Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 18, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Entity Registrant Name | NUVATION BIO INC. | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001811063 | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Address, Address Line One | 1500 Broadway | ||
Entity Address, Address Line Two | Suite 1401 | ||
Entity Address, City or Town | New York | ||
Entity Address, Postal Zip Code | 10036 | ||
City Area Code | 332 | ||
Local Phone Number | 208-6102 | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity File Number | 001-39351 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 85-0862255 | ||
Entity Interactive Data Current | Yes | ||
Entity Address, State or Province | NY | ||
Document Transition Report | false | ||
Document Annual Report | true | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 1,340,000,971 | ||
ICFR Auditor Attestation Flag | true | ||
Auditor Name | KPMG LLP | ||
Auditor Location | Short Hills, New Jersey | ||
Auditor Firm ID | 185 | ||
Class A Common Stock [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A Common Stock, Par Value $0.0001 Per Share | ||
Trading Symbol | NUVB | ||
Security Exchange Name | NYSE | ||
Entity Common Stock, Shares Outstanding | 218,059,125 | ||
Class B Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 1,000,000 | ||
Warrant | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants to Purchase Class A Common Stock | ||
Trading Symbol | NUVB.WS | ||
Security Exchange Name | NYSE |
Consolidated Balance Sheet
Consolidated Balance Sheet - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash equivalents | $ 132,423 | $ 29,755 |
Prepaid expenses and other current assets | 3,642 | 914 |
Marketable securities | 632,969 | 185,997 |
Interest receivable on marketable securities | 3,039 | 1,092 |
Deferred financing costs | 0 | 2,925 |
Total Current Assets | 772,073 | 220,683 |
Property and equipment, net | 786 | 688 |
Lease security deposit | 421 | 421 |
Right of use asset | 2,871 | |
Total Assets | 776,151 | 221,792 |
Current liabilities | ||
Accounts payable | 3,925 | 2,171 |
Current operating lease liabilities | 863 | |
Accrued expenses | 12,137 | 4,380 |
Total Current Liabilities | 16,925 | 6,551 |
Warrant Liability | 11,037 | |
Non-current operating lease liabilities | 2,192 | |
Deferred rent - non current | 157 | |
Total Liabilities | 30,154 | 6,708 |
Commitments and contingencies | ||
Stockholders' Equity | ||
Class A and Class B common stock and additional paid in capital, $0.0001 par value per share; 1,060,000,000 (Class A 1,000,000,000,Class B 60,000,000) and 1,174,094,678 (Class A 880,000,000, Class B 294,094,678) shares authorized as of December 31, 2021 and December 31, 2020, respectively, 217,948,568 (Class A 216,948,568, Class B 1,000,000) and 149,042,155 (Class A 91,397,142, Class B 57,645,013) shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively | 909,985 | 289,482 |
Accumulated deficit | (162,803) | (75,955) |
Accumulated other comprehensive (loss) income | (1,185) | 1,557 |
Total Stockholders' Equity | 745,997 | 215,084 |
Total Liabilities and Stockholders' Equity | $ 776,151 | $ 221,792 |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parentheticals) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Common stock and additional paid in capital, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock and additional paid in capital, shares authorized | 1,060,000,000 | 1,174,094,678 |
Common stock and additional paid in capital, shares issued | 217,948,568 | 149,042,155 |
Common stock and additional paid in capital, shares outstanding | 217,948,568 | 149,042,155 |
Class A Shares [Member] | ||
Common stock and additional paid in capital, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock and additional paid in capital, shares authorized | 1,000,000,000 | 880,000,000 |
Common stock and additional paid in capital, shares issued | 216,948,568 | 91,397,142 |
Common stock and additional paid in capital, shares outstanding | 216,948,568 | 91,397,142 |
Class B Shares [Member] | ||
Common stock and additional paid in capital, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock and additional paid in capital, shares authorized | 60,000,000 | 294,094,678 |
Common stock and additional paid in capital, shares issued | 1,000,000 | 57,645,013 |
Common stock and additional paid in capital, shares outstanding | 1,000,000 | 57,645,013 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating expenses: | ||
Research and development | $ 69,037 | $ 32,603 |
General and administrative | 24,281 | 10,948 |
Total operating expenses | 93,318 | 43,551 |
Loss from operations | (93,318) | (43,551) |
Other income (expense): | ||
Interest income | 2,963 | 1,945 |
Investment advisory fees | (644) | (271) |
Change in fair value of warrants liability | 4,231 | 0 |
Net (loss) gain on marketable securities | 80 | 218 |
Total other income (expense), net | 6,470 | 1,892 |
Loss before income taxes | (86,848) | (41,659) |
Provision for income taxes | 0 | 0 |
Net loss | $ (86,848) | $ (41,659) |
Net loss per share attributable to common stockholders, basic and diluted | $ (0.44) | $ (0.43) |
Weighted average common shares outstanding, basic and diluted | 197,887 | 97,530 |
Comprehensive loss: | ||
Net loss | $ (86,848) | $ (41,659) |
Other comprehensive income (loss), net of taxes: | ||
Unrealized (loss) gain on available-for-sale securities, net | (2,742) | 1,136 |
Comprehensive loss | $ (89,590) | $ (40,523) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Class A Shares [Member] | Common Stock Including Additional Paid in Capital [Member] | Common Stock Including Additional Paid in Capital [Member]Class A Shares [Member] | Common Stock Including Additional Paid in Capital [Member]Class B Shares [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income [Member] | Prior Effect Of Business Combination Transaction [Member] | Prior Effect Of Business Combination Transaction [Member]Redeemable Series A Convertible Preferred Stock [Member] | Prior Effect Of Business Combination Transaction [Member]Common Stock Including Additional Paid in Capital [Member] | Prior Effect Of Business Combination Transaction [Member]Common Stock Including Additional Paid in Capital [Member]Class A Shares [Member] | Prior Effect Of Business Combination Transaction [Member]Accumulated Deficit [Member] | Prior Effect Of Business Combination Transaction [Member]Accumulated Other Comprehensive Income [Member] | |
Balance at Dec. 31, 2019 | $ 117,748 | $ 151,623 | $ (34,296) | $ 421 | $ (24,116) | $ 141,864 | $ 9,759 | $ (34,296) | $ 421 | |||||
Balance (in Shares) at Dec. 31, 2019 | 114,567,272 | 184,501,999 | 400,000,000 | |||||||||||
Retroactive Application Of Recapitalization Of Preferred Stock Due To Business Combination Transaction Shares | (184,501,999) | 36,163,932 | ||||||||||||
Retroactive Application Of Recapitalization Of Preferred Stock Due To Business Combination Transaction Value | $ 141,864 | $ (141,864) | $ 141,864 | |||||||||||
Retroactive Application Of Recapitalization Of Common Stock Due To Business Combination Transaction Shares | (321,596,660) | |||||||||||||
Shares Exchanged In Recapitalization | (57,645,013) | 57,645,013 | ||||||||||||
Issuance of common stock | [1] | 135,657 | 135,657 | |||||||||||
Issuance of common stock, shares | [1] | 34,474,883 | ||||||||||||
Stock based compensation | 2,202 | 2,202 | ||||||||||||
Net loss | (41,659) | (41,659) | ||||||||||||
Other comprehensive income (loss) | 1,136 | 1,136 | ||||||||||||
Balance at Dec. 31, 2020 | 215,084 | 289,482 | (75,955) | 1,557 | ||||||||||
Balance (in Shares) at Dec. 31, 2020 | 91,397,142 | 57,645,013 | ||||||||||||
Shares Exchanged In Recapitalization | 281,130,898 | |||||||||||||
Issuance and exchange of common stock, net of issuance cost upon the Merger (see Note 3) | 606,690 | 606,690 | ||||||||||||
Issuance and exchange of common stock, net of issuance cost upon the Merger (see Note 3), shares | 125,252,913 | (56,645,013) | ||||||||||||
Issuance of common stock | 3,787 | 3,787 | ||||||||||||
Issuance of common stock, shares | 368,408 | |||||||||||||
Treasury stock, acquired and retired, at cost | (368,408) | |||||||||||||
Issuance of common stock for purchase under ESPP, value | 308 | 308 | ||||||||||||
Issuance of common stock for purchase under ESPP, shares | 40,118 | |||||||||||||
Exercise of stock options | 450 | 450 | ||||||||||||
Exercise of stock options, shares | 258,395 | |||||||||||||
Stock based compensation | 9,268 | 9,268 | ||||||||||||
Net loss | (86,848) | (86,848) | ||||||||||||
Other comprehensive income (loss) | (2,742) | (2,742) | ||||||||||||
Balance at Dec. 31, 2021 | $ 745,997 | $ 909,985 | $ (162,803) | $ (1,185) | ||||||||||
Balance (in Shares) at Dec. 31, 2021 | 216,948,568 | 1,000,000 | ||||||||||||
[1] | Reflected net of deemed dividend and beneficial conversion feature (see note 8) |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity (Parentheticals) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Class of Warrant or Right [Line Items] | |
Issuance of shares, value | $ 17 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Cash Flows from Operating Activities: | |||
Net loss | $ (86,848) | $ (41,659) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Issuance of common stock | 3,787 | 135,657 | [1] |
Stock-based compensation | 9,268 | 2,202 | |
Depreciation and amortization | 184 | 103 | |
Non-cash lease expense | 184 | ||
Change in fair value of warrant liability | (4,231) | 0 | |
Net amortization on marketable securities | (4,593) | (933) | |
Net loss (gain) on marketable securities | 80 | (218) | |
Change in operating assets and liabilities (net of assets and liabilities acquired in the Merger) | |||
Prepaid expenses and other current assets | (2,416) | (727) | |
Interest receivable on marketable securities | (1,947) | (264) | |
Accounts payable | 1,861 | 34 | |
Accrued expenses | 7,452 | 2,921 | |
Deferred rent | (157) | 146 | |
Net cash used in operating activities | (68,190) | (36,529) | |
Cash Flows from Investing Activities: | |||
Purchases of marketable securities | (609,300) | (143,289) | |
Proceeds from sale of marketable securities | 154,913 | 70,606 | |
Proceeds from investment held to maturity | 2,508 | ||
Purchases of property and equipment | (282) | (145) | |
Net cash (used in) provided by investing activities | (454,669) | (70,320) | |
Cash Flows from Financing Activities: | |||
Proceeds from the Merger, net of offering costs paid (see Note 3) | 624,769 | ||
Proceeds from issuance of stock, net of issuance costs | 135,657 | ||
Proceeds from issuance of common stock under ESPP | 308 | ||
Proceeds from exercises of options | 450 | ||
Deferred financing costs | (2,522) | ||
Net cash provided by financing activities | 625,527 | 133,135 | |
Net increase in cash and cash equivalents | 102,668 | 26,286 | |
Cash and cash equivalents, beginning of the period | 29,755 | 3,469 | |
Cash and cash equivalents, end of the period | 132,423 | 29,755 | |
Non-cash operating activity: | |||
Right-of-use asset obtained in exchange for operating lease liability | 3,917 | ||
Non-cash investing and financing activity: | |||
Issuance of common stock for in-process research and development | 3,787 | ||
Deferred financing costs in accounts payable and accrued expenses | $ 0 | $ 403 | |
[1] | Reflected net of deemed dividend and beneficial conversion feature (see note 8) |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Description of Organization and Business Operations | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Nuvation Bio Inc. and subsidiaries (“Nuvation Bio”), a Delaware corporation, is a biopharmaceutical company tackling some of the greatest unmet needs in oncology by developing differentiated and novel therapeutic candidates. Nuvation Bio was incorporated on March 20, 2018 (inception date) and has offices in New York and San Francisco. On February 10, 2021, (the “Closing Date”), Nuvation Bio Inc., a Delaware corporation (“Legacy Nuvation Bio”), Panacea Acquisition Corp. (“Panacea”), and Panacea Merger Subsidiary Corp, a Delaware corporation and a direct, wholly owned subsidiary of Panacea (“Merger Sub”) consummated the transactions contemplated by an Agreement and Plan of Merger among them dated October 20, 2020 (“Merger Agreement”). Pursuant to the terms of the Merger Agreement, a business combination of Panacea and Legacy Nuvation Bio was effected through the merger of Merger Sub with and into Legacy Nuvation Bio, with Legacy Nuvation Bio surviving as a wholly owned subsidiary of Panacea (the “Merger”) and, collectively with the other transactions described in the Merger Agreement. On the Closing Date, Legacy Nuvation Bio changed its name to Nuvation Bio Operating Company Inc. and Panacea changed its name to Nuvation Bio Inc. (the “Company” or “Nuvation Bio”). |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 2. SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented. Principles of Consolidation The consolidated financial statements include the balances of the Company and its subsidiaries. All intercompany transactions and balances are eliminated in consolidation. Liquidity As of December 31, 2021, the Company has an accumulated deficit of approximately $ 162.8 million and net cash used in operating activities was approximately $ 68.2 million for the year ended December 31, 2021. Management expects to continue to incur operating losses and negative cash flows from operations for the foreseeable future. As of December 31, 2021, the Company had cash, cash equivalents, and marketable securities of $ 765.4 million. The Company believes that its existing cash, cash equivalents, and marketable securities will be sufficient to meet its cash commitments for at least the next 12 months after the date that these consolidated financial statements are issued. The Company’s research and development activities can be costly, and the timing and outcomes are uncertain. The assumptions upon which the Company has based its estimates are routinely evaluated and may be subject to change. The actual amount of the Company’s expenditures will vary depending upon a number of factors including but not limited to the progress of the Company’s research and development activities and the level of financial resources available. Significant Risks and Uncertainties The Company’s operations are subject to a number of factors that can affect its operating results and financial condition. Such factors include, but are not limited to: the results of research and development, clinical testing and trial activities of the Company’s products, the Company’s ability to obtain regulatory approval to market its products, competition from products manufactured and sold or being developed by other companies, the price of, and demand for, Company’s products, the Company’s ability to negotiate favorable licensing or other manufacturing and marketing agreements for its products, and the Company’s ability to raise capital. The Company currently has no commercially approved products and there can be no assurance that the Company’s research and development will be successfully commercialized. Developing and commercializing a product requires significant time and capital and is subject to regulatory review and approval as well as competition from other biotechnology and pharmaceutical companies. The Company operates in an environment of rapid change and is dependent upon the continued services of its employees and vendors and obtaining and protecting intellectual property. The COVID-19 pandemic has not had a material adverse impact on the Company’s operations to date, however this disruption, if sustained or recurrent, could have a material adverse effect on the Company’s operating results and the Company’s overall financial condition. Emerging Growth Company Upon the completion of the Company’s Merger, the Company elected to be an Emerging Growth Company (“EGC”), as defined in the Jumpstart Our Business Startups Act (“JOBS Act”). Effective December 31, 2021, the Company lost its EGC status and is now categorized as a Large Accelerated Filer based upon the current market capitalization of the Company according to Rule 12b-2 of the Exchange Act. The Company is a smaller reporting company but will cease to report as a smaller reporting company commencing with its Quarterly Report on Form 10-Q for the quarter ending March 31, 2022. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the year. Accordingly, actual results could differ from those estimates and those differences could be significant. Significant estimates and assumptions reflected in the accompanying consolidated financial statements include, but are not limited to, the fair value of in-process research and development acquired, warrant liabilities, leases, stock options granted and depreciation expense. Cash and Cash Equivalents Cash equivalents include short-term, highly liquid instruments, consisting of money market accounts, a money market mutual fund and short-term investments with maturities from the date of purchase of 90 days or less. The majority of cash and cash equivalents are maintained with major financial institutions in North America. Deposits with these financial institutions may exceed the amount of insurance provided on such deposits. These deposits may be redeemed upon demand which reduces counterparty performance risk. Marketable Securities Debt securities have been classified as available-for-sale which may be sold before maturity or are not classified as held to maturity or trading. Marketable debt securities classified as available-for-sale are carried at fair value with unrealized gains or losses reported in other comprehensive income (loss). Exchange traded funds are equity securities, which are reported as marketable securities, with readily determinable fair values are also carried at fair value with unrealized gains and losses included in other (expense) income, net. Realized gains and losses on both debt and equity securities are included in other (expense) income, net. For securities in an unrealized loss positions, management considers the extent and duration of the unrealized loss, and the financial condition and near-term prospects of the issuer. Management also assesses whether it intends to sell, or it is more likely than not that it will be required to sell, a security in an unrealized loss position before recovery of its amortized cost basis. If management determines there is any other than temporary impairment, the entire difference between amortized cost and fair value is recognized as impairment through earnings. Interest income includes amortization and accretion of purchase premium and discount. Premiums and discounts on debt securities are amortized on the effective-interest method. Gains and losses on sales are recorded on the settlement date and determined using the specific identification method. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash, cash equivalents and marketable securities. The Company maintains its cash and cash equivalent balances in the form of business checking accounts and money market accounts, the balances of which, at times, may exceed federally insured limits. Exposure to cash and cash equivalents credit risk is reduced by placing such deposits with major financial institutions and monitoring their credit ratings. Marketable securities consist primarily of government and corporate bonds, municipal securities and exchange traded fund with fixed interest rates. Exposure to credit risk of marketable securities is reduced by maintaining a diverse portfolio and monitoring their credit ratings. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the related assets of generally five years for computers and seven years for furniture and equipment. The cost of leasehold improvements is amortized on the straight-line method over the lesser of the estimated asset life or remaining term of the lease. Maintenance costs are expensed as incurred, while major betterments are capitalized. Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable and an impairment assessment may be performed on the recoverability or the carrying amounts. If an impairment occurs, the loss is measured by comparing the fair value of the asset to its carrying amount. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their fair value on the date of issuance and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. Following the Merger, there were 5,787,472 warrants to purchase common stock outstanding, consisting of 4,791,639 Public Warrants, 162,500 Private Placement Warrants and 833,333 Forward Purchase Warrants (as defined below). Each whole warrant entitles the registered holder to purchase one share of our Class A common stock at a price of $ 11.50 per share. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of our Class A common stock. The Company evaluated Public Warrants, Private Placement Warrants and Forward Purchase Warrants (the “Warrants”) under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and concluded that they do not meet the criteria to be classified in stockholders’ equity. Specifically, the settlement value of the Warrants is dependent, in part, on the holder of the Warrants at the time of settlement. Because the holder of an instrument is not an input into the pricing of a fixed-for-fixed option on our common stock, the Warrants fail the indexation guidance in ASC 815-40, which would preclude classification in stockholders’ equity. Additionally, the exercise of the Warrants may be settled in cash upon the occurrence of a tender offer or exchange that involves more than 50% of the outstanding shares of the Company’s common stock. Because not all of the Company’s stockholders need to participate in such tender offer or exchange to trigger the potential cash settlement and the Company does not control the occurrence of such an event, the Company concluded that the Warrants do not meet the conditions to be classified in equity. Since the Warrants meet the definition of a derivative under ASC 815, the Company recorded these Warrants as liabilities on the balance sheet at fair value upon the closing of the Merger, with subsequent changes in their respective fair values recognized in the consolidated statement of operations and comprehensive loss at each reporting date. The fair value of Public and Forward Purchase Warrants was determined using the closing price of the warrants on the NYSE market. The fair value of the Private Warrants was estimated using a Black-Scholes option pricing formula (see Note 4). Leases The Company determines if an arrangement contains a lease at inception. For arrangements where the Company is the lessee, operating leases are included in operating lease right-of-use, or ROU assets; current operating lease liabilities; and non-current operating lease liabilities on its balance sheets. The Company currently does not have any finance leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. ROU assets also include any initial direct costs incurred and any lease payments made on or before the lease commencement date, less lease incentives received. The Company uses its incremental borrowing rate based on the information available at the commencement date in determining the lease liabilities as the Company’s leases generally do not provide an implicit rate. The incremental borrowing rate is reevaluated upon a lease modification. The operating lease ROU asset also includes any initial direct costs and prepaid lease payments made less any lease incentives. The Company considered information available at the adoption date of Topic 842 to determine the incremental borrowing rate for leases in existence as of this date. The incremental borrowing rate used was the weighted average rate between secured and unsecured lending arrangement. Lease terms may include options to extend or terminate the lease when the Company is reasonably certain that the option will be exercised. Variable payments included in the lease agreement are expensed as incurred. Lease expense is recognized on a straight-line basis over the lease term. The Company elected to apply each of the practical expedients described in ASC Topic 842-10-65-1(f) which allow companies not to reassess: (i) whether any expired or existing agreements contain leases, (ii) the classification of any expired or existing leases, and (iii) the capitalization of initial direct costs for any existing leases. 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 short-term operating leases. A short-term operating lease is a lease that, at the commencement date, has a lease term of 12 months or less and does not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise. The Company also elected not to separate non-lease components from lease components and instead to account for each separate lease component and the non-lease components associated with that lease component as a single lease component. Deferred Financing Costs Costs incurred in advance related to the Merger as described in Note 3 were recorded as deferred financing costs on the condensed balance sheet as of December 31, 2020 and subsequently reclassified to additional paid in capital on the Closing Date of the Merger. Segment Information The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company’s operations are focused on oncology development activities. Research and Development Costs Costs incurred in connection with research and development activities are expensed as incurred. These costs include fees paid to consultants, vendors and various entities that perform certain research and testing on behalf of the Company. Stock-based Compensation The Company recognizes compensation cost for grants of employee stock options using a fair-value measurement method, that is recognized in operating results as compensation expense based on fair value over the requisite service period of the awards. Forfeitures are recorded as they occur instead of estimating forfeitures that are expected to occur. The Company determines the fair value of stock-based awards that are based only on a service condition using the Black-Scholes option-pricing model which uses both historical and current market data to estimate fair value. The method incorporates various assumptions such as the risk-free interest rate, volatility, dividend yield, and expected life of the options. The Company determines the fair value of stock-based awards that are based on both a service condition and achievement of the first to occur of a market or performance condition using a Monte Carlo simulation. Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. The difference between the financial statement and tax basis of assets and liabilities is determined annually. Deferred income tax assets and liabilities are computed for those differences that have future tax consequences using the currently enacted tax laws and rates that apply to the years in which they are expected to affect taxable income. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. The Company uses a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken, or expected to be taken, in a tax return. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate. The Company’s policy is to record interest and penalties related to income taxes as part of the tax provision. Returns for tax years beginning with those filed for the period ended December 31, 2018 are open to federal and state tax examination. Recent Accounting Pronouncements Adopted Standards In February 2016, the FASB issued Topic 842, which amended prior accounting standards for leases. The Company adopted Topic 842 on January 1, 2021, using the alternative modified retrospective transition method, with no restatement of prior periods or cumulative adjustment to retained earnings. Upon adoption, the Company elected the following package of practical expedients: (i) not to reassess whether any expired or existing contracts as of January 1, 2021, are or contain leases; (ii) not to reassess the lease classification for any expired or existing leases as of January 1, 2021; and (iii) not to reassess initial direct costs for any existing leases as of January 1, 2021. The Company also made an accounting policy election to not recognize any leases with an initial term of 12 months or less within its consolidated balance sheets and to recognize those lease payments on a straight-line basis in its consolidated statements of operations and comprehensive loss over the lease term. As a lessee, the primary impact of the adoption of Topic 842 was the recognition of operating lease right-of-use assets of $ 3.9 million, current operating lease liabilities of $ 1.0 mi llion and non-current operating lease liabilities of $ 3.1 million on its consolidated balance sheet as of January 1, 2021. The operating lease liability is determined as the present value of future lease payments using its incremental borrowing rate which is based on an estimated rate of interest that the Company would pay to borrow equivalent funds on a collateralized basis. The operating lease right-of use assets is based on the liability adjusted for any prepaid or deferred rent. The lease term is determined by considering whether renewal options and termination options are reasonably assured of exercise. The Company's operating lease agreements may include both lease and non-lease components, which are accounted for as a single lease component when the payments are fixed. Variable payments included in the lease agreement are expensed as incurred. The adoption of the leasing standard did not have an impact on the consolidated statement of operations and comprehensive loss. Standard Not Yet Effective In June 2016, the FASB issued Topic 326 on the measurement of credit losses for financial assets measured at amortized cost, which includes accounts receivable, and available-for-sale debt securities. The new guidance replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses and additional disclosures. As a smaller reporting company, this guidance is effective for fiscal years beginning after December 15, 2022. The Company is a smaller reporting company but will cease to report as a smaller reporting company commencing with its Quarterly Report on Form 10-Q for the quarter ending March 31, 2022. The Company is currently evaluating the potential impact of adopting this guidance on its financial statements. |
Merger
Merger | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
MERGER | NOTE 3. Merger On the Closing Date, Legacy Nuvation Bio, Panacea and Merger Sub consummated the transactions contemplated by a Merger Agreement. Pursuant to the terms of the Merger Agreement, a combination of Panacea and Legacy Nuvation Bio was effected through the Merger, collectively with the other transactions described in the Merger Agreement. On the Closing Date, Legacy Nuvation Bio changed its name to Nuvation Bio Operating Company Inc. and Panacea changed its name to Nuvation Bio Inc. In connection with the Merger Agreement, holders of 3,350 shares of Panacea Class A common stock, exercised their right to redeem their shares for cash at a redemption price of approximately $ 10.00 per share, for an aggregate redemption amount of approximately $ 0.03 million. On the Closing Date, a number of purchasers purchased from the Company an aggregate of 47,655,000 shares of Class A Common Stock (the “PIPE Shares”), for a purchase price of $ 10.00 per share and an aggregate purchase price of approximately $ 476.6 million. Additionally, on the Closing Date, certain purchasers purchased 2,500,000 shares of Class A Common Stock (the "Forward Purchase Shares") and 833,333 forward purchase warrants (the “Forward Purchase Warrants”) in a private placement at a price of $ 10.00 per share for an aggregate purchase price of $ 25.0 million (the “Forward Purchase”) pursuant to the terms of the forward purchase agreement (the “Forward Purchase Agreement”) that Panacea entered into in connection with Panacea’s initial public offering. The sales of the PIPE Shares, the Forward Purchase Shares and the Forward Purchase Warrants were consummated concurrently with the Merger on the Closing Date. At the effective time of the merger (the “Effective Time”): a) each share of Legacy Nuvation Bio Class A common stock and each share of Legacy Nuvation Bio Series A preferred stock issued and outstanding immediately prior to the Effective Time was converted and exchanged for approximately 0.196 shares (the “Exchange Ratio”) of Nuvation Bio Class A common stock. The Nuvation Bio Class A common stock has one vote per share ; b) each share of Legacy Nuvation Bio Class B common stock issued and outstanding immediately prior to the Effective Time (all of which will be owned by the founder (“Founder”) of Legacy Nuvation Bio) was canceled and converted into and exchanged for approximately 0.196 shares of the Nuvation Bio Class B common stock. Immediately following the Effective Time, the Founder voluntarily converted all but 1,000,000 shares of his Nuvation Bio Class B common stock into an equal number of shares of Nuvation Bio Class A common stock: and; c) each option to purchase Legacy Nuvation Bio Class A common stock (each, a “Company Option”) that was outstanding under Nuvation Bio’s 2019 Equity Incentive Plan immediately prior to the Effective Time, whether vested or unvested, was converted into an option to purchase a number of shares of Nuvation Bio Class A common stock equal to the product (rounded down to the nearest whole number) of (a) the number of shares of Legacy Nuvation Bio Class A common stock subject to such Company Option immediately prior to the Effective Time and (b) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (i) the exercise price per share of such Company Option immediately prior to the Effective Time divided by (ii) the Exchange Ratio. The merger was accounted for as a reverse capitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, Panacea is treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of the combined entity represent a continuation of the financial statements of Legacy Nuvation Bio with the Merger being treated as the equivalent of Legacy Nuvation Bio issuing stock for the net assets of Panacea, accompanied by a recapitalization. The net assets of Panacea are stated at fair value, with no goodwill or other intangible assets recorded. Operations prior to the merger are those of Legacy Nuvation Bio. Summary of Net Proceeds The following table summarizes the net proceeds from the Merger (in thousands): Panacea cash at bank and cash held in a trust account $ 144,642 Proceeds from PIPE investment and forward purchase agreement 501,550 Payment of underwriter fees and other offering costs ( 23,913 ) Payment to Panacea Class A common stockholders who ( 32 ) Net proceeds 622,247 Assumed assets and liabilities: Prepaid expenses 312 Accrued expenses ( 601 ) Warrant liability ( 15,268 ) Panacea equity at Effective Time $ 606,690 The underwriter fees and other offering costs in the table above include approximately $ 2.5 million in connection with the Merger that were paid in 2020 as well as $ 0.1 m illion of accrued expenses as of December 31, 2021. Summary of Shares Issued The following table summarized the number of shares of common stock outstanding immediately following the consummation of the Merger: Class A Class B Total Panacea shares outstanding prior to the Merger 14,862,500 3,593,750 18,456,250 Less: redemption of Panacea shares prior to the Merger ( 3,350 ) ( 3,350 ) Conversion of Panacea shares as a result of merger 3,593,750 ( 3,593,750 ) — Common stock of Panacea 18,452,900 — 18,452,900 Shares issued pursuant to the PIPE financing 47,655,000 — 47,655,000 Shares issued pursuant to the Forward Purchase 2,500,000 — 2,500,000 Issuance of shares upon the Merger 68,607,900 — 68,607,900 Conversion of Old Nuvation Redeemable Series A 68,097,805 — 68,097,805 Conversion of Old Nuvation Class A common stock 23,299,337 — 23,299,337 Conversion of Old Nuvation Class B common stock — 57,645,013 57,645,013 Conversion of Founder shares 56,645,013 ( 56,645,013 ) — Total shares of Nuvation Bio outstanding immediately 216,650,055 1,000,000 217,650,055 |
Fair Value Measurements and Mar
