Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Jul. 31, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-39434 | |
Entity Registrant Name | NAUTILUS BIOTECHNOLOGY, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 98-1541723 | |
Entity Address, Address Line One | 425 Pontius Ave N, Ste 202 | |
Entity Address, City or Town | Seattle | |
Entity Address, State or Province | WA | |
Entity Address, Postal Zip Code | 98109 | |
City Area Code | 206 | |
Local Phone Number | 333-2001 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | NAUT | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 124,094,390 | |
Entity Central Index Key | 0001808805 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheet - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 288,387 | $ 36,607 |
Short-term investments | 84,757 | 40,135 |
Prepaid expenses and other current assets | 1,484 | 917 |
Total current assets | 374,628 | 77,659 |
Property and equipment, net | 1,941 | 1,371 |
Operating lease right-of-use assets | 828 | 4,842 |
Long-term investments | 15,266 | 0 |
Other long term assets | 612 | 1,139 |
Total assets | 393,275 | 85,011 |
Current liabilities: | ||
Accounts payable | 1,229 | 470 |
Accrued expenses and other liabilities | 1,316 | 1,069 |
Current portion of operating lease liability | 686 | 1,479 |
Total current liabilities | 3,231 | 3,018 |
Operating lease liability, net of current portion | 0 | 3,296 |
Total liabilities | 3,231 | 6,314 |
Commitments and contingencies | ||
Stockholders’ equity (deficit): | ||
Preferred stock, $0.0001 par value, 200,000,000 and 0 shares authorized, issued and outstanding as of June 30, 2021 and December 31, 2020, respectively | 0 | 0 |
Common stock, $0.0001 par value, 1,000,000,000 and 98,672,620 shares authorized as of June 30, 2021 and December 31, 2020, respectively; 124,094,390 and 33,069,513 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively | 12 | 1 |
Additional paid-in capital | 439,489 | 600 |
Accumulated other comprehensive income (loss) | (10) | 3 |
Accumulated deficit | (49,447) | (30,325) |
Total stockholders’ equity (deficit) | 390,044 | (29,721) |
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit) | 393,275 | 85,011 |
Series Seed | ||
Current liabilities: | ||
Redeemable convertible preferred stock | 0 | 5,494 |
Series A Preferred Stock | ||
Current liabilities: | ||
Redeemable convertible preferred stock | 0 | 27,067 |
Series B Preferred Stock | ||
Current liabilities: | ||
Redeemable convertible preferred stock | $ 0 | $ 75,857 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Operating expenses | ||||
Research and development | $ 6,380 | $ 2,751 | $ 11,215 | $ 5,221 |
General and administrative | 4,317 | 649 | 7,899 | 1,176 |
Total operating expenses | 10,697 | 3,400 | 19,114 | 6,397 |
Other income (expense), net | (16) | 45 | (8) | 108 |
Net loss | $ (10,713) | $ (3,355) | $ (19,122) | $ (6,289) |
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.19) | $ (0.12) | $ (0.43) | $ (0.23) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.19) | $ (0.12) | $ (0.43) | $ (0.23) |
Weighted average shares used in computing net loss per share attributable to common stockholders, basic (in shares) | 55,070,480 | 28,184,532 | 44,096,149 | 27,321,614 |
Weighted average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) | 55,070,480 | 28,184,532 | 44,096,149 | 27,321,614 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (10,713) | $ (3,355) | $ (19,122) | $ (6,289) |
Other comprehensive (loss) income: | ||||
Unrealized (loss) gain on securities available-for-sale | (12) | (25) | (13) | 9 |
Total other comprehensive (loss) income | (12) | (25) | (13) | 9 |
Comprehensive loss | $ (10,725) | $ (3,380) | $ (19,135) | $ (6,280) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Series Seed | Series A Preferred Stock | Series B Preferred Stock | |||||
Redeemable Convertible Preferred Stock, beginning balance (in shares) at Dec. 31, 2019 | [1] | 13,174,805 | 16,836,436 | 0 | |||||||||
Redeemable Convertible Preferred Stock, beginning balance at Dec. 31, 2019 | $ 5,494 | $ 27,067 | $ 0 | ||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs of $0.2 million (in shares) | [1] | 22,164,724 | |||||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs of $0.2 million | $ 75,857 | ||||||||||||
Redeemable Convertible Preferred Stock, ending balance (in shares) at Jun. 30, 2020 | [1] | 13,174,805 | 16,836,436 | 22,164,724 | |||||||||
Redeemable Convertible Preferred Stock, ending balance at Jun. 30, 2020 | $ 5,494 | $ 27,067 | $ 75,857 | ||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | [1] | 32,932,218 | |||||||||||
Beginning balance at Dec. 31, 2019 | $ (14,509) | $ 1 | $ 189 | $ 7 | $ (14,706) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Issuance of common stock upon exercise of vested stock options (in shares) | [1] | 27,323 | |||||||||||
Issuance of common stock upon exercise of vested stock options | 4 | 4 | |||||||||||
Stock-based compensation expense | 60 | 60 | |||||||||||
Other comprehensive income (loss) | 9 | 9 | |||||||||||
Net loss | (6,289) | (6,289) | |||||||||||
Ending balance (in shares) at Jun. 30, 2020 | [1] | 32,959,541 | |||||||||||
Ending balance at Jun. 30, 2020 | (20,725) | $ 1 | 253 | 16 | (20,995) | ||||||||
Redeemable Convertible Preferred Stock, beginning balance (in shares) at Mar. 31, 2020 | [1] | 13,174,805 | 16,836,436 | 0 | |||||||||
Redeemable Convertible Preferred Stock, beginning balance at Mar. 31, 2020 | $ 5,494 | $ 27,067 | $ 0 | ||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs of $0.2 million (in shares) | [1] | 22,164,724 | |||||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs of $0.2 million | $ 75,857 | ||||||||||||
Redeemable Convertible Preferred Stock, ending balance (in shares) at Jun. 30, 2020 | [1] | 13,174,805 | 16,836,436 | 22,164,724 | |||||||||
Redeemable Convertible Preferred Stock, ending balance at Jun. 30, 2020 | $ 5,494 | $ 27,067 | $ 75,857 | ||||||||||
Beginning balance (in shares) at Mar. 31, 2020 | [1] | 32,932,218 | |||||||||||
Beginning balance at Mar. 31, 2020 | (17,390) | $ 1 | 208 | 41 | (17,640) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Issuance of common stock upon exercise of vested stock options (in shares) | [1] | 27,323 | |||||||||||
Issuance of common stock upon exercise of vested stock options | 4 | 4 | |||||||||||
Stock-based compensation expense | 41 | 41 | |||||||||||
Other comprehensive income (loss) | (25) | (25) | |||||||||||
Net loss | (3,355) | (3,355) | |||||||||||
Ending balance (in shares) at Jun. 30, 2020 | [1] | 32,959,541 | |||||||||||
Ending balance at Jun. 30, 2020 | $ (20,725) | $ 1 | 253 | 16 | (20,995) | ||||||||
Redeemable Convertible Preferred Stock, beginning balance (in shares) at Dec. 31, 2020 | [1] | 13,174,805 | 16,836,436 | 22,164,724 | |||||||||
Redeemable Convertible Preferred Stock, beginning balance at Dec. 31, 2020 | $ 5,494 | $ 27,067 | $ 75,857 | ||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||
Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization (in shares) | [1] | (13,174,805) | (16,836,436) | (22,164,724) | |||||||||
Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization | $ (5,494) | $ (27,067) | $ (75,857) | ||||||||||
Redeemable Convertible Preferred Stock, ending balance (in shares) at Jun. 30, 2021 | 0 | 0 | [1] | 0 | [1] | 0 | [1] | ||||||
Redeemable Convertible Preferred Stock, ending balance at Jun. 30, 2021 | $ 0 | $ 0 | $ 0 | ||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | [1] | 33,069,513 | |||||||||||
Beginning balance at Dec. 31, 2020 | $ (29,721) | $ 1 | 600 | 3 | (30,325) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Issuance of common stock upon exercise of vested stock options (in shares) | 65,003 | 65,003 | [1] | ||||||||||
Issuance of common stock upon exercise of vested stock options | $ 46 | 46 | |||||||||||
Issuance of common stock upon exercise of warrants (in shares) | [1] | 62,772 | |||||||||||
Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization (in shares) | [1] | 52,175,965 | |||||||||||
Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization | 108,418 | $ 7 | 108,411 | ||||||||||
Issuance of common stock upon the reverse recapitalization, net of issuance costs (in shares) | [1] | 38,721,137 | |||||||||||
Issuance of common stock upon the reverse recapitalization, net of issuance costs | 327,280 | $ 4 | 327,276 | ||||||||||
Stock-based compensation expense | 3,156 | 3,156 | |||||||||||
Other comprehensive income (loss) | (13) | (13) | |||||||||||
Net loss | (19,122) | (19,122) | |||||||||||
Ending balance (in shares) at Jun. 30, 2021 | [1] | 124,094,390 | |||||||||||
Ending balance at Jun. 30, 2021 | $ 390,044 | $ 12 | 439,489 | (10) | (49,447) | ||||||||
Redeemable Convertible Preferred Stock, beginning balance (in shares) at Mar. 31, 2021 | [1] | 13,174,805 | 16,836,436 | 22,164,724 | |||||||||
Redeemable Convertible Preferred Stock, beginning balance at Mar. 31, 2021 | $ 5,494 | $ 27,067 | $ 75,857 | ||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||
Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization (in shares) | [1] | (13,174,805) | (16,836,436) | (22,164,724) | |||||||||
Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization | $ (5,494) | $ (27,067) | $ (75,857) | ||||||||||
Redeemable Convertible Preferred Stock, ending balance (in shares) at Jun. 30, 2021 | 0 | 0 | [1] | 0 | [1] | 0 | [1] | ||||||
Redeemable Convertible Preferred Stock, ending balance at Jun. 30, 2021 | $ 0 | $ 0 | $ 0 | ||||||||||
Beginning balance (in shares) at Mar. 31, 2021 | [1] | 33,069,513 | |||||||||||
Beginning balance at Mar. 31, 2021 | $ (36,795) | $ 1 | 1,936 | 2 | (38,734) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Issuance of common stock upon exercise of vested stock options (in shares) | [1] | 65,003 | |||||||||||
Issuance of common stock upon exercise of vested stock options | $ 46 | 46 | |||||||||||
Issuance of common stock upon exercise of warrants (in shares) | 62,722 | 62,772 | [1] | ||||||||||
Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization (in shares) | [1] | 52,175,965 | |||||||||||
Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization | $ 108,418 | $ 7 | 108,411 | ||||||||||
Issuance of common stock upon the reverse recapitalization, net of issuance costs (in shares) | [1] | 38,721,137 | |||||||||||
Issuance of common stock upon the reverse recapitalization, net of issuance costs | 327,280 | $ 4 | 327,276 | ||||||||||
Stock-based compensation expense | 1,820 | 1,820 | |||||||||||
Other comprehensive income (loss) | (12) | (12) | |||||||||||
Net loss | (10,713) | (10,713) | |||||||||||
Ending balance (in shares) at Jun. 30, 2021 | [1] | 124,094,390 | |||||||||||
Ending balance at Jun. 30, 2021 | $ 390,044 | $ 12 | $ 439,489 | $ (10) | $ (49,447) | ||||||||
[1] | (1) The shares of the Company’s common and redeemable convertible preferred stock, prior to the Business Combination (as defined in Note 1) have been retroactively restated to reflect the exchange ratio of approximately 3.6281 established in the Business Combination as described in Note 3. |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (19,122) | $ (6,289) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation | 479 | 327 |
Stock-based compensation | 3,156 | 60 |
Net amortization of premiums on securities | 213 | 80 |
Amortization of operating lease right-of-use assets | 760 | 836 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (331) | (313) |
Accounts payable | 725 | (107) |
Accrued expenses and other liabilities | 410 | 315 |
Operating lease liability | (835) | (807) |
Net cash used in operating activities | (14,545) | (5,898) |
Cash flows from investing activities | ||
Proceeds from sale and maturities of securities | 40,000 | 11,001 |
Purchases of securities | (100,035) | (48,333) |
Purchases of property and equipment | (1,013) | (355) |
Net cash used in investing activities | (61,048) | (37,687) |
Cash flows from financing activities | ||
Net proceeds from reverse recapitalization and PIPE financing | 335,409 | 0 |
Payments of deferred offering costs | (8,082) | 0 |
Proceeds from exercise of stock options | 46 | 4 |
Proceeds from issuance of convertible preferred stock, net of issuance costs | 0 | 75,857 |
Net cash provided by financing activities | 327,373 | 75,861 |
Net increase in cash, cash equivalents and restricted cash | 251,780 | 32,276 |
Cash, cash equivalents and restricted cash at beginning of period | 37,219 | 595 |
Cash, cash equivalents and restricted cash at end of period | 288,999 | 32,871 |
Supplementary cash flow information on non-cash activities | ||
Acquisitions of property and equipment included in accounts payable | 101 | 57 |
Deferred offering costs in accounts payable and accrued expenses and other liabilities | 47 | 0 |
Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization | 108,418 | 0 |
Deferred offering costs reclassified to equity | 8,129 | 0 |
Modification to reduce right-of-use assets and lease liability | $ 3,254 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheet (Parenthetical) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | |
Redeemable convertible preferred stock, shares issued (in shares) | 0 | ||
Redeemable convertible preferred stock, shares outstanding (in shares) | 0 | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized (in shares) | 1,000,000,000 | 98,672,620 | |
Common stock, shares issued (in shares) | 124,094,390 | 33,069,513 | |
Common stock, shares outstanding (in shares) | 124,094,390 | 33,069,513 | |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized (in shares) | 200,000,000 | 0 | |
Preferred stock, shares issued (in shares) | 200,000,000 | 0 | |
Preferred stock, shares outstanding (in shares) | 200,000,000 | 0 | |
Series Seed | |||
Redeemable convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Redeemable convertible preferred stock, shares authorized (in shares) | 0 | 13,174,805 | |
Redeemable convertible preferred stock, shares issued (in shares) | 0 | 13,174,805 | |
Redeemable convertible preferred stock, shares outstanding (in shares) | [1] | 0 | 13,174,805 |
Redeemable convertible preferred stock, liquidation preference | $ 0 | $ 7,263,000 | |
Series A Preferred Stock | |||
Redeemable convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Redeemable convertible preferred stock, shares authorized (in shares) | 0 | 16,836,436 | |
Redeemable convertible preferred stock, shares issued (in shares) | 0 | 16,836,436 | |
Redeemable convertible preferred stock, shares outstanding (in shares) | [1] | 0 | 16,836,436 |
Redeemable convertible preferred stock, liquidation preference | $ 0 | $ 27,200,000 | |
Series B Preferred Stock | |||
Redeemable convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Redeemable convertible preferred stock, shares authorized (in shares) | 0 | 22,527,535 | |
Redeemable convertible preferred stock, shares issued (in shares) | 0 | 22,164,724 | |
Redeemable convertible preferred stock, shares outstanding (in shares) | [1] | 0 | 22,164,724 |
Redeemable convertible preferred stock, liquidation preference | $ 0 | $ 76,060,000 | |
[1] | (1) The shares of the Company’s common and redeemable convertible preferred stock, prior to the Business Combination (as defined in Note 1) have been retroactively restated to reflect the exchange ratio of approximately 3.6281 established in the Business Combination as described in Note 3. |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) (Parenthetical) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020USD ($)shares | Jun. 30, 2020USD ($)shares | |||
Payments of stock issuance costs | $ 0 | |||
Common Stock | ||||
Issuance of common stock upon exercise of vested stock options (in shares) | shares | 27,323 | [1] | 27,323 | [1] |
Series B Preferred Stock | ||||
Payments of stock issuance costs | $ 200 | $ 200 | ||
[1] | (1) The shares of the Company’s common and redeemable convertible preferred stock, prior to the Business Combination (as defined in Note 1) have been retroactively restated to reflect the exchange ratio of approximately 3.6281 established in the Business Combination as described in Note 3. |
Description of Business and Bas
Description of Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | Description of Business and Basis of Presentation Nautilus Biotechnology, Inc. (the “Company”) is a biotechnology company incorporated in 2016 and based in Seattle, Washington with laboratory operations in San Carlos, California. Since the Company’s incorporation in 2016, the Company has devoted substantially all of its resources to research and development activities, including with respect to its proteomics platform, business planning, establishing and maintaining its intellectual property portfolio, hiring personnel, raising capital and providing general and administrative support for these operations. The Company is subject to risks similar to those of other pre-clinical stage companies in the biopharmaceutical industry, including dependence on key individuals, the need to develop commercially viable products, competition from other companies, many of whom are larger and better capitalized, the impact of the COVID-19 pandemic and the need to obtain adequate additional financing to fund the development of its products. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be maintained, that any products developed will obtain required regulatory approval or that any approved products will be commercially viable. Even if the Company’s development efforts are successful, it is uncertain when, if ever, the Company will generate significant revenue from the sale of its products. On June 9, 2021 (the “Closing Date”), Nautilus Biotechnology, Inc. a Delaware corporate (f/k/a ARYA Sciences Acquisition Corp. III, a Cayman Islands exempted company and our predecessor company (“ARYA”), consummated the previously announced business combination (the “Business Combination”) pursuant to the terms of that certain Business Combination Agreement, dated as of February 7, 2021 (the “BCA”), by and among ARYA, Mako Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of ARYA (“Mako Merger Sub”), and Nautilus Subsidiary, Inc., a Delaware corporation (f/k/a Nautilus Biotechnology, Inc.) (“Legacy Nautilus”). As a result of the Business Combination, ARYA changed its name to “Nautilus Biotechnology, Inc.” and Mako Me rger Sub merged with and into Legacy Nautilus with Legacy Nautilus surviving as the surviving company and becoming a wholly-owned subsidiary of ARYA (the “Merger” and, collectively with the other transactions described in the BCA, the “Reverse Recapitalization”). In addition, in conjunction with the completion of the Business Combination, certain investors (“PIPE Investors”) subscribed for the purchase of an aggregate of 20,000,000 shares of New Nautilus Common Stock at a price of $10.00 per share for aggregate gross proceeds of $200.0 million (“PIPE Financing”). Please refer to Note 3 “Reverse Recapitalization” for further details of the Business Combination. Basis of Presentation The condensed consolidated financial statements and accompanying notes are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and regulations of the U.S. Securities and Exchange Commission for interim financial reporting. The accompanying financial statements are consolidated for the three months and six months ended June 30, 2021 and include the accounts of Nautilus Biotechnology, Inc. (i.e. former ARYA) and its wholly-owned subsidiary, Legacy Nautilus, following the Reverse Recapitalization as further discussed in Note 3 “Reverse Recapitalization”. All other accompanying financial statements as of December 31, 2020 and for the three months and six months ended June 30, 2020 include only the accounts of Legacy Nautilus. All intercompany transactions and balances have been eliminated upon consolidation. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2020 and the related notes included in the Company’s Final Prospectus filed with the SEC on August 6, 2021 pursuant to Rule 424(b) under the Securities Act relating to the Registration Statement on Form S-1 (File No. 333-258100). The information as of December 31, 2020 included on the condensed consolidated balance sheets was derived from the Company’s audited financial statements. The condensed consolidated financial statements were prepared on the same basis as the audited financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary for a fair statement of the Company’s financial position as of June 30, 2021 and the results of operations and cash flows for the three and six months ended June 30, 2021 and 2020. The results of operations for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. The Company’s reporting currency is the U.S. dollar. Going Concern The Company’s condensed 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. Since inception, the Company has been engaged in developing its technology, raising capital, and recruiting personnel. The Company’s operating plan may change as a result of many factors currently unknown and there can be no assurance that the current operating plan will be achieved in the time frame anticipated by the Company, and it may need to seek additional funds sooner than planned. If adequate funds are not available to the Company on a timely basis, it may be required to delay, limit, reduce, or terminate certain commercial efforts, or pursue merger or acquisition strategies, all of which could adversely affect the holdings or the rights of the Company’s stockholders. The Company has incurred net operating losses and negative cash flows from operations in every year since inception and expects this to continue for the foreseeable future. As of June 30, 2021, the Company had an accumulated deficit of $49.4 million. The Company has funded its operations primarily with proceeds from the issuance of redeemable convertible preferred stock and common stock. The Company had cash, cash equivalents, and short-term investments of $373.1 million as of June 30, 2021. In June 2021, the Company received gross proceeds of approximately $345.5 million from PIPE Investors and the Business Combination offset by approximately $18.2 million of transaction costs and underwriters’ fees relating to the closing of the Business Combination. As of the date on which these condensed consolidated financial statements were available to be issued, the Company believes that its cash, cash equivalents, and short-term investments will be sufficient to fund its operations for the next twelve months following the issuance of the condensed consolidated financial statements. The Company’s assessment of the period of time through which its financial resources will be adequate to support its operations is a forward-looking statement and involves risks and uncertainties. The Company’s actual results could vary as a result of, and its near and long-term future capital requirements will depend on many factors, including its growth rate and the timing and extent of spending to support its research and development efforts. The Company has based its estimates on assumptions that may prove to be wrong, and it could use its available capital resources sooner than it currently expects. The Company may be required to seek additional equity or debt financing. Future liquidity and cash requirements will depend on numerous factors. In the event that additional financing is required from outside sources, the Company may not be able to raise in on acceptable terms or at all. If the Company is unable to raise additional capital when desired, or if it cannot expand its operations or otherwise capitalize on its business opportunities because it lacks sufficient capital, its business, operating results, and financial condition would be adversely affected. Impact of the COVID-19 Coronavirus In December 2019, COVID-19 was first reported to the World Health Organization (“WHO”), and in January 2020, the WHO declared the outbreak to be a public health emergency. In March 2020, the WHO characterized COVID-19 as a pandemic. Since then, the COVID-19 pandemic and efforts to control its spread have significantly curtailed the movement of people, goods, and services worldwide. As a result, the Company has taken certain measures in response to COVID-19. While the duration and extent of the COVID-19 pandemic depends on future developments that cannot accurately predicted at this time, such as the extent and effectiveness of containment and mitigation actions, it has already had an adverse effect on the global economy, and the ultimate societal and economic impact of the COVID-19 pandemic remains unknown. Additionally, concerns over the economic impact of COVID-19 have caused extreme volatility in financial and other capital markets, which may adversely affect the Company’s ability to access capital markets in the future. Furthermore, the impact of the COVID-19 pandemic could adversely impact the Company’s cash flows and operations and delay clinical trial activity. While the Company has developed and continues to develop plans to help mitigate the potential negative impact of COVID-19, these efforts may not be effective, and any protracted economic downturn will likely limit the |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the condensed consolidated financial statements, and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include determining the estimated lives of property and equipment, stock-based compensation including the estimated fair value per share of common stock prior to the date the Company became public, and the valuation allowance for deferred tax assets. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. As future events and their effects cannot be determined with precision, actual results could materially differ from those estimates and assumptions. Concentrations of Credit Risk and Other Risks and Uncertainties Credit risk represents the accounting loss that would be recognized as of the reporting date if counterparties failed completely to perform as contracted. Financial instruments, which potentially subject the Company to concentration of credit risk, consist of cash balances maintained in excess of federal depository insurance limits and investments in U.S. Treasury securities that are not federally insured. The Company has not experienced any losses in such accounts and believes it is not exposed to significant credit risk on cash or investments. The Company relies, and expects to continue to rely, on a small number of vendors to provide services, supplies and materials related to its research and development programs. These programs could be adversely affected by a significant interruption in these services or the availability of materials. Segment Reporting Operating segments are defined as components of an entity where discrete financial information is evaluated regularly by the chief operating decision m arket (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s Chief Executive Officer is its CODM. The Company’s CODM re views financial information presented on a consolidated basis for the purposes of making operating decisions, allocating resources and evaluating financial performance. As such, the Company has determined that it operates in one operating and one reportable segment. The Company’s long-lived assets are entirely based in the United States. Cash and Cash Equivalents The Company considers all highly-liquid investments with an original maturity of three months or less as of the date of acquisition to be cash equivalents. Investments The Company considers investments with an original maturity greater than three months and remaining maturities less than one year to be short-term investments. The Company classifies those investments that are not required for use in current operations and that mature in more than 12 months as long-term investments. The Company classifies its investments as available for sale and reports them at fair value, with unrealized gains and losses recorded in accumulated other comprehensive income (loss). Investments sold prior to maturity, the cost of investments sold is based on the specific identification method. Realized gains and losses on the sale of investments are recorded in other income (expense), net in the condensed consolidated statement of operations. Other-than-temporary Impairment The Company evaluates its investments with unrealized losses for other-than-temporary impairment. When assessing investments for other-than-temporary declines in value, the Company considers factors such as, among other things, the extent and length of time the investment’s fair value has been lower than its cost basis, the financial condition and near-term prospects of the investment, the Company’s ability and intent to retain the investment for a period of time sufficient to allow for any anticipated recovery in fair value, and the expected cash flows from the security. If any adjustments to fair value reflects a decline in the value of the investment that the Company considers to be “other than temporary,” the Company reduces the investment to fair value through a charge to the condensed consolidated statement of operations and condensed consolidated statement of comprehensive loss. No such adjustments were necessary during the periods presented. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Offering Costs Specific incremental costs (i.e. consisting of legal, accounting and other fees and costs) directly attributable to a proposed or actual offering of securities are deferred and charged against the gross proceeds of the offering. In the event of a significant delay or cancellation of a planned offering of securities, all of the costs are expensed. Offering costs capitalized as of December 31, 2020 were $0.2 million and are included within Other long term assets on the Company’s condensed consolidated balance sheets. There were no deferred offering costs capitalized as of June 30, 2021. Leases The Company determines if an arrangement includes a lease at inception by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset for a period of time in exchange for consideration. Operating leases with a term of more than one year are included in operating lease right-of-use ("ROU") assets and operating lease liabilities on the Company's condensed consolidated balance sheets. ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments. Operating lease ROU assets and liabilities are recognized on the lease commencement date based on the present value of the future minimum lease payments over the lease term. The Company uses the incremental borrowing rate commensurate with the lease term based on the information available at the lease commencement date in determining the present value of the lease payments as the Company's leases generally do not provide an implicit rate. ROU assets initially equal the lease liability, adjusted for any prepaid lease payments and initial direct costs incurred, less any lease incentives received. Certain of the Company's leases include renewal options which allow the Company to, at its election, renew or extend the lease for a fixed or indefinite period of time. These renewal periods are included in the lease terms when the Company is reasonably certain the options will be exercised. Lease expense is recognized on a straight-line basis over the lease term when leases are operating leases. If finance lease, expense is recognized over the lease term within interest expense and amortization in the Company’s condensed consolidated statements of operations. The Company also has lease arrangements with lease and non-lease components. The Company elected the practical expedient not to separate non-lease components from lease components for the Company's facility leases and to account for the lease and non-lease components as a single lease component. The Company also elected to apply the short-term lease measurement and recognition exemption in which ROU assets and lease liabilities are not recognized for leases with terms of 12 months or less. Comprehensive Loss Comprehensive loss consists of net loss and other gains or losses affecting stockholders’ equity (deficit) that, under U.S. GAAP are excluded from net loss. For the three and six months ended June 30, 2021 and December 31, 2020, unrealized gains and losses on debt securities were included as components of comprehensive loss. Accounting Pronouncements The Company is provided the option to adopt new or revised accounting guidance as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) either (1) within the same periods as those otherwise applicable to public business entities, or (2) within the same time periods as non-public business entities, including early adoption when permissible. With the exception of standards the Company elected to early adopt, when permissible, the Company has elected to adopt new or revised accounting guidance within the same time period as non-public business entities, as indicated below. Recently Adopted Accounting Standards In August 2018, the FASB issued ASU No. 2018-15, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement,” to help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement (hosting arrangement) by providing guidance for determining when the arrangement includes a software license. The ASU will become effective for annual periods beginning after December 15, 2020. The Company adopted this guidance effective January 1, 2021 using prospective method, which did not have a material impact on the Company’s condensed consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments- Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ”, which amends existing guidance on the impairment of financial assets and adds an impairment model that is based on expected losses rather than incurred losses and requires an entity to recognize as an allowance its estimate of expected credit losses for its financial assets. An entity will apply this guidance through a cumulative-effect adjustment to retained earnings upon adoption (a modified-retrospective approach) while a prospective transition approach is required for debt securities for which an other-than-temporary impairment had been recognized before the effective date. This ASU is effective for the Company’s fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. Early adoption is permitted. The Company is in the process of evaluating the impact of the adoption of this ASU on its condensed consolidated financial statements and related disclosures and does not anticipate adoption to have a material impact on its condensed consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” , which enhances and simplifies various aspects of the income tax accounting guidance, including requirements such as the elimination of exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, the recognition of deferred tax liabilities for outside basis differences, ownership changes in investments, and tax basis step-up in goodwill obtained in a transaction that is not a business combination. The guidance will be effective for the Company’s annual reporting periods beginning after December 15, 2021. Early adoption is permitted. The Company is in the process of evaluating the impact of the adoption of this ASU on its condensed consolidated financial statements and related disclosures and does not anticipate adoption to have a material impact on its condensed consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848).” The amendments in ASU 2020-04 provide optional expedients and exceptions for ap plying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this ASU are effective for all entities as of March 12, 2020 through December 31, 2022. An entity may elect to apply the amendments for contract modifications by Topic or Industry Subtopic as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from the date that the financial statements are available to be issued. Once elected for a Topic or an Industry Subtopic, the amendments must be applied prospectively for all eligible contract modifications for that Topic or Industry Subtopic. The Company is in the process of evaluating the impact of the adoption of this ASU on its condensed consolidated financial statements and related disclosures and does not anticipate adoption to have a material impact on its condensed consolidated financial statements. |
Reverse Recapitalization
Reverse Recapitalization | 6 Months Ended |
Jun. 30, 2021 | |
Reverse Recapitalization [Abstract] | |
