risk free interest rate 0.80 % 0.76 % 2.10 % Expected term (in years) 6.05 6.13 6.23 Expected volatility 93.5 % 99.1 % 81.1 % Expected dividend yield 0.0 % 0.0 % 0.0 % The following table summarizes our stock option activity as follows: Number of Weighted Weighted (in years) Aggregate (in thousands) Outstanding at December 31, 2020 12,464,668 $ 6.37 8.57 $ 127,301 Granted 6,912,651 15.07 Exercised ( 1,533,914 ) 5.26 Forfeited ( 1,777,341 ) 9.06 Outstanding at December 31, 2021 16,066,064 $ 9.92 8.09 $ 362,250 Options vested and expected to vest as of December 31, 2021 16,066,064 $ 9.92 8.09 $ 362,250 Options exercisable as of December 31, 2021 5,774,797 $ 5.82 6.97 $ 153,636 The intrinsic value of options exercised during the year ended December 31, 2021 was $ 33.4 million. The aggregate intrinsic value represents the difference between the closing stock price of our common stock and the exercise price of in-the-money options. Our closing stock price as reported on Nasdaq as of December 31, 2021 was $ 32.42 . Stock options granted during the year ended December 31, 2021 , had a weighted average grant-date fair value of $ 11.36 . Stock options granted during the years ended December 31, 2020 and 2019 , as determined on an as-converted basis based upon the Exchange Ratio, had weighted average grant-date fair values of $ 6.12 and $ 4.91 , respectively. No stock options were exercised during the years ended December 31, 2020 and 2019. As of December 31, 2021 , total unrecognized equity-based compensation expense relating to stock options outstanding was $ 70.1 million, which is expected to be recognized over a weighted average period of 3.1 years. Restricted Stock Units Restricted stock unit awards granted generally vest in three equal annual installments beginning on the first anniversary of the vesting start date. The following table summarizes our restricted stock activity as follows: Restricted Stock Units Number Weighted- Non-vested at December 31, 2020 71,350 $ 2.02 Granted — — Vested ( 42,810 ) 1.97 Forfeited — — Non-vested at December 31, 2021 28,540 $ 2.10 As of December 31, 2021 , total unrecognized equity-based compensation expense relating to restricted stock unit awards was less than $ 0.1 million, which is expected to be recognized over a weighted average period of 0.5 years. Cerevel Therapeutics Holdings, Inc. Amended and Restated 2020 Employee Stock Purchase Plan At a special meeting of stockholders held on October 26, 2020, stockholders considered and approved the ESPP. The ESPP provides employees with an opportunity to acquire shares of common stock at a discounted price. An aggregate of 1,655,924 shares were initially reserved and available for issuance under the ESPP. The ESPP provides that the number of shares reserved and available for issuance under the plan will automatically increase each January 1, beginning on January 1, 2021, by 1.0 % of the outstanding number of shares of common stock on the immediately preceding December 31, or such lesser amount as determined by our board of directors; provided that the total number of shares of common stock that become available for issuance under the ESPP will never exceed 16,559,240 . If our capital structure changes because of a stock dividend, stock split or similar event, the number of shares that can be issued under the ESPP will be appropriately adjusted. We received $ 0.9 million in cash and issued 84,472 shares of common stock under the ESPP for the year ended December 31, 2021. No shares of common stock were issued under the ESPP for the year ended December 31, 2020. Cerevel Therapeutics, Inc. 2020 Equity Incentive Plan On July 27, 2020, our board of directors approved the Old 2020 Plan, pursuant to which 355,888 shares of common stock were reserved for issuance. The vesting eligibility and administration of our Old 2020 Plan is substantially identical to our 2018 Plan. Upon completion of the Business Combination Transaction we ceased granting awards under the Old 2020 Plan and all awards under the Old 2020 Plan were converted into awards under the 2020 Plan with the same terms and conditions. As of October 27, 2020, prior to the Business Combination Transaction, 337,792 Old Cerevel options remained outstanding under the Old 2020 Plan. Cerevel Therapeutics, Inc. Amended and Restated 2018 Equity Incentive Plan Our 2018 Plan, as amended, provided for us to sell or issue common stock or restricted common stock, or to grant incentive stock options or nonqualified stock options for the purchase of common stock, to employees, officers, directors, consultants and advisors. Under the 2018 Plan incentive stock options could only be granted to employees. The 2018 Plan was administered by the plan administrator, provided therein, which had discretionary authority, subject only to the express provisions of the 2018 Plan, to interpret the 2018 Plan; determine eligibility for and grant awards; determine form of settlement of awards (whether in cash, shares of stock, other property or a combination of the foregoing), determine, modify, or waive the terms and conditions of any award; prescribe forms, rules and procedures; and otherwise do all things necessary to carry out the purposes of the 2018 Plan. The exercise price of each award requiring exercise was 100 % of the fair market value of stock subject to the award, determined as of the date of the grant, or such higher amount as the administrator determined in connection with the grant, and the term of stock option was not greater than 10 years . The vesting and other restrictions were determined at the discretion of the plan administrator. We generally grant equity-based awards with service, market and performance conditions. Upon completion of the Business Combination Transaction we ceased granting awards under the 2018 Plan and all awards under the 2018 Plan were converted into awards under the 2020 Plan with the same terms and conditions. Prior to the closing of the Business Combination Transaction, the number of stock options granted under our 2018 Plan represented the maximum Available Vesting Amount (defined below) number of shares eligible to vest. The Available Vesting Amount was equal to the number of shares subject to the stock option multiplied by an equity ratio of total capital received from investors (up to a maximum of $ 350.0 million) divided by $ 350.0 million. The total amount of shares for each award is capped at a specified maximum percentage of our fully diluted shares for each award, which for all awards, in total, represents 10 % of our fully diluted shares at the point in time first $ 350 million of funding is achieved. Based on the terms of the awards, we concluded that such awards include both market and performance conditions. As a result of our Business Combination Transaction, the final Available Vesting Amount under our 2018 Plan was achieved due to the remaining Equity Commitment being satisfied by the funding obtained during the Business Combination and concurrent PIPE Financing, including investors other than Bain Investor. The number of shares available to vest was reduced to be less than the maximum number of shares eligible if Bain Investor had funded the entire Equity Commitment. As such, we recorded the fair value of the stock options to account for the change in probability of the performance condition in which Bain Investor satisfied part of the Equity Commitment and the Business Combination and PIPE Financing were considered to satisfy the remaining Equity Commitment by recording a cumulative catch-up adjustment as if the performance condition achieved had been applied since the grant date. Upon satisfaction of the performance condition 3,554,598 Old Cerevel options remained outstanding under the 2018 Plan. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 14. Net Loss Per Share As a result of the Business Combination Transaction, the weighted average shares outstanding prior to October 27, 2020, have been retroactively restated to give effect to the Exchange Ratio. The following table sets forth the computation of the basic and diluted net loss per share: For the year ended (In thousands, except share amounts and per share data) 2021 2020 2019 Numerator: Net loss $ ( 225,334 ) $ ( 152,142 ) $ ( 128,389 ) Benefit related to the redemption of Series A-1 redeemable convertible preferred stock at less than the carrying value — 3,871 — Net loss attributable to common stockholders $ ( 225,334 ) $ ( 148,271 ) $ ( 128,389 ) Denominator: Weighted-average shares used in calculating net loss per share, basic and diluted 136,576,536 73,643,315 44,209,264 Net loss per share attributable to common stockholders, basic and diluted $ ( 1.65 ) $ ( 2.01 ) $ ( 2.90 ) Net loss attributable to common stockholders for the year ended December 31, 2020, was adjusted to reflect the benefit related to the redemption of the outstanding Series A-1 redeemable convertible preferred stock at less than carrying value upon completion of the Business Combination Transaction, which was treated as a return from the preferred stockholder. Upon completion of the Business Combination Transaction, a redemption of Series A redeemable common stock also occurred for an amount less than the carrying value; however, we did not recognize the benefit for contributions from redeemable common stock at less than carrying value as income was not allocated to such common stock under two-class method. As such, the redemption of the Series A redeemable common stock at less than carrying value did not impact our numerator in our net loss per share calculation for the year ended December 31, 2020. Since we were in a loss position for all periods presented, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders as the inclusion of all potential dilutive securities would have been anti-dilutive. The shares in the table below were excluded from the calculation of diluted net loss per share attributable to common stockholders, prior to the use of the treasury stock or two class methods, due to their anti-dilutive effect: As of December 31, 2021 2020 2019 Stock options outstanding 16,066,064 12,464,668 14,261,340 Restricted stock units outstanding 28,540 71,350 114,160 Warrants — 5,149,647 — Shares to be issued upon settlement of remaining Equity Commitment — — 49,929,121 Shares to be issued upon exercise of Share Purchase Option — — 28,540,304 Total 16,094,604 17,685,665 92,844,925 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 15. Income Taxes A reconciliation of our provision for income tax expenses computed at the statutory federal income tax rate to income taxes as reflected in the consolidated financial statements is as follows: For the year ended 2021 2020 2019 Statutory tax rate 21.0 % 21.0 % 21.0 % State tax expense, net of federal benefit 6.4 % 5.7 % 4.0 % Executive compensation ( 2.3 )% ( 1.1 )% — Non-deductible fair value adjustment ( 0.4 )% ( 0.5 )% ( 7.5 )% Stock based compensation 2.7 % — — Tax credits 2.3 % 2.6 % 1.3 % Other 0.9 % 0.2 % ( 0.1 )% Valuation allowance ( 30.6 )% ( 27.9 )% ( 18.7 )% Effective tax rate 0.0 % 0.0 % 0.0 % Current and Deferred Income Taxes Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The significant components of our deferred tax assets and liabilities are summarized as follows: As of December 31, (In thousands) 2021 2020 Deferred tax assets Net operating loss carryforwards $ 109,837 $ 57,949 Operating lease liabilities 9,877 8,895 Tax credits 12,144 6,217 Equity-based compensation 6,436 2,983 Accruals and reserves 2,358 2,361 Amortization 745 736 Financing liabilities 8,852 — Other deferred tax assets — — Total gross deferred tax assets 150,249 79,141 Valuation allowance ( 137,865 ) ( 68,970 ) Total deferred tax assets 12,384 10,171 Deferred tax liabilities Depreciation ( 3,138 ) ( 1,772 ) Operating lease assets ( 6,283 ) ( 6,592 ) Prepaid expenses ( 2,963 ) ( 1,809 ) Total deferred tax liabilities ( 12,384 ) ( 10,173 ) Net deferred tax assets (liabilities) $ — $ ( 2 ) We have recorded a valuation allowance against our deferred tax assets in each of the years ended December 31, 2021 and 2020 , as we believe that it is more likely than not that these assets will not be realized. Our valuation allowance increased by approximately $ 68.9 million and $ 42.5 million during the years ended December 31, 2021 and 2020, respectively, primarily as a result of the increase in our unbenefited net operating loss and tax credits for both periods. Significant components of deferred income tax assets and liabilities include temporary differences related to net operating loss carryforwards, lease liabilities, stock compensation, tax credits and our financing liabilities. As of December 31, 2021 , deferred tax assets include approximately $ 406.2 million of federal net operating loss carryforwards, all of which have an indefinite carryforward period. As of December 31, 2021 , deferred tax assets also include approximately $ 390.9 million of state net operating loss carryforwards that begin to expire in 2031 through 2041 , with substantially all such net operating loss carryforwards beginning to expire in 2038 . As of December 31, 2021 , we also had federal and state research and development tax credits of $ 10.8 million and $ 1.7 million, respectively, which expire at various dates through 2041 for federal purposes and 2036 for state purposes. Under the provisions of the Internal Revenue Code, the net operating loss and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. Net operating loss and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholders over a three-year period in excess of 50%, as defined under Sections 382 and 383 of the Internal Revenue Code, respectively, as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the value of our company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. We have not conducted an assessment to determine whether there may have been a Section 382 or 383 ownership change. For financial reporting purposes, net losses before income taxes include $ 225.3 million , $ 152.2 million and $ 128.3 million for the years ended December 31, 2021, 2020 and 2019, respectively. We have no foreign operations and as such, the pretax loss is generated entirely in the United States. Our income tax (benefit) provision, net consisted of the following: For the year ended (In thousands) 2021 2020 2019 Current tax expense Federal $ — $ — $ — State 2 2 17 Foreign — — — Deferred tax expenses Federal ( 2 ) ( 26 ) 28 State — — — Foreign — — — Income tax (benefit) provision, net $ — $ ( 24 ) $ 45 As of December 31, 2021 and 2020 , we had no unrecognized tax benefits. As of and for the years ended December 31, 2021, 2020 and 2019 , respectively, we had no accrued interest or penalties related to uncertain tax positions and no such amounts have been recognized in our consolidated statements of operations and comprehensive loss. We will recognize interest and penalties related to uncertain tax positions in income tax expense. For the years ended December 31, 2021, 2020 and 2019, we generated research credits but have not conducted a study to document the qualified activities. This study may result in an adjustment to our research and development credit carryforwards; however, until a study is completed, and any adjustment is known, no amounts are being presented as an uncertain tax position. A full valuation allowance has been provided against our research and development credits and, if an adjustment is required, this adjustment would be offset by an adjustment to the deferred tax asset established for the research and development credit carryforwards and the valuation allowance. We file income tax returns in the U.S. federal tax jurisdiction and state jurisdictions. Our initial tax return period for U.S. federal income taxes was the 2018 period and we currently remain open to examination under the statute of limitations by the Internal Revenue Service and state jurisdictions for all periods since our inception. |
Legal Proceedings