Fair Value Measurements and Marketable Securities Available-for-Sale | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Marketable Securities Available for Sale | NOTE 4. FAIR VALUE MEASUREMENTS AND MARKETABLE SECURITIES The Company provides disclosure of financial assets and financial liabilities that are carried at fair value based on the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements may be classified based on the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities using the following three levels: Level 1 — Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 — Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.) and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3 — Unobservable inputs that reflect the Company’s estimates of the assumptions that market participants would use in pricing the asset or liability. The Company develops these inputs based on the best information available, including its own data. The following table presents information about the Company’s marketable securities as of December 31, 2021 and 2020 and the Warrant liability as of December 31, 2021, measured at fair value on a recurring basis, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company’s Warrant liabilities are included within the Level 1 and Level 3 fair value hierarchy. The fair value of the Public and Forward Purchase Warrants is determined using the closing price of the warrants on the NYSE market. The fair value of the Private Placement Warrants is determined using the Black-Scholes option pricing formula. The primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility. The expected volatility was estimated considering observable Nuvation public warrant pricing, Nuvation’s own historical volatility and the volatility of guideline public companies. There have not been any transfers between the levels during the periods. December 31, 2021 Total Level 1 Level 2 Level 3 (In thousands) Financial assets: Cash equivalents: Money market funds $ 53,292 $ 53,292 $ — $ — Commercial paper 30,845 — 30,845 — Corporate bonds 571 — 571 — 84,708 53,292 31,416 — Marketable securities: Certificate of deposits 3,000 3,000 — Commercial paper 16,892 16,892 — U.S government and government agency securities 267,267 267,267 — Corporate bonds 320,192 320,192 — Municipal bonds 10,821 10,821 — Exchange traded fund 14,797 14,797 — — 632,969 14,797 618,172 — Total financial assets: $ 717,677 $ 68,089 $ 649,588 $ — Financial liabilities: Warrants $ 11,037 $ 10,631 $ 406 December 31, 2020 Total Level 1 Level 2 Level 3 (In thousands) Cash equivalents: Money market funds $ 400 $ 400 $ — $ — U.S government and government agency securities 9,999 — 9,999 — 10,399 400 9,999 — Marketable securities: U.S government and government agency securities 98,180 — 98,180 — Corporate bonds 87,817 — 87,817 — 185,997 — 185,997 — Total financial assets $ 196,396 $ 400 $ 195,996 $ — Marketable securities consist; U.S. government and government agency, certificate of deposits, commercial paper, corporate bond and municipal securities ("Debt Securities") and an exchange traded fund that primarily owns fixed income securities. Based on the Company’s intentions regarding its marketable securities, all Debt Securities are classified as available-for-sale and are carried at fair value based on the price that would be received upon sale of the security. All marketable securities in unrealized loss positions as of December 31, 2021 have been in such position for less than 12 continuous months. The following table provides the amortized cost, aggregate fair value, and unrealized gains (losses) of marketable securities as of December 31, 2021 and December 31, 2020: December 31, 2021 Amortized Unrealized Gains Unrealized Losses Fair Value (In thousands) Cash equivalents: Money market funds $ 53,292 $ — $ — $ 53,292 Commercial paper 30,845 — — 30,845 Corporate bonds 571 — — 571 84,708 — — 84,708 Marketable securities: Certificate of deposits 3,000 — — 3,000 Commercial paper 16,889 3 — 16,892 U.S government and government agency securities 267,792 213 ( 738 ) 267,267 Corporate bonds 320,827 147 ( 782 ) 320,192 Municipal bonds 10,849 — ( 28 ) 10,821 Exchange traded fund 14,963 — ( 166 ) 14,797 634,320 363 ( 1,714 ) 632,969 $ 719,028 $ 363 $ ( 1,714 ) $ 717,677 December 31, 2020 Amortized Unrealized Gains Unrealized Losses Fair Value (In thousands) Cash equivalents: Money market funds $ 400 $ — $ — $ 400 U.S. government and government agency securities 9,999 — — 9,999 10,399 — — 10,399 Marketable securities: U.S. government and government agency securities 97,495 685 — 98,180 Corporate bonds 86,945 872 — 87,817 184,440 1,557 — 185,997 $ 194,839 $ 1,557 $ — $ 196,396 There were no sales of equities securities for the year ended December 31, 2021. For the years ended December 31, 2021 and 2020, the activity related to the net gains (losses) on marketable securities included in other income (expense) on the consolidated statements of operations and comprehensive loss were as follows (in thousands): Years Ended December 31, 2021 2020 Realized gains (losses) on available-for-sale securities were as follows: Realized gains from sales of available-for-sale securities $ 88 $ 313 Realized losses from sales of available-for-sale securities ( 2 ) ( 95 ) 86 218 Net gains (losses) on equity securities were as follows: Net realized gains on equities sold — — Net unrealized losses on equities ( 166 ) — ( 166 ) — Total gain (losses) on marketable securities $ ( 80 ) $ 218 Maturity information based on fair value of the available-for-sale securities is as follows as of December 31, 2021: Within one year After one year Total (In thousands) Corporate bonds $ 172,637 $ 147,555 $ 320,192 U.S. government and government agency securities 137,505 129,762 267,267 Commercial paper 16,892 — 16,892 Municipal bonds 7,791 3,030 10,821 Certificate of deposits 3,000 — 3,000 $ 337,825 $ 280,347 $ 618,172 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 5. PROPERTY AND EQUIPMENT Property and equipment, net consisted of the following: December 31, 2021 2020 (In thousands) Computers $ 521 $ 248 Furniture and fixtures 312 312 Leasehold improvements 244 244 Total property and equipment 1,077 804 Less accumulated depreciation and amortization ( 291 ) ( 116 ) Total property and equipment, net $ 786 $ 688 Depreciation and amortization expense related to property and equipment was $ 0.2 million and $ 0.1 million for the years ended December 31, 2021 and 2020, respectively. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Liabilities, Current [Abstract] | |
ACCRUED EXPENSES | NOTE 6. ACCRUED EXPENSES Accrued expenses consisted of the following: December 31, 2021 2020 (In thousands) Accrued consultant fees $ 5,086 $ 278 Accrued employee compensation 6,165 3,231 Accrued professional fees 288 523 Accrued other taxes 402 — Accrued other 196 348 $ 12,137 $ 4,380 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | NOTE 7. LEASES Our principal executive office is located in New York, New York, where we lease approximately 7,900 square feet of office space under a lease that terminates in 2027 , with an option for the Company to extend the lease for an additional five years which is not reasonably assured of exercise. We also occupy approximately 8,200 square feet of office space in San Francisco, California, under a lease that terminates in 2022 with no option to extend. Operating lease expense was $ 1.3 million for the years ended December 31, 2021 and 2020. Expense related to variable leases was no t significant for the years ended December 31, 2021. Operating cash flows for the year ended December 31, 2021 included $ 1.2 million for operating leases. The following table presents the future minimum lease analysis of the Company's operating lease liabilities showing the aggregate lease payments as of December 31, 2021. December 31, 2021 (In thousands) 2022 $ 1,012 2023 552 2024 599 2025 615 2026 and thereafter 711 Total undiscounted lease payments 3,489 Less: imputed interest ( 434 ) Total operating lease liabilities $ 3,055 The weighted average incremental borrowing rate used to determine the operating lease liabilities was 6.0 %. The Company's weighted average remaining lease term was 4.44 years as of December 31, 2021. ASC Topic 840 Disclosures The following table presents the future minimum lease commitments under the Company’s operating leases as of December 31, 2020, as previously disclosed under prior lease accounting standards. December 31, 2020 (In thousands) 2021 $ 1,229 2022 1,013 2023 552 2024 599 2025 615 Thereafter 711 Total future minimum lease payments $ 4,719 |
Redeemable Series A Convertible
Redeemable Series A Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Redeemable Series A Convertible Preferred Stock | NOTE 8. REDEEMABLE SERIES A CONVERTIBLE PREFERRED STOCK As of December 31, 2020, one shareholder and certain other shareholders under common management owned approximately 49 % of the outstanding preferred stock. In connection with the Merger, all previously issued and outstanding Redeemable Series A Convertible Preferred Stock were exchanged for the Company’s Class A common stock pursuant to the Exchange Ratio established in the Merger Agreement. The Company had classified the redeemable convertible preferred stock outside of stockholders’ deficit because the shares contained certain redemption features that were not solely within the control of the Company. Beneficial Conversion Feature In 2020, the Company issued 175,884,898 shares of Redeemable Series A Convertible Preferred Stock (“Series A Preferred Stock”) with a beneficial conversion feature as the fair value of the common stock into which the preferred stock is convertible exceeded the purchase price of the preferred stock by $ 22.6 million on the date of issuance. The Company recognized $ 22.6 million of the gross proceeds received representing the beneficial conversion amount as an increase to additional paid in-capital and a corresponding $ 22.6 million reduction to additional paid in-capital for a one-time non-cash deemed dividend to the Series A Preferred Stock on the date of issuance, which is the date the stock first became convertible. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | NOTE 9. STOCKHOLDERS’ EQUITY Share Recapitalization prior to the Merger The consolidated statement of stockholders’ equity has been retroactively adjusted for all periods presented to reflect the Merger and reverse capitalization as discussed in Note 3, Merger. In connection with the Merger, all issued and outstanding Redeemable Series A Convertible Preferred Stock (discussed below) were exchanged for the Company’s Class A common stock pursuant to the Exchange Ratio in the Merger. The following discussion of share recapitalization occurred in 2020 prior to the Merger. On November 20, 2020, the Company amended its certificate of incorporation authorizing the issuance of three classes of stock designated as “Class A Common Stock”, “Class B Common Stock” and “Series A Preferred Stock”, respectively. As a result of the amended certificate of incorporation, each share of common stock issued and outstanding prior to the amendment was automatically reclassified and became one issued and fully paid share of Class A Common Stock. Immediately following the reclassification, the Company’s founder (“Founder”) exchanged 281,130,898 shares of the newly classified Class A Common Stock and 12,963,780 shares of Series A Preferred Stock owned into 294,094,678 shares of newly issued Class B Common Stock. The terms of the Stock Restriction Agreement, as discussed below, continues to apply to an equal number of shares Class B Common Stock. The holder of the Class B Common Stock had the option to convert each share into one fully paid share of Class A Common Stock at any time. Upon the earlier of the date (i) the Founder of the Company owns in aggregate fewer than 220,571,000 shares of Common Stock, (ii) the Founder no longer serves as the Company’s Chief Executive Office or (iii) the Founder’s death or disability, each share of Common B Common Stock shall automatically convert to one fully paid share of Class A Common Stock and the Company shall not issue any additional shares of Class B Common Stock. Each share of Class B Common Stock shall automatically convert into one paid share of Class A Common Stock upon any sale or disposition of a share of Class B Common Stock. In the event of liquidation, holders of the Class A and Class B Common Stock are entitled to share ratably in all the Company assets, after liquidation preferences of the preferred stock are satisfied. As of December 31, 2020, two shareholders owned approximately 95 % of the outstanding Class A common stock and the Founder owns 100 % of the outstanding Class B common stock. Common Stock As discussed in Note 3, Merger, the Company has retroactively adjusted the shares issued and outstanding prior to October 27, 2020 to give effect to the Exchange Ratio established in the Merger Agreement to determine the number of shares of common stock into which they were converted. As of December 31, 2021, there are 216,948,568 shares of Class A Common Stock and 1,000,000 shares of Class B Common Stock outstanding. As of December 31, 2021, the Founder owns 100 % of the outstanding Class B common stock. Class A Common Stock Issuance and Cancelation On March 26, 2021, the Company issued 368,408 fully paid shares of Class A Common Stock to a current common stockholder related to the final settlement of acquired in-process research and development pursuant to a prior asset acquisition agreement and concurrently acquired and retired without consideration the same number of shares of Class A Common Stock held by the Founder. The aggregate fair value for shares issued to current common stockholder is $ 3.8 million or $ 10.28 per share and classified as research and development expense on the Consolidated Statements of Operations and Comprehensive Loss, which represents payment of the contingent consideration for acquired in-process research development. The price per share of $ 10.28 is based on the Company’s closing stock price on March 26, 2021. Common Stock Restriction Agreement As a result of the Merger, the shares subject to the “Stock Restriction Agreement” between the Company and the Founder was adjusted based on the Exchange Ratio. The number of shares, as adjusted, subject to repurchase per the terms of the Stock Restriction Agreement is reduced each month by 1,101,240 Class A common shares and no common shares will be subject to repurchase by June 2022. As of December 31, 2021, there are 6,061,439 shares of Class A Common Stock subject to the repurchase option. Voting Holders of Class A and Class B common stock are entitled to one vote per share on all matters , except that the holders of Class A common stock do not participate in the election of the directors who are elected exclusively by the holders of Class B common stock. Holders of Class A and Class B common stock vote together as a single class on all matters, except that (i) the holders of Class B common stock have the right, voting as a separate class, to elect and remove without cause three directors plus at least 50% of any directors in excess of seven, and (ii) the approval of the holders of a majority of Class B common stock, voting as a separate class, is required for approval by the stockholders of any acquisition (whether by merger, sale of shares or sale of assets) or liquidation. There are no cumulative voting rights. Conversion Each share of Class B common stock will automatically convert into one share of Class A common stock upon transfer to a non-authorized holder. In addition, the Class B common stock is subject to a “sunset” provision under which all outstanding shares of Class B common stock will automatically convert into an equal number of shares of Class A common stock if ownership of shares of Class A and Class B common stock held by our President and Chief executive Officer, David Hung, M.D., falls below an aggregate of 43,188,000 shares or if Dr. Hung dies, becomes disabled or ceases to be our Chief Executive Officer, unless he is terminated from such position by us without cause. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | NOTE 10. NET LOSS PER SHARE As a result of the Merger, the Company has retroactively restated the weighted average shares outstanding prior to February 10, 2021 to give effect to the Exchange Ratio. Basic loss per share is computed by dividing net loss by the weighted-average number of shares of Class A and Class B common stock outstanding, but excluding shares of common stock subject to repurchase for the period. The number of common stock shares subject to repurchase was determined prospectively from the date of the Stock Restriction Agreement described in Note 9. Diluted loss per share reflects the potential dilution that could occur if the stock options to issue common stock were exercised. The Company had a net loss in all periods presented thus the dilutive net loss per common share is the same as the basic net loss per common share as the effect of any options or conversions is anti-dilutive. The earnings per share amounts are the same for the different classes of common stock because the holders of each class are legally entitled to equal per share distributions whether through dividends or liquidation. The following securities outstanding at December 31, 2021 and 2020 have been excluded from the calculation of weighted average shares outstanding: As of December 31, 2021 2020 Class A common shares subject to repurchase 6,061,439 18,184,319 Warrants 5,787,472 — Class A common stock options 11,216,275 8,490,703 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive (Loss) Income | 12 Months Ended |
Dec. 31, 2021 | |
Statement of Other Comprehensive Income [Abstract] | |
Accumulated Other Comprehensive (Loss) Income | NOTE 11. ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME The following table presents a rollforward of the changes in accumulated other comprehensive (loss) income for the years ended December 31, 2021 and 2020, which is all attributable to unrealized gains (losses) on available-for-sale securities. All amounts are net of tax. 2021 2020 (In thousands) Balance at beginning of period $ 1,557 $ 421 Unrealized (loss) gain ( 2,656 ) 1,354 Amount reclassified for realized gains included in gain (loss) on marketable securities ( 86 ) ( 218 ) Balance at end of period $ ( 1,185 ) $ 1,557 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement | NOTE 12. STOCK-BASED COMPENSATION The 2021 Equity Incentive Plan In March 2019, the Company adopted the 2019 Equity Incentive Plan or (“2019 Plan”), which provided for the grant of options, stock appreciation rights, restricted stock, and other stock awards. In January 2021, our board of directors adopted the 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan was approved by our stockholders in February 2021 and became effective immediately upon the Closing Date of the Merger. Shares available for future issuance under the 2019 Plan were canceled. Awards. The 2021 Plan provides for the grant of incentive stock options (“ISOs”), within the meaning of Section 422 of the Code to employees, including employees of any parent or subsidiary, and for the grant of nonstatutory stock options (“NSOs”), stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of awards to employees, directors and consultants, including employees and consultants of our affiliates. Authorized Shares. The maximum number of shares of Class A common stock that may be issued under the 2021 Plan was initially set at 50,684,047 shares of Class A common stock. The number of shares of Class A common stock reserved for issuance under the 2021 Plan will automatically increase on January 1 of each year, starting on January 1, 2022 through January 1, 2031, in an amount equal to (1) 4.0 % of the total number of shares of Class A common stock and Class B common stock outstanding or issuable upon conversion or exercise of outstanding instruments on December 31 of the preceding year, or (2) a lesser number of shares of Class A common stock determined by our board of directors prior to the date of the increase . The maximum number of shares of Class A common stock that may be issued on the exercise of ISOs under the 2021 Plan is three times the number of shares available for issuance upon the 2021 Plan becoming effective or 152,052,141 shares. The Employee Stock Purchase Plan In January 2021, our board of directors adopted the 2021 Employee Stock Purchase Plan (the “ESPP”). The ESPP was approved by our stockholders in February 2021 and became effective immediately upon the Closing Date of the Merger. Share Reserve. The maximum number of shares of Class A common stock that may be issued under the 2021 ESPP was initially set at 4,750,354 shares of Class A common stock. The number of shares of Class A common stock reserved for issuance under the 2021 ESPP will automatically increase on January 1st of each year, beginning on January 1, 2022 and continuing through and including January 1, 2031, by 1.0 % of the total number of shares of Class A common stock and Class B common stock outstanding or issuable upon conversion or exercise of outstanding instruments on December 31st of the preceding calendar year or such lesser number of shares of Class A common stock as determined by our board of directors. Shares subject to purchase rights granted under the 2021 ESPP that terminate without having been exercised in full will not reduce the number of shares available for issuance under the 2021 ESPP. The stock-based compensation expense included in the Company’s Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2021 and 2020 is as follows (in thousands): Years ended December 31, 2021 2020 Research and development $ 5,020 $ 1,509 General and administrative 4,248 693 $ 9,268 $ 2,202 Options with Service Conditions Options granted with only service conditions generally vest over four years and expire after ten years . Stock option activity with service condition only for employees and members of the Company’s Board of Directors for the year ended December 31, 2021 is as follows: Shares Issuable Weighted-Average Weighted-Average Aggregate Intrinsic Outstanding at December 31, 2020 24,425,669 Conversion adjustment related to the Merger (see Note 3) ( 19,638,051 ) Outstanding at December 31, 2020 after adjustment 4,787,618 $ 2.51 Granted 2,468,443 $ 5.37 Forfeited ( 637,164 ) $ 7.63 Expired ( 31,851 ) $ 1.74 Exercised ( 258,395 ) $ 1.74 $ 2,173 Outstanding at December 31, 2021 6,328,651 $ 5.37 8.69 $ 25,408 Exercisable at December 31, 2021 1,982,052 $ 2.35 8.25 $ 12,309 All unvested options as of December 31 ,2021 are expected to vest. The weighted average grant-date fair value of stock options outstanding on December 31, 2021 and 2020 was $ 7.54 and $ 1.67 per share, after effect of the Merger, respectively. Total unrecognized compensation costs related to non-vested stock options at December 31, 2021 was $ 18.3 million and is expected to be recognized within future operating results over a weighted-average period of 2.39 years. For stock options granted with only service conditions during the years ended December 31, 2021 and 2020, the inputs in the Black-Scholes option-pricing model to determine the fair value is as follows: December 31, 2021 2020 Exercise price (a) $ 8.25 - $ 14.39 $ 1.74 - $ 10.36 Risk-free interest rate 0.51 % - 1.39 % 0.37 % - 1.64 % Expected volatility 90 % - 95 % 85 % - 95 % Expected term in years 5.28 - 6.25 6.08 - 6.25 Dividend 0 % 0 % (a) After adjustment related to the Merger For 2020, the Company was a private company and therefore lacked company-specific historical and implied volatility information. As such, the Company estimated its expected stock volatility based on the historical volatility of a publicly traded set of peer companies. For 2021, the Company estimated its expected stock volatility based on the blended average of its historical volatility and of publicly traded set of peer companies. The expected term of the Company’s options has been determined utilizing the “simplified” method. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Dividend yield is based on the expectation that the Company will not pay any cash dividends in the foreseeable future. Options with Service, Market, and Performance Conditions Options granted with combined service, market, and performance conditions will vest based on achievement of various service conditions and either a market-based or performance-based goals in three tranches with multiple categories such as the Company’s market capitalization, and clinical and regulatory milestones. The market-based and performance-based goals period ends in October 2030. The explicit service periods are three years for tranche 1, four years for tranche 2, and five years for tranche 3. Upon the vesting requirement, 20 % of the options will vest for each of tranche 1 and 2, and 60 % of the options granted for tranche 3 will vest. The Company recognizes the fair value of the options within each tranche over the longer of their explicit service period or derived service period. The achievement of the performance condition was not deemed probable on the date of grant. As of December 31, 2021, the performance condition was not deemed probable. The expense recognized is based on the fair value of the market condition for the years ended December 31, 2021 and 2020. Stock option activity with combined service, market, and performance conditions for employees for the year ended December 31, 2021 is as follows: Shares Issuable Weighted-Average Pursuant to Weighted-Average Remaining Contractual Aggregate Intrinsic Stock Options Exercise Price Term (Years) Value (in thousands) Outstanding at December 31, 2020 18,892,549 Conversion adjustment related to the Merger (see Note 3) ( 15,189,464 ) Outstanding at December 31, 2020 after adjustment 3,703,085 $ 4.80 Granted 1,976,469 $ 11.37 Forfeited ( 791,930 ) $ 5.11 Outstanding at December 31, 2021 4,887,624 $ 7.00 9.52 $ 12,263 Exercisable at December 31, 2021 — $ — — — The weighted average grant-date fair value of stock options outstanding on December 31, 2021 and 2020 was $ 6.56 and $ 3.15 per share, after effect of the Merger, respectively. Total unrecognized compensation costs related to non-vested stock options at December 31, 2021 was $ 17.1 million and is expected to be recognized within future operating results over a weighted-average period of 4.36 years. The fair value of the stock options granted with combined service, market, and performance conditions was based on a Monte Carlo simulation with an embedded Black-Sholes pricing model. For the years ended December 31, 2021 and 2020, the fair value was computed using the following assumptions: December 31, 2021 2020 Exercise price (a) $ 8.25 - $ 14.39 $ 4.60 - $ 10.36 Risk-free interest rate 0.92 % - 1.70 % 0.78 % Expected volatility 72 % - 74 % 71 % Expected term in years 6.23 - 7.50 5.85 - 6.02 Dividend 0 % 0 % (a) After adjustment related to the Merger The determination of expected volatility, risk- free rate, and dividend yield was the same approach as used for the above stock options granted with service only conditions. The expected term period represents the time used as an input in the embedded Black-Sholes pricing model which is based on the midpoint between the vest and expiration dates for each tranche. |
401(K) plan
401(K) plan | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
401(K) PLAN | NOTE 13. 401(K) PLAN The Company sponsors a 401(k) plan (the “Plan”) covering substantially all employees of the Company. The Plan allows employees to contribute tax deferred salary deductions into the Plan under the provisions of Section 401(k) of the Internal Revenue Code. Matching contributions are made by the Company up to a maximum amount of 3 % of employee contributions, subject to certain limitations as defined in the Plan. The Company made matching contributions of $ 0.4 million and $ 0.2 million for the years ended December 31, 2021 and 2020, respectively |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Warrant Disclosure [Abstract] | |
Warrants | NOTE 14. WARRANTS Following the Merger, there were 5,787,472 warrants to purchase common stock outstanding, consisting of 4,791,639 Public Warrants, 162,500 Private Placement Warrants and 833,333 Forward Purchase Warrants. Each whole warrant entitles the registered holder to purchase one share of our Class A common stock at a price of $ 11.50 per share. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of our Class A common stock. At December 31, 2021, there were an aggregate of 5,787,472 warrants outstanding. The Company concluded that the Public Warrants, Private Warrants and Forward Purchase Warrants do not meet the conditions to be classified in equity. The Warrants were recorded at fair value with subsequent changes in fair value reflected in earnings (see Note 4). The change in fair value resulted in a gain of $ 4.2 million for the year ended December 31, 2021, respectively. The fair value of Public and Forward Purchase Warrants is determined using the closing price of the warrants on the NYSE market and the related Warrant Liability is included in Level 1 fair value measurements. The Company utilizes the Black-Scholes option pricing formula to determine the fair value of the Private Warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the Warrant liability for the Private Warrants is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The annualized volatility of the equity was based on a calibration to the publicly traded Warrant price as of the valuation date. The risk-free interest rate was estimated using linear interpolation assuming a term consistent with the time until the Warrants expire, and yield information was based on U.S. Treasury Constant Maturities. The expected life of the Warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The aforementioned Warrant liabilities are not subject to qualified hedge accounting. There were no transfers between Levels 1, 2 or 3 during the period ended December 31, 2021. The following table provides quantitative information regarding Level 3 fair value measurements: December 31, 2021 At February 10, 2021 Stock price $ 8.50 $ 10.42 Strike price $ 11.50 $ 11.50 Term (in years) 4.1 5.0 Volatility 47.8 % 35.3 % Risk-free rate 1.1 % 0.5 % Dividend yield 0.0 % 0.0 % Fair value per Warrants $ 1.91 $ 2.64 The Company determined the following fair values for the outstanding Warrants (in thousands): December 31, Public Warrants $ 9,056 Private Warrants 406 Forward Purchase Warrants 1,575 Total $ 11,037 There were no warrants issued during 2020. The following presents changes in liabilities classified in Level 3 of the fair value hierarchy for the year ended December 31, 2021 (in thousands): Year Ended December 31, 2021 Beginning balance $ — Recognition of Private Warrants liability upon Closing Date 475 Change in fair value of Private Warrants liability recognized in earnings ( 69 ) Ending balance $ 406 |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 15. INCOME TAXES The provision for income tax expense included on the consolidated statements of operations and comprehensive loss for the years ended December 31, 2021 and 2020 consists of the following: December 31, 2021 2020 (In thousands) Current tax expense - federal and state $ 1 $ — Deferred tax benefit — ( 12,002 ) Change in valuation allowance ( 1 ) 12,002 Income tax provision $ — $ — The components of the net deferred tax asset as of December 31, 2021 and 2020 are as follows: December 31, 2021 2020 (In thousands) Deferred tax assets: Net operating loss carryforwards $ 13,442 $ 4,427 Research and development tax credits 3,721 698 Capitalized research and development costs 33,435 16,228 Stock-based compensation 1,857 341 Accrued bonus 1,924 — Lease liability 953 — Other 26 529 Total deferred tax assets 55,358 22,223 Deferred tax liabilities: Unrealized gain on marketable securities — ( 474 ) Right of use asset ( 896 ) — Other — ( 1 ) Total deferred tax liabilities ( 896 ) ( 475 ) Valuation allowance ( 54,462 ) ( 21,748 ) Net deferred tax assets $ — $ — A reconciliation between the Company’s effective tax rate and the federal statutory rate for the years ended December 31, 2021 and 2020 are as follows: December 31, 2021 2020 Federal statutory rate 21.00 % 21.00 % State income taxes, net of federal tax benefit 10.21 % 9.40 % Permanent differences 0.39 % ( 1.46 )% Tax credits 1.59 % — True-up 3.87 % — Change in rate 0.59 % — Other items 0.01 % 0.05 % Valuation allowance ( 37.66 )% ( 28.99 )% Effective tax rate 0.00 % 0.00 % As of December 31, 2021, the Company had federal net operating loss carryforwards of approximately $ 42.7 million and state net operating loss carryforwards of approximately $ 76.2 million. The federal net operating losses have an unlimited carryover period and state net operating losses expire in years beginning in 2038 . As of December 31, 2021, the Company had federal research and development tax credit carryforwards of approximately $ 3.7 million and state research and development tax credit carryforwards of approximately $ 1.6 million. The federal research and development tax credits expire in years beginning in 2039 and state research and development tax credits have an unlimited carryover period. All of the federal and state net operating losses may be subject to change of ownership limitations provided by the Internal Revenue Code and similar state provisions. An annual loss limitation may result in the expiration or reduced utilization of the net operating losses. As of December 31, 2021, the Company maintained a full valuation allowance on its net deferred tax assets. The valuation allowance was determined in accordance with the provisions of ASC 740, Accounting for Income Taxes, which requires an assessment of both positive and negative evidence when determining whether it is more likely than not that deferred tax assets are recoverable. Such assessment is required on a jurisdiction by jurisdiction basis. The Company’s history of cumulative losses, along with expected future U.S. losses required that a full valuation allowance be recorded against all net deferred tax assets. The Company intends to maintain a full valuation allowance on net deferred tax assets until sufficient positive evidence exists to support reversal of the valuation allowance. As of December 31, 2021, the Company’s total amount of unrecognized tax benefits was $ 1.6 million, none of which would impact the Company’s effective tax rate, if recognized. The Company does not anticipate that the amount of unrecognized tax benefit will significantly increase within the next 12 months. For the years ended December 31, 2021 and 2020, the activity related to the unrecognized tax benefits were as follows (in thousands): Years Ended December 31, 2021 2020 Unrecognized tax benefits at beginning of year $ — $ — Gross increases - current year tax positions 893 — Gross increases - prior year tax positions 702 — Unrecognized tax benefits at end of year $ 1,595 $ — The Company is subject to taxation in the United States and various state jurisdictions. All tax years remain subject to examination for U.S. federal and state purposes. All net operating losses generated to date are subject to adjustment for U.S. federal and state purposes. The Company is not currently under examination in federal or state jurisdictions. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 16. COMMITMENTS AND CONTINGE NCIES Commitments The Company leases its office space under non-cancellable operating lease agreements. The leases also require the Company to pay real estate taxes and other operational expenses associated with the leased location and is included in rent expense. The effect of graduating rents, net of the rent credits, is being amortized over the life of the lease so as to result in equal monthly rent expense over the lease term. Deferred rent liability reported in the accompanying consolidated balance sheets represents the cumulative excess of straight-line rental costs over the actual rental payments. The Company has a standby letter of credit with a bank in the amount of $ 0.5 million which serves as security for the New York space operating lease. The standby letter of credit automatically renews annually . Contingencies From time to time, the Company may be involved in routine litigation that arises in the ordinary course of business. There are no pending significant legal proceedings to which the Company is a party, for which management believes the ultimate outcome would have a material adverse effect on the Company’s financial position. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the balances of the Company and its subsidiaries. All intercompany transactions and balances are eliminated in consolidation. |