Reverse Recapitalization | Reverse Recapitalization On June 9, 2021, ARYA merged with Legacy Nautilus, with Legacy Nautilus surviving as the surviving company and as a wholly-owned subsidiary of ARYA. As a result of the Business Combination, Legacy Nautilus equity holders received an aggregate number of shares of New Nautilus Common Stock equal to (i) $900.0 million plus $24.3 million, which reflects the aggregate exercise price of all stock options (whether vested or unvested) of Legacy Nautilus at the consummation of the Business Combination, divided by (ii) $10.00 giving effect to the exchange ratio of approximately 3.6281 (“Exchange Ratio”) based on the terms of the Business Combination Agreement. For purposes of calculating the aggregate number of New Nautilus Common Stock issuable to each holder of Legacy Nautilus Common Stock pursuant to the Business Combination Agreement, all Legacy Nautilus Common Stock held by such holder was aggregated, and the Exchange Ratio was applied to that aggregate number of shares held by such holder, and not on a share-by-share basis, and the number of New Nautilus Common Stock issued was rounded down to the nearest whole share. At the Closing Date, (i) an aggregate of 18,721,137 shares of Class A and Class B ordinary shares of ARYA were exchanged for an equivalent number of Common Stock, (ii) an aggregate of 85,324,118 shares of Common Stock were issued in exchange for the shares of Nautilus outstanding as of immediately prior to the Business Combination and (iii) an aggregate of 20,000,000 shares of Common stock were issued to the PIPE Investors in the PIPE Financing with total gross proceeds of $200.0 million. Moreover, at the Closing, all options to purchase shares of Nautilus were exchanged for comparable options to purchase shares of Common Stock based on an implied Legacy Nautilus equity value of $900.0 million. Immediately after giving effect to the transactions, there were 124,045,255 shares of Common Stock outstanding and 7,106,767 shares of Common Stock subject to outstanding options under the 2017 Plan. The Business Combination is accounted for as a reverse recapitalization under U.S. GAAP. This determination is primarily based on Legacy Nautilus stockholders comprising a relative majority of the voting power of Nautilus and having the ability to nominate the members of the Board, Legacy Nautilus’s operations prior to the acquisition comprising the only ongoing operations of Nautilus, and Legacy Nautilus’s senior management comprising a majority of the senior management of Nautilus. Under this method of accounting, ARYA is treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of Nautilus represent a continuation of the financial statements of Legacy Nautilus with the Business Combination being treated as the equivalent of Nautilus issuing stock for the net assets of ARYA, accompanied by a recapitalization. The net assets of ARYA are stated at historical costs, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are presented as those of Nautilus. All periods prior to the Business Combination have been retrospectively adjusted using the Exchange Ratio for the equivalent number of shares outstanding immediately after the Business Combination to effect the reverse recapitalization. In connection with the Business Combination, the Company raised $335.4 million of net proceeds. This amount was comprised of $135.4 million of cash held in ARYA’s trust account from its initial public offering, net of ARYA’s transaction costs and underwriters’ fees of $10.1 million, and $200.0 million of cash in connection with the PIPE Financing. The Company incurred $8.1 million of transaction costs, consisting of banking, legal, and other professional fees which were recorded as a reduction to additional paid-in capital. The number of shares of Common Stock issued immediately following the consummation of the Business Combination was: Number of Shares Common Stock of ARYA outstanding prior to the Business Combination 19,186,500 Less redemption of ARYA shares (465,363) Common Stock of ARYA 18,721,137 Shares issued in PIPE Financing 20,000,000 Business Combination and PIPE Financing shares 38,721,137 Legacy Nautilus shares 85,324,118 Total shares of Common Stock immediately after the Business Combination 124,045,255 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following table details the assets carried at fair value and measured on a recurring basis within the three levels of fair value as of June 30, 2021 and December 31, 2020: (in thousands) Gross Unrealized Reported as: June 30, 2021 Amortized Cost Gains Losses Fair Value Cash and cash equivalents Short-term investments Long-term investments Level 1 Mutual funds $ 174,167 $ — $ — $ 174,167 $ 174,167 $ — $ — U.S. treasury securities 15,260 6 — 15,266 — — 15,266 Total Level 1 189,427 6 — 189,433 174,167 — 15,266 Level 2 Commercial paper 192,138 — (15) 192,123 114,220 77,903 — Corporate debt securities 6,855 — (1) 6,854 — 6,854 — Total Level 2 198,993 — (16) 198,977 114,220 84,757 — Total Level 1 and Level 2 $ 388,420 $ 6 $ (16) $ 388,410 $ 288,387 $ 84,757 $ 15,266 (in thousands) Gross Unrealized Reported as: December 31, 2020 Amortized Cost Gains Losses Fair Value Cash and cash equivalents Short-term investments Long-term investments Level 1 Mutual funds $ 36,607 $ — $ — $ 36,607 $ 36,607 $ — $ — U.S. treasury bills 40,132 4 (1) 40,135 — 40,135 — Total Level 1 $ 76,739 $ 4 $ (1) $ 76,742 $ 36,607 $ 40,135 $ — |
Composition of Certain Condense
Composition of Certain Condensed Consolidated Financial Statement Line Items | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Composition of Certain Condensed Consolidated Financial Statement Line Items | Composition of Certain Condensed Consolidated Financial Statement Line Items Property and Equipment, Net Property and equipment consisted of the following: (in thousands) June 30, December 31, Laboratory equipment $ 3,268 $ 2,256 Leasehold improvements 176 169 Furniture, fixtures and office equipment 126 126 Computer hardware 114 105 3,684 2,656 Less: Accumulated depreciation (1,764) (1,285) Total 1,920 1,371 Construction in progress 21 — Property and equipment, net $ 1,941 $ 1,371 The Company recorded depreciation expense of $0.3 million and $0.5 million for the three and six months ended June 30, 2021, respectively, and $0.2 million and $0.3 million for the three and six months ended June 30, 2020, respectively, which was primarily allocated to research and development expense. Other Long Term Assets Other long term assets consisted of the following: (in thousands) June 30, December 31, Restricted cash $ 612 $ 612 Deferred offering costs — 212 Deposits — 315 Total $ 612 $ 1,139 Accrued Expenses and Other Liabilities Accrued expenses and other liabilities consisted of the following: (in thousands) June 30, December 31, Employee compensation $ 595 $ 484 Accrued professional and consulting fees 347 452 Other 374 133 Total $ 1,316 $ 1,069 Cash, Cash Equivalents and Restricted Cash Cash, cash equivalents and restricted cash consisted of the following: (in thousands) June 30, December 31, Cash and cash equivalents $ 288,387 $ 36,607 Restricted cash included in other long term assets 612 612 Total $ 288,999 $ 37,219 |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 6 Months Ended |
Jun. 30, 2021 | |
Temporary Equity [Abstract] | |
Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred Stock On June 9, 2021, upon the closing of the Business Combination (Note 3), all of the outstanding redeemable convertible preferred stock was converted to New Nautilus Common Stock pursuant to the Exchange Ratio effective immediately prior to the Business Combination and the remaining amount was reclassified to additional paid-in capital. As of June 30, 2021 the Company had no issued and outstanding Preferred Stock shares. |
Common Stock
Common Stock | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Common Stock | Common Stock On June 9, 2021, the Business Combination was consummated (Note 3) and the Company issued 38,721,137 shares for an aggregate purchase price of $327.3 million, net of issuance costs of $8.1 million. Immediately following the Business Combination, there were 124,045,255 shares of Common Stock outstanding. The holder of each share of Common Stock is entitled to one vote. The Company has retroactively adjusted the shares issued and outstanding prior to June 9, 2021 to give effect to the exchange ratio established in the Business Combination Agreement to determine the number of shares of Common Stock into which they were converted into. In June 2021, pursuant to the Business Combination, the Company amended its certificate of incorporation to increase the number of authorized common stock shares to 1,000,000,000 shares. There were 124,094,390 shares issued and outstanding as of June 30, 2021. Common Stock Warrants In connection with a term loan that the Company entered into during fiscal year 2017, 63,491 common stock warrants were issued to the lender, and recorded at fair value within additional paid-in capital in stockholders’ equity (deficit). Fair value was determined using the Black-Scholes Option Pricing Model. There were no common stock warrants issued during the three and six months ended June 30, 20 21 and 2020. During the three months ended June 30, 2021, all common stock warrants were net exercised and the Company issued 62,722 Common Stock shares to the lender. Common stock warrants as of December 31, 2020 were as follows: December 31, 2020 Outstanding Warrants Number of Warrants Exercise Price Expiration Date Common stock 63,491 $ 0.12 9/7/2027 Total outstanding common stock warrants 63,491 Common Stock Reserved for Future Issuance Shares of common stock reserved for future issuance on an as-if converted basis, were as follows: June 30, December 31, Stock options issued and outstanding 8,014,879 5,145,547 Shares available for grant under 2021 Equity Incentive Plan 15,225,353 — Shares available for grant under 2021 Employee Stock Purchase Plan 1,244,900 — Convertible preferred stock — 52,175,965 Common stock warrants outstanding — 63,491 Shares available for grant under 2017 Equity Incentive Plan — 2,349,673 Total shares of common stock reserved 24,485,132 59,734,676 The shares of the Company’s common, redeemable convertible preferred stock, common stock warrants and shares available for grant, prior to the Business Combination (as defined in Note 1) have been retroactively restated to reflect the exchange ratio of approximately 3.6281 established in the Business Combination as described in Note 3. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company accounts for income taxes under the liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. For the three and six months ended June 30, 2021 and 2020, no income tax expense or benefit was recognized, primarily due to a full valuation allowance recorded against its deferred tax asset. |
Stock Option Plan and Stock-bas
Stock Option Plan and Stock-based Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock Option Plan and Stock-based Compensation | Stock Option Plan and Stock-based Compensation On June 8, 2021, the stockholders of the Company approved the 2021 Equity Incentive Plan (“2021 Plan”) and the 2021 Employee Stock Purchase Plan ( “2021 ESPP”). As of June 30, 2021, 15,225,353 and 1,244,900 shares were available for grant under the 2021 Plan and 2021 ESPP, respectively. The number of shares available for issuance under the 2021 Plan will be increased on the first day of each fiscal year, beginning on January 1, 2022, in an amount equal to the least of (i) 18,672,200 shares, (ii) a number of shares equal to five percent (5%) of the total number of shares of all classes of common stock of the Company outstanding on the last day of the immediately preceding fiscal year, or (iii) such number of shares determined by the Administrator no later than the last day of the immediately preceding fiscal year. The number of shares of common stock available for issuance under the 2021 ESPP will be increased on the first day of each fiscal year beginning on January 1, 2022, in an amount equal to the least of (i) 3,734,500 shares of common stock, (ii) a number of s hares of common stock equal to one percent (1%) of the total number of shares of all classes of common stock of the Company on the last day of the immediately preceding fiscal year, or (iii) such number of shares determined by the Administrator no later than the last day of the immediately preceding fiscal year. Under the 2021 Plan, the Company can grant incentive stock options, nonstatutory stock options, stock appreciation rig hts, restricted stock, restricted stock units and performance awards to employees, directors and consultants. Under the 2021 ESPP, the Company can grant stock options to employees to purchase shares of Common Stock at a purchase price which equal to 85% of the fair market value of common stock on the enrollment date or on the exercise date, whichever is lower. No further awards will be granted under the 2017 Equity Incentive Plan (“2017 Plan”) and 7,106,767 shares of common stock were initially reserved for outstanding awards issued under the 2017 Plan at the time of adoption of the 2021 Plan and the 2021 ESPP. In determining the compensation cost of the option awards, the fair value for each option award has been estimated using the Black Scholes model . The significant assumptions used in these calculations are summarized as follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 (1) 2021 2020 Expected term (in years) 5.6 - 6.1 N/A 5.5 - 6.6 6.0 - 6.1 Expected volatility 93.0% - 93.7% N/A 92.0% - 94.2% 96.4% - 96.5% Expected dividend rate 0.0% N/A 0.0 % 0.0 % Risk free interest rate 0.91% - 1.02% N/A 0.53% - 1.02% 1.44% Stock price $10.10 - $11.16 N/A $7.56 - $11.16 $0.46 ________________ (1) There were no awards granted during the three months ended June 30, 2020. Expected term: The expected term of stock options represents the weighted-average period the stock options are expected to remain outstanding. The Company does not have sufficient historical exercise and post-vesting termination activity to provide accurate data for estimating the expected term of options and has opted to use the “simplified method,” whereby the expected term equals the arithmetic average of the vesting term and the original contractual term of the option. Expected volatility: As the Company is not publicly traded, the expected volatility for the Company’s stock options was determined by using an average of historical volatilities of selected industry peers deemed to be comparable to the Company’s business corresponding to the expected term of the awards. Expected dividend yield: The expected dividend rate is zero as the Company currently has no history or expectation of declaring dividends on its common stock. Risk-free interest rate: The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities corresponding to the expected term of the awards. Fair value of common stock: The fair value of the shares of common stock underlying the stock options has historically been determined by the Company’s Board of Directors. Because there has been no public market for the common stock, the Board of Directors has determined the fair value of the common stock at the time of grant of the option by contemporaneous valuations performed by an unrelated third-party valuation firm as well as a number of objective and subjective factors including valuation of comparable companies, sales of convertible preferred stock to unrelated third parties, operating and financial performance, the implied equity value of the Company as contemplated by the Business Combination, the lack of liquidity of capital stock and general and industry specific economic outlook, among other factors. The fair value of common stock was determined in accordance with applicable elements of the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. Subsequent to the completion of the Business Combination (Note 3) the fair value of the Company’s common stock is determined based on its closing market price. The awards granted in late January 2021 were granted at the grant date fair value on the date of the grant. The Company’s board of directors made a determination of the fair market value of our common stock which contemplated the implied equity value of the Company per the Business Combination Agreement that was executed on February 7, 2021. For the period following execution of the Business Combination Agreement through June 30, 2021, 964,503 shares were granted. The following table summarizes option award activity during the six months ended June 30, 2021: Number of Stock Option Awards Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2020 5,145,547 $ 0.85 Granted 3,063,588 $ 9.92 Exercised (65,003) $ 0.72 Forfeited (129,253) $ 5.18 Outstanding as of June 30, 2021 8,014,879 $ 4.25 9.1 $ 46,968 Options vested and expected to vest as of June 30, 2021 8,014,879 $ 4.25 Vested and exercisable at June 30, 2021 1,177,340 $ 0.46 7.5 $ 11,346 As of June 30, 2021, there was $27.6 million of total unrecognized compensation expense expected to be recognized over a weighted average-period of 3.48 years. Aggregate intrinsic value represents the difference between the fair market value of the common stock and the exercise price of outstanding, in-the-money options. The Company’s option award quantities and prices, prior to the Business Combination (as defined in Note 1) have been retroactively restated to reflect the exchange ratio of approximately 3.6281 established in the Business Combination as described in Note 3. Restricted Stock In January 2017, the Company granted 32,652,640 shares of restricted common stock to founders for future services that vest over four years from the date of grant. Activity with respect to restricted stock during the six months ended June 30, 2021 was as follows: Number of Shares Underlying Outstanding Restricted Stock Weighted- Average Grant Date Fair Value Unvested, December 31, 2020 569,721 $ 0.00003 Vested (569,721) $ 0.00003 Unvested, June 30, 2021 — Stock-based Compensation Expense The following sets forth the total stock-based compensation expense for the Company’s stock options included in the Company’s condensed consolidated statement of operations: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2021 2020 2021 2020 Research and development $ 666 $ 24 $ 1,163 $ 29 General and administrative 1,154 17 1,993 31 Total stock-based compensation expense $ 1,820 $ 41 $ 3,156 $ 60 |
Commitment and Contingencies
Commitment and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Purchase Commitments Open purchase commitments are for the purchase of goods and services related to, but not limited to, research and development, facilities, and professional services under non-cancellable contracts. They were not recorded as liabilities on the condensed consolidated balance sheet as of June 30, 2021 as the Company had not yet received the related goods or services. As of June 30, 2021, the Company had open purchase commitments for goods and services of $1.4 million, which are expected to be received through the next 12 months. Legal Proceedings From time to time, the Company may become involved in litigation relating to claims arising from the ordinary course of business. Management believes that there are currently no claims or actions pending against the Company where the ultimate disposition could have a material adverse effect on the Company’s results of operations, financial condition or cash flows. Leases The Company is obligated under certain non-cancelable operating leases for office space and laboratory space. This space includes operating leases in Seattle, Washington, Menlo Park, California and San Carlos, California. The operating lease in Seattle, Washington expired in April 2021 and will continue to be renewed month to month while the Company negotiates on a new lease. The operating lease in Menlo Park, California expired in February 2020. In February 2021, the Company amended its existing facility lease contract in San Carlos, California which was executed to shorten the remaining term of the lease (expected to expire in December 2021) and reduce monthly lease payments and was accounted for as a modification. The impact of this modification reduced the operating lease right-of-use asset and lease liability balance as a $3.3 million non-cash adjustment. Additionally, as a result of the remaining lease term being less than a year, the total remaining operating lease liability balance was classified as current. In December 2020, the Company entered into a new lease in San Carlos, California for ten years commencing in September 2021 and expiring in September 2031 with total minimum lease payments of $42.1 million. In December 2020, the Company also entered into a temporary office space lease agreement in San Carlos, California commencing in February 2021 and expiring in October 2021 with total minimum lease payments of $1.2 million. The temporary office space lease agreement was recognized as a short-term lease due to the election of the short-term lease measurement and recognition exemption. The components of lease costs, which were included in operating expenses in condensed consolidated statements of operations, were as follows: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2021 2020 2021 2020 Fixed operating lease costs $ 362 $ 501 $ 863 $ 1,095 Variable operating lease costs 10 10 20 66 Short-term lease costs 440 — 619 — Sublease income — — — (77) Total lease costs $ 812 $ 511 $ 1,502 $ 1,084 For the six months ended June 30, 2021 and 2020, cash paid for amounts included in the measurement of lease liabilities included in cash flows used in operating activities was $0.8 million and $0.8 million, respectively. As of June 30, 2021, the weighted-average remaining lease term and weighted-average discount rate for operating leases is 0.5 years and 10.0% respectively. The following table summarizes the Company's future principal contractual obligations for operating lease commitments as of June 30, 2021: Lease Obligations (in thousands) Six months ending December 31, 2021 $ 1,298 Total future minimum lease payments 1,298 Less: Imputed interest (18) Total operating lease liabilities $ 1,280 Total future principal contractual obligations for operating lease commitments exceeded the undiscounted lease liability by $0.6 million as of June 30, 2021 because the lease liability in the condensed consolidated balance sheet excluded short-term lease payments. Guarantees and Indemnifications In the ordinary course of business, the Company enters into agreements that may include indemnification provisions. Pursuant to such agreements, the Company may indemnify, hold harmless and defend an indemnified party for losses suffered or incurred by the indemnified party. Some of the provisions will limit losses to those arising from third-party actions. In some cases, the indemnifications will continue after the termination of the agreement. The maximum potential amount of future payments the Company could be required to make under these provisions is not determinable. The Company has never incurred material costs to defend lawsuits or settle claims related to these indemnification provisions. The Company has also agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines and settlement amounts incurred by them in any action or proceeding to which any of them are, or are threatened to be, made a party by reason of their service as a director or officer. The Company maintains director and officer insurance coverage that would generally enable it to recover a portion of any future amounts paid. The Company may be subject to indemnification obligation by law with respect to the actions of its employees under certain circumstances and in certain jurisdictions. Letter of Credit In conjunction with the San Carlos lease agreement entered in December 2020, the Company issued a cash-collateralized letter of credit in lieu of security deposit of $0.6 million. The cash amount is recorded as restricted cash under Other long-term assets on the Company’s condensed consolidated balance sheet. |
Basic and Diluted Net Loss per
Basic and Diluted Net Loss per Share | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss per Share | Basic and Diluted Net Loss per Share The following tables set forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders for the three and six months ended June 30, 2021 and 2020: Three Months Ended June 30, Six Months Ended June 30, (in thousands, except share and per share amounts) 2021 2020 2021 2020 Numerator: Net loss attributable to common stockholders $ (10,713) $ (3,355) $ (19,122) $ (6,289) Denominator: Weighted average common shares outstanding 55,070,480 32,948,898 44,130,773 32,940,561 Less: Weighted-average unvested restricted shares and shares subject to repurchase — (4,764,366) (34,624) (5,618,947) Weighted average shares used in computing net loss per share attributable to common stockholders, basic and diluted 55,070,480 28,184,532 44,096,149 27,321,614 Net loss per share attributable to common stockholders, basic and diluted: $ (0.19) $ (0.12) $ (0.43) $ (0.23) As a result of the Business Combination, the Company has retroactively adjusted the weighted-average number of shares of Common Stock outstanding prior to the Closing Date by multiplying them by the Exchange Ratio of 3.6281 used to determine the number of shares of New Nautilus Common Stock into which they converted (Note 3). The Common Stock issued as a result of the redeemable convertible preferred stock conversion on the Closing Date was included in the basic net loss per share calculation on a prospective basis. The potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have had an antidilutive effect were as follows: Three and Six Months Ended June 30, 2021 2020 Convertible preferred stock (on an as-converted basis) — 52,175,965 Options to purchase common stock 8,014,879 2,124,022 Unvested restricted common stock — 3,988,044 Common stock warrants — 63,491 Total potentially dilutive common share equivalents 8,014,879 58,351,522 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events In July 2021, the Company entered into a 7-year non-cancellable operating lease, commencing in August 2021, for an additional office space in Seattle, Washington. Total non-cancellable payments under this lease aggregate $4.5 million through June 2028. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The condensed consolidated financial statements and accompanying notes are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and regulations of the U.S. Securities and Exchange Commission for interim financial reporting. The accompanying financial statements are consolidated for the three months and six months ended June 30, 2021 and include the accounts of Nautilus Biotechnology, Inc. (i.e. former ARYA) and its wholly-owned subsidiary, Legacy Nautilus, following the Reverse Recapitalization as further discussed in Note 3 “Reverse Recapitalization”. All other accompanying financial statements as of December 31, 2020 and for the three months and six months ended June 30, 2020 include only the accounts of Legacy Nautilus. All intercompany transactions and balances have been eliminated upon consolidation. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2020 and the related notes included in the Company’s Final Prospectus filed with the SEC on August 6, 2021 pursuant to Rule 424(b) under the Securities Act relating to the Registration Statement on Form S-1 (File No. 333-258100). The information as of December 31, 2020 included on the condensed consolidated balance sheets was derived from the Company’s audited financial statements. The condensed consolidated financial statements were prepared on the same basis as the audited financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary for a fair statement of the Company’s financial position as of June 30, 2021 and the results of operations and cash flows for the three and six months ended June 30, 2021 and 2020. The results of operations for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. The Company’s reporting currency is the U.S. dollar. |