Legal Proceedings | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Legal Proceedings | 16. Legal Proceedings We, from time to time, may be party to various legal proceedings and claims that may arise in the ordinary course of business. We were not subject to any material legal proceedings during the years ended December 31, 2021, 2020 or 2019 , and, to the best of our knowledge, no material legal proceedings are currently pending or threatened. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 17. Commitments and Contingencies As of December 31, 2021, we have several ongoing clinical studies in various clinical trial stages. Our most significant contracts relate to agreements with CROs for clinical trials and preclinical studies and clinical manufacturing organizations (CMOs), which we enter into in the normal course of business. The contracts with CROs and CMOs are generally cancellable, with notice, at our option. Guarantees and Indemnification Obligations We enter into standard indemnification agreements in the ordinary course of business. Pursuant to these obligations, we indemnify and agree to reimburse the indemnified party. The term of these indemnification obligations is generally perpetual after execution of the agreement. In addition, we have entered into indemnification obligations with members of our board of directors that will require us, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments we could be required to make under these indemnification obligations is unlimited. To date, we have no t incurred any losses or any material costs related to these indemnification obligations and no claims with respect thereto were outstanding. We do not believe that the outcome of any claims under indemnification obligations will have a material effect on our financial position, results of operations and cash flows, and we have no t accrued any liabilities related to such obligations in our consolidated financial statements as of December 31, 2021 or December 31, 2020 . |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2021 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plans | 18. Employee Benefit Plans 401(k) Savings Plan In April 2019 we implemented a 401(k) Savings Plan, which is available to substantially all regular employees in the U.S. over the age of 21. Participants may make voluntary contributions and we make matching contributions according to the 401(k) Savings Plan’s matching formula. All matching contributions and participant contributions vest immediately. The expense related to our 401(k) Savings Plan primarily consists of our matching contributions. Expense related to our 401(k) Savings Plan totaled $ 1.7 million, $ 1.4 million and $ 0.4 million for the years ended December 31, 2021, 2020 and 2019, respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 19. Related Party Transactions As of December 31, 2021 and 2020 , Pfizer held 27,349,211 shares of common stock and had appointed two members to our board of directors. For additional information on our license agreement with Pfizer, please read Note 6, Pfizer License Agreement , to these consolidated financial statements. As of December 31, 2021 and 2020 , Bain Investor held 60,632,356 shares of common stock and had appointed four members to our board of directors. Funding Agreement On April 12, 2021, we entered into a funding agreement with Bain, pursuant to which Bain will provide up to $ 62.5 million in funding to support our development of tavapadon for the treatment of Parkinson’s disease over four years of which approximately $ 15.5 million ( 25 % of the Bain Funding Commitment, net of $ 0.1 million of fees incurred by Bain) was received in April 2021. For additional information on our funding agreement with Bain, please read Note 8, Financing Liabilities , to these consolidated financial statements. Management Agreement In connection with the initial financing, on the Formation Transaction Date, we entered into an agreement with Bain Capital Private Equity, LP and Bain Capital Life Sciences, LP, which are entities related to Bain Investor, whereby such entities would provide certain management services to us for a fee of $ 1.0 million per year, paid in quarterly, non-refundable installments (Management Agreement). This agreement obligated us to pay such entities, in the aggregate, a $ 5.0 million fee upon the completion of a qualified public offering or change of control transaction, less any quarterly fees previously paid to such entities. Upon completion of the Business Combination Transaction, we paid the remaining approximately $ 3.0 million of management fees payable under the Management Agreement and no additional fees remain payable pursuant to this agreement. Inclusive of this final payment made under the Management Agreement, we incurred management fees to Bain Capital Private Equity, LP and Bain Capital Life Sciences, LP totaling $ 3.8 million and $ 1.0 million during the years ended December 31, 2020 and 2019, respectively. Following the closing of the Business Combination, we entered into a new management agreement with Bain Capital Private Equity, LP and Bain Capital Life Sciences, LP providing for the expense reimbursement and indemnification of such entities. No amounts were incurred under the management agreement during the year ended December 31, 2021 . |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 20. Subsequent Events We have completed an evaluation of all subsequent events after the balance sheet date of December 31, 2021 through March 1, 2022, the issuance date of these financial statements, to ensure that these consolidated financial statements include appropriate disclosure of events both recognized in the consolidated financial statements as of December 31, 2021 , and events which occurred subsequently but were not recognized in the consolidated financial statements. We have concluded that no subsequent events have occurred that require disclosure, except as already disclosed within these consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements include those of the company and its subsidiaries, Cerevel Therapeutics, Inc., Cerevel Therapeutics, LLC and Cerevel MA Securities Corp., after elimination of all intercompany accounts and transactions. The accompanying consolidated financial statements have been prepared in conformity 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 Update (ASU) of the Financial Accounting Standards Board (FASB). As a result of the Business Combination Transaction, the shares and corresponding capital amounts and loss per share related to Old Cerevel’s outstanding redeemable convertible preferred stock, redeemable convertible common stock and common stock prior to October 27, 2020, have been retroactively restated to give effect to the Exchange Ratio established in the Business Combination Agreement. For additional information on the Business Combination Transaction and the Exchange Ratio, please read Note 3, Business Combination , to these consolidated financial statements. |
Segment Information | Segment Information Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (CODM) in deciding how to allocate resources to an individual segment and in assessing performance. Our CODM is our Chairperson of the Board of Directors and Chief Executive Officer. We have determined that we operate as a single operating segment and have one reportable segment. All of our long-lived assets are held in the United States. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions made in the accompanying consolidated financial statements include, but are not limited to, the fair value of our financing liabilities, the fair value of the Equity Commitment and Share Purchase Option, the fair value of stock options, the accrual for research and development expense and the recoverability of our net deferred tax assets and the related valuation allowance. The impact on accounting estimates and judgments on our financial condition and results of operations due to COVID-19 has introduced additional uncertainties. We evaluate our estimates and assumptions on an ongoing basis using historical experience and other factors and adjust those estimates and assumptions when facts and circumstances change. Actual results could differ materially from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all short-term, highly liquid investments that mature within 90 days or less from the date of purchase to be cash equivalents. As of December 31, 2021, our cash equivalents consisted of amounts invested in money market funds, commercial paper and other debt securities with maturities of 90 days or less from the original date of purchase. As of December 31, 2020 , our cash equivalents consisted of amounts invested in money market funds. |
Restricted Cash | Restricted Cash In connection with our entering into the lease agreement for our headquarters in Cambridge, MA, in July 2019 we were required to provide a security deposit in the form of a letter of credit. We have classified this amount as restricted cash within our consolidated balance sheets as of December 31, 2021 and 2020. Restricted cash was classified as a non-current asset as the associated lease term expires more than 12 months from December 31, 2021. A reconciliation of the cash, cash equivalents and restricted cash reported within our consolidated balance sheets that sum to the total of the amounts shown in the consolidated statements of cash flows is as follows: As of December 31, (In thousands) 2021 2020 Cash and cash equivalents $ 193,018 $ 383,623 Restricted cash 4,200 4,200 Total cash, cash equivalents and restricted cash $ 197,218 $ 387,823 |
Marketable Securities | Marketable Securities We classify investments with original contractual maturities greater than 90 days at the date of purchase as marketable securities. Marketable securities with a remaining maturity date greater than one year are classified as non-current assets. Marketable Debt Securities Our investments in marketable debt securities are classified and accounted for as available-for-sale. Available-for-sale marketable debt securities are recorded at fair market value with unrealized gains and losses recognized in other comprehensive income (loss) unless the security has experienced a credit loss, or has experienced an unrealized loss and we have determined that we have the intent to sell the security or it is more likely than not that we will have to sell the security before its expected recovery. Realized gains and losses are reported in other income (expense), net, based on the specific identification method. Available-for-sale marketable securities are also adjusted for amortization of premiums and accretion of discounts to maturity, with such amortization and accretion included within interest income. Accrued interest receivable related to our available-for-sale marketable securities is presented within prepaid expenses and other current assets on our consolidated balance sheets. Credit Losses When the fair value of an available-for-sale debt security falls below the amortized cost basis it is evaluated to determine if any of the decline in value is attributable to a credit loss. Decreases in fair value attributable to credit losses are recorded directly to earnings with a corresponding allowance for credit losses, limited to the amount that the fair value is less than the amortized cost basis. If the credit quality subsequently improves the allowance is reversed up to a maximum of the previously recorded credit losses. If we intend to sell an impaired available-for-sale debt security, or if it is more likely than not that we will be required to sell the security prior to recovering the amortized cost basis, the entire fair value adjustment will immediately be recognized in earnings with no corresponding allowance for credit losses. Factors considered in making these evaluations include quoted market prices, recent financial results and operating trends, credit quality of debt instrument issuers, expected cash flows from securities, other publicly available information that may affect the value of the marketable debt security, duration and severity of the decline in value, and our strategy and intentions for holding the marketable debt security. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially expose us to concentrations of credit risk consist primarily of cash, cash equivalents, marketable securities and restricted cash. All of these financial instruments are maintained at a large, creditworthy and accredited financial institutions. Our cash deposits at times may significantly exceed federally insured limits. We do not believe that we are subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. We invest our excess cash primarily in money market funds, U.S. treasury notes, and high quality, marketable debt instruments of corporations and government sponsored enterprises in accordance with our investment policy. Our investment policy defines allowable investments and establishes guidelines relating to credit quality, diversification, and maturities of our investments to preserve capital and maintain liquidity. We do not have any significant off-balance sheet risk, such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization, subject to review for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Purchased assets that are not yet in service are recorded to construction-in-process and no depreciation expense is recorded. Once the assets are placed in service, they are reclassified to the appropriate asset class. Depreciation and amortization expense is recognized using the straight-line method over the following estimated useful lives: Asset Category Estimated Computer equipment 3 years Furniture and fixtures 5 years Laboratory equipment 5 years Leasehold improvements Shorter of useful life or remaining lease term Costs of major additions and improvements are capitalized and amortized on a straight-line basis over the shorter of the lease term or the estimated useful life of the asset. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is included in the determination of net income or loss. The cost of normal, recurring, or periodic repairs and maintenance activities are expensed as incurred. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Our long-lived assets to be held and used, such as property and equipment and other long-term assets, are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that we consider in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset group for recoverability, we compare forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset group to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset group are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset group over its fair value, determined based on discounted cash flows. To date, we have not recorded any impairment losses on long-lived assets. |
Leases | Leases At the inception of an arrangement, we determine whether the arrangement is or contains a lease based on the unique facts and circumstances present. Leases with a term greater than one year are recognized in our consolidated balance sheets as operating lease assets, operating lease liabilities, current portion and operating lease liabilities, net of current portion. We have elected not to recognize leases with terms of one year or less on our consolidated balance sheets. We have also elected to account for the lease and non-lease components as a combined lease component for real estate leases. For non-real estate leases, the lease component and non-lease component will be accounted for as separate components, with the contract consideration being allocated based on the fair values of the components. Operating lease assets represent our right to use an underlying asset for the lease term and operating lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at the commencement date of the lease based upon the present value of lease payments over the lease term. When determining the lease term, we include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. We use the implicit rate when readily determinable and use our incremental borrowing rate when the implicit rate is not readily determinable based upon the information available at the commencement date of the respective leases in determining the present value of the lease payments. Our incremental borrowing rate is determined using a secured borrowing rate for the same currency and term as the associated lease in a similar economic environment. The lease payments used to determine our operating lease assets may include lease incentives, stated rent increases and escalation clauses linked to rates of inflation when determinable and are recognized in our operating lease assets in our consolidated balance sheets. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term and included in operating expenses in our consolidated statements of operations and comprehensive loss. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. We have certain financial assets and liabilities recorded at fair value that have been classified and disclosed within one of the following three categories of the fair value hierarchy as described in the accounting standards for fair value measurements: • Level 1 – Quoted prices in active markets for identical assets or liabilities. • Level 2 – Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies, and similar techniques. 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. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value may require significant judgment. Changes in our fair value measurements could have a significant impact on our results of operations in any given period. |
Fair Value of Equity Commitment and Share Purchase Option | Fair Value of Equity Commitment and Share Purchase Option The Equity Commitment and Share Purchase Option were free-standing financial instruments that may have required us to transfer equity upon settlement or exercise, respectively, and were recorded at fair value on the Formation Transaction Date. The fair value of each financial instrument on the Formation Transaction Date was allocated to the Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series A Common Stock. We revalued these financial instruments each reporting period through their termination upon closing of the Business Combination Transaction. Immediately prior to the closing of the Business Combination Transaction, these financial instruments were adjusted to their final fair value of zero. Changes in fair value of the Equity Commitment and Share Purchase Option were recognized as a component of other income (expense), net in our consolidated statements of operations and comprehensive loss. We classified the fair value of the remaining Equity Commitment and the Share Purchase Option as an asset or a liability in our consolidated balance sheets. Changes in the fair value of these instruments resulted from changes to one or multiple inputs, including adjustments to the discount rates, expected volatility and dividend yield as well as changes in the amount and timing of the anticipated future funding required in settlement of the Equity Commitment and upon exercise of the Share Purchase Option and the fair value of our preferred and common shares expected to be exchanged for that additional funding. For additional information on the Business Combination Transaction, please read Note 3, Business Combination , to these consolidated financial statements. For additional information on the Equity Commitment and Share Purchase Option, please read Note 7, Equity Commitment and Share Purchase Option , to these consolidated financial statements. |
Fair Value Option for Funding Agreements | Fair Value Option for Funding Agreements We elected to account for our funding agreements and related financial liabilities described in Note 8, Financing Liabilities , in accordance with the fair value option permitted under ASC 825-10, Financial Instruments . A liability associated with each of our funding agreements was initially recognized at their estimated fair value within our consolidated balance sheets. We revalue our financing liabilities on a recurring basis each reporting period with subsequent changes in fair value, excluding the impact of the change in fair value attributable to instrument-specific credit risk, separately presented as a component of other income (expense), net in our consolidated statements of operations and comprehensive loss. The portion of the fair value adjustment attributed to a change in the instrument-specific credit risk is recognized and separately presented as a component of other comprehensive income (loss). Changes in fair value attributable to instrument-specific credit risk are derived by benchmarking against the prior period credit spread to isolate the impact directly associated with the change in the credit spread utilized between periods. Changes in the fair value of our financing liabilities can result from changes to one or multiple inputs, including adjustments to discount rates, changes in the expected achievement or timing of any sales-based, development or regulatory milestones, changes in the amount or timing of expected net cash flows, changes in the probability of certain clinical events and changes in the assumed probability associated with regulatory approval. These fair value measurements represent Level 3 measurements as they are based on significant inputs not observable in the market. The decision to elect the fair value option is determined on an instrument-by-instrument basis, and must be applied to an entire instrument and is irrevocable once elected, but need not be applied to all similar instruments. Assets and liabilities measured at fair value pursuant to ASC 825-10 are required to be reported separately from those instruments measured using another accounting method. Upfront, direct costs and fees related to the instruments for which we have elected the fair value option are recognized in general and administrative expense in earnings as incurred. For additional information on our qualifying instruments that we have elected to account for under the fair value option, please read Note 8, Financing Liabilities , and Note 9, Fair Value Measurements, to these consolidated financial statements. |
Offering Costs | Offering Costs We capitalize certain underwriting, legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded in stockholders’ (deficit) equity as a reduction of additional paid-in capital generated as a result of the offering. Should the in-process equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in our consolidated statements of operations and comprehensive loss. We have capitalized deferred costs directly associated with our shelf registration statement on Form S-3 filed in November 2021. We will reclassify such costs to additional paid-in capital on a pro-rata basis as we complete offerings under the shelf registration statement, with any remaining deferred costs charged to general and administration expense at the end of the life of the shelf registration. |
Revenues | Revenues Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred and title has passed, the price is fixed or determinable, and collectability is reasonably assured. We are a clinical stage company and have had no revenues to date. |
Research and Development Expense | Research and Development Expense Research and development expenses include costs incurred in connection with the preclinical and clinical development of our product candidates including employee-related expenses, consisting of salaries, benefits and equity-based compensation for personnel engaged in our research and development activities, fees paid to other entities that conduct certain research and development activities on our behalf, as well as certain indirect costs incurred in support of overall research and development activities including facilities, depreciation and technology expenses. Payments we make for research and development services prior to the services being rendered are recorded as prepaid assets in our consolidated balance sheets and are expensed as the services are provided. We estimate and accrue the value of goods and services received from CROs and other third parties each reporting period based on estimates of the level of services performed and progress in the period when we have not received an invoice from such organizations. When evaluating the adequacy of the accrued liabilities, we analyze progress of the studies or clinical trials, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates are made in determining the balances to be accrued at the end of any reporting period. We reassess and adjust our accruals as actual costs become known or as additional information becomes available. Our historical accrual estimates have not been materially different from the actual costs. |
Government Grants for Research and Development | Government Grants for Research and Development We account for funds we receive from government grants based on specific facts and circumstances that best reflect the nature of the grant terms and conditions. To date, we have elected to account for funds received from government grants that are not in the form of an income tax credit, revenue from a contract with a customer or a loan, by analogy to International Accounting Standards (IAS) 20, Accounting for Government Grants and Disclosure of Government Assistance. We recognize funds we receive from government grants for qualifying reimbursable research and development activities in our consolidated statements of operations and comprehensive loss as an offset to research and development expense in the period in which the qualifying reimbursable research and development expenses are incurred and there is reasonable assurance that we will comply with the conditions attached to the grant and receive the funds. Research and development expense for the year ended December 31, 2021, was reduced by $ 0.9 million related to the reimbursement of certain research and development costs received from the National Institute of Drug Abuse agency of the National Institutes of Health. Additionally, we have recognized a receivable in prepaid expenses and other current assets of $ 0.2 million as of December 31, 2021 , for qualifying costs incurred but not yet reimbursed. |
Concentration of Manufacturing Risk | Concentration of Manufacturing Risk We are dependent on third-party manufacturers to supply products for research and development activities in our programs. In particular, we rely and expect to continue to rely on a small number of manufacturers to supply our requirements for the active pharmaceutical ingredients and formulated drugs related to these programs. These programs could be adversely affected by a significant interruption in the supply of active pharmaceutical ingredients and formulated drugs . |
Patent Costs | Patent Costs All patent-related costs incurred in connection with filing and prosecuting patent applications are recorded as general and administrative expenses in our accompanying consolidated statements of operations and comprehensive loss. |
Equity-Based Compensation | Equity-Based Compensation We determine the fair value of each award issued under our equity-based compensation plan on the date of grant. We recognize compensation expense for service-based awards on a straight-line basis over the requisite service period which generally approximates the vesting term. For service-based awards with performance or market conditions that were satisfied upon closing of the Business Combination Transaction, we recognize compensation expense on a straight-line basis over the requisite service period for each separate vesting portion of the award, with the amount of compensation expense recognized at any date at least equaling the portion of the grant-date fair value of the award that is vested at that date. We account prospectively for forfeitures as they occur rather than apply an estimated forfeiture rate to equity-based compensation expense. We classify equity-based compensation expense in our consolidated statements of operations and comprehensive loss in the same manner in which the award recipient’s salary and related costs are classified or in which the award recipient’s service payments are classified, as applicable. Determination of Fair Value – Preferred and Common Stock Prior to the completion of the Business Combination Transaction, given the absence of an active market for our common stock, we were required to estimate the fair value of the company’s common stock at the time of each grant of an equity-based award. We used a hybrid methodology that combined both an income approach and a market approach to estimate the business enterprise value and our total equity value to calculate the fair value of our preferred stock and common stock during 2019 and throughout 2020, until completion of the Business Combination Transaction. A probability-weighted discounted cash flow analysis was first prepared reflecting multiple scenarios for future outcomes associated with the acquired product candidates in order to estimate the cash flows associated with estimated liquidity events (i.e., an IPO). We also used a PWERM to determine the fair value of pre-IPO funding scenarios. We then used a market approach to estimate the value as of each potential date of liquidity, resulting in an estimate of the total equity value, including the value of planned future funding. The value of the preferred stock and common stock was then estimated using an option pricing method, allocating total equity value based on an assumed future liquidity date, the liquidation preference of the preferred stock and the assumed funding in each scenario. Each of these scenarios was probability-weighted based on the expected outcomes to arrive at a final estimated fair value per share of the common stock. The estimates and assumptions underlying our valuations included a number of objective and subjective factors. We believe our methodologies are reasonable based upon our internal peer company analyses and further supported by transactions involving our preferred stock. If different assumptions had been made, equity-based compensation expense, consolidated net loss and consolidated net loss per share could have been significantly different. Subsequent to the closing of the Business Combination Transaction, our board of directors determines the fair value of each share of common stock underlying stock-based awards based on the closing price of our common stock as reported by Nasdaq on the date of grant. Determination of Fair Value – Stock Option Awards Subsequent to the closing of the Business Combination Transaction, we estimate the fair value of our stock option awards using the Black Scholes method utilizing the fair value of our common stock and the following assumptions: • Expected term – We have opted to utilize the “simplified method,” for determining the expected life of the award, which is based on the mid-point between the vesting date and the end of the contractual term as all options granted after becoming a public entity will be granted “at-the-money.” • Expected volatility – We determine the volatility for options granted based on an analysis of reported data for a peer group of companies. The expected volatility of granted options has been determined using a weighted-average of the historical volatility measures of this peer group of companies. We will continue to apply this method until a sufficient amount of historical information regarding the volatility of our own stock price becomes available. • Risk-free interest rate – The risk-free interest rate utilized in our calculations is based on a treasury instrument whose term is consistent with the expected life of the stock options. • Expected Dividend – The expected dividend yield is assumed to be zero as we have never paid dividends and do not have current plans to pay any dividends on our common stock. Prior to the closing of the Business Combination Transaction, we estimated the fair value of the stock option awards on the date of grant using the option pricing method, which is a variant of an income approach. The option pricing method was used given that a portion of the option awards have an exercise price that is considered to be “deeply out of the money.” The option pricing method incorporated the probability of the performance and market conditions being met and adjustments to the estimated life and value of the options to reflect the necessary growth in the common share value for such shares to become exercisable. Given that the common stock represented a non-marketable equity interest in a private enterprise, an adjustment was made to account for the lack of liquidity that a stockholder would experience. This adjustment is commonly referred to as a discount for lack of marketability. As there was no public market for our common stock prior to the closing of the Business Combination Transaction, we determined the volatility for options granted based on an analysis of reported data for a peer group of companies. The expected volatility of granted options were determined using a weighted-average of the historical volatility measures of this peer group of companies. The expected life of options for these awards were determined by probability-weighting the calculated expected life of the option at each month the option was eligible to be at- or in-the-money to estimate the overall adjusted expected life. We did not utilize the “simplified method” to determine expected life as this method is not valid for options that are “deeply out of the money.” The risk-free interest rate utilized in our calculations was based on a treasury instrument whose term is consistent with the expected life of the stock options. The expected dividend yield was assumed to be zero as we have never paid dividends and do not have current plans to pay any dividends on our common stock. In June 2018, the FASB issued ASU No. 2018-07 Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting . This standard expanded the scope of ASC Topic 718, Compensation—Stock Compensation , to include share-based payment transactions for acquiring goods and services from nonemployees. Prior to the adoption of this standard, the measurement date for non-employee awards was generally the date the services are completed, resulting in financial reporting period adjustments to stock-based compensation during the vesting terms for changes in the fair value of the awards. We adopted this standard effective January 1, 2019 . Upon adoption, the measurement date for non-employee awards is the date of grant without changes in the fair value of the award. For additional information on the assumptions used in determining the grant date fair value of equity-based awards granted, as well as a summary of the equity-based award activity under our equity-based compensation plans for the years ended December 31, 2021, 2020 and 2019, please read Note 13, Equity-Based Compensation to these consolidated financial statements. |
Common Stock Warrants and Derivative Financial Instruments | Com mon Stock Warrants and Derivative Financial Instruments We accounted for our common stock purchase warrants and other freestanding derivative financial instruments based on an assessment of the specific terms of the instrument and applicable authoritative guidance in accordance with ASC 480, Distinguishing Liabilities from Equity (ASC 480) , and reviewed our common stock purchase warrants and other freestanding derivative financial instruments at each balance sheet date to determine whether a change in classification was required. Our assessment considered whether the warrants were freestanding financial instruments pursuant to ASC 480, whether the warrants met the definition of a liability pursuant to ASC 480, and whether the warrants met all of the requirements for equity classification under ASC 815, including whether the warrants were indexed to our own common stock and whether the warrant holders could have potentially required “net cash settlement” in a circumstance outside of our control, among other conditions for equity classification. This assessment, which required the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants were outstanding. We classify freestanding derivative financial instruments that are indexed in our own stock as: a) Equity if they (i) require physical settlement or net-share settlement, or (ii) give the company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement), or b) Assets or liabilities if they (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the company’s control), or (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement) Upon the consummation of the Business Combination Transaction, there were 4,983,314 public warrants and 166,333 private placement warrants (collectively, the warrants) outstanding. Each outstanding warrant of ARYA became one warrant to purchase one share of New Cerevel common stock. We determined that the 4,983,314 public warrants satisfied the criteria for classification as equity instruments at each reporting period through their exercise or redemption. In certain circumstances, the identity of the holder may result in different settlement amounts, and therefore the private placement warrants were not considered indexed in our own stock in the manner contemplated by ASC Section 815-40-15. Accordingly, we recognized the liability associated with the 166,333 private placement warrants within other long-term liabilities in our condensed consolidated balance sheet as of March 31, 2021, and revalued the liability on a recurring basis each reporting period through their cashless exercise and settlement in September 2021. We did no t recognize a liability in relation to the private placement warrants prior to March 31, 2021, as we previously determined that the fair value of these warrants was immaterial. No warrants remained outstanding as of December 31, 2021. Changes in fair value of these warrants were recognized as an adjustment to other income (expense), net in our condensed consolidated statements of operations and comprehensive loss. Changes in the fair value of the private placement warrants resulted from changes to one or multiple inputs, including adjustments to the discount rate, expected volatility and dividend yield as well as changes in the fair value of our common stock and public warrants. |
Income Taxes | Income Taxes We account for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in our tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement carrying amounts and the tax basis of existing assets and liabilities and for loss and credit carryforwards using enacted tax rates in effect in the years in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. We assess the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax benefit (provision), net. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. We account for uncertain tax positions recognized in the consolidated financial statements by prescribing a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Income tax benefit (provision), net includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is comprised of two components: net loss and other comprehensive loss, which includes other changes in stockholders’ deficit that result from transactions and economic events other than those with stockholders. For the year ended December 31, 2021 , other comprehensive loss consists of changes in fair value attributable to instrument-specific credit risk and net unrealized losses on our available-for-sale marketable securities. There were no items qualifying as other comprehensive loss for the years ended December 31, 2020 and 2019; accordingly, for such years, comprehensive loss equaled total net loss. |
Net Loss Per Share | Net Loss per Share We calculate earnings per share in accordance with ASC 260, Earnings per Share . The two-class method of computing earnings per share is required for entities that have participating securities. Under the two-class method, net income is allocated between ordinary shares and participating securities based on dividends declared (or accumulated) and participating rights in undistributed earnings as if all the earnings for the reporting period had been distributed. Basic net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration for common stock equivalents. Diluted net loss per share is calculated by adjusting the net loss of the company for cumulative preferred stock dividends. Diluted net loss per share is calculated by adjusting the weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period. For purposes of the dilutive net loss per share applicable to common stockholders calculation, warrants, stock options and unvested restricted stock are considered to be common stock equivalents but are excluded from the calculation of diluted net loss per share applicable to common stockholders, as their effect would be anti-dilutive due to the fact that we were in a net loss position for the periods presented; therefore, basic and diluted net loss per share applicable to common stockholders were the same for the period presented. |
Subsequent Event Considerations | Subsequent Event Considerations We consider events or transactions that occur after the balance sheet date but prior to the issuance of the consolidated financial statements to provide additional evidence for certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated as required. For additional information on our evaluation of subsequent events, please read Note 20, Subsequent Events, to these consolidated financial statements. |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of Elements of Net Proceeds From Business Combination Transaction | The following table summarizes the elements of the net proceeds from the Business Combination Transaction: (In thousands) Recapitalization Cash - ARYA Trust and cash (net of redemptions) $ 147,122 Cash - PIPE Financing (including proceeds from Bain Investor July Additional Financing Shares) 320,000 Less: Underwriting fees and other offering costs ( 24,645 ) Proceeds from Business Combination Transaction, net of offering costs paid per the Cash Flows from Financing Activities $ 442,477 Less: Acceleration of Cerevel management fees paid to Bain Investor included in G&A expense ( 2,984 ) Net proceeds from the Business Combination Transaction $ 439,493 |
Schedule of Number of Shares of Common Stock Outstanding Immediately Following Consummation of Business Combination Transaction | The following table summarizes the number of shares of common stock outstanding immediately following the consummation of the Business Combination Transaction: Number of Shares ARYA shares outstanding prior to the Business Combination Transaction 19,186,500 Less: redemption of ARYA shares prior to the Business Combination Transaction ( 245,050 ) Common stock of ARYA 18,941,450 Shares issued pursuant to the PIPE Financing (including Bain Investor July 2020 Additional Financing Shares) 32,000,000 Business Combination and PIPE Financing shares 50,941,450 Conversion of Old Cerevel Series A-1 preferred shares for common stock 31,701,214 Conversion of Old Cerevel Series A common stock for common stock 18,260,729 Conversion of Old Cerevel Series A-2 preferred shares for common stock 10,940,449 Issuance of additional common stock related to anti-dilution protections of Old Cerevel Series A-2 preferred shares 15,208,762 Conversion of Old Cerevel common stock under the equity incentive plans for common stock 71,350 Total shares of New Cerevel common stock outstanding immediately following the Business Combination Transaction 127,123,954 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
A Reconciliation of the Cash, Cash Equivalents and Restricted Cash | A reconciliation of the cash, cash equivalents and restricted cash reported within our consolidated balance sheets that sum to the total of the amounts shown in the consolidated statements of cash flows is as follows: As of December 31, (In thousands) 2021 2020 Cash and cash equivalents $ 193,018 $ 383,623 Restricted cash 4,200 4,200 Total cash, cash equivalents and restricted cash $ 197,218 $ 387,823 |
Summary of Depreciation and Amortization Expense Recognized Using Straight-Line Method | Depreciation and amortization expense is recognized using the straight-line method over the following estimated useful lives: Asset Category Estimated Computer equipment 3 years Furniture and fixtures 5 years Laboratory equipment 5 years Leasehold improvements Shorter of useful life or remaining lease term |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis | The tables below present information about our assets and liabilities that are measured and carried at fair value on a recurring basis and indicate the level within the fair value hierarchy we utilized to determine such fair values: As of December 31, 2021 (In thousands) Quoted Significant Significant Total Assets: Cash equivalents Money market funds $ 153,589 $ — $ — $ 153,589 Corporate debt securities — 1,431 — 1,431 Commercial paper — 37,998 — 37,998 Marketable securities (current) U.S. government treasuries 171,063 — — 171,063 Corporate debt securities — 20,452 — 20,452 Commercial paper — 181,155 — 181,155 Marketable securities (non-current) U.S. government treasuries 52,269 — — 52,269 Restricted cash Money market funds 4,200 — — 4,200 Total assets $ 381,121 $ 241,036 $ — $ 622,157 Liabilities: Private placement warrants $ — $ — $ — $ — Financing liability, related party — — 16,770 16,770 Financing liability — — 16,770 16,770 Total liabilities $ — $ — $ 33,540 $ 33,540 As of December 31, 2020 (In thousands) Quoted Significant Significant Total Assets: Cash equivalents Money market funds $ 383,623 $ — $ — $ 383,623 Restricted cash Money market funds 4,200 — — 4,200 Total assets $ 387,823 $ — $ — $ 387,823 |
Summary of Estimated Fair Value and Amortized Cost of Available-for-Sale Marketable Debt Securities | The estimated fair value and amortized cost of our available-for-sale marketable debt securities, by contractual maturity and security type, are summarized as follows: As of December 31, 2021 (In thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Due in one year or less U.S. government treasuries $ 171,111 $ — $ ( 48 ) $ 171,063 Corporate debt securities 20,464 — ( 12 ) 20,452 Commercial paper 181,176 11 ( 32 ) 181,155 Due after one year through two years U.S. government treasuries 52,387 — ( 118 ) 52,269 Total marketable securities $ 425,138 $ 11 $ ( 210 ) $ 424,939 |
Summary of Rollforward of the Liability Associated with Financing Liabilities | The following table provides a rollforward of the liability associated with our financing liabilities: For the year ended (In thousands) 2021 Beginning liability balance $ — Fair value at issuance ( 31,250 ) Change in fair value recognized in other income (expense), net ( 1,502 ) Change in fair value attributable to instrument-specific credit risk recognized in other comprehensive income ( 788 ) Ending liability balance $ ( 33,540 ) |
Financial Statement Components
Financial Statement Components (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Summary of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following: As of December 31, (In thousands) 2021 2020 Prepaid clinical trial services $ 2,038 $ 172 Prepaid research and development expenses 2,074 1,650 Prepaid insurance 4,701 3,675 Other prepaid expenses 2,225 1,280 Interest receivable 729 — Other current assets 562 160 Prepaid expenses and other current assets $ 12,329 $ 6,937 |
Summary of Property and Equipment Net | Property and equipment, net consisted of the following: As of December 31, (In thousands) 2021 2020 Computer equipment $ 946 $ 96 Furniture and fixtures 437 322 Laboratory equipment 5,617 101 Leasehold improvements 23,286 — Construction-in-progress 729 23,728 Less: Accumulated depreciation ( 2,566 ) ( 82 ) Property and equipment, net $ 28,449 $ 24,165 |