Liquidity | Liquidity As of December 31, 2021, the Company has an accumulated deficit of approximately $ 162.8 million and net cash used in operating activities was approximately $ 68.2 million for the year ended December 31, 2021. Management expects to continue to incur operating losses and negative cash flows from operations for the foreseeable future. As of December 31, 2021, the Company had cash, cash equivalents, and marketable securities of $ 765.4 million. The Company believes that its existing cash, cash equivalents, and marketable securities will be sufficient to meet its cash commitments for at least the next 12 months after the date that these consolidated financial statements are issued. The Company’s research and development activities can be costly, and the timing and outcomes are uncertain. The assumptions upon which the Company has based its estimates are routinely evaluated and may be subject to change. The actual amount of the Company’s expenditures will vary depending upon a number of factors including but not limited to the progress of the Company’s research and development activities and the level of financial resources available. |
Significant Risks and Uncertainties | Significant Risks and Uncertainties The Company’s operations are subject to a number of factors that can affect its operating results and financial condition. Such factors include, but are not limited to: the results of research and development, clinical testing and trial activities of the Company’s products, the Company’s ability to obtain regulatory approval to market its products, competition from products manufactured and sold or being developed by other companies, the price of, and demand for, Company’s products, the Company’s ability to negotiate favorable licensing or other manufacturing and marketing agreements for its products, and the Company’s ability to raise capital. The Company currently has no commercially approved products and there can be no assurance that the Company’s research and development will be successfully commercialized. Developing and commercializing a product requires significant time and capital and is subject to regulatory review and approval as well as competition from other biotechnology and pharmaceutical companies. The Company operates in an environment of rapid change and is dependent upon the continued services of its employees and vendors and obtaining and protecting intellectual property. The COVID-19 pandemic has not had a material adverse impact on the Company’s operations to date, however this disruption, if sustained or recurrent, could have a material adverse effect on the Company’s operating results and the Company’s overall financial condition. |
Emerging Growth Company | Emerging Growth Company Upon the completion of the Company’s Merger, the Company elected to be an Emerging Growth Company (“EGC”), as defined in the Jumpstart Our Business Startups Act (“JOBS Act”). Effective December 31, 2021, the Company lost its EGC status and is now categorized as a Large Accelerated Filer based upon the current market capitalization of the Company according to Rule 12b-2 of the Exchange Act. The Company is a smaller reporting company but will cease to report as a smaller reporting company commencing with its Quarterly Report on Form 10-Q for the quarter ending March 31, 2022. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the year. Accordingly, actual results could differ from those estimates and those differences could be significant. Significant estimates and assumptions reflected in the accompanying consolidated financial statements include, but are not limited to, the fair value of in-process research and development acquired, warrant liabilities, leases, stock options granted and depreciation expense. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents include short-term, highly liquid instruments, consisting of money market accounts, a money market mutual fund and short-term investments with maturities from the date of purchase of 90 days or less. The majority of cash and cash equivalents are maintained with major financial institutions in North America. Deposits with these financial institutions may exceed the amount of insurance provided on such deposits. These deposits may be redeemed upon demand which reduces counterparty performance risk. |
Marketable Securities | Marketable Securities Debt securities have been classified as available-for-sale which may be sold before maturity or are not classified as held to maturity or trading. Marketable debt securities classified as available-for-sale are carried at fair value with unrealized gains or losses reported in other comprehensive income (loss). Exchange traded funds are equity securities, which are reported as marketable securities, with readily determinable fair values are also carried at fair value with unrealized gains and losses included in other (expense) income, net. Realized gains and losses on both debt and equity securities are included in other (expense) income, net. For securities in an unrealized loss positions, management considers the extent and duration of the unrealized loss, and the financial condition and near-term prospects of the issuer. Management also assesses whether it intends to sell, or it is more likely than not that it will be required to sell, a security in an unrealized loss position before recovery of its amortized cost basis. If management determines there is any other than temporary impairment, the entire difference between amortized cost and fair value is recognized as impairment through earnings. Interest income includes amortization and accretion of purchase premium and discount. Premiums and discounts on debt securities are amortized on the effective-interest method. Gains and losses on sales are recorded on the settlement date and determined using the specific identification method. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash, cash equivalents and marketable securities. The Company maintains its cash and cash equivalent balances in the form of business checking accounts and money market accounts, the balances of which, at times, may exceed federally insured limits. Exposure to cash and cash equivalents credit risk is reduced by placing such deposits with major financial institutions and monitoring their credit ratings. Marketable securities consist primarily of government and corporate bonds, municipal securities and exchange traded fund with fixed interest rates. Exposure to credit risk of marketable securities is reduced by maintaining a diverse portfolio and monitoring their credit ratings. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the related assets of generally five years for computers and seven years for furniture and equipment. The cost of leasehold improvements is amortized on the straight-line method over the lesser of the estimated asset life or remaining term of the lease. Maintenance costs are expensed as incurred, while major betterments are capitalized. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable and an impairment assessment may be performed on the recoverability or the carrying amounts. If an impairment occurs, the loss is measured by comparing the fair value of the asset to its carrying amount. |
Warrants | Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their fair value on the date of issuance and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. Following the Merger, there were 5,787,472 warrants to purchase common stock outstanding, consisting of 4,791,639 Public Warrants, 162,500 Private Placement Warrants and 833,333 Forward Purchase Warrants (as defined below). Each whole warrant entitles the registered holder to purchase one share of our Class A common stock at a price of $ 11.50 per share. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of our Class A common stock. The Company evaluated Public Warrants, Private Placement Warrants and Forward Purchase Warrants (the “Warrants”) under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and concluded that they do not meet the criteria to be classified in stockholders’ equity. Specifically, the settlement value of the Warrants is dependent, in part, on the holder of the Warrants at the time of settlement. Because the holder of an instrument is not an input into the pricing of a fixed-for-fixed option on our common stock, the Warrants fail the indexation guidance in ASC 815-40, which would preclude classification in stockholders’ equity. Additionally, the exercise of the Warrants may be settled in cash upon the occurrence of a tender offer or exchange that involves more than 50% of the outstanding shares of the Company’s common stock. Because not all of the Company’s stockholders need to participate in such tender offer or exchange to trigger the potential cash settlement and the Company does not control the occurrence of such an event, the Company concluded that the Warrants do not meet the conditions to be classified in equity. Since the Warrants meet the definition of a derivative under ASC 815, the Company recorded these Warrants as liabilities on the balance sheet at fair value upon the closing of the Merger, with subsequent changes in their respective fair values recognized in the consolidated statement of operations and comprehensive loss at each reporting date. The fair value of Public and Forward Purchase Warrants was determined using the closing price of the warrants on the NYSE market. The fair value of the Private Warrants was estimated using a Black-Scholes option pricing formula (see Note 4). |
Leases | Leases The Company determines if an arrangement contains a lease at inception. For arrangements where the Company is the lessee, operating leases are included in operating lease right-of-use, or ROU assets; current operating lease liabilities; and non-current operating lease liabilities on its balance sheets. The Company currently does not have any finance leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. ROU assets also include any initial direct costs incurred and any lease payments made on or before the lease commencement date, less lease incentives received. The Company uses its incremental borrowing rate based on the information available at the commencement date in determining the lease liabilities as the Company’s leases generally do not provide an implicit rate. The incremental borrowing rate is reevaluated upon a lease modification. The operating lease ROU asset also includes any initial direct costs and prepaid lease payments made less any lease incentives. The Company considered information available at the adoption date of Topic 842 to determine the incremental borrowing rate for leases in existence as of this date. The incremental borrowing rate used was the weighted average rate between secured and unsecured lending arrangement. Lease terms may include options to extend or terminate the lease when the Company is reasonably certain that the option will be exercised. Variable payments included in the lease agreement are expensed as incurred. Lease expense is recognized on a straight-line basis over the lease term. The Company elected to apply each of the practical expedients described in ASC Topic 842-10-65-1(f) which allow companies not to reassess: (i) whether any expired or existing agreements contain leases, (ii) the classification of any expired or existing leases, and (iii) the capitalization of initial direct costs for any existing leases. 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 short-term operating leases. A short-term operating lease is a lease that, at the commencement date, has a lease term of 12 months or less and does not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise. The Company also elected not to separate non-lease components from lease components and instead to account for each separate lease component and the non-lease components associated with that lease component as a single lease component. |
Deferred Financing Costs | Deferred Financing Costs Costs incurred in advance related to the Merger as described in Note 3 were recorded as deferred financing costs on the condensed balance sheet as of December 31, 2020 and subsequently reclassified to additional paid in capital on the Closing Date of the Merger. |
Segment Information | Segment Information The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company’s operations are focused on oncology development activities. |
Research and Development Costs | Research and Development Costs Costs incurred in connection with research and development activities are expensed as incurred. These costs include fees paid to consultants, vendors and various entities that perform certain research and testing on behalf of the Company. |
Stock-based Compensation | Stock-based Compensation The Company recognizes compensation cost for grants of employee stock options using a fair-value measurement method, that is recognized in operating results as compensation expense based on fair value over the requisite service period of the awards. Forfeitures are recorded as they occur instead of estimating forfeitures that are expected to occur. The Company determines the fair value of stock-based awards that are based only on a service condition using the Black-Scholes option-pricing model which uses both historical and current market data to estimate fair value. The method incorporates various assumptions such as the risk-free interest rate, volatility, dividend yield, and expected life of the options. The Company determines the fair value of stock-based awards that are based on both a service condition and achievement of the first to occur of a market or performance condition using a Monte Carlo simulation. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. The difference between the financial statement and tax basis of assets and liabilities is determined annually. Deferred income tax assets and liabilities are computed for those differences that have future tax consequences using the currently enacted tax laws and rates that apply to the years in which they are expected to affect taxable income. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. The Company uses a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken, or expected to be taken, in a tax return. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate. The Company’s policy is to record interest and penalties related to income taxes as part of the tax provision. Returns for tax years beginning with those filed for the period ended December 31, 2018 are open to federal and state tax examination. |
Recent Accounting Pronouncement | Recent Accounting Pronouncements Adopted Standards In February 2016, the FASB issued Topic 842, which amended prior accounting standards for leases. The Company adopted Topic 842 on January 1, 2021, using the alternative modified retrospective transition method, with no restatement of prior periods or cumulative adjustment to retained earnings. Upon adoption, the Company elected the following package of practical expedients: (i) not to reassess whether any expired or existing contracts as of January 1, 2021, are or contain leases; (ii) not to reassess the lease classification for any expired or existing leases as of January 1, 2021; and (iii) not to reassess initial direct costs for any existing leases as of January 1, 2021. The Company also made an accounting policy election to not recognize any leases with an initial term of 12 months or less within its consolidated balance sheets and to recognize those lease payments on a straight-line basis in its consolidated statements of operations and comprehensive loss over the lease term. As a lessee, the primary impact of the adoption of Topic 842 was the recognition of operating lease right-of-use assets of $ 3.9 million, current operating lease liabilities of $ 1.0 mi llion and non-current operating lease liabilities of $ 3.1 million on its consolidated balance sheet as of January 1, 2021. The operating lease liability is determined as the present value of future lease payments using its incremental borrowing rate which is based on an estimated rate of interest that the Company would pay to borrow equivalent funds on a collateralized basis. The operating lease right-of use assets is based on the liability adjusted for any prepaid or deferred rent. The lease term is determined by considering whether renewal options and termination options are reasonably assured of exercise. The Company's operating lease agreements may include both lease and non-lease components, which are accounted for as a single lease component when the payments are fixed. Variable payments included in the lease agreement are expensed as incurred. The adoption of the leasing standard did not have an impact on the consolidated statement of operations and comprehensive loss. Standard Not Yet Effective In June 2016, the FASB issued Topic 326 on the measurement of credit losses for financial assets measured at amortized cost, which includes accounts receivable, and available-for-sale debt securities. The new guidance replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses and additional disclosures. As a smaller reporting company, this guidance is effective for fiscal years beginning after December 15, 2022. The Company is a smaller reporting company but will cease to report as a smaller reporting company commencing with its Quarterly Report on Form 10-Q for the quarter ending March 31, 2022. The Company is currently evaluating the potential impact of adopting this guidance on its financial statements. |
Merger (Tables)