Use of Estimates | The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the condensed consolidated financial statements, and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include determining the estimated lives of property and equipment, stock-based compensation including the estimated fair value per share of common stock prior to the date the Company became public, and the valuation allowance for deferred tax assets. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. As future events and their effects cannot be determined with precision, actual results could materially differ from those estimates and assumptions. |
Concentrations of Credit Risk and Other Risks and Uncertainties | Credit risk represents the accounting loss that would be recognized as of the reporting date if counterparties failed completely to perform as contracted. Financial instruments, which potentially subject the Company to concentration of credit risk, consist of cash balances maintained in excess of federal depository insurance limits and investments in U.S. Treasury securities that are not federally insured. The Company has not experienced any losses in such accounts and believes it is not exposed to significant credit risk on cash or investments. The Company relies, and expects to continue to rely, on a small number of vendors to provide services, supplies and materials related to its research and development programs. These programs could be adversely affected by a significant interruption in these services or the availability of materials. |
Segment Reporting | Operating segments are defined as components of an entity where discrete financial information is evaluated regularly by the chief operating decision m arket (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s Chief Executive Officer is its CODM. The Company’s CODM re |
Cash and Cash Equivalents | The Company considers all highly-liquid investments with an original maturity of three months or less as of the date of acquisition to be cash equivalents. |
Investments | The Company considers investments with an original maturity greater than three months and remaining maturities less than one year to be short-term investments. The Company classifies those investments that are not required for use in current operations and that mature in more than 12 months as long-term investments. The Company classifies its investments as available for sale and reports them at fair value, with unrealized gains and losses recorded in accumulated other comprehensive income (loss). Investments sold prior to maturity, the cost of investments sold is based on the specific identification method. Realized gains and losses on the sale of investments are recorded in other income (expense), net in the condensed consolidated statement of operations. Other-than-temporary Impairment |
Fair Value of Financial Instruments | Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Offering Costs | Specific incremental costs (i.e. consisting of legal, accounting and other fees and costs) directly attributable to a proposed or actual offering of securities are deferred and charged against the gross proceeds of the offering. In the event of a significant delay or cancellation of a planned offering of securities, all of the costs are expensed. Offering costs capitalized as of December 31, 2020 were $0.2 million and are included within Other long term assets on the Company’s condensed consolidated balance sheets. There were no deferred offering costs capitalized as of June 30, 2021. |
Leases | The Company determines if an arrangement includes a lease at inception by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset for a period of time in exchange for consideration. Operating leases with a term of more than one year are included in operating lease right-of-use ("ROU") assets and operating lease liabilities on the Company's condensed consolidated balance sheets. ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments. Operating lease ROU assets and liabilities are recognized on the lease commencement date based on the present value of the future minimum lease payments over the lease term. The |
Comprehensive loss | Comprehensive loss consists of net loss and other gains or losses affecting stockholders’ equity (deficit) that, under U.S. GAAP are excluded from net loss. For the three and six months ended June 30, 2021 and December 31, 2020, unrealized gains and losses on debt securities were included as components of comprehensive loss. |
Accounting Pronouncements | The Company is provided the option to adopt new or revised accounting guidance as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) either (1) within the same periods as those otherwise applicable to public business entities, or (2) within the same time periods as non-public business entities, including early adoption when permissible. With the exception of standards the Company elected to early adopt, when permissible, the Company has elected to adopt new or revised accounting guidance within the same time period as non-public business entities, as indicated below. Recently Adopted Accounting Standards In August 2018, the FASB issued ASU No. 2018-15, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement,” to help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement (hosting arrangement) by providing guidance for determining when the arrangement includes a software license. The ASU will become effective for annual periods beginning after December 15, 2020. The Company adopted this guidance effective January 1, 2021 using prospective method, which did not have a material impact on the Company’s condensed consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments- Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ”, which amends existing guidance on the impairment of financial assets and adds an impairment model that is based on expected losses rather than incurred losses and requires an entity to recognize as an allowance its estimate of expected credit losses for its financial assets. An entity will apply this guidance through a cumulative-effect adjustment to retained earnings upon adoption (a modified-retrospective approach) while a prospective transition approach is required for debt securities for which an other-than-temporary impairment had been recognized before the effective date. This ASU is effective for the Company’s fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. Early adoption is permitted. The Company is in the process of evaluating the impact of the adoption of this ASU on its condensed consolidated financial statements and related disclosures and does not anticipate adoption to have a material impact on its condensed consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” , which enhances and simplifies various aspects of the income tax accounting guidance, including requirements such as the elimination of exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, the recognition of deferred tax liabilities for outside basis differences, ownership changes in investments, and tax basis step-up in goodwill obtained in a transaction that is not a business combination. The guidance will be effective for the Company’s annual reporting periods beginning after December 15, 2021. Early adoption is permitted. The Company is in the process of evaluating the impact of the adoption of this ASU on its condensed consolidated financial statements and related disclosures and does not anticipate adoption to have a material impact on its condensed consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848).” The amendments in ASU 2020-04 provide optional expedients and exceptions for ap plying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this ASU are effective for all entities as of March 12, 2020 through December 31, 2022. An entity may elect to apply the amendments for contract modifications by Topic or Industry Subtopic as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from the date that the financial statements are available to be issued. Once elected for a Topic or an Industry Subtopic, the amendments must be applied prospectively for all eligible contract modifications for that Topic or Industry Subtopic. The Company is in the process of evaluating the impact of the adoption of this ASU on its condensed consolidated financial statements and related disclosures and does not anticipate adoption to have a material impact on its condensed consolidated financial statements. |
Reverse Recapitalization (Table
Reverse Recapitalization (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Reverse Recapitalization [Abstract] | |
Schedule of Reverse Recapitalization | The number of shares of Common Stock issued immediately following the consummation of the Business Combination was: Number of Shares Common Stock of ARYA outstanding prior to the Business Combination 19,186,500 Less redemption of ARYA shares (465,363) Common Stock of ARYA 18,721,137 Shares issued in PIPE Financing 20,000,000 Business Combination and PIPE Financing shares 38,721,137 Legacy Nautilus shares 85,324,118 Total shares of Common Stock immediately after the Business Combination 124,045,255 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis | The following table details the assets carried at fair value and measured on a recurring basis within the three levels of fair value as of June 30, 2021 and December 31, 2020: (in thousands) Gross Unrealized Reported as: June 30, 2021 Amortized Cost Gains Losses Fair Value Cash and cash equivalents Short-term investments Long-term investments Level 1 Mutual funds $ 174,167 $ — $ — $ 174,167 $ 174,167 $ — $ — U.S. treasury securities 15,260 6 — 15,266 — — 15,266 Total Level 1 189,427 6 — 189,433 174,167 — 15,266 Level 2 Commercial paper 192,138 — (15) 192,123 114,220 77,903 — Corporate debt securities 6,855 — (1) 6,854 — 6,854 — Total Level 2 198,993 — (16) 198,977 114,220 84,757 — Total Level 1 and Level 2 $ 388,420 $ 6 $ (16) $ 388,410 $ 288,387 $ 84,757 $ 15,266 (in thousands) Gross Unrealized Reported as: December 31, 2020 Amortized Cost Gains Losses Fair Value Cash and cash equivalents Short-term investments Long-term investments Level 1 Mutual funds $ 36,607 $ — $ — $ 36,607 $ 36,607 $ — $ — U.S. treasury bills 40,132 4 (1) 40,135 — 40,135 — Total Level 1 $ 76,739 $ 4 $ (1) $ 76,742 $ 36,607 $ 40,135 $ — |
Composition of Certain Conden_2
Composition of Certain Condensed Consolidated Financial Statement Line Items (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Property, Plant and Equipment | Property and equipment consisted of the following: (in thousands) June 30, December 31, Laboratory equipment $ 3,268 $ 2,256 Leasehold improvements 176 169 Furniture, fixtures and office equipment 126 126 Computer hardware 114 105 3,684 2,656 Less: Accumulated depreciation (1,764) (1,285) Total 1,920 1,371 Construction in progress 21 — Property and equipment, net $ 1,941 $ 1,371 |
Schedule of Other Assets, Noncurrent | Other long term assets consisted of the following: (in thousands) June 30, December 31, Restricted cash $ 612 $ 612 Deferred offering costs — 212 Deposits — 315 Total $ 612 $ 1,139 |
Schedule of Accrued Liabilities | Accrued expenses and other liabilities consisted of the following: (in thousands) June 30, December 31, Employee compensation $ 595 $ 484 Accrued professional and consulting fees 347 452 Other 374 133 Total $ 1,316 $ 1,069 |
Other Current Liabilities | Accrued expenses and other liabilities consisted of the following: (in thousands) June 30, December 31, Employee compensation $ 595 $ 484 Accrued professional and consulting fees 347 452 Other 374 133 Total $ 1,316 $ 1,069 |
Schedule of Cash and Cash Equivalents | Cash, cash equivalents and restricted cash consisted of the following: (in thousands) June 30, December 31, Cash and cash equivalents $ 288,387 $ 36,607 Restricted cash included in other long term assets 612 612 Total $ 288,999 $ 37,219 |