Summary of Other Long-Term Assets | Other long-term assets consisted of the following: As of December 31, (In thousands) 2021 2020 Other prepaid expenses, net of current portion $ 1,806 $ 1,389 Deferred expenses associated with financing activities 485 — Other 442 500 Other long-term assets $ 2,733 $ 1,889 O |
Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following: As of December 31, (In thousands) 2021 2020 External research and development services $ 16,097 $ 8,893 Accrued compensation and personnel costs 10,827 9,489 Accrued property and equipment 109 2,618 Accrued deferred expenses associated with financing activities 125 96 Professional fees and consulting services 1,270 1,150 Other 375 273 Accrued expenses and other current liabilities $ 28,803 $ 22,519 |
Summary of Other Other Income (Expense), Net | Other income (expense), net consisted of the following: For the year ended (In thousands) 2021 2020 2019 Loss on fair value remeasurement of Equity Commitment $ — $ ( 3,530 ) $ ( 51,562 ) Gain on fair value remeasurement of Share Purchase Option — 260 5,120 Loss on fair value remeasurement of financing liability, related party ( 751 ) — — Loss on fair value remeasurement of financing liability ( 751 ) — — Loss on fair value remeasurement of private placement warrants ( 3,881 ) — — Other, net ( 10 ) ( 4 ) 9 Other income (expense), net $ ( 5,393 ) $ ( 3,274 ) $ ( 46,433 ) |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Summary of Lease Cost Recognized | The following table contains a summary of the lease costs recognized under ASC 842 and other information pertaining to our operating leases for the years ended December 31, 2021, 2020 and 2019: For the year ended (In thousands, except term and discount rate) 2021 2020 2019 Lease cost (1) Operating lease cost $ 4,906 $ 6,132 $ 3,467 Variable lease cost 1,512 1,504 — Total lease cost $ 6,418 $ 7,636 $ 3,467 Other information Operating cash flows included in the measurement of operating lease liabilities $ 5,736 $ 6,044 $ 1,070 Weighted-average remaining lease term (in years) 8.17 9.17 9.76 Weighted-average discount rate 9.90 % 9.90 % 9.85 % (1) Short-term lease costs incurred for the years ended December 31, 2021, 2020 and 2019 were immaterial. |
Summary of Future Minimum Commitments Under Operating Leases | As of December 31, 2021, future minimum commitments under our operating leases were as follows: As of December 31, (In thousands) 2021 Maturity of lease liabilities Fiscal year ended December 31, 2022 $ 5,918 Fiscal year ended December 31, 2023 6,096 Fiscal year ended December 31, 2024 6,289 Fiscal year ended December 31, 2025 6,457 Fiscal year ended December 31, 2026 6,661 Thereafter 22,423 Total future lease payments $ 53,844 Less: Effect of discounting ( 17,297 ) Present value of lease liabilities $ 36,547 |
Summary of Operating Leases in Consolidated Balance Sheets | The following table summarizes the presentation of our operating leases in our consolidated balance sheets as of December 31, 2021 and 2020: As of December 31, (In thousands) 2021 2020 Assets Operating lease assets $ 23,251 $ 24,459 Total lease assets $ 23,251 $ 24,459 Liabilities Current lease liabilities $ 2,437 $ 2,036 Noncurrent lease liabilities 34,110 30,969 Total lease liabilities $ 36,547 $ 33,005 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Equity-based Compensation Expense | The following table summarizes equity-based compensation expense included in our consolidated statements of operations and comprehensive loss: For the year ended (In thousands) 2021 2020 2019 Research and development $ 9,220 $ 3,239 $ 2,602 General and administrative 14,721 7,282 5,709 Total equity-based compensation expense included in total operating expense $ 23,941 $ 10,521 $ 8,311 The following table summarizes equity-based compensation expense by award type included in our consolidated statements of operations and comprehensive loss: For the year ended (In thousands) 2021 2020 2019 Stock options $ 23,441 $ 10,435 $ 8,208 Restricted stock units 80 86 103 Employee stock purchase plan 420 — — Total equity-based compensation expense included in total operating expense $ 23,941 $ 10,521 $ 8,311 |
Summary of Assumptions Used to Determine Fair Value of Stock Options Granted to Employees and Directors | The assumptions that we used to determine the fair value of stock options granted to employees and directors were as follows, presented on a weighted average basis: For the year ended 2021 2020 2019 Risk free interest rate 0.80 % 0.76 % 2.10 % Expected term (in years) 6.05 6.13 6.23 Expected volatility 93.5 % 99.1 % 81.1 % Expected dividend yield 0.0 % 0.0 % 0.0 % |
Summary of Stock Options Activity | The following table summarizes our stock option activity as follows: Number of Weighted Weighted (in years) Aggregate (in thousands) Outstanding at December 31, 2020 12,464,668 $ 6.37 8.57 $ 127,301 Granted 6,912,651 15.07 Exercised ( 1,533,914 ) 5.26 Forfeited ( 1,777,341 ) 9.06 Outstanding at December 31, 2021 16,066,064 $ 9.92 8.09 $ 362,250 Options vested and expected to vest as of December 31, 2021 16,066,064 $ 9.92 8.09 $ 362,250 Options exercisable as of December 31, 2021 5,774,797 $ 5.82 6.97 $ 153,636 |
Summary of Restricted Stock Activity | The following table summarizes our restricted stock activity as follows: Restricted Stock Units Number Weighted- Non-vested at December 31, 2020 71,350 $ 2.02 Granted — — Vested ( 42,810 ) 1.97 Forfeited — — Non-vested at December 31, 2021 28,540 $ 2.10 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of the basic and diluted net loss per share: For the year ended (In thousands, except share amounts and per share data) 2021 2020 2019 Numerator: Net loss $ ( 225,334 ) $ ( 152,142 ) $ ( 128,389 ) Benefit related to the redemption of Series A-1 redeemable convertible preferred stock at less than the carrying value — 3,871 — Net loss attributable to common stockholders $ ( 225,334 ) $ ( 148,271 ) $ ( 128,389 ) Denominator: Weighted-average shares used in calculating net loss per share, basic and diluted 136,576,536 73,643,315 44,209,264 Net loss per share attributable to common stockholders, basic and diluted $ ( 1.65 ) $ ( 2.01 ) $ ( 2.90 ) |
Potential Dilutive Securities Excluded From Calculation of Net Loss Per Share | The shares in the table below were excluded from the calculation of diluted net loss per share attributable to common stockholders, prior to the use of the treasury stock or two class methods, due to their anti-dilutive effect: As of December 31, 2021 2020 2019 Stock options outstanding 16,066,064 12,464,668 14,261,340 Restricted stock units outstanding 28,540 71,350 114,160 Warrants — 5,149,647 — Shares to be issued upon settlement of remaining Equity Commitment — — 49,929,121 Shares to be issued upon exercise of Share Purchase Option — — 28,540,304 Total 16,094,604 17,685,665 92,844,925 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation of Provision for Income Tax Expenses Computed at Statutory Federal Income Tax Rate to Income Taxes | A reconciliation of our provision for income tax expenses computed at the statutory federal income tax rate to income taxes as reflected in the consolidated financial statements is as follows: For the year ended 2021 2020 2019 Statutory tax rate 21.0 % 21.0 % 21.0 % State tax expense, net of federal benefit 6.4 % 5.7 % 4.0 % Executive compensation ( 2.3 )% ( 1.1 )% — Non-deductible fair value adjustment ( 0.4 )% ( 0.5 )% ( 7.5 )% Stock based compensation 2.7 % — — Tax credits 2.3 % 2.6 % 1.3 % Other 0.9 % 0.2 % ( 0.1 )% Valuation allowance ( 30.6 )% ( 27.9 )% ( 18.7 )% Effective tax rate 0.0 % 0.0 % 0.0 % |
Schedule of Significant Components of Deferred Tax Assets and Liabilities | The significant components of our deferred tax assets and liabilities are summarized as follows: As of December 31, (In thousands) 2021 2020 Deferred tax assets Net operating loss carryforwards $ 109,837 $ 57,949 Operating lease liabilities 9,877 8,895 Tax credits 12,144 6,217 Equity-based compensation 6,436 2,983 Accruals and reserves 2,358 2,361 Amortization 745 736 Financing liabilities 8,852 — Other deferred tax assets — — Total gross deferred tax assets 150,249 79,141 Valuation allowance ( 137,865 ) ( 68,970 ) Total deferred tax assets 12,384 10,171 Deferred tax liabilities Depreciation ( 3,138 ) ( 1,772 ) Operating lease assets ( 6,283 ) ( 6,592 ) Prepaid expenses ( 2,963 ) ( 1,809 ) Total deferred tax liabilities ( 12,384 ) ( 10,173 ) Net deferred tax assets (liabilities) $ — $ ( 2 ) |
Schedule of Income Tax (Benefit) Provision | income tax (benefit) provision, net consisted of the following: For the year ended (In thousands) 2021 2020 2019 Current tax expense Federal $ — $ — $ — State 2 2 17 Foreign — — — Deferred tax expenses Federal ( 2 ) ( 26 ) 28 State — — — Foreign — — — Income tax (benefit) provision, net $ — $ ( 24 ) $ 45 |
Nature of Operations - (Details
Nature of Operations - (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | Oct. 27, 2020 | Sep. 24, 2018 | Jul. 31, 2020 | Dec. 31, 2019 |
Old Cerevel [Member] | ||||
Business Acquisition [Line Items] | ||||
Effective date of acquisition | Oct. 27, 2020 | |||
Bain Subscription Agreement [Member] | ||||
Business Acquisition [Line Items] | ||||
Equity commitment | $ 350 | |||
Share price per share | $ 10 | |||
Investment in equity funding | $ 115 | $ 60.1 | ||
Formation transaction date | Sep. 24, 2018 | |||
Contribution of financing shares | $ 25 | |||
Bain Subscription Agreement [Member] | Maximum [Member] | ||||
Business Acquisition [Line Items] | ||||
Option to purchase additional shares | 10 | |||
PIPE Financing [Member] | ||||
Business Acquisition [Line Items] | ||||
Fair value of remaining equity commitment | $ 149.9 | |||
Net proceeds from the business combination transaction | $ 439.5 |
Risks and Liquidity - Additiona
Risks and Liquidity - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Unusual Risk or Uncertainty [Line Items] | ||
Accumulated deficit | $ 616,244 | $ 390,910 |
Business Combination - Addition
Business Combination - Additional Information (Details) | Oct. 27, 2020USD ($)$ / sharesshares | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | |
Business Acquisition [Line Items] | |||||
Net proceeds from issuance of stock | $ 328,251,000 | $ 60,058,000 | |||
Common Stock Shares Issued | shares | 147,719,523 | 127,123,954 | |||
Common Stock Shares Outstanding | shares | 147,719,523 | 127,123,954 | |||
Warrants to purchase shares outstanding | shares | 0 | ||||
Exchange ratio description | The shares and corresponding capital amounts and loss per share related to Old Cerevel’s outstanding redeemable convertible preferred stock, redeemable convertible common stock and common stock prior to the Business Combination Transaction have been retroactively restated to give effect to the exchange ratio established in the Business Combination Agreement (1.00 Old Cerevel share for 2.854 shares of New Cerevel), or the Exchange Ratio. | ||||
Stock exchange ratio | 2.854 | ||||
ARYA Trust and Cash (Net of Redemptions) [Member] | |||||
Business Acquisition [Line Items] | |||||
Issuance of Series A-1 preferred stock and Series A common stock and common stock in exchange for cash, (in shares) | shares | 32,000,000 | ||||
Common stock purchase price | $ / shares | $ 10 | ||||
Proceeds from issuance of common and preferred stock, net of offering costs | $ 320,000,000 | ||||
Prepaid asset | $ 300,000 | ||||
Management Agreement [Member] | |||||
Business Acquisition [Line Items] | |||||
Remaining management fees payable | $ 3,000,000 | ||||
Bain Subscription Agreement [Member] | |||||
Business Acquisition [Line Items] | |||||
Prefunded subscription | 25,000,000 | ||||
Total subscription amount | 100,000,000 | ||||
Aggregate stock redemption amount | $ 25,000,000 | ||||
Bain Subscription Agreement [Member] | Series A-1 Preferred Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Issuance of Series A-1 preferred stock and Series A common stock and common stock in exchange for cash, (in shares) | shares | 1,750,000 | ||||
Bain Subscription Agreement [Member] | Series A Common Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Issuance of Series A-1 preferred stock and Series A common stock and common stock in exchange for cash, (in shares) | shares | 750,000 | ||||
Common Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Issuance of Series A-1 preferred stock and Series A common stock and common stock in exchange for cash, (in shares) | shares | [1] | 2,500,000 | 17,140,593 | ||
New Cerevel Common Stock [Member] | Additional Financing Shares Exchange [Member] | |||||
Business Acquisition [Line Items] | |||||
Common Stock Shares Issued | shares | 2,500,000 | ||||
New Cerevel Common Stock [Member] | Series A-1 Preferred Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Decrease in accumulated deficit | $ 3,900,000 | ||||
New Cerevel Common Stock [Member] | Series A Common Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Decrease in accumulated deficit | $ 1,700,000 | ||||
Old Cerevel [Member] | |||||
Business Acquisition [Line Items] | |||||
Net proceeds from business combination transaction | $ 439,500,000 | ||||
Business Combination and PIPE Financing [Member] | |||||
Business Acquisition [Line Items] | |||||
Common Stock Shares Issued | shares | 127,123,954 | ||||
Common Stock Shares Outstanding | shares | 127,123,954 | ||||
Business Combination and PIPE Financing [Member] | Common Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Warrants to purchase shares outstanding | shares | 5,149,647 | ||||
Cerevel Therapeutics, Inc. [Member] | |||||
Business Acquisition [Line Items] | |||||
Net proceeds from business combination transaction | $ 439,493,000 | ||||
Underwriting fees and other costs considered direct and incremental to the transaction | 24,600,000 | ||||
Cerevel Therapeutics, Inc. [Member] | Management Agreement [Member] | General and Administrative Expense [Member] | |||||
Business Acquisition [Line Items] | |||||
Remaining management fees payable | $ 3,000,000 | ||||
Bain Investor in July 2020 (the Additional Financing Shares) | Old Cerevel [Member] | |||||
Business Acquisition [Line Items] | |||||
Net proceeds from issuance of stock | $ 25,000,000 | ||||
[1] | Certain historical share and capital amounts were retroactively restated to give effect to the Business Combination Transaction and reverse recapitalization as described in Note 3, Business Combination . |
Business Combination - Schedule
Business Combination - Schedule of Elements of Net Proceeds From Business Combination Transaction (Details) - Cerevel Therapeutics, Inc. [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Business Acquisition [Line Items] | |
Less: Underwriting fees and other offering costs | $ 24,645 |
Proceeds from Business Combination Transaction, net of offering costs paid per the Cash Flows from Financing Activities | 442,477 |
Less: Acceleration of Cerevel management fees paid to Bain Investor included in G&A expense | (2,984) |
Net proceeds from the Business Combination Transaction | 439,493 |
ARYA Trust and Cash (Net of Redemptions) [Member] | |
Business Acquisition [Line Items] | |
Cash | 147,122 |
PIPE Financing [Member] | |
Business Acquisition [Line Items] | |
Cash | $ 320,000 |
Business Combination - Schedu_2
Business Combination - Schedule of Number of Shares of Common Stock Outstanding Immediately Following Consummation of Business Combination Transaction (Details) - shares | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 27, 2020 |
Business Acquisition [Line Items] | |||
Common stock of ARYA | 147,719,523 | 127,123,954 | |
Cerevel Therapeutics, Inc. [Member] | |||
Business Acquisition [Line Items] | |||
Total shares of New Cerevel common stock outstanding immediately following the Business Combination Transaction | 127,123,954 | ||