Merger (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of Sources and Uses of Funds Related to Merger | Summary of Net Proceeds The following table summarizes the net proceeds from the Merger (in thousands): Panacea cash at bank and cash held in a trust account $ 144,642 Proceeds from PIPE investment and forward purchase agreement 501,550 Payment of underwriter fees and other offering costs ( 23,913 ) Payment to Panacea Class A common stockholders who ( 32 ) Net proceeds 622,247 Assumed assets and liabilities: Prepaid expenses 312 Accrued expenses ( 601 ) Warrant liability ( 15,268 ) Panacea equity at Effective Time $ 606,690 |
Summary of Number of Shares of Common Stock Outstanding on Merger | Summary of Shares Issued The following table summarized the number of shares of common stock outstanding immediately following the consummation of the Merger: Class A Class B Total Panacea shares outstanding prior to the Merger 14,862,500 3,593,750 18,456,250 Less: redemption of Panacea shares prior to the Merger ( 3,350 ) ( 3,350 ) Conversion of Panacea shares as a result of merger 3,593,750 ( 3,593,750 ) — Common stock of Panacea 18,452,900 — 18,452,900 Shares issued pursuant to the PIPE financing 47,655,000 — 47,655,000 Shares issued pursuant to the Forward Purchase 2,500,000 — 2,500,000 Issuance of shares upon the Merger 68,607,900 — 68,607,900 Conversion of Old Nuvation Redeemable Series A 68,097,805 — 68,097,805 Conversion of Old Nuvation Class A common stock 23,299,337 — 23,299,337 Conversion of Old Nuvation Class B common stock — 57,645,013 57,645,013 Conversion of Founder shares 56,645,013 ( 56,645,013 ) — Total shares of Nuvation Bio outstanding immediately 216,650,055 1,000,000 217,650,055 |
Fair Value Measurements and M_2
Fair Value Measurements and Marketable Securities Available-for-Sale (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Marketable securities Measured at Fair Value on Recurring Basis | There have not been any transfers between the levels during the periods. December 31, 2021 Total Level 1 Level 2 Level 3 (In thousands) Financial assets: Cash equivalents: Money market funds $ 53,292 $ 53,292 $ — $ — Commercial paper 30,845 — 30,845 — Corporate bonds 571 — 571 — 84,708 53,292 31,416 — Marketable securities: Certificate of deposits 3,000 3,000 — Commercial paper 16,892 16,892 — U.S government and government agency securities 267,267 267,267 — Corporate bonds 320,192 320,192 — Municipal bonds 10,821 10,821 — Exchange traded fund 14,797 14,797 — — 632,969 14,797 618,172 — Total financial assets: $ 717,677 $ 68,089 $ 649,588 $ — Financial liabilities: Warrants $ 11,037 $ 10,631 $ 406 December 31, 2020 Total Level 1 Level 2 Level 3 (In thousands) Cash equivalents: Money market funds $ 400 $ 400 $ — $ — U.S government and government agency securities 9,999 — 9,999 — 10,399 400 9,999 — Marketable securities: U.S government and government agency securities 98,180 — 98,180 — Corporate bonds 87,817 — 87,817 — 185,997 — 185,997 — Total financial assets $ 196,396 $ 400 $ 195,996 $ — |
Schedule of Cost, Aggregate Fair Value and Unrealized Gains of Marketable Securities Available-for-sale | The following table provides the amortized cost, aggregate fair value, and unrealized gains (losses) of marketable securities as of December 31, 2021 and December 31, 2020: December 31, 2021 Amortized Unrealized Gains Unrealized Losses Fair Value (In thousands) Cash equivalents: Money market funds $ 53,292 $ — $ — $ 53,292 Commercial paper 30,845 — — 30,845 Corporate bonds 571 — — 571 84,708 — — 84,708 Marketable securities: Certificate of deposits 3,000 — — 3,000 Commercial paper 16,889 3 — 16,892 U.S government and government agency securities 267,792 213 ( 738 ) 267,267 Corporate bonds 320,827 147 ( 782 ) 320,192 Municipal bonds 10,849 — ( 28 ) 10,821 Exchange traded fund 14,963 — ( 166 ) 14,797 634,320 363 ( 1,714 ) 632,969 $ 719,028 $ 363 $ ( 1,714 ) $ 717,677 December 31, 2020 Amortized Unrealized Gains Unrealized Losses Fair Value (In thousands) Cash equivalents: Money market funds $ 400 $ — $ — $ 400 U.S. government and government agency securities 9,999 — — 9,999 10,399 — — 10,399 Marketable securities: U.S. government and government agency securities 97,495 685 — 98,180 Corporate bonds 86,945 872 — 87,817 184,440 1,557 — 185,997 $ 194,839 $ 1,557 $ — $ 196,396 There were no sales of equities securities for the year ended December 31, 2021. For the years ended December 31, 2021 and 2020, the activity related to the net gains (losses) on marketable securities included in other income (expense) on the consolidated statements of operations and comprehensive loss were as follows (in thousands): Years Ended December 31, 2021 2020 Realized gains (losses) on available-for-sale securities were as follows: Realized gains from sales of available-for-sale securities $ 88 $ 313 Realized losses from sales of available-for-sale securities ( 2 ) ( 95 ) 86 218 Net gains (losses) on equity securities were as follows: Net realized gains on equities sold — — Net unrealized losses on equities ( 166 ) — ( 166 ) — Total gain (losses) on marketable securities $ ( 80 ) $ 218 |
Schedule of Net Realized Gain (Loss) on Marketable Securities | For the years ended December 31, 2021 and 2020, the activity related to the net gains (losses) on marketable securities included in other income (expense) on the consolidated statements of operations and comprehensive loss were as follows (in thousands): Years Ended December 31, 2021 2020 Realized gains (losses) on available-for-sale securities were as follows: Realized gains from sales of available-for-sale securities $ 88 $ 313 Realized losses from sales of available-for-sale securities ( 2 ) ( 95 ) 86 218 Net gains (losses) on equity securities were as follows: Net realized gains on equities sold — — Net unrealized losses on equities ( 166 ) — ( 166 ) — Total gain (losses) on marketable securities $ ( 80 ) $ 218 |
Schedule Of Available for sale Securities Maturity On Fair Value | Maturity information based on fair value of the available-for-sale securities is as follows as of December 31, 2021: Within one year After one year Total (In thousands) Corporate bonds $ 172,637 $ 147,555 $ 320,192 U.S. government and government agency securities 137,505 129,762 267,267 Commercial paper 16,892 — 16,892 Municipal bonds 7,791 3,030 10,821 Certificate of deposits 3,000 — 3,000 $ 337,825 $ 280,347 $ 618,172 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and equipment | Property and equipment, net consisted of the following: December 31, 2021 2020 (In thousands) Computers $ 521 $ 248 Furniture and fixtures 312 312 Leasehold improvements 244 244 Total property and equipment 1,077 804 Less accumulated depreciation and amortization ( 291 ) ( 116 ) Total property and equipment, net $ 786 $ 688 |
Accrued expenses (Tables)
Accrued expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of Accrued expenses | Accrued expenses consisted of the following: December 31, 2021 2020 (In thousands) Accrued consultant fees $ 5,086 $ 278 Accrued employee compensation 6,165 3,231 Accrued professional fees 288 523 Accrued other taxes 402 — Accrued other 196 348 $ 12,137 $ 4,380 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Commitments | The following table presents the future minimum lease analysis of the Company's operating lease liabilities showing the aggregate lease payments as of December 31, 2021. December 31, 2021 (In thousands) 2022 $ 1,012 2023 552 2024 599 2025 615 2026 and thereafter 711 Total undiscounted lease payments 3,489 Less: imputed interest ( 434 ) Total operating lease liabilities $ 3,055 |
Schedule of Future Minimum Lease Commitments | The following table presents the future minimum lease commitments under the Company’s operating leases as of December 31, 2020, as previously disclosed under prior lease accounting standards. December 31, 2020 (In thousands) 2021 $ 1,229 2022 1,013 2023 552 2024 599 2025 615 Thereafter 711 Total future minimum lease payments $ 4,719 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Summary of Securities Outstanding Excluded from Calculation of Weighted Average Shares Outstanding | The following securities outstanding at December 31, 2021 and 2020 have been excluded from the calculation of weighted average shares outstanding: As of December 31, 2021 2020 Class A common shares subject to repurchase 6,061,439 18,184,319 Warrants 5,787,472 — Class A common stock options 11,216,275 8,490,703 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive (loss) Income (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Statement of Other Comprehensive Income [Abstract] | |
Schedule of Changes in Accumulated Other Comprehensive (loss) Income | 2021 2020 (In thousands) Balance at beginning of period $ 1,557 $ 421 Unrealized (loss) gain ( 2,656 ) 1,354 Amount reclassified for realized gains included in gain (loss) on marketable securities ( 86 ) ( 218 ) Balance at end of period $ ( 1,185 ) $ 1,557 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Stock-Based Compensation Expense | The stock-based compensation expense included in the Company’s Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2021 and 2020 is as follows (in thousands): Years ended December 31, 2021 2020 Research and development $ 5,020 $ 1,509 General and administrative 4,248 693 $ 9,268 $ 2,202 |
Options with Service, Market, and Performance Conditions | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Stock Option Activity | Stock option activity with combined service, market, and performance conditions for employees for the year ended December 31, 2021 is as follows: Shares Issuable Weighted-Average Pursuant to Weighted-Average Remaining Contractual Aggregate Intrinsic Stock Options Exercise Price Term (Years) Value (in thousands) Outstanding at December 31, 2020 18,892,549 Conversion adjustment related to the Merger (see Note 3) ( 15,189,464 ) Outstanding at December 31, 2020 after adjustment 3,703,085 $ 4.80 Granted 1,976,469 $ 11.37 Forfeited ( 791,930 ) $ 5.11 Outstanding at December 31, 2021 4,887,624 $ 7.00 9.52 $ 12,263 Exercisable at December 31, 2021 — $ — — — |
Summary of Grant-date Fair Value of Stock Options Granted | The fair value of the stock options granted with combined service, market, and performance conditions was based on a Monte Carlo simulation with an embedded Black-Sholes pricing model. For the years ended December 31, 2021 and 2020, the fair value was computed using the following assumptions: December 31, 2021 2020 Exercise price (a) $ 8.25 - $ 14.39 $ 4.60 - $ 10.36 Risk-free interest rate 0.92 % - 1.70 % 0.78 % Expected volatility 72 % - 74 % 71 % Expected term in years 6.23 - 7.50 5.85 - 6.02 Dividend 0 % 0 % |
Options with Service Conditions [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Stock Option Activity | Stock option activity with service condition only for employees and members of the Company’s Board of Directors for the year ended December 31, 2021 is as follows: Shares Issuable Weighted-Average Weighted-Average Aggregate Intrinsic Outstanding at December 31, 2020 24,425,669 Conversion adjustment related to the Merger (see Note 3) ( 19,638,051 ) Outstanding at December 31, 2020 after adjustment 4,787,618 $ 2.51 Granted 2,468,443 $ 5.37 Forfeited ( 637,164 ) $ 7.63 Expired ( 31,851 ) $ 1.74 Exercised ( 258,395 ) $ 1.74 $ 2,173 Outstanding at December 31, 2021 6,328,651 $ 5.37 8.69 $ 25,408 Exercisable at December 31, 2021 1,982,052 $ 2.35 8.25 $ 12,309 |
Summary of Grant-date Fair Value of Stock Options Granted | For stock options granted with only service conditions during the years ended December 31, 2021 and 2020, the inputs in the Black-Scholes option-pricing model to determine the fair value is as follows: December 31, 2021 2020 Exercise price (a) $ 8.25 - $ 14.39 $ 1.74 - $ 10.36 Risk-free interest rate 0.51 % - 1.39 % 0.37 % - 1.64 % Expected volatility 90 % - 95 % 85 % - 95 % Expected term in years 5.28 - 6.25 6.08 - 6.25 Dividend 0 % 0 % |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Warrant Disclosure [Abstract] | |
Schedule of Quantitative Information Regarding Fair Value Measurements | The following table provides quantitative information regarding Level 3 fair value measurements: December 31, 2021 At February 10, 2021 Stock price $ 8.50 $ 10.42 Strike price $ 11.50 $ 11.50 Term (in years) 4.1 5.0 Volatility 47.8 % 35.3 % Risk-free rate 1.1 % 0.5 % Dividend yield 0.0 % 0.0 % Fair value per Warrants $ 1.91 $ 2.64 |
Schedule of Fair Values for Outstanding Warrants | The Company determined the following fair values for the outstanding Warrants (in thousands): December 31, Public Warrants $ 9,056 Private Warrants 406 Forward Purchase Warrants 1,575 Total $ 11,037 |
Summary of Changes in liabilities classified in Level 3 of the fair value hierarchy | The following presents changes in liabilities classified in Level 3 of the fair value hierarchy for the year ended December 31, 2021 (in thousands): Year Ended December 31, 2021 Beginning balance $ — Recognition of Private Warrants liability upon Closing Date 475 Change in fair value of Private Warrants liability recognized in earnings ( 69 ) Ending balance $ 406 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Summary of Deferred Tax Assets | The provision for income tax expense included on the consolidated statements of operations and comprehensive loss for the years ended December 31, 2021 and 2020 consists of the following: December 31, 2021 2020 (In thousands) Current tax expense - federal and state $ 1 $ — Deferred tax benefit — ( 12,002 ) Change in valuation allowance ( 1 ) 12,002 Income tax provision $ — $ — |
Summary of Income Tax Provision | The components of the net deferred tax asset as of December 31, 2021 and 2020 are as follows: December 31, 2021 2020 (In thousands) Deferred tax assets: Net operating loss carryforwards $ 13,442 $ 4,427 Research and development tax credits 3,721 698 Capitalized research and development costs 33,435 16,228 Stock-based compensation 1,857 341 Accrued bonus 1,924 — Lease liability 953 — Other 26 529 Total deferred tax assets 55,358 22,223 Deferred tax liabilities: Unrealized gain on marketable securities — ( 474 ) Right of use asset ( 896 ) — Other — ( 1 ) Total deferred tax liabilities ( 896 ) ( 475 ) Valuation allowance ( 54,462 ) ( 21,748 ) Net deferred tax assets $ — $ — |
Summary of Reconciliation of the Federal Income Tax Rate | A reconciliation between the Company’s effective tax rate and the federal statutory rate for the years ended December 31, 2021 and 2020 are as follows: December 31, 2021 2020 Federal statutory rate 21.00 % 21.00 % State income taxes, net of federal tax benefit 10.21 % 9.40 % Permanent differences 0.39 % ( 1.46 )% Tax credits 1.59 % — True-up 3.87 % — Change in rate 0.59 % — Other items 0.01 % 0.05 % Valuation allowance ( 37.66 )% ( 28.99 )% Effective tax rate 0.00 % 0.00 % As of December 31, 2021, the Company had federal net operating loss carryforwards of approximately $ 42.7 million and state net operating loss carryforwards of approximately $ 76.2 million. The federal net operating losses have an unlimited carryover period and state net operating losses expire in years beginning in 2038 . |
Schedule of Unrecognized Tax Benefits Roll Forward | For the years ended December 31, 2021 and 2020, the activity related to the unrecognized tax benefits were as follows (in thousands): Years Ended December 31, 2021 2020 Unrecognized tax benefits at beginning of year $ — $ — Gross increases - current year tax positions 893 — Gross increases - prior year tax positions 702 — Unrecognized tax benefits at end of year $ 1,595 $ — |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Merger Agreement [Member] | |
Business Acquisition [Line Items] | |
Agreement Date | Oct. 20, 2020 |
Significant Accounting Polici_3
Significant Accounting Policies - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2021 | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Accumulated deficit | $ (162,803) | $ (75,955) | |
Net cash used in operating activities | $ (68,190) | (36,529) | |
Sale of Stock, Description of Transaction | the exercise of the Warrants may be settled in cash upon the occurrence of a tender offer or exchange that involves more than 50% of the outstanding shares of the Company’s common stock. | ||
Cash and cash equivalents and marketable securities | $ 765,400 | ||
Warrants to purchase common stock outstanding | 5,787,472 | ||
Class of warrant or right, exercise price of warrants or rights | $ 11.50 | ||
Right of use asset | $ 2,871 | $ 3,900 | |
Current operating lease liabilities | 863 | 1,000 | |
Non-current operating lease liabilities | $ 2,192 | $ 3,100 | |
Computer Equipment [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Property and equipment, estimated useful life | 5 years | ||
Furniture and Equipment [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Property and equipment, estimated useful life | 7 years | ||
Public Warrants [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Warrants to purchase common stock outstanding | 4,791,639 | ||
Private Placement Warrants [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Warrants to purchase common stock outstanding | 162,500 | ||
Forward Purchase Warrants [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Warrants to purchase common stock outstanding | 833,333 |
Merger - Schedule of Net Procee
Merger - Schedule of Net Proceed from Business Combinations (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Business Combinations [Abstract] | |
Panacea cash at bank and cash held in a trust account | $ 144,642 |
Proceeds from PIPE investment and forward purchase agreement | 501,550 |
Payment of underwriter fees and other offering costs | (23,913) |
Payment to Panacea Class A common stockholders who exercised their right to redeem their shares | (32) |
Net proceeds | 622,247 |
Prepaid Expense | 312 |
Accrued expenses | (601) |
Warrant liability | (15,268) |
Panacea equity at Effective Time | $ 606,690 |
Merger - Summary of Number of S
Merger - Summary of Number of Shares of Common Stock Outstanding on Business Merger (Details) | 12 Months Ended |
Dec. 31, 2021shares | |