Restrictions on Cash and Cash Equivalents | Cash, cash equivalents and restricted cash consisted of the following: (in thousands) June 30, December 31, Cash and cash equivalents $ 288,387 $ 36,607 Restricted cash included in other long term assets 612 612 Total $ 288,999 $ 37,219 |
Common Stock (Tables)
Common Stock (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Schedule of Warrants or Rights | Common stock warrants as of December 31, 2020 were as follows: December 31, 2020 Outstanding Warrants Number of Warrants Exercise Price Expiration Date Common stock 63,491 $ 0.12 9/7/2027 Total outstanding common stock warrants 63,491 |
Schedule of Common Stock Reserved for Future Issuance | Shares of common stock reserved for future issuance on an as-if converted basis, were as follows: June 30, December 31, Stock options issued and outstanding 8,014,879 5,145,547 Shares available for grant under 2021 Equity Incentive Plan 15,225,353 — Shares available for grant under 2021 Employee Stock Purchase Plan 1,244,900 — Convertible preferred stock — 52,175,965 Common stock warrants outstanding — 63,491 Shares available for grant under 2017 Equity Incentive Plan — 2,349,673 Total shares of common stock reserved 24,485,132 59,734,676 |
Stock Option Plan and Stock-b_2
Stock Option Plan and Stock-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Significant Assumptions | The significant assumptions used in these calculations are summarized as follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 (1) 2021 2020 Expected term (in years) 5.6 - 6.1 N/A 5.5 - 6.6 6.0 - 6.1 Expected volatility 93.0% - 93.7% N/A 92.0% - 94.2% 96.4% - 96.5% Expected dividend rate 0.0% N/A 0.0 % 0.0 % Risk free interest rate 0.91% - 1.02% N/A 0.53% - 1.02% 1.44% Stock price $10.10 - $11.16 N/A $7.56 - $11.16 $0.46 ________________ (1) There were no awards granted during the three months ended June 30, 2020. |
Schedule of Stock Option Activity | The following table summarizes option award activity during the six months ended June 30, 2021: Number of Stock Option Awards Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2020 5,145,547 $ 0.85 Granted 3,063,588 $ 9.92 Exercised (65,003) $ 0.72 Forfeited (129,253) $ 5.18 Outstanding as of June 30, 2021 8,014,879 $ 4.25 9.1 $ 46,968 Options vested and expected to vest as of June 30, 2021 8,014,879 $ 4.25 Vested and exercisable at June 30, 2021 1,177,340 $ 0.46 7.5 $ 11,346 |
Schedule of Restricted Stock Activity | Activity with respect to restricted stock during the six months ended June 30, 2021 was as follows: Number of Shares Underlying Outstanding Restricted Stock Weighted- Average Grant Date Fair Value Unvested, December 31, 2020 569,721 $ 0.00003 Vested (569,721) $ 0.00003 Unvested, June 30, 2021 — |
Schedule of Stock Based Compensation Expense | The following sets forth the total stock-based compensation expense for the Company’s stock options included in the Company’s condensed consolidated statement of operations: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2021 2020 2021 2020 Research and development $ 666 $ 24 $ 1,163 $ 29 General and administrative 1,154 17 1,993 31 Total stock-based compensation expense $ 1,820 $ 41 $ 3,156 $ 60 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Lessee, Operating Lease, Liability, Maturity | The following table summarizes the Company's future principal contractual obligations for operating lease commitments as of June 30, 2021: Lease Obligations (in thousands) Six months ending December 31, 2021 $ 1,298 Total future minimum lease payments 1,298 Less: Imputed interest (18) Total operating lease liabilities $ 1,280 |
Components of Lease Cost | The components of lease costs, which were included in operating expenses in condensed consolidated statements of operations, were as follows: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2021 2020 2021 2020 Fixed operating lease costs $ 362 $ 501 $ 863 $ 1,095 Variable operating lease costs 10 10 20 66 Short-term lease costs 440 — 619 — Sublease income — — — (77) Total lease costs $ 812 $ 511 $ 1,502 $ 1,084 |
Basic and Diluted Net Loss pe_2
Basic and Diluted Net Loss per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following tables set forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders for the three and six months ended June 30, 2021 and 2020: Three Months Ended June 30, Six Months Ended June 30, (in thousands, except share and per share amounts) 2021 2020 2021 2020 Numerator: Net loss attributable to common stockholders $ (10,713) $ (3,355) $ (19,122) $ (6,289) Denominator: Weighted average common shares outstanding 55,070,480 32,948,898 44,130,773 32,940,561 Less: Weighted-average unvested restricted shares and shares subject to repurchase — (4,764,366) (34,624) (5,618,947) Weighted average shares used in computing net loss per share attributable to common stockholders, basic and diluted 55,070,480 28,184,532 44,096,149 27,321,614 Net loss per share attributable to common stockholders, basic and diluted: $ (0.19) $ (0.12) $ (0.43) $ (0.23) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have had an antidilutive effect were as follows: Three and Six Months Ended June 30, 2021 2020 Convertible preferred stock (on an as-converted basis) — 52,175,965 Options to purchase common stock 8,014,879 2,124,022 Unvested restricted common stock — 3,988,044 Common stock warrants — 63,491 Total potentially dilutive common share equivalents 8,014,879 58,351,522 |
Description of Business and B_2
Description of Business and Basis of Presentation (Details) - USD ($) | Jun. 09, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||
Accumulated deficit | $ (49,447,000) | $ (30,325,000) | |
Cash, cash equivalents, and short-term investments | 373,100,000 | ||
Proceeds from sale of stock and reverse recapitalization transaction | 345,500,000 | ||
Payments of transaction costs | $ 8,100,000 | $ 18,200,000 | |
Private Placement | |||
Subsidiary, Sale of Stock [Line Items] | |||
Shares issued in transaction (in shares) | 20,000,000 | ||
Price per share (in dollars per share) | $ 10 | ||
Consideration received on transaction | $ 200,000,000 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Deferred offering costs | $ 0 | $ 200,000 |
Reverse Recapitalization - Narr
Reverse Recapitalization - Narrative (Details) | Jun. 09, 2021USD ($)$ / sharesshares | Jun. 30, 2021USD ($)shares | Jun. 30, 2021USD ($)shares | Jun. 30, 2020USD ($) | Jun. 08, 2021shares | Dec. 31, 2020shares |
Schedule Of Reverse Recapitalization [Line Items] | ||||||
Stock converted, value, reverse recapitalization | $ 900,000,000 | |||||
Recapitalization exchange ratio, per share (in dollars per share) | $ / shares | $ 10 | |||||
Recapitalization exchange ratio | 3.6281 | 3.6281 | 3.6281 | |||
Common stock, shares outstanding (in shares) | shares | 124,045,255 | 124,094,390 | 124,094,390 | 33,069,513 | ||
Stock converted, reverse recapitalization (in shares) | shares | 85,324,118 | |||||
Equity value | $ 900,000,000 | |||||
Stock options issued and outstanding (in shares) | shares | 7,106,767 | 8,014,879 | 8,014,879 | 5,145,547 | ||
Net proceeds from reverse recapitalization and PIPE financing | $ 335,400,000 | $ 335,409,000 | $ 0 | |||
Cash acquired through reverse recapitalization | 135,400,000 | |||||
Reverse recapitalization, cash paid to shareholders | 10,100,000 | |||||
Gross proceeds from private placement | 200,000,000 | |||||
Payments of transaction costs | $ 8,100,000 | $ 18,200,000 | ||||
Arya Sciences Acquisition Corp III | ||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||
Common stock, shares outstanding (in shares) | shares | 18,721,137 | 19,186,500 | ||||
Private Placement | ||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||
Shares issued in transaction (in shares) | shares | 20,000,000 | |||||
Consideration received on transaction | $ 200,000,000 | |||||
Options | ||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||
Stock converted, value, reverse recapitalization | $ 24,300,000 |
Reverse Recapitalization - Shar
Reverse Recapitalization - Shares Reconciliation (Details) - shares | Jun. 09, 2021 | Jun. 30, 2021 | Jun. 08, 2021 | Dec. 31, 2020 |
Schedule Of Reverse Recapitalization [Line Items] | ||||
Common stock, shares outstanding (in shares) | 124,045,255 | 124,094,390 | 33,069,513 | |
Common Stock of Arya (in shares) | 18,721,137 | |||
Shares issued in PIPE Financing (in shares) | 20,000,000 | |||
Merger and PIPE Financing shares (in shares) | 38,721,137 | |||
Legacy Nautilus shares (in shares) | 85,324,118 | |||
Arya Sciences Acquisition Corp III | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Common stock, shares outstanding (in shares) | 18,721,137 | 19,186,500 | ||
Less redemption of Arya shares (in shares) | (465,363) |
Fair Value Measurements - Nauti
Fair Value Measurements - Nautilus (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | $ 388,420 | |
Gains | 6 | |
Losses | (16) | |
Fair Value | 388,410 | |
Cash and cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 288,387 | |
Short-term investments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 84,757 | |
Long-term investments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 15,266 | |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 189,427 | $ 76,739 |
Gains | 6 | 4 |
Losses | 0 | (1) |
Fair Value | 189,433 | 76,742 |
Level 1 | Cash and cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 174,167 | 36,607 |
Level 1 | Short-term investments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 0 | 40,135 |
Level 1 | Long-term investments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 15,266 | 0 |
Level 1 | Mutual funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 174,167 | 36,607 |
Gains | 0 | 0 |
Losses | 0 | 0 |
Fair Value | 174,167 | 36,607 |
Level 1 | Mutual funds | Cash and cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 174,167 | 36,607 |
Level 1 | Mutual funds | Short-term investments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 0 | 0 |
Level 1 | Mutual funds | Long-term investments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 0 | 0 |
Level 1 | U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 15,260 | 40,132 |
Gains | 6 | 4 |
Losses | 0 | (1) |
Fair Value | 15,266 | 40,135 |
Level 1 | U.S. treasury securities | Cash and cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 0 | 0 |
Level 1 | U.S. treasury securities | Short-term investments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 0 | 40,135 |
Level 1 | U.S. treasury securities | Long-term investments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 15,266 | $ 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 198,993 | |
Gains | 0 | |
Losses | (16) | |
Fair Value | 198,977 | |
Level 2 | Cash and cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 114,220 | |
Level 2 | Short-term investments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 84,757 | |
Level 2 | Long-term investments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 0 | |
Level 2 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 192,138 | |
Gains | 0 | |
Losses | (15) | |
Fair Value | 192,123 | |
Level 2 | Commercial paper | Cash and cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 114,220 | |
Level 2 | Commercial paper | Short-term investments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 77,903 | |
Level 2 | Commercial paper | Long-term investments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 0 | |
Level 2 | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 6,855 | |
Gains | 0 | |
Losses | (1) | |
Fair Value | 6,854 | |
Level 2 | Corporate debt securities | Cash and cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 0 | |
Level 2 | Corporate debt securities | Short-term investments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 6,854 | |
Level 2 | Corporate debt securities | Long-term investments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | $ 0 |
Composition of Certain Conden_3
Composition of Certain Condensed Consolidated Financial Statement Line Items - Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||||
Less: Accumulated depreciation | $ (1,764) | $ (1,764) | $ (1,285) | ||
Property and equipment, net | 1,941 | 1,941 | 1,371 | ||
Depreciation | 300 | $ 200 | 479 | $ 327 | |
Laboratory equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 3,268 | 3,268 | 2,256 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 176 | 176 | 169 | ||
Furniture, fixtures and office equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 126 | 126 | 126 | ||
Computer hardware | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 114 | 114 | 105 | ||
Depreciable Property, Plant and Equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 3,684 | 3,684 | 2,656 | ||
Property and equipment, net | 1,920 | 1,920 | 1,371 | ||
Construction in progress | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | $ 21 | $ 21 | $ 0 |