Cerevel Therapeutics, Inc. [Member] | ARYA Sciences Acquisition Corp II [Member] | |||
Business Acquisition [Line Items] | |||
ARYA shares outstanding prior to the Business Combination Transaction | 19,186,500 | ||
Less: redemption of ARYA shares prior to the Business Combination Transaction | (245,050) | ||
Common stock of ARYA | 18,941,450 | ||
Cerevel Therapeutics, Inc. [Member] | PIPE Financing [Member] | |||
Business Acquisition [Line Items] | |||
Business Combination and PIPE Financing shares | 50,941,450 | ||
Cerevel Therapeutics, Inc. [Member] | PIPE Financing [Member] | PIPE Financing (including Bain Investor July 2020 Additional Financing Shares) | |||
Business Acquisition [Line Items] | |||
Business Combination and PIPE Financing shares | 32,000,000 | ||
Cerevel Therapeutics, Inc. [Member] | Conversion of Old Cerevel Series A-1 Preferred Shares into Common Stock [Member] | |||
Business Acquisition [Line Items] | |||
Total shares of New Cerevel common stock outstanding immediately following the Business Combination Transaction | 31,701,214 | ||
Cerevel Therapeutics, Inc. [Member] | Conversion of Old Cerevel Series A Common Stock into Common Stock [Member] | |||
Business Acquisition [Line Items] | |||
Total shares of New Cerevel common stock outstanding immediately following the Business Combination Transaction | 18,260,729 | ||
Cerevel Therapeutics, Inc. [Member] | Conversion of Old Cerevel Series A-2 Preferred Shares into Common Stock [Member] | |||
Business Acquisition [Line Items] | |||
Total shares of New Cerevel common stock outstanding prior to business combination converted by exchange ratio | 10,940,449 | ||
Cerevel Therapeutics, Inc. [Member] | Issuance of Additional Common Stock Related to Anti-dilution Protections of Series A-2 Preferred Shares [Member] | |||
Business Acquisition [Line Items] | |||
Total shares of New Cerevel common stock outstanding immediately following the Business Combination Transaction | 15,208,762 | ||
Cerevel Therapeutics, Inc. [Member] | Conversion of Old Cerevel Common Stock Under the Equity Incentive Plans [Member] | |||
Business Acquisition [Line Items] | |||
Total shares of New Cerevel common stock outstanding prior to business combination converted by exchange ratio | 71,350 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | |||||
Dec. 31, 2021USD ($)Segmentshares | Aug. 30, 2021shares | Mar. 31, 2021USD ($)shares | Mar. 30, 2021USD ($) | Dec. 31, 2020shares | Oct. 27, 2020shares | |
Class Of Warrant Or Right [Line Items] | ||||||
Number of operating segments | Segment | 1 | |||||
Number of reportable segments | Segment | 1 | |||||
Revenues | $ 0 | |||||
Decrease in research and development expense | 900,000 | |||||
Research and development, qualifying costs reimbursement receivable | $ 200,000 | |||||
Warrants to purchase shares outstanding | shares | 0 | |||||
ASU 2018-07 [Member] | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Change in accounting principle, accounting standards update, adopted | true | |||||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2019 | |||||
Public Warrants [Member] | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Fair value of warrants | $ 0 | |||||
Warrants to purchase shares outstanding | shares | 0 | 160,367 | 4,983,314 | 4,983,314 | ||
Private Placement Warrants [Member] | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Fair value of warrants | $ 700,000 | $ 0 | ||||
Warrants to purchase shares outstanding | shares | 0 | 166,333 | 166,333 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - A Reconciliation of the Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 193,018 | $ 383,623 | ||
Restricted cash | 4,200 | 4,200 | ||
Total cash, cash equivalents and restricted cash | $ 197,218 | $ 387,823 | $ 83,682 | $ 95,443 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Depreciation and Amortization Expense Recognized Using Straight-Line Method (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Computer Equipment | |
Property Plant And Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Furniture and Fixtures | |
Property Plant And Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Laboratory Equipment | |
Property Plant And Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Leasehold Improvements | |
Property Plant And Equipment [Line Items] | |
Property, plant and equipment, useful life | Shorter of useful life or remaining lease term |
Recent Accounting Guidance - Ad
Recent Accounting Guidance - Additional Information (Details) | Dec. 31, 2021 |
ASU 2018-18 [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Change in accounting principle, accounting standards update, adopted | true |
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2021 |
Change in accounting principle, accounting standards update, immaterial effect | true |
ASU 2016-13 [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Change in accounting principle, accounting standards update, adopted | true |
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2021 |
Change in accounting principle, accounting standards update, immaterial effect | true |
ASU 2019-12 [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Change in accounting principle, accounting standards update, adopted | true |
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2021 |
Change in accounting principle, accounting standards update, immaterial effect | true |
Pfizer License Agreement - Addi
Pfizer License Agreement - Additional Information (Details) - USD ($) | Oct. 27, 2020 | Aug. 31, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
License Agreement [Line Items] | |||||
Preferred stock, shares issued | 0 | 0 | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||
Revenues | $ 0 | ||||
Pfizer License Agreement [Member] | |||||
License Agreement [Line Items] | |||||
Direct transaction costs | $ 11,000,000 | ||||
Total consideration | $ 111,400,000 | ||||
Total aggregate amount regulatory approval milestones payable | 220,000,000 | ||||
Regulatory approval milestone payments, due | 0 | $ 0 | $ 0 | ||
Total aggregate amount of commercial milestones payable | 1,700,000,000 | ||||
Commercial milestones payments, due | 0 | 0 | 0 | ||
Royalty payments | 0 | $ 0 | $ 0 | ||
Pfizer License Agreement [Member] | Minimum [Member] | |||||
License Agreement [Line Items] | |||||
Regulatory approval milestone payments | 7,500,000 | ||||
Pfizer License Agreement [Member] | Minimum [Member] | Product [Member] | |||||
License Agreement [Line Items] | |||||
Revenues | 500,000,000 | ||||
Pfizer License Agreement [Member] | Maximum [Member] | |||||
License Agreement [Line Items] | |||||
Regulatory approval milestone payments | 40,000,000 | ||||
Commercial milestone payments per product | 170,000,000 | ||||
Pfizer License Agreement [Member] | Maximum [Member] | Product [Member] | |||||
License Agreement [Line Items] | |||||
Revenues | $ 2,000,000,000 | ||||
Pfizer License Agreement [Member] | Series A-2 Preferred Stock [Member] | |||||
License Agreement [Line Items] | |||||
Preferred stock, shares issued | 3,833,333.33 | ||||
Estimated fair value | $ 100,400,000 | ||||
Preferred stock, par value | $ 26.20 | ||||
Direct transaction costs | $ 11,000,000 | ||||
Pfizer License Agreement [Member] | Series A-2 Preferred Stock [Member] | Common Stock [Member] | |||||
License Agreement [Line Items] | |||||
Preferred stock, shares issued | 3,833,333.33 | ||||
Conversion of preferred stock to common stock | 26,149,211 |
Equity Commitment and Share P_2
Equity Commitment and Share Purchase Option (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Jul. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 27, 2020 | |
Equity Commitment And Share Purchase Option [Line Items] | ||||||
Preferred stock authorized | 10,000,000 | 10,000,000 | ||||
Common stock authorized | 500,000,000 | 500,000,000 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||
Equity Commitment [Member] | Old Cerevel [Member] | ||||||
Equity Commitment And Share Purchase Option [Line Items] | ||||||
Business combination transaction, fair value of financial instruments | $ 0 | |||||
Share Purchase Option [Member] | Old Cerevel [Member] | ||||||
Equity Commitment And Share Purchase Option [Line Items] | ||||||
Business combination transaction, fair value of financial instruments | 0 | |||||
Bain Investor [Member] | Equity Commitment [Member] | ||||||
Equity Commitment And Share Purchase Option [Line Items] | ||||||
Stock purchase agreement amount | 115,000,000 | |||||
Proceeds from issuance of shares | 350,000,000 | |||||
Fair value of remaining equity commitment | $ 149,900,000 | |||||
Bain Investor [Member] | Share Purchase Option [Member] | ||||||
Equity Commitment And Share Purchase Option [Line Items] | ||||||
Stock purchase agreement amount | 100,000,000 | |||||
Bain Investor [Member] | Share Purchase Option [Member] | IPO [Member] | ||||||
Equity Commitment And Share Purchase Option [Line Items] | ||||||
Proceeds from issuance of shares | $ 450,000,000 | |||||
Series A-1 Preferred Stock [Member] | Bain Investor [Member] | Equity Commitment [Member] | ||||||
Equity Commitment And Share Purchase Option [Line Items] | ||||||
Preferred stock authorized | 6,900,000 | |||||
Common stock, par value | $ 10 | |||||
Purchase price per share | $ 10 | |||||
Series A-1 Preferred Stock [Member] | Bain Investor [Member] | Equity Commitment [Member] | Maximum [Member] | ||||||
Equity Commitment And Share Purchase Option [Line Items] | ||||||
Cash balance | $ 10,000,000 | |||||
Series A-1 Preferred Stock [Member] | Bain Investor [Member] | Share Purchase Option [Member] | ||||||
Equity Commitment And Share Purchase Option [Line Items] | ||||||
Common stock, par value | $ 10 | |||||
Series A Common Stock [Member] | Bain Investor [Member] | Equity Commitment [Member] | ||||||
Equity Commitment And Share Purchase Option [Line Items] | ||||||
Common stock authorized | 4,600,000 | |||||
Preferred stock, par value | $ 10 | |||||
Purchase price per share | 10 | |||||
Series A Common Stock [Member] | Bain Investor [Member] | Share Purchase Option [Member] | ||||||
Equity Commitment And Share Purchase Option [Line Items] | ||||||
Preferred stock, par value | $ 10 | |||||
Series A-1 Preferred Stock and Series A Common Stock [Member] | Bain Investor [Member] | Equity Commitment [Member] | ||||||
Equity Commitment And Share Purchase Option [Line Items] | ||||||
Proceeds from issuance of shares | $ 25,000,000 | $ 60,000,000 | $ 100,000 |
Financing Liabilities (Addition
Financing Liabilities (Additional Information) (Details) - USD ($) $ in Thousands | Apr. 12, 2021 | Apr. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||
Total funding received | $ 31,100 | |||||
Percentage of funding received | 25.00% | |||||
Funding expected to be received | $ 125,000 | |||||
Financing liability, related party | $ 16,770 | |||||
Financing liability | 16,770 | |||||
Change in fair value of financing liability | 1,502 | |||||
Unrealized losses recognized within other comprehensive income related to change in instrument-specific credit risk | (788) | |||||
Direct costs and fees incurred related to funding agreements included in general and administrative expense | 58,243 | $ 45,813 | $ 33,169 | |||
First Anniversaries [Member] | ||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||
Percentage of funding received | 30.00% | |||||
Funding expected to be received | $ 37,500 | |||||
Second Anniversaries [Member] | ||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||
Funding expected to be received | $ 31,300 | |||||
Percentage of funding expected to be received | 25.00% | |||||
Third Anniversaries [Member] | ||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||
Funding expected to be received | $ 25,000 | |||||
Percentage of funding expected to be received | 20.00% | |||||
Nova Quest Funding Agreement [Member] | ||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||
Funding expected to be received | $ 62,500 | |||||
Financing liability | 16,800 | |||||
Bain Funding Agreement [Member] | ||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||
Total funding received | 15,500 | |||||
Percentage of funding received | 25.00% | |||||
Funding expected to be received | $ 62,500 | |||||
Fees incurred | 100 | |||||
Financing liability, related party | $ 16,800 | |||||
Nova Quest And Bain Funding Agreements [Member] | ||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||
Fees incurred | $ 200 | |||||
Payable on funding agreement | $ 531,300 | |||||
Percentage of funding commitment | 425.00% | |||||
Contractual obligation description repayment timing | earlier of FDA approval or May 1, 2025 | |||||
Annual compound interest to be paid upon suspension or termination of agreement | 12.00% | |||||
Change in fair value of financing liability, related party | $ (800) | |||||
Change in fair value of financing liability | (800) | |||||
Unrealized losses recognized within other comprehensive income related to change in instrument-specific credit risk | $ 400 | |||||
Direct costs and fees incurred related to funding agreements included in general and administrative expense | $ 600 | |||||
Nova Quest And Bain Funding Agreements [Member] | With in 30 Days of FDA Approval [Member] | ||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||
Percentage of approval milestone payment payable on funding agreement | 50.00% | |||||
Nova Quest And Bain Funding Agreements [Member] | Minimum [Member] | ||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||
Percentage of funding commitment | 300.00% | |||||
Nova Quest And Bain Funding Agreements [Member] | Maximum [Member] | ||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||
Percentage of funding commitment | 425.00% | |||||
Nova Quest And Bain Funding Agreements [Member] | First Anniversaries [Member] | With in 30 Days of FDA Approval [Member] | ||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||
Percentage of approval milestone payment payable on funding agreement | 12.50% | |||||
Nova Quest And Bain Funding Agreements [Member] | Second Anniversaries [Member] | With in 30 Days of FDA Approval [Member] | ||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||
Percentage of approval milestone payment payable on funding agreement | 12.50% | |||||
Nova Quest And Bain Funding Agreements [Member] | Third Anniversaries [Member] | With in 30 Days of FDA Approval [Member] | ||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||
Percentage of approval milestone payment payable on funding agreement | 12.50% | |||||
Nova Quest And Bain Funding Agreements [Member] | Fourth Anniversaries [Member] | With in 30 Days of FDA Approval [Member] | ||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||
Percentage of approval milestone payment payable on funding agreement | 12.50% | |||||
Nova Quest And Bain Funding Agreements [Member] | FDA Approval [Member] | ||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||
Payable on funding agreement | $ 187,500 | |||||
Percentage of funding commitment | 150.00% |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Marketable securities (current) | $ 372,670 | |
Marketable securities (non-current) | 52,269 | |
Recurring [Member] | ||
Assets: | ||
Total Assets | 622,157 | $ 387,823 |
Liabilities: | ||
Total Liabilities | 33,540 | |
Recurring [Member] | Money Market Funds [Member] | ||
Assets: | ||
Cash equivalents, fair value | 153,589 | 383,623 |
Recurring [Member] | US Treasury and Government [Member] | ||
Assets: | ||
Marketable securities (current) | 171,063 | |
Marketable securities (non-current) | 52,269 | |
Recurring [Member] | Corporate Debt Securities [Member] | ||
Assets: | ||
Cash equivalents, fair value | 1,431 | |
Marketable securities (current) | 20,452 | |
Recurring [Member] | Commercial Paper [Member] | ||
Assets: | ||
Cash equivalents, fair value | 37,998 | |
Marketable securities (current) | 181,155 | |
Recurring [Member] | Restricted Cash [Member] | ||
Assets: | ||
Total Assets | 4,200 | 4,200 |
Recurring [Member] | Financing Liability Related Party [Member] | ||