Business Acquisition [Line Items] | |
Panacea shares outstanding prior to Merger | 18,456,250 |
Less: redemption of Panacea shares prior to the Merger | (3,350) |
Conversion of Panacea shares as a result of merger | 0 |
Common stock of Panacea | 18,452,900 |
Shares issued pursuant to the PIPE financing | 47,655,000 |
Shares issued pursuant to the Forward Purchase | 2,500,000 |
Issuance of shares upoon Business Combination | 68,607,900 |
Conversion of Old Nuvation Class A common stock | 23,299,337 |
Conversion of Founder shares | 0 |
Total shares of Nuvation Bio outstanding immediately following the Merger | 217,650,055 |
Class A Common Stock [Member] | |
Business Acquisition [Line Items] | |
Panacea shares outstanding prior to Merger | 14,862,500 |
Less: redemption of Panacea shares prior to the Merger | (3,350) |
Conversion of Panacea shares as a result of merger | 3,593,750 |
Common stock of Panacea | 18,452,900 |
Shares issued pursuant to the PIPE financing | 47,655,000 |
Shares issued pursuant to the Forward Purchase | 2,500,000 |
Issuance of shares upoon Business Combination | 68,607,900 |
Conversion of Old Nuvation Redeemable Series A Convertible Preferred Stock | 68,097,805 |
Conversion of Old Nuvation Class A common stock | 23,299,337 |
Conversion of Old Nuvation Class B common stock | 0 |
Conversion of Founder shares | 56,645,013 |
Total shares of Nuvation Bio outstanding immediately following the Merger | 216,650,055 |
Class B Common Stock | |
Business Acquisition [Line Items] | |
Panacea shares outstanding prior to Merger | 3,593,750 |
Conversion of Panacea shares as a result of merger | (3,593,750) |
Common stock of Panacea | 0 |
Shares issued pursuant to the PIPE financing | 0 |
Shares issued pursuant to the Forward Purchase | 0 |
Issuance of shares upoon Business Combination | 0 |
Conversion of Old Nuvation Redeemable Series A Convertible Preferred Stock | 0 |
Conversion of Old Nuvation Class A common stock | 0 |
Conversion of Old Nuvation Class B common stock | 57,645,013 |
Conversion of Founder shares | (56,645,013) |
Total shares of Nuvation Bio outstanding immediately following the Merger | 1,000,000 |
Merger - Additional Information
Merger - Additional Information (Details) $ / shares in Units, $ in Thousands | Feb. 10, 2021USD ($)$ / sharesshares | Oct. 20, 2020USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($) | [1] | Mar. 26, 2021$ / shares |
Business Acquisition [Line Items] | ||||||
Stock issued during the period, value | $ 3,787 | $ 135,657 | ||||
Payment of underwriter fees and other offering costs | (23,913) | |||||
Private Placement [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Shares Issued Price Per Share | $ / shares | $ 10 | |||||
Forward Purchase Warrants [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Warrants issued during the period | shares | 833,333 | |||||
Panacea [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Payment of underwriter fees and other offering costs | (2,500) | |||||
Accretion Expense | $ 100 | |||||
Common Class A [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Stock issued during the period, shares | shares | 47,655,000 | |||||
Shares Issued Price Per Share | $ / shares | $ 10 | $ 11.50 | $ 10.28 | |||
Stock issued during the period, value | $ 476,600 | |||||
Stock conversion ratio | 0.196 | |||||
Common Stock Voting Rights | one vote per share | |||||
Common Class A [Member] | Private Placement [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Stock issued during the period, shares | shares | 2,500,000 | |||||
Stock issued during the period, value | $ 25,000 | |||||
Common Class A [Member] | Panacea [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Stock redeemed during the period, shares | shares | 3,350 | |||||
Common stock redemption price per share | $ / shares | $ 10 | |||||
Stock redeemed or called during period, value | $ 30 | |||||
Common Class B [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Stockholders Equity Note Stock Split Conversion Ratio1 | 0.196 | |||||
Founder Shares Conversion | shares | 1,000,000 | |||||
[1] | Reflected net of deemed dividend and beneficial conversion feature (see note 8) |
Property and Equipment - (Detai
Property and Equipment - (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 1,077 | $ 804 |
Less accumulated depreciation and amortization | (291) | (116) |
Total property and equipment,net | 786 | 688 |
Computers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 521 | 248 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 312 | 312 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 244 | $ 244 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization | $ 184 | $ 103 |
Accrued expenses - (Details)
Accrued expenses - (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued Liabilities, Current [Abstract] | ||
Accrued consultant fees | $ 5,086 | $ 278 |
Accrued employee compensation | 6,165 | 3,231 |
Accrued professional fees | 288 | 523 |
Accrued other taxes | 402 | 0 |
Accrued other | 196 | 348 |
Accrued Liabilities, Total | $ 12,137 | $ 4,380 |
Related Party Transactions (Det
Related Party Transactions (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions (Details) [Line Items] | |
Sale of Stock, Description of Transaction | the exercise of the Warrants may be settled in cash upon the occurrence of a tender offer or exchange that involves more than 50% of the outstanding shares of the Company’s common stock. |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)ft² | |
Lessee, Lease, Description [Line Items] | |
Operating lease expense | $ 1,300 |
Variable lease Expense | 0 |
Operating leases | $ 1,200 |
Weighted average incremental borrowing rate | 6.00% |
Weighted average remaining lease term | 4 years 5 months 8 days |
New York City [Member] | |
Lessee, Lease, Description [Line Items] | |
Area of office space | ft² | 7,900 |
Lease additional term | 5 years |
Lease existence of option to extend | true |
Operating lease expiration year | 2027 |
San Francisco, California [Member] | |
Lessee, Lease, Description [Line Items] | |
Area of office space | ft² | 8,200 |
Lease existence of option to extend | false |
Operating lease expiration year | 2022 |
Leases - Schedule of Aggregate
Leases - Schedule of Aggregate Lease Payments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Leases [Abstract] | |
2021 | $ 1,012 |
2022 | 552 |
2023 | 599 |
2024 | 615 |
2026 and thereafter | 711 |
Total undiscounted lease payments | 3,489 |
Less: imputed interest | (434) |
Total operating lease liabilities | $ 3,055 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Commitments (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Leases [Abstract] | |
2021 | $ 1,229 |
2022 | 1,013 |
2023 | 552 |
2024 | 599 |
2025 | 615 |
Thereafter | 711 |
Total future minimum lease payments | $ 4,719 |
Fair Value Measurements and M_3
Fair Value Measurements and Marketable Securities Available For Sale - Schedule of Marketable securities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Cash equivalents: | ||
Cash equivalents | $ 84,708 | $ 10,399 |
Marketable securities: | ||
Marketable Securities | 632,969 | 185,997 |
Financial liabilities: | ||
Warrants | 11,037 | |
Total financial assets | 717,677 | 196,396 |
Level 1 [Member] | ||
Cash equivalents: | ||
Cash equivalents | 53,292 | 400 |
Marketable securities: | ||
Marketable Securities | 14,797 | 0 |
Financial liabilities: | ||
Warrants | 10,631 | |
Total financial assets | 68,089 | 400 |
Level 2 [Member] | ||
Cash equivalents: | ||
Cash equivalents | 31,416 | 9,999 |
Marketable securities: | ||
Marketable Securities | 618,172 | 185,997 |
Financial liabilities: | ||
Total financial assets | 649,588 | 195,996 |
Level 3 [Member] | ||
Cash equivalents: | ||
Cash equivalents | 0 | 0 |
Marketable securities: | ||
Marketable Securities | 0 | 0 |
Financial liabilities: | ||
Warrants | 406 | |
Total financial assets | 0 | 0 |
U.S. government and government agency securities [Member] | ||
Cash equivalents: | ||
Cash equivalents | 9,999 | |
Marketable securities: | ||
Marketable Securities | 267,267 | 98,180 |
U.S. government and government agency securities [Member] | Level 1 [Member] | ||
Cash equivalents: | ||
Cash equivalents | 0 | |
Marketable securities: | ||
Marketable Securities | 0 | |
U.S. government and government agency securities [Member] | Level 2 [Member] | ||
Cash equivalents: | ||
Cash equivalents | 9,999 | |
Marketable securities: | ||
Marketable Securities | 267,267 | 98,180 |
U.S. government and government agency securities [Member] | Level 3 [Member] | ||
Cash equivalents: | ||
Cash equivalents | 0 | |
Marketable securities: | ||
Marketable Securities | 0 | 0 |
Corporate bonds [Member] | ||
Cash equivalents: | ||
Cash equivalents | 571 | |
Marketable securities: | ||
Marketable Securities | 320,192 | 87,817 |
Corporate bonds [Member] | Level 1 [Member] | ||
Cash equivalents: | ||
Cash equivalents | 0 | |
Marketable securities: | ||
Marketable Securities | 0 | |
Corporate bonds [Member] | Level 2 [Member] | ||
Cash equivalents: | ||
Cash equivalents | 571 | |
Marketable securities: | ||
Marketable Securities | 320,192 | 87,817 |
Corporate bonds [Member] | Level 3 [Member] | ||
Cash equivalents: | ||
Cash equivalents | 0 | |
Marketable securities: | ||
Marketable Securities | 0 | 0 |
Commercial Paper [Member] | ||
Cash equivalents: | ||
Cash equivalents | 30,845 | |
Marketable securities: | ||
Marketable Securities | 16,892 | |
Commercial Paper [Member] | Level 1 [Member] | ||
Cash equivalents: | ||
Cash equivalents | 0 | |
Commercial Paper [Member] | Level 2 [Member] | ||
Cash equivalents: | ||
Cash equivalents | 30,845 | |
Marketable securities: | ||
Marketable Securities | 16,892 | |
Commercial Paper [Member] | Level 3 [Member] | ||
Cash equivalents: | ||
Cash equivalents | 0 | |
Marketable securities: | ||
Marketable Securities | 0 | |
Certificate of deposits [Member] | ||
Marketable securities: | ||
Marketable Securities | 3,000 | |
Certificate of deposits [Member] | Level 2 [Member] | ||
Marketable securities: | ||
Marketable Securities | 3,000 | |
Certificate of deposits [Member] | Level 3 [Member] | ||
Marketable securities: | ||
Marketable Securities | 0 | |
Municipal Bonds [Member] | ||
Marketable securities: | ||
Marketable Securities | 10,821 | |
Municipal Bonds [Member] | Level 2 [Member] | ||
Marketable securities: | ||
Marketable Securities | 10,821 | |
Municipal Bonds [Member] | Level 3 [Member] | ||
Marketable securities: | ||
Marketable Securities | 0 | |
Exchange Traded Funds [Member] | ||
Marketable securities: | ||
Marketable Securities | 14,797 | |
Exchange Traded Funds [Member] | Level 1 [Member] | ||
Marketable securities: | ||
Marketable Securities | 14,797 | |
Exchange Traded Funds [Member] | Level 2 [Member] | ||
Marketable securities: | ||
Marketable Securities | 0 | |
Exchange Traded Funds [Member] | Level 3 [Member] | ||
Marketable securities: | ||
Marketable Securities | 0 | |
Money Market Funds [Member] | ||
Cash equivalents: | ||
Cash equivalents | 53,292 | 400 |
Money Market Funds [Member] | Level 1 [Member] | ||
Cash equivalents: | ||
Cash equivalents | 53,292 | 400 |
Money Market Funds [Member] | Level 2 [Member] | ||
Cash equivalents: | ||
Cash equivalents | 0 | 0 |
Money Market Funds [Member] | Level 3 [Member] | ||
Cash equivalents: | ||
Cash equivalents | $ 0 | $ 0 |
Fair Value Measurements and M_4
Fair Value Measurements and Marketable Securities Available For Sale - Schedule of Cost, Aggregate Fair Value and Unrealized Gains of Marketable Securities Available-for-sale (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale, Amortized Cost [Abstract] | ||
Amortized Cost | $ 719,028 | $ 194,839 |
Unrealized Gains | 363 | 1,557 |
Unrealized Losses | (1,714) | 0 |
Fair Value | 717,677 | 196,396 |
Cash Equivalents [Member] | ||
Debt Securities, Available-for-sale, Amortized Cost [Abstract] | ||
Amortized Cost | 84,708 | 10,399 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | 84,708 | 10,399 |
Marketable securities [Member] | ||
Debt Securities, Available-for-sale, Amortized Cost [Abstract] | ||
Amortized Cost | 634,320 | 184,440 |
Unrealized Gains | 363 | 1,557 |
Unrealized Losses | (1,714) | 0 |
Fair Value | 632,969 | 185,997 |
U.S. government and government agency securities [Member] | Cash Equivalents [Member] | ||
Debt Securities, Available-for-sale, Amortized Cost [Abstract] | ||
Amortized Cost | 9,999 | |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Fair Value | 9,999 | |
U.S. government and government agency securities [Member] | Marketable securities [Member] | ||
Debt Securities, Available-for-sale, Amortized Cost [Abstract] | ||
Amortized Cost | 267,792 | 97,495 |
Unrealized Gains | 213 | 685 |
Unrealized Losses | (738) | 0 |
Fair Value | 267,267 | 98,180 |
Corporate bonds [Member] | Cash Equivalents [Member] | ||
Debt Securities, Available-for-sale, Amortized Cost [Abstract] | ||
Amortized Cost | 571 | |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Fair Value | 571 | |
Corporate bonds [Member] | Marketable securities [Member] | ||
Debt Securities, Available-for-sale, Amortized Cost [Abstract] | ||
Amortized Cost | 320,827 | 86,945 |
Unrealized Gains | 147 | 872 |
Unrealized Losses | (782) | 0 |
Fair Value | 320,192 | 87,817 |
Commercial Paper [Member] | Cash Equivalents [Member] | ||
Debt Securities, Available-for-sale, Amortized Cost [Abstract] | ||
Amortized Cost | 30,845 | |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Fair Value | 30,845 | |
Commercial Paper [Member] | Marketable securities [Member] | ||
Debt Securities, Available-for-sale, Amortized Cost [Abstract] | ||
Amortized Cost | 16,889 | |
Unrealized Gains | 3 | |
Unrealized Losses | 0 | |
Fair Value | 16,892 | |
Certificate of deposits [Member] | Marketable securities [Member] | ||
Debt Securities, Available-for-sale, Amortized Cost [Abstract] | ||
Amortized Cost | 3,000 | |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Fair Value | 3,000 | |
Municipal Bonds [Member] | Marketable securities [Member] | ||
Debt Securities, Available-for-sale, Amortized Cost [Abstract] | ||
Amortized Cost | 10,849 | |
Unrealized Gains | 0 | |
Unrealized Losses | (28) | |
Fair Value | 10,821 | |
Exchange Traded Funds [Member] | Marketable securities [Member] | ||
Debt Securities, Available-for-sale, Amortized Cost [Abstract] | ||
Amortized Cost | 14,963 | |
Unrealized Gains | 0 | |
Unrealized Losses | (166) | |
Fair Value | 14,797 | |
Money Market Funds [Member] | Cash Equivalents [Member] | ||
Debt Securities, Available-for-sale, Amortized Cost [Abstract] | ||
Amortized Cost | 53,292 | 400 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | $ 53,292 | $ 400 |
Fair Value Measurements and M_5
Fair Value Measurements and Marketable Securities (Additional Information) (Details) | 12 Months Ended |
Dec. 31, 2021Securities | |
Allowance for Credit Loss [Abstract] | |
Number of equity securities sold | 0 |
Fair Value Measurements and M_6
Fair Value Measurements and Marketable Securities Available For Sale - Schedule of Net Realized Gain (Loss) on Marketable Securities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Realized gains (losses) on available-for-sale securities were as follows | ||
Realized gains from sales of available-for-sale securities | $ 88 | $ 313 |
Realized losses from sales of available-for-sale securities | (2) | (95) |
Realized gains (losses) on available-for-sale securities | 86 | 218 |
Net gains (losses) on equity securities were as follows: | ||
Net realized gains on equities sold | ||
Net unrealized losses on equities | (166) | |
Net gains (losses) on equity securities | (166) | |
Net loss (gain) on marketable securities | $ (80) | $ 218 |
Fair Value Measurements and M_7
Fair Value Measurements and Marketable Securities Available For Sale - Schedule Of Available for sale Securities Maturity on Fair Value (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Available-for-sale Securities, Debt Maturities [Abstract] | |
Due With in one year, Amortized Cost | $ 337,825 |
Due after one year through five years, Amortized Cost | 280,347 |
Total, Amortized Cost | 618,172 |
Corporate bonds [Member] | |
Available-for-sale Securities, Debt Maturities [Abstract] | |
Due With in one year, Amortized Cost | 172,637 |
Due after one year through five years, Amortized Cost | 147,555 |
Total, Amortized Cost | 320,192 |
U.S. government and government agency securities [Member] | |
Available-for-sale Securities, Debt Maturities [Abstract] | |
Due With in one year, Amortized Cost | 137,505 |
Due after one year through five years, Amortized Cost | 129,762 |
Total, Amortized Cost | 267,267 |
Commercial Paper [Member] | |
Available-for-sale Securities, Debt Maturities [Abstract] | |
Due With in one year, Amortized Cost | 16,892 |
Due after one year through five years, Amortized Cost | 0 |
Total, Amortized Cost | 16,892 |
Municipal Bonds [Member] | |
Available-for-sale Securities, Debt Maturities [Abstract] | |
Due With in one year, Amortized Cost | 7,791 |
Due after one year through five years, Amortized Cost | 3,030 |
Total, Amortized Cost | 10,821 |
Certificate of deposits [Member] | |
Available-for-sale Securities, Debt Maturities [Abstract] | |
Due With in one year, Amortized Cost | 3,000 |
Due after one year through five years, Amortized Cost | 0 |
Total, Amortized Cost | $ 3,000 |
Redeemable Series A Convertib_2
Redeemable Series A Convertible Preferred Stock - Additional Information (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($)shares | |
Holding of Outstanding Preferred Stock | 49.00% |
Exceeded Fair Value of the Common Stock | $ 22.6 |
Increase in Paid in Capital | 22.6 |
Reduction to additional paid in-capital | $ 22.6 |
Series A Preferred Stock [Member] | |
Preferred stock, shares issued | shares | 175,884,898 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 26, 2021 | Feb. 10, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 20, 2020 | Oct. 20, 2020 |
Stockholders' Equity (Details) [Line Items] | ||||||
Common stock terms of conversion | The holder of the Class B Common Stock had the option to convert each share into one fully paid share of Class A Common Stock at any time. Upon the earlier of the date (i) the Founder of the Company owns in aggregate fewer than 220,571,000 shares of Common Stock, (ii) the Founder no longer serves as the Company’s Chief Executive Office or (iii) the Founder’s death or disability, each share of Common B Common Stock shall automatically convert to one fully paid share of Class A Common Stock and the Company shall not issue any additional shares of Class B Common Stock. Each share of Class B Common Stock shall automatically convert into one paid share of Class A Common Stock upon any sale or disposition of a share of Class B Common Stock. | |||||
Common stock shares issued | 217,948,568 | 149,042,155 | ||||
Common stock outstanding | 217,948,568 | 149,042,155 | ||||
Founder | ||||||
Stockholders' Equity (Details) [Line Items] | ||||||
Common stock outstanding | 220,571,000 | |||||
Class A Common Stock [Member] | ||||||
Stockholders' Equity (Details) [Line Items] | ||||||
Shares exchanged in recapitalization | 281,130,898 | |||||
Ownership percentage of outstanding shares | 95.00% | |||||
Common stock shares issued | 216,948,568 | 91,397,142 | ||||
Common stock outstanding | 216,948,568 | 91,397,142 | ||||
Equity Method Investment Ownership Percentage | 95.00% | |||||
Aggregate fair value of common stock issued to common stockholder | $ 3.8 | |||||
Shares issued, price per share | $ 10.28 | $ 11.50 | $ 10 | |||
Number of Shares Decreased Subject to Repurchase Under Stock Restriction Agreement | 1,101,240 | |||||
Stock Repurchased During Period, Shares | 6,061,439 | |||||
Common Stock, Voting Rights | one vote per share | |||||
Class A Common Stock [Member] | Founder | ||||||
Stockholders' Equity (Details) [Line Items] | ||||||
Shares, Issued | 368,408 | |||||
Common Class B [Member] | ||||||
Stockholders' Equity (Details) [Line Items] | ||||||
Common stock shares issued | 1,000,000 | 57,645,013 | 294,094,678 | |||
Common stock outstanding | 1,000,000 | 57,645,013 | ||||
Common Class B [Member] | Founder | ||||||
Stockholders' Equity (Details) [Line Items] | ||||||
Ownership percentage of outstanding shares | 100.00% | |||||
Equity Method Investment Ownership Percentage | 100.00% | |||||
Class A And Class B Common Stock [Member] | ||||||
Stockholders' Equity (Details) [Line Items] | ||||||
Business Combination, Control Obtained Description | Holders of Class A and Class B common stock are entitled to one vote per share on all matters, except that the holders of Class A common stock do not participate in the election of the directors who are elected exclusively by the holders of Class B common stock. Holders of Class A and Class B common stock vote together as a single class on all matters, except that (i) the holders of Class B common stock have the right, voting as a separate class, to elect and remove without cause three directors plus at least 50% of any directors in excess of seven, and (ii) the approval of the holders of a majority of Class B common stock, voting as a separate class, is required for approval by the stockholders of any acquisition (whether by merger, sale of shares or sale of assets) or liquidation. There are no cumulative voting rights. | |||||
Preferred Stock, Convertible, Shares Issuable | 43,188,000 | |||||
Common Stock, Voting Rights | one vote per share on all matters | |||||
Series A Preferred Stock [Member] | ||||||
Stockholders' Equity (Details) [Line Items] | ||||||
Shares exchanged in recapitalization | 12,963,780 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Securities Outstanding Excluded from Calculation of Weighted Average Shares Outstanding (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Class A Common Shares Subject to Repurchase [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Securities outstanding excluded from calculation of weighted average shares outstanding | 6,061,439 | 18,184,319 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Securities outstanding excluded from calculation of weighted average shares outstanding | 5,787,472 | 0 |
Class A Common Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Securities outstanding excluded from calculation of weighted average shares outstanding | 11,216,275 | 8,490,703 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income - Schedule of Changes in Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Other Comprehensive Income [Abstract] | ||
Balance at beginning of period | $ 1,557 | $ 421 |
Unrealized (loss) gain | (2,656) | 1,354 |
Amount reclassified for realized gains included in gain (loss) on marketable securities | (86) | (218) |
Balance at end of period | $ (1,185) | $ 1,557 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
2021 Equity Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Description | The number of shares of Class A common stock reserved for issuance under the 2021 Plan will automatically increase on January 1 of each year, starting on January 1, 2022 through January 1, 2031, in an amount equal to (1) 4.0% of the total number of shares of Class A common stock and Class B common stock outstanding or issuable upon conversion or exercise of outstanding instruments on December 31 of the preceding year, or (2) a lesser number of shares of Class A common stock determined by our board of directors prior to the date of the increase | |
Number of common stock outstanding or issuable, percentage | 4.00% | |
Employee Stock Purchase Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Description | The number of shares of Class A common stock reserved for issuance under the 2021 ESPP will automatically increase on January 1st of each year, beginning on January 1, 2022 and continuing through and including January 1, 2031, by 1.0% of the total number of shares of Class A common stock and Class B common stock outstanding or issuable upon conversion or exercise of outstanding instruments on December 31st of the preceding calendar year or such lesser number of shares of Class A common stock as determined by our board of directors. | |
Number of common stock outstanding or issuable, percentage | 1.00% | |
Shares based option granted vest period | 4 years | |
Shares based option granted expiration period | 10 years | |
Common Class A [Member] | Maximum [Member] | 2021 Equity Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of common shares issuable under the plan (in shares) | 50,684,047 | |
Common Stock, Capital Shares Reserved for Future Issuance | 152,052,141 | |
Common Class A [Member] | Maximum [Member] | Employee Stock Purchase Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of common shares issuable under the plan (in shares) | 4,750,354 | |
Tranche One | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares based option granted vest period | 3 years | |
Shares Based Stock Option Granted Vesting Percentage | 20.00% | |
Tranche Two | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares based option granted vest period | 4 years | |
Shares Based Stock Option Granted Vesting Percentage | 20.00% | |
Tranche Three | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares based option granted vest period | 5 years | |
Shares Based Stock Option Granted Vesting Percentage | 60.00% | |
Options with Service Conditions | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares based weighted average grant-date fair value of stock options | $ 7.54 | $ 1.67 |
Share Based Compensation Arrangement By Share Based By Weighted Average Period | 2 years 4 months 20 days | |
Options with Service Conditions | Employee Stock Purchase Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 18.3 | |
Options with Service Market And Performance Conditions | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares based weighted average grant-date fair value of stock options | $ 6.56 | $ 3.15 |
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 17.1 | |
Share Based Compensation Arrangement By Share Based By Weighted Average Period | 4 years 4 months 9 days |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 9,268 | $ 2,202 |
Research And Development [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 5,020 | 1,509 |
General and administrative [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 4,248 | $ 693 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Options with Service Conditions [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of share option outstanding, Beginning balance | 24,425,669 |
Conversion adjustment related to the Merge | (19,638,051) |
Number of share option outstanding, 2020 after adjustment | 4,787,618 |
Number of share option, Granted | 2,468,443 |
Number of share option, Forfeited or canceled | (637,164) |
Number of share option, Expired | (31,851) |
Number of share option, Exercised | (258,395) |
Number of share option outstanding, Ending balance | 6,328,651 |
Number of share option exercisable, Ending balance | 1,982,052 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 2.51 |
Weighted Average Exercise Price, Granted | $ / shares | 5.37 |
Weighted Average Exercise Price, Forfeited | $ / shares | 7.63 |
Weighted Average Exercise Price, Expired | $ / shares | 1.74 |
Weighted Average Exercise Price, Exercised | $ / shares | 1.74 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ / shares | 5.37 |
Weighted Average Exercise Price, Exercisable at December 31, 2021 | $ / shares | $ 2.35 |
Weighted average remaining contractual term (in years), Outstanding at December, 2021 | 8 years 8 months 8 days |
Weighted Average Remaining Contractual Term, Exercisable at December 31, 2021 | 8 years 3 months |
Aggregate Intrinsic Value, Exercised | $ | $ 2,173 |
Aggregate Intrinsic Value, Outstanding at December 31, 2021 | $ | 25,408 |
Aggregate Intrinsic Value, Exercisable at December 31, 2021 | $ | $ 12,309 |
Options with Service, Market, and Performance Conditions | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of share option outstanding, Beginning balance | 18,892,549 |
Conversion adjustment related to the Merge | (15,189,464) |
Number of share option outstanding, 2020 after adjustment | 3,703,085 |
Number of share option, Granted | 1,976,469 |
Number of share option, Forfeited or canceled | (791,930) |
Number of share option outstanding, Ending balance | 4,887,624 |
Number of share option exercisable, Ending balance | 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 4.80 |
Weighted Average Exercise Price, Granted | $ / shares | 11.37 |
Weighted Average Exercise Price, Forfeited | $ / shares | 5.11 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ / shares | 7 |
Weighted Average Exercise Price, Exercisable at December 31, 2021 | $ / shares | $ 0 |
Weighted average remaining contractual term (in years), Outstanding at December, 2021 | 9 years 6 months 7 days |
Weighted Average Remaining Contractual Term, Exercisable at December 31, 2021 | |
Aggregate Intrinsic Value, Outstanding at December 31, 2021 | $ | $ 12,263 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Grant-date Fair Value of Stock Options Granted (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Options with Service Conditions [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Dividend | 0.00% | 0.00% |
Options with Service Conditions [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise price | $ 14.39 | $ 10.36 |
Risk-free interest rate | 1.39% | 1.64% |
Expected volatility | 95.00% | 95.00% |
Expected term in years | 6 years 3 months | 6 years 3 months |
Options with Service Conditions [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise price | $ 8.25 | $ 1.74 |
Risk-free interest rate | 0.51% | 0.37% |
Expected volatility | 90.00% | 85.00% |
Expected term in years | 5 years 3 months 10 days | 6 years 29 days |
Options with Service, Market, and Performance Conditions | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 0.78% | |
Expected volatility | 71.00% | |
Dividend | 0.00% | 0.00% |
Options with Service, Market, and Performance Conditions | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise price | $ 14.39 | $ 10.36 |
Risk-free interest rate | 1.70% | |
Expected volatility | 74.00% | |
Expected term in years | 7 years 6 months | 6 years 7 days |
Options with Service, Market, and Performance Conditions | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise price | $ 8.25 | $ 4.60 |
Risk-free interest rate | 0.92% | |
Expected volatility | 72.00% | |
Expected term in years | 6 years 2 months 23 days | 5 years 10 months 6 days |
401(K) PLAN - Additional Inform
401(K) PLAN - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | ||
Maximum Annual Contributions Per Employee, Percent | 3.00% | |
Maximum Annual Contributions Per Employee, Amount | $ 0.4 | $ 0.2 |
Warrants - Additional Informati
Warrants - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 26, 2021 | Oct. 20, 2020 | |
Class of Warrant or Right [Line Items] | |||
Warrants to purchase common stock outstanding | 5,787,472 | ||
Change in Fair Value, Gain (Loss) | $ 4.2 | ||
Fair Value Transfers, Description | There were no transfers between Levels 1, 2 or 3 during the period ended December 31, 2021. | ||
Public Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants to purchase common stock outstanding | 4,791,639 | ||
Private Placement Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants to purchase common stock outstanding | 162,500 | ||
Forward Purchase Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants to purchase common stock outstanding | 833,333 | ||
Class A Common Stock [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants to purchase common stock outstanding | 5,787,472 | ||
Aggregate warrants outstanding | 5,787,472 | ||
Shares issued, price per share | $ 11.50 | $ 10.28 | $ 10 |
Warrants - Schedule of Quantita
Warrants - Schedule of Quantitative Information Regarding Level 3 Fair Value Measurements (Details) - USD ($) | Feb. 10, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Class of Warrant or Right [Line Items] | |||
Fair value of Warrants | $ (4,231,000) | $ 0 | |
Level 3 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Share Price | $ 10.42 | $ 8.50 | |
Strike price | $ 11.50 | $ 11.50 | |
Expected term in years | 5 years | 4 years 1 month 6 days | |
Expected volatility | 35.30% | 47.80% | |
Risk-free interest rate | 0.50% | 1.10% | |
Dividend | 0.00% | 0.00% | |
Fair value of Warrants | $ 2,640 | $ 1,910 |
Warrants - Schedule of Fair Val
Warrants - Schedule of Fair Values for Outstanding Warrants (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Class of Warrant or Right [Line Items] | |
Fair values of outstanding warrants | $ 11,037 |
Public Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Fair values of outstanding warrants | 9,056 |
Private Placement Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Fair values of outstanding warrants | 406 |
Forward Purchase Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Fair values of outstanding warrants | $ 1,575 |
Warrants - Schedule of Fair V_2
Warrants - Schedule of Fair Values for Outstanding Warrants (Parenthetical) (Details) | Dec. 31, 2020shares |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants issued | 0 |
Warrants - Summary of Changes i
Warrants - Summary of Changes in liabilities classified in Level 3 of the fair value hierarchy (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Warrants and Rights Note Disclosure [Abstract] | |
Beginning balance | $ 0 |
Recognition of Private Warrants Liability Upon Closing Date | 475 |
Change in fair value of Private Warrants liability recognized in earnings | (69) |
Ending balance | $ 406 |
Income Tax - Summary of Net Def
Income Tax - Summary of Net Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax asset | ||
Net operating loss carryforward | $ 13,442 | $ 4,427 |
Research and development tax credits | 3,721 | 698 |
Capitalized research and development costs | 33,435 | 16,228 |
Stock-based compensation | 1,857 | 341 |
Accrued bonus | 1,924 | |
Lease Liability | 953 | |
Other | 26 | 529 |
Total deferred tax assets | 55,358 | 22,223 |
Deferred tax liabilities: | ||
Unrealized gain on marketable securities | (474) | |
Right of use asset | 896 | |
Other | (1) | |
Total deferred tax liabilities | (896) | (475) |
Valuation allowance | (54,462) | (21,748) |
Net deferred tax assets | $ 0 | $ 0 |
Income Tax - Summary Income Tax
Income Tax - Summary Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
State | ||
Current tax expense - federal and state | $ 1 | $ 0 |
Deferred tax benefit | 0 | (12,002) |
Change in Valuation Allowance | (1) | 12,002 |
Provision for income taxes | $ 0 | $ 0 |
Income Tax - Summary of Reconci
Income Tax - Summary of Reconciliation of the Federal Income Tax Rate to the Company's Effective Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | 21.00% | 21.00% |
State income taxes, net of federal tax benefit | 10.21% | 9.40% |
Permanent differences | 0.39% | (1.46%) |
Tax credits | 1.59% | |
True-up | 3.87% | |
Change in rate | 0.59% | |
Other items | 0.01% | 0.05% |
Valuation allowance | (37.66%) | (28.99%) |
Effective tax rate | 0.00% | 0.00% |
Income Tax - Additional Informa
Income Tax - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes [Line Items] | |||
Net operating losses carried forward expiration year | 2038 | ||
Tax Credit Carryforwards Expiration | 2039 | ||
Unrecognized tax benefits | $ 1,595 | $ 0 | $ 0 |
State [Member] | |||
Income Taxes [Line Items] | |||
Federal and state net operating loss carryovers | 76,200 | ||
Tax Credit Carryforward | 1,600 | ||
Federal [Member] | |||
Income Taxes [Line Items] | |||
Federal and state net operating loss carryovers | 42,700 | ||
Tax Credit Carryforward | $ 3,700 |
Income Tax - Summary of unrecog
Income Tax - Summary of unrecognized tax benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Unrecognized Tax Benefits, Beginning Balance | $ 0 | $ 0 |
Gross increases - current year tax positions | 893 | 0 |
Gross increases - prior year tax positions | 702 | 0 |
Unrecognized Tax Benefits, Ending Balance | $ 1,595 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - Standby Letter of Credit [Member] $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Letter of Credit, Amount | $ 0.5 |
Line of credit facility, frequency of commitment fee payment | annually |