Composition of Certain Conden_4
Composition of Certain Condensed Consolidated Financial Statement Line Items - Other Long-term Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Restricted cash | $ 612 | $ 612 |
Deferred offering costs | 0 | 212 |
Deposits | 0 | 315 |
Total | $ 612 | $ 1,139 |
Composition of Certain Conden_5
Composition of Certain Condensed Consolidated Financial Statement Line Items - Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Employee compensation | $ 595 | $ 484 |
Accrued professional and consulting fees | 347 | 452 |
Other | 374 | 133 |
Total | $ 1,316 | $ 1,069 |
Composition of Certain Conden_6
Composition of Certain Condensed Consolidated Financial Statement Line Items - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and cash equivalents | $ 288,387 | $ 36,607 | ||
Restricted cash included in other long term assets | 612 | 612 | ||
Total | $ 288,999 | $ 37,219 | $ 32,871 | $ 595 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock - Narrative (Details) | Jun. 30, 2021shares |
Temporary Equity [Abstract] | |
Redeemable convertible preferred stock, shares issued (in shares) | 0 |
Redeemable convertible preferred stock, shares outstanding (in shares) | 0 |
Common Stock - Narrative (Detai
Common Stock - Narrative (Details) $ in Thousands | Jun. 09, 2021USD ($)shares | Jun. 30, 2021USD ($)shares | Jun. 30, 2021USD ($)shares | Jun. 30, 2021USD ($)shares | Dec. 31, 2020shares | Jun. 30, 2020shares | Dec. 31, 2017shares |
Equity [Abstract] | |||||||
Issuance of common stock upon the reverse recapitalization, net of issuance costs (in shares) | 38,721,137 | ||||||
Issuance of common stock upon the reverse recapitalization, net of issuance costs | $ | $ 327,300 | $ 327,280 | $ 327,280 | ||||
Payments of transaction costs | $ | $ 8,100 | $ 18,200 | |||||
Common stock, shares outstanding (in shares) | 124,045,255 | 124,094,390 | 124,094,390 | 124,094,390 | 33,069,513 | ||
Common stock, shares issued (in shares) | 124,094,390 | 124,094,390 | 124,094,390 | 33,069,513 | |||
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 98,672,620 | |||
Warrants issued (in shares) | 0 | 0 | 0 | 0 | 63,491 | ||
Issuance of common stock upon exercise of warrants (in shares) | 62,722 | ||||||
Recapitalization exchange ratio | 3.6281 | 3.6281 | 3.6281 | 3.6281 |
Common Stock - Warrants (Detail
Common Stock - Warrants (Details) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Equity [Abstract] | ||
Number of Warrants Outstanding (in shares) | 0 | 63,491 |
Exercise Price (in dollars per share) | $ 0.12 |
Common Stock - Common Stock Res
Common Stock - Common Stock Reserved for Future Issuance (Details) - shares | Jun. 30, 2021 | Jun. 09, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | |||
Stock options issued and outstanding (in shares) | 8,014,879 | 7,106,767 | 5,145,547 |
Convertible preferred stock (in shares) | 0 | 52,175,965 | |
Common stock warrants outstanding (in shares) | 0 | 63,491 | |
Total shares of common stock reserved (in shares) | 24,485,132 | 59,734,676 | |
2021 Equity Incentive Plan | |||
Class of Stock [Line Items] | |||
Shares available for grant under equity plan (in shares) | 15,225,353 | 0 | |
2021 Employee Stock Purchase Plan | |||
Class of Stock [Line Items] | |||
Shares available for grant under equity plan (in shares) | 1,244,900 | 0 | |
2017 Equity Incentive Plan | |||
Class of Stock [Line Items] | |||
Shares available for grant under equity plan (in shares) | 0 | 2,349,673 | |
Total shares of common stock reserved (in shares) | 7,106,767 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 0 | $ 0 | $ 0 | $ 0 |
Stock Option Plan and Stock-b_3
Stock Option Plan and Stock-based Compensation - Narrative (Details) $ in Millions | 1 Months Ended | 5 Months Ended | 6 Months Ended | ||
Jan. 31, 2017shares | Jun. 30, 2021USD ($)shares | Jun. 30, 2021USD ($)shares | Jun. 09, 2021 | Dec. 31, 2020shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares of common stock reserved (in shares) | 24,485,132 | 24,485,132 | 59,734,676 | ||
Grants (in shares) | 964,503 | ||||
Unrecognized compensation expense | $ | $ 27.6 | $ 27.6 | |||
Unrecognized compensation expense, period for recognition | 3 years 5 months 23 days | ||||
Recapitalization exchange ratio | 3.6281 | 3.6281 | 3.6281 | ||
2021 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares available for grant under equity plan (in shares) | 15,225,353 | 15,225,353 | 0 | ||
Number of additional shares authorized (in shares) | 18,672,200 | ||||
Percentage of outstanding stock maximum | 5.00% | ||||
2021 Employee Stock Purchase Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares available for grant under equity plan (in shares) | 1,244,900 | 1,244,900 | 0 | ||
Number of additional shares authorized (in shares) | 3,734,500 | ||||
Percentage of outstanding stock maximum | 1.00% | ||||
2017 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares available for grant under equity plan (in shares) | 0 | 0 | 2,349,673 | ||
Shares of common stock reserved (in shares) | 7,106,767 | 7,106,767 | |||
Employee Stock | 2021 Employee Stock Purchase Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Purchase price of common stock, percent | 85.00% | ||||
Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Grants (in shares) | 32,652,640 | ||||
Award vesting period | 4 years |
Stock Option Plan and Stock-b_4
Stock Option Plan and Stock-based Compensation - Significant Assumptions (Details) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 0 | 3,063,588 | ||
Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected volatility, minimum | 93.00% | 92.00% | 96.40% | |
Expected volatility, maximum | 93.70% | 94.20% | 96.50% | |
Expected dividend rate | 0.00% | 0.00% | 0.00% | |
Risk free interest rate, minimum | 0.91% | 0.53% | ||
Risk free interest rate, maximum | 1.02% | 1.02% | ||
Risk free interest rate | 1.44% | |||
Stock price (in dollars per share) | $ 0.46 | |||
Options | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (in years) | 5 years 7 months 6 days | 5 years 6 months | 6 years | |
Stock price (in dollars per share) | $ 10.10 | $ 7.56 | ||
Options | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (in years) | 6 years 1 month 6 days | 6 years 7 months 6 days | 6 years 1 month 6 days | |
Stock price (in dollars per share) | $ 11.16 | $ 11.16 |
Stock Option Plan and Stock-b_5
Stock Option Plan and Stock-based Compensation - Stock Option Activity (Details) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2020shares | Jun. 30, 2021USD ($)$ / sharesshares | |
Number of Stock Option Awards | ||
Outstanding beginning balance (in shares) | shares | 5,145,547 | |
Granted (in shares) | shares | 0 | 3,063,588 |
Exercised (in shares) | shares | (65,003) | |
Forfeited (in shares) | shares | (129,253) | |
Outstanding ending balance (in shares) | shares | 8,014,879 | |
Options vested and expected to vest (in shares) | shares | 8,014,879 | |
Vested and exercisable (in shares) | shares | 1,177,340 | |
Weighted Average Exercise Price | ||
Outstanding beginning balance (in dollars per share) | $ / shares | $ 0.85 | |
Granted (in dollars per share) | $ / shares | 9.92 | |
Exercised (in dollars per share) | $ / shares | 0.72 | |
Forfeited (in dollars per share) | $ / shares | 5.18 | |
Outstanding ending balance (in dollars per share) | $ / shares | 4.25 | |
Options vested and expected to vest (in dollars per share) | $ / shares | 4.25 | |
Vested and exercisable (in dollars per share) | $ / shares | $ 0.46 | |
Options outstanding, weighted average remaining contractual life | 9 years 1 month 6 days | |
Vested and exercisable, weighted average remaining contractual life | 7 years 6 months | |
Options outstanding, aggregate intrinsic value | $ | $ 46,968,000 | |
Vested and exercisable, aggregate intrinsic value | $ | $ 11,346,000 |
Stock Option Plan and Stock-b_6
Stock Option Plan and Stock-based Compensation - Restricted Stock Activity (Details) - Restricted Stock | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Number of Shares Underlying Outstanding Restricted Stock | |
Unvested beginning balance (in shares) | 569,721 |
Vested (in shares) | (569,721) |
Unvested ending balance (in shares) | 0 |
Weighted- Average Grant Date Fair Value | |
Unvested beginning balance (in dollars per share) | $ / shares | $ 0.00003 |
Vested (in dollars per share) | $ / shares | $ 0.00003 |
Stock Option Plan and Stock-b_7
Stock Option Plan and Stock-based Compensation - Stock Based Compensation Expense (Details) - Options - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 1,820 | $ 41 | $ 3,156 | $ 60 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 666 | 24 | 1,163 | 29 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 1,154 | $ 17 | $ 1,993 | $ 31 |
Commitment and Contingencies -
Commitment and Contingencies - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | ||
Feb. 28, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Lessee, Lease, Description [Line Items] | ||||
Open purchase commitment | $ 1,400 | |||
Operating lease, noncash adjustment | $ 3,300 | |||
Total minimum lease payments | 1,298 | |||
Cash paid for lease liabilities included in operating activities | $ 800 | $ 800 | ||
Weighted average remaining lease term | 6 months | |||
Weighted average discount rate | 10.00% | |||
Short-term lease payments | $ 600 | |||
Letters of credit | $ 600 | |||
September 2021 to September 2031 | ||||
Lessee, Lease, Description [Line Items] | ||||
Term of contract | 10 years | |||
Total minimum lease payments | $ 42,100 | |||
February 2021 to October 2021 | ||||
Lessee, Lease, Description [Line Items] | ||||
Total minimum lease payments | $ 1,200 |
Commitment and Contingencies _2
Commitment and Contingencies - Components of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Fixed operating lease costs | $ 362 | $ 501 | $ 863 | $ 1,095 |
Variable operating lease costs | 10 | 10 | 20 | 66 |
Short-term lease costs | 440 | 0 | 619 | 0 |
Sublease income | 0 | 0 | 0 | (77) |
Total lease costs | $ 812 | $ 511 | $ 1,502 | $ 1,084 |
Commitment and Contingencies _3
Commitment and Contingencies - Lease Maturity (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remainder of fiscal year | $ 1,298 |
Total future minimum lease payments | 1,298 |
Less: Imputed interest | (18) |
Total operating lease liabilities | $ 1,280 |
Basic and Diluted Net Loss pe_3
Basic and Diluted Net Loss per Share - Basic and Diluted Not Loss per Share (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2020USD ($)$ / sharesshares | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2020USD ($)$ / sharesshares | Jun. 09, 2021 | |
Earnings Per Share [Abstract] | |||||
Net loss attributable to common stockholders, basic | $ | $ (10,713) | $ (3,355) | $ (19,122) | $ (6,289) | |
Net loss attributable to common stockholders, diluted | $ | $ (10,713) | $ (3,355) | $ (19,122) | $ (6,289) | |
Weighted average common shares outstanding (in shares) | 55,070,480 | 32,948,898 | 44,130,773 | 32,940,561 | |
Less: Weighted-average unvested restricted shares and shares subject to repurchase | 0 | (4,764,366) | (34,624) | (5,618,947) | |
Weighted average shares used in computing net loss per share attributable to common stockholders, basic (in shares) | 55,070,480 | 28,184,532 | 44,096,149 | 27,321,614 | |
Weighted average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) | 55,070,480 | 28,184,532 | 44,096,149 | 27,321,614 | |
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ / shares | $ (0.19) | $ (0.12) | $ (0.43) | $ (0.23) | |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ / shares | $ (0.19) | $ (0.12) | $ (0.43) | $ (0.23) | |
Recapitalization exchange ratio | 3.6281 | 3.6281 | 3.6281 |
Basic and Diluted Net Loss pe_4
Basic and Diluted Net Loss per Share - Antidilutive Securities (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive common share equivalents | 8,014,879 | 58,351,522 | 8,014,879 | 58,351,522 |
Convertible preferred stock (on an as-converted basis) | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive common share equivalents | 0 | 52,175,965 | 0 | 52,175,965 |
Options to purchase common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive common share equivalents | 8,014,879 | 2,124,022 | 8,014,879 | 2,124,022 |
Unvested restricted common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive common share equivalents | 0 | 3,988,044 | 0 | 3,988,044 |
Common stock warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive common share equivalents | 0 | 63,491 | 0 | 63,491 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | Aug. 10, 2021 | Jun. 30, 2021 |
Subsequent Event [Line Items] | ||
Total minimum lease payments | $ 1,298 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Term of contract | 7 years | |
Total minimum lease payments | $ 4,500 |