Liabilities: | ||
Total Liabilities | 16,770 | |
Recurring [Member] | Financing Liability [Member] | ||
Liabilities: | ||
Total Liabilities | 16,770 | |
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | ||
Assets: | ||
Total Assets | 381,121 | 387,823 |
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | Money Market Funds [Member] | ||
Assets: | ||
Cash equivalents, fair value | 153,589 | 383,623 |
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | US Treasury and Government [Member] | ||
Assets: | ||
Marketable securities (current) | 171,063 | |
Marketable securities (non-current) | 52,269 | |
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | Restricted Cash [Member] | ||
Assets: | ||
Total Assets | 4,200 | $ 4,200 |
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Assets: | ||
Total Assets | 241,036 | |
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Corporate Debt Securities [Member] | ||
Assets: | ||
Cash equivalents, fair value | 1,431 | |
Marketable securities (current) | 20,452 | |
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Commercial Paper [Member] | ||
Assets: | ||
Cash equivalents, fair value | 37,998 | |
Marketable securities (current) | 181,155 | |
Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Liabilities: | ||
Total Liabilities | 33,540 | |
Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | Financing Liability Related Party [Member] | ||
Liabilities: | ||
Total Liabilities | 16,770 | |
Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | Financing Liability [Member] | ||
Liabilities: | ||
Total Liabilities | $ 16,770 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | 12 Months Ended | |||
Dec. 31, 2021USD ($)shares | Mar. 31, 2021shares | Dec. 31, 2020USD ($) | Oct. 27, 2020shares | |
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Asset impairment Charges | $ 0 | |||
Warrant outstanding (in shares) | shares | 0 | |||
Gains or losses recognized on the sale or maturity of marketable securities | $ 0 | |||
Marketable securities weighted average maturity term | 8 months 18 days | |||
Available for-sale securities held | $ 424,939,000 | $ 0 | ||
Discount Rate [Member] | Minimum [Member] | ||||
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Financing liability, related party and financing liability measurement input | 0.090 | |||
Discount Rate [Member] | Maximum [Member] | ||||
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Financing liability, related party and financing liability measurement input | 0.110 | |||
Private Placement Warrants [Member] | ||||
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Fair value of private placement warrants reclassified from equity to other long term liabilities | shares | 166,333 | |||
Change in fair value of private placement warrants | $ (3,900,000) | |||
Warrant outstanding (in shares) | shares | 0 | 166,333 | 166,333 | |
Recurring [Member] | ||||
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Liabilities fair value | $ 33,540,000 | |||
Recurring [Member] | Financing Liability, Related Party [Member] | ||||
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Liabilities fair value | 16,800,000 | |||
Recurring [Member] | Private Placement Warrants [Member] | ||||
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Fair value of private placement warrants reclassified from equity to other long term liabilities | shares | 166,333 | |||
Quoted Prices in Active Markets (Level 1) [Member] | Recurring [Member] | ||||
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Transfers from Level 1 to Level 2 | 0 | 0 | ||
Significant Other Observable Inputs (Level 2) [Member] | Recurring [Member] | ||||
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Transfers from Level 2 to Level 1 | 0 | $ 0 | ||
Significant Unobservable Inputs (Level 3) [Member] | Recurring [Member] | ||||
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Liabilities fair value | $ 33,540,000 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Estimated Fair Value and Amortized Cost of Available-for-Sale Marketable Debt Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Available-for-sale marketable debt securities, Amortized Cost | $ 425,138 | |
Available-for-sale marketable debt securities, Unrealized Gains | 11 | |
Available-for-sale marketable debt securities, Unrealized Losses | (210) | |
Available-for-sale marketable debt securities, Fair Value | 424,939 | $ 0 |
US Treasury and Government [Member] | ||
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Available-for-sale marketable debt securities, Amortized Cost, Due in one year or less | 171,111 | |
Available-for-sale marketable debt securities, Unrealized Losses, Due in one year or less | (48) | |
Available-for-sale marketable debt securities, Fair Value, Due in one year or less | 171,063 | |
Available-for-sale marketable debt securities, Amortized Cost, Due after one year through two Years | 52,387 | |
Available-for-sale marketable debt securities, Unrealized Losses, Due after one year through two years | (118) | |
Available-for-sale marketable debt securities, Fair Value, Due after one year through two years | 52,269 | |
Corporate Debt Securities [Member] | ||
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Available-for-sale marketable debt securities, Amortized Cost, Due in one year or less | 20,464 | |
Available-for-sale marketable debt securities, Unrealized Losses, Due in one year or less | (12) | |
Available-for-sale marketable debt securities, Fair Value, Due in one year or less | 20,452 | |
Commercial Paper [Member] | ||
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Available-for-sale marketable debt securities, Amortized Cost, Due in one year or less | 181,176 | |
Available-for-sale marketable debt securities, Unrealized Gains, Due in one year or less | 11 | |
Available-for-sale marketable debt securities, Unrealized Losses, Due in one year or less | (32) | |
Available-for-sale marketable debt securities, Fair Value, Due in one year or less | $ 181,155 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Rollforward of the Liabilities Associated with Financing Liabilities (Details) - Fair Value, Inputs, Level 3 [Member] - Financing Liabilities [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Fair value at issuance | $ (31,250) |
Change in fair value recognized in other income (expense), net | (1,502) |
Change in fair value attributable to instrument-specific credit risk recognized in other comprehensive income | (788) |
Ending balance | $ (33,540) |
Financial Statement Component_2
Financial Statement Components - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Prepaid Expense And Other Assets Current [Abstract] | ||
Prepaid clinical trial services | $ 2,038 | $ 172 |
Prepaid research and development expenses | 2,074 | 1,650 |
Prepaid insurance | 4,701 | 3,675 |
Other prepaid expenses | 2,225 | 1,280 |
Interest receivable | 729 | |
Other current assets | 562 | 160 |
Prepaid expenses and other current assets | $ 12,329 | $ 6,937 |
Financial Statement Component_3
Financial Statement Components - Summary of Property and Equipment Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Less: Accumulated depreciation | $ (2,566) | $ (82) |
Property and equipment, net | 28,449 | 24,165 |
Computer Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 946 | 96 |
Furniture and Fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 437 | 322 |
Laboratory Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 5,617 | 101 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 23,286 | |
Construction in-progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 729 | $ 23,728 |
Financial Statement Component_4
Financial Statement Components - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Depreciation expense | $ 2.5 | $ 0.2 | $ 0.2 |
Financial Statement Component_5
Financial Statement Components - Summary of Other Long-Term Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets [Abstract] | ||
Other prepaid expenses, net of current portion | $ 1,806 | $ 1,389 |
Deferred expenses associated with financing activities | 485 | |
Other | 442 | 500 |
Other long-term assets | $ 2,733 | $ 1,889 |
Financial Statement Component_6
Financial Statement Components - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued Liabilities and Other Liabilities [Abstract] | ||
External research and development services | $ 16,097 | $ 8,893 |
Accrued compensation and personnel costs | 10,827 | 9,489 |
Accrued property and equipment | 109 | 2,618 |
Accrued deferred expenses associated with financing activities | 125 | 96 |
Professional fees and consulting services | 1,270 | 1,150 |
Other | 375 | 273 |
Accrued expenses and other current liabilities | $ 28,803 | $ 22,519 |
Financial Statement Component_7
Financial Statement Components - Summary of Other Income (Expense), Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Other Nonoperating Income Expense [Abstract] | |||
Loss on fair value remeasurement of Equity Commitment | $ (3,530) | $ (51,562) | |
Gain on fair value remeasurement of Share Purchase Option | 260 | 5,120 | |
Loss on fair value remeasurement of financing liability, related party | $ (751) | ||
Loss on fair value remeasurement of financing liability | (751) | ||
Loss on fair value remeasurement of private placement warrants | (3,881) | ||
Other, net | (10) | (4) | 9 |
Other income (expense), net | $ (5,393) | $ (3,274) | $ (46,433) |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Sep. 30, 2020USD ($)ft² | Jul. 31, 2019 | Dec. 31, 2021USD ($) | |
Leases [Abstract] | |||
Lease commencement date | Apr. 30, 2019 | ||
Lease date of termination | Nov. 30, 2020 | ||
Operating lease office location | 222 Jacobs Street, Cambridge Massachusetts | 131 Dartmouth Street, Boston, Massachusetts | |
Operating lease, term of contract | 10 years | ||
Lessee, Operating Lease, Option to Extend | two five-year terms | ||
Operating lease additional office space | ft² | 1,000 | ||
Aggregate office space location | ft² | 61,000 | ||
Tenant improvement allowance per square foot | $ 200 | ||
Tenant improvement allowance | $ 12,200 | ||
Reimbursement of tenant improvement allowance from landlord | $ 12,200 |
Leases - Summary of Lease Cost
Leases - Summary of Lease Cost Recognized (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Lease cost | |||
Operating lease cost | $ 4,906 | $ 6,132 | $ 3,467 |
Variable lease cost | 1,512 | 1,504 | |
Total lease cost | 6,418 | 7,636 | 3,467 |
Operating cash flows included in the measurement of operating lease liabilities | $ 5,736 | $ 6,044 | $ 1,070 |
Weighted-average remaining lease term (in years) | 8 years 2 months 1 day | 9 years 2 months 1 day | 9 years 9 months 3 days |
Weighted-average discount rate | 9.90% | 9.90% | 9.85% |
Leases - Summary of Future Mini
Leases - Summary of Future Minimum Commitments Under Operating Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Maturity of lease liabilities | ||
Fiscal year ended December 31, 2022 | $ 5,918 | |
Fiscal year ended December 31, 2023 | 6,096 | |
Fiscal year ended December 31, 2024 | 6,289 | |
Fiscal year ended December 31, 2025 | 6,457 | |
Fiscal year ended December 31, 2026 | 6,661 | |
Thereafter | 22,423 | |
Total future lease payments | 53,844 | |
Less: Effect of discounting | (17,297) | |
Present value of lease liabilities | $ 36,547 | $ 33,005 |
Leases - Summary of Operating L
Leases - Summary of Operating Leases in Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Operating lease assets | $ 23,251 | $ 24,459 |
Total lease assets | 23,251 | 24,459 |
Liabilities | ||
Operating lease liabilities, current portion | 2,437 | 2,036 |
Operating lease liabilities, net of current portion | 34,110 | 30,969 |
Total lease liabilities | $ 36,547 | $ 33,005 |
Stockholders' Equity, Preferred
Stockholders' Equity, Preferred Stock and Common Stock (Details) - USD ($) | Nov. 10, 2021 | Jul. 07, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stockholders' Equity [Abstract] | ||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares issued | 0 | 0 | ||||
Preferred stock, shares outstanding | 0 | 0 | ||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares issued | 147,719,523 | 127,123,954 | ||||
Common stock, shares outstanding | 147,719,523 | 127,123,954 | ||||
Dividends declared | $ 0 | |||||
Common stock, voting rights | one vote | |||||
Proceeds from issuance of common stock | $ 328,251,000 | $ 60,058,000 | ||||
Issuance and sale of common stock | [1] | $ 25,000,000 | $ 60,058,000 | |||
Follow-On Public Offering [Member] | ||||||
Stockholders' Equity [Abstract] | ||||||
Common stock, shares issued | 14,000,000 | |||||
Shares issued, price per share | $ 25 | |||||
Proceeds from issuance of common stock | $ 328,300,000 | |||||
Underwriting discounts and commissions of shares issued | 21,000,000 | |||||
Offering expense of shares issued | $ 700,000 | |||||
ATM Program [Member] | ||||||
Stockholders' Equity [Abstract] | ||||||
Issuance and sale of common stock | $ 0 | |||||
ATM Program [Member] | Maximum [Member] | ||||||
Stockholders' Equity [Abstract] | ||||||
Issuance and sale of common stock yet to issue | $ 250,000,000 | |||||
[1] | Certain historical share and capital amounts were retroactively restated to give effect to the Business Combination Transaction and reverse recapitalization as described in Note 3, Business Combination . |
Stockholders' Equity, Warrants
Stockholders' Equity, Warrants (Details) - USD ($) | Aug. 30, 2021 | Jul. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2019 | Mar. 31, 2021 | Mar. 30, 2021 | Dec. 31, 2020 | Oct. 27, 2020 |
Warrants [Abstract] | |||||||||
Warrant outstanding (in shares) | 0 | ||||||||
Warrants exercisable date | Jun. 9, 2021 | ||||||||
Proceeds from issuance of common stock | $ 328,251,000 | $ 60,058,000 | |||||||
Public Warrants [Member] | |||||||||
Warrants [Abstract] | |||||||||
Warrant outstanding (in shares) | 160,367 | 0 | 4,983,314 | 4,983,314 | |||||
Redemption price per warrant | $ 0.01 | ||||||||
Common stock warrants, exercise price per share | $ 11.50 | ||||||||
Number of warrants exercised | 4,822,947 | ||||||||
Proceeds from issuance of common stock | $ 55,500,000 | ||||||||
Fair value of warrants | $ 0 | ||||||||
Private Placement Warrants [Member] | |||||||||
Warrants [Abstract] | |||||||||
Warrant outstanding (in shares) | 0 | 166,333 | 166,333 | ||||||
Fair value of private placement warrants reclassified from equity to other long term liabilities | 166,333 | ||||||||
Cashless exercise and settlement in exchange for Shares of common stock | 111,426 | ||||||||
Fair value of warrants | $ 700,000 | $ 0 | |||||||
Change in fair value of private placement warrants | $ (3,900,000) | ||||||||
Private Placement Warrants [Member] | Other Income (Expense) [Member] | |||||||||
Warrants [Abstract] | |||||||||
Fair value of warrants | 400,000 | ||||||||
Private Placement Warrants [Member] | Additional Paid-in Capital [Member] | |||||||||
Warrants [Abstract] | |||||||||
Fair value of warrants | $ 300,000 |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary of Equity-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Employee Service Share Based Compensation Allocation of Recognized Period Costs [Line Items] | |||
Total equity-based compensation expense included in total operating expense | $ 23,941 | $ 10,521 | $ 8,311 |
Research and Development [Member] | |||
Employee Service Share Based Compensation Allocation of Recognized Period Costs [Line Items] | |||
Total equity-based compensation expense included in total operating expense | 9,220 | 3,239 | 2,602 |
General and Administrative Expense [Member] | |||
Employee Service Share Based Compensation Allocation of Recognized Period Costs [Line Items] | |||
Total equity-based compensation expense included in total operating expense | 14,721 | 7,282 | 5,709 |
Stock Option [Member] | |||
Employee Service Share Based Compensation Allocation of Recognized Period Costs [Line Items] | |||
Total equity-based compensation expense included in total operating expense | 23,441 | 10,435 | 8,208 |
Restricted Stock Units [Member] | |||
Employee Service Share Based Compensation Allocation of Recognized Period Costs [Line Items] | |||
Total equity-based compensation expense included in total operating expense | 80 | $ 86 | $ 103 |
Employee Stock Purchase Plan [Member] | |||
Employee Service Share Based Compensation Allocation of Recognized Period Costs [Line Items] | |||
Total equity-based compensation expense included in total operating expense | $ 420 |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Details) $ / shares in Units, $ in Thousands | Jan. 01, 2021 | Dec. 31, 2021USD ($)Installment$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Oct. 27, 2020shares | Oct. 26, 2020shares | Jul. 27, 2020shares | Dec. 31, 2018USD ($) | |
Share Based Compensation Arrangement by Share Based Payment Award [Line Items] | |||||||||
Equity | $ | [1] | $ 578,729 | $ 384,520 | $ 77,823 | $ 99,693 | ||||
Restricted Stock Units (“RSUs”) [Member] | |||||||||
Share Based Compensation Arrangement by Share Based Payment Award [Line Items] | |||||||||
Description of vesting rights | Restricted stock unit awards granted generally vest in three equal annual installments beginning on the first anniversary of the vesting start date. | ||||||||
Share options granted installments | three equal annual installments | ||||||||
Equity-based compensation expense expected to be recognized over weighted average period | 6 months | ||||||||
Stock Option [Member] | |||||||||
Share Based Compensation Arrangement by Share Based Payment Award [Line Items] | |||||||||
Description of vesting rights | Stock options granted to employees under our plans generally vest, if at all, as follows: 25% will vest on the first anniversary of the vesting start date, with the remaining 75% to vest ratably in 36 equal monthly installments thereafter until the award fully vests upon the fourth anniversary of the vesting start date. | ||||||||
Share options granted installments | 36 equal monthly installments | ||||||||
Intrinsic value of options exercised | $ | $ 33,400 | ||||||||
Stock options granted, weighted average grant-date fair values | $ / shares | $ 11.36 | $ 6.12 | $ 4.91 | ||||||
Exercised | 0 | 0 | |||||||
Total unrecognized equity-based compensation expense | $ | $ 70,100 | ||||||||
Equity-based compensation expense expected to be recognized over weighted average period | 3 years 1 month 6 days | ||||||||
Stock Option [Member] | NASDAQ [Member] | |||||||||
Share Based Compensation Arrangement by Share Based Payment Award [Line Items] | |||||||||
Closing stock price | $ / shares | $ 32.42 | ||||||||
Stock Option [Member] | First Anniversary [Member] | |||||||||
Share Based Compensation Arrangement by Share Based Payment Award [Line Items] | |||||||||
Percentage of vesting amount | 25.00% | ||||||||
Stock Option [Member] | First Anniversary [Member] | Director | |||||||||
Share Based Compensation Arrangement by Share Based Payment Award [Line Items] | |||||||||
Percentage of vesting amount | 100.00% | ||||||||
Stock Option [Member] | Fourth Anniversary [Member] | |||||||||
Share Based Compensation Arrangement by Share Based Payment Award [Line Items] | |||||||||
Remaining percentage of vesting amount | 75.00% | ||||||||
Stock Option [Member] | Third Anniversary [Member] | Director | |||||||||
Share Based Compensation Arrangement by Share Based Payment Award [Line Items] | |||||||||
Number of installments of share options granted | Installment | 36 | ||||||||
Maximum [Member] | Restricted Stock Units (“RSUs”) [Member] | |||||||||
Share Based Compensation Arrangement by Share Based Payment Award [Line Items] | |||||||||
Total unrecognized equity-based compensation expense | $ | $ 100 | ||||||||
2018 Plan [Member] | |||||||||
Share Based Compensation Arrangement by Share Based Payment Award [Line Items] | |||||||||
Remaining options outstanding | 3,554,598 | ||||||||
Number of options converted on business combination after effect of the exchange ratio | 10,144,864 | ||||||||
Stock option award exercise price as percentage of fair market value | 100.00% | ||||||||
Maximum available vesting amount description | The Available Vesting Amount was equal to the number of shares subject to the stock option multiplied by an equity ratio of total capital received from investors (up to a maximum of $350.0 million) divided by $350.0 million. | ||||||||
Equity | $ | $ 350,000 | ||||||||
Percentage of fully diluted shares | 10.00% | ||||||||
Capital received from investors | $ | $ 350,000 | ||||||||
2018 Plan [Member] | Restricted Stock Units (“RSUs”) [Member] | |||||||||
Share Based Compensation Arrangement by Share Based Payment Award [Line Items] | |||||||||
Restricted stock units outstanding | 25,000 | ||||||||
Number of Restricted stock units converted on business combination after effect of the exchange ratio | 71,350 | ||||||||
2018 Plan [Member] | Maximum [Member] | |||||||||
Share Based Compensation Arrangement by Share Based Payment Award [Line Items] | |||||||||
Stock option plan term | 10 years | ||||||||
Old 2020 Plan [Member] | |||||||||
Share Based Compensation Arrangement by Share Based Payment Award [Line Items] | |||||||||
Remaining options outstanding | 337,792 | ||||||||
Number of options converted on business combination after effect of the exchange ratio | 964,051 | ||||||||
Common stock reserved for issuance | 355,888 | ||||||||
2020 Plan [Member] | |||||||||
Share Based Compensation Arrangement by Share Based Payment Award [Line Items] | |||||||||
Common stock reserved for issuance | 11,464,309 | 24,050,679 | |||||||
Stock option award exercise price as percentage of fair market value | 100.00% | ||||||||
Percentage of increase outstanding number of shares of common stock | 4.00% | ||||||||
2020 Plan [Member] | Maximum [Member] | |||||||||
Share Based Compensation Arrangement by Share Based Payment Award [Line Items] | |||||||||
Stock option plan term | 10 years | ||||||||
ESPP [Member] | |||||||||
Share Based Compensation Arrangement by Share Based Payment Award [Line Items] | |||||||||
Common stock reserved for issuance | 1,655,924 | ||||||||
Percentage of increase outstanding number of shares of common stock | 1.00% | ||||||||
Cash received from stock granted | $ | $ 900 | ||||||||
Maximum potential number of shares to become available for issuance under the plan | 16,559,240 | ||||||||
Number of shares issued | 84,472 | 0 | |||||||
[1] | Certain historical share and capital amounts were retroactively restated to give effect to the Business Combination Transaction and reverse recapitalization as described in Note 3, Business Combination . |
Equity-Based Compensation - S_2
Equity-Based Compensation - Summary of Assumptions Used to Determine Fair Value of Stock Options Granted to Employees and Directors (Details) - ESPP [Member] | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement by Share Based Payment Award [Line Items] | |||
Risk free interest rate | 0.80% | 0.76% | 2.10% |
Expected term (in years) | 6 years 18 days | 6 years 1 month 17 days | 6 years 2 months 23 days |
Expected volatility | 93.50% | 99.10% | 81.10% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Equity-Based Compensation - S_3
Equity-Based Compensation - Summary of Stock Options Activity (Details) - Stock Option [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Shares | ||
Outstanding, Beginning balance | 12,464,668 | |
Granted | 6,912,651 | |
Exercised | (1,533,914) | |
Forfeited | (1,777,341) | |
Outstanding, Ending balance | 16,066,064 | 12,464,668 |
Options vested and expected to vest | 16,066,064 | |
Options exercisable | 5,774,797 | |
Weighted Average Exercise Price | ||
Outstanding, Beginning balance | $ 6.37 | |
Granted | 15.07 | |
Exercised | 5.26 | |
Forfeited | 9.06 | |
Outstanding, Ending balance | 9.92 | $ 6.37 |
Options vested and expected to vest | 9.92 | |
Options Exercisable | $ 5.82 | |
Weighted Average Remaining Contractual Life (in years) | ||
Outstanding | 8 years 1 month 2 days | 8 years 6 months 25 days |
Options vested and expected to vest | 8 years 1 month 2 days | |
Options Exercisable | 6 years 11 months 19 days | |
Aggregate Intrinsic Value | ||
Outstanding | $ 362,250 | $ 127,301 |
Options vested and expected to vest | 362,250 | |
Options Exercisable | $ 153,636 |
Equity-Based Compensation - S_4
Equity-Based Compensation - Summary of Restricted Stock Activity (Details) - Restricted Stock Units [Member] | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Number of Units | |
Non-vested, Beginning balance | shares | 71,350 |
Vested | shares | (42,810) |
Non-vested, Ending balance | shares | 28,540 |
Weighted-Average Grant Date Fair Value | |
Non-vested, Beginning balance | $ / shares | $ 2.02 |
Vested | $ / shares | 1.97 |
Non-vested, Ending balance | $ / shares | $ 2.10 |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Numerator: | ||||
Net loss | [1] | $ (225,334) | $ (152,142) | $ (128,389) |
Benefit related to the redemption of Series A-1 redeemable convertible preferred stock at less than the carrying value | 3,871 | |||
Net loss attributable to common stockholders | $ (225,334) | $ (148,271) | $ (128,389) | |
Denominator: | ||||
Weighted-average shares used in calculating net loss per share, basic and diluted | 136,576,536 | 73,643,315 | 44,209,264 | |
Net loss per share attributable to common stockholders, basic and diluted | $ (1.65) | $ (2.01) | $ (2.90) | |
[1] | Certain historical share and capital amounts were retroactively restated to give effect to the Business Combination Transaction and reverse recapitalization as described in Note 3, Business Combination . |
Net Loss Per Share - Potential
Net Loss Per Share - Potential Dilutive Securities Excluded From Calculation of Net Loss Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Potential dilutive securities excluded from calculation of net loss per share, total | 16,094,604 | 17,685,665 | 92,844,925 |
Stock Options Outstanding [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Potential dilutive securities excluded from calculation of net loss per share, total | 16,066,064 | 12,464,668 | 14,261,340 |
Restricted Stock Units Outstanding [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Potential dilutive securities excluded from calculation of net loss per share, total | 28,540 | 71,350 | 114,160 |
Warrant [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Potential dilutive securities excluded from calculation of net loss per share, total | 5,149,647 | ||
Shares to Be Issued Upon Settlement of Remaining Equity Commitment [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Potential dilutive securities excluded from calculation of net loss per share, total | 49,929,121 | ||
Shares to Be Issued Upon Exercise of Share Purchase Option [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Potential dilutive securities excluded from calculation of net loss per share, total | 28,540,304 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Provision for Income Tax Expenses Computed at Statutory Federal Income Tax Rate to Income Taxes (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Statutory tax rate | 21.00% | 21.00% | 21.00% |
State tax expense, net of federal benefit | 6.40% | 5.70% | 4.00% |
Executive compensation | (2.30%) | (1.10%) | |
Non-deductible fair value adjustment | (0.40%) | (0.50%) | (7.50%) |
Stock based compensation | 2.70% | ||
Tax credits | 2.30% | 2.60% | 1.30% |
Other | 0.90% | 0.20% | (0.10%) |
Valuation allowance | (30.60%) | (27.90%) | (18.70%) |
Effective tax rate | 0.00% | 0.00% | 0.00% |
Income Taxes - Schedule of Sign
Income Taxes - Schedule of Significant Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets | ||
Net operating loss carryforwards | $ 109,837 | $ 57,949 |
Operating lease liabilities | 9,877 | 8,895 |
Tax credits | 12,144 | 6,217 |
Equity-based compensation | 6,436 | 2,983 |
Accruals and reserves | 2,358 | 2,361 |
Amortization | 745 | 736 |
Financing liabilities | 8,852 | |
Total gross deferred tax assets | 150,249 | 79,141 |
Valuation allowance | (137,865) | (68,970) |
Total deferred tax assets | 12,384 | 10,171 |
Deferred tax liabilities | ||
Depreciation | (3,138) | (1,772) |
Operating lease assets | (6,283) | (6,592) |
Prepaid expenses | (2,963) | (1,809) |
Total deferred tax liabilities | $ (12,384) | (10,173) |
Net deferred tax assets (liabilities) | $ (2) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Line Items] | |||
Increase in valuation allowance | $ 68,900,000 | $ 42,500,000 | |
Federal net operating loss carryforwards | 406,200,000 | ||
State net operating loss carryforwards | $ 390,900,000 | ||
Operating loss carryforwards expiration year | 2038 | ||
Net losses before income taxes | $ (225,334,000) | (152,166,000) | $ (128,344,000) |
Unrecognized tax benefits | 0 | 0 | |
Unrecognized tax positions, accrued interest or penalties | 0 | $ 0 | $ 0 |
U.S. Federal [Member] | Research and Developments Tax Credits [Member] | |||
Income Tax Disclosure [Line Items] | |||
Research and development tax credit carryforwards | $ 10,800,000 | ||
Research and development tax credit carryforwards expiration year | 2041 | ||
State and Local Jurisdiction [Member] | Earliest Tax Year [Member] | |||
Income Tax Disclosure [Line Items] | |||
Operating loss carryforwards expiration year | 2031 | ||
State and Local Jurisdiction [Member] | Latest Tax Year [Member] | |||
Income Tax Disclosure [Line Items] | |||
Operating loss carryforwards expiration year | 2041 | ||
State and Local Jurisdiction [Member] | Research and Developments Tax Credits [Member] | |||
Income Tax Disclosure [Line Items] | |||
Research and development tax credit carryforwards | $ 1,700,000 | ||
Research and development tax credit carryforwards expiration year | 2036 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax (Benefit) Provision, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current tax expense | |||
State | $ 2 | $ 2 | $ 17 |
Deferred tax expenses | |||
Federal | $ (2) | (26) | 28 |
Income tax (benefit) provision, net | $ (24) | $ 45 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Commitments And Contingencies Disclosure [Abstract] | ||
Loss or material costs related to indemnification obligation | $ 0 | |
Claims outstanding | 0 | |
Liabilities related to obligation | $ 0 | $ 0 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
401 (K) Savings Plan [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Expense related to savings plan | $ 1.7 | $ 1.4 | $ 0.4 |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Thousands | Apr. 12, 2021USD ($) | Apr. 30, 2021USD ($) | Dec. 31, 2021USD ($)Directorshares | Dec. 31, 2020USD ($)Directorshares | Dec. 31, 2019USD ($) |
Related Party Transaction [Line Items] | |||||
Common stock, shares outstanding | shares | 147,719,523 | 127,123,954 | |||
Percentage of funding received | 25.00% | ||||
Total funding received | $ 31,100 | ||||
Funding expected to be received | $ 125,000 | ||||
General and administrative | $ 58,243 | $ 45,813 | $ 33,169 | ||
Bain Funding Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Percentage of funding received | 25.00% | ||||
Period over which funding support received | 4 years | ||||
Fees incurred | $ 100 | ||||
Total funding received | 15,500 | ||||
Funding expected to be received | $ 62,500 | ||||
Management Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Annual fee | 1,000 | ||||
General and administrative | 5,000 | ||||
Remaining management fees payable | 3,000 | ||||
Management fee | $ 0 | $ 3,800 | $ 1,000 | ||
Pfizer Inc [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock, shares outstanding | shares | 27,349,211 | 27,349,211 | |||
Number of members appointed to board of directors | Director | 2 | 2 | |||
Bain Investor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock, shares outstanding | shares | 60,632,356 | 60,632,356 | |||
Number of members appointed to board of directors | Director | 4 | 4 |