Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 16, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | JANX | ||
Security12b Title | Common Stock, $0.001 par value per share | ||
Security Exchange Name | NASDAQ | ||
Entity Registrant Name | Janux Therapeutics, Inc. | ||
Entity Central Index Key | 0001817713 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
ICFR Auditor Attestation Flag | false | ||
Entity Public Float | $ 525.7 | ||
Entity Common Stock, Shares Outstanding | 41,622,962 | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Shell Company | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-40475 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 82-2289112 | ||
Entity Address, Address Line One | 11099 N. Torrey Pines Road, Suite 290 | ||
Entity Address, City or Town | La Jolla | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 92037 | ||
City Area Code | 858 | ||
Local Phone Number | 750-4700 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement for its 2022 Annual Meeting of Stockholders, which the registrant intends to file pursuant to Regulation 14A with the Securities and Exchange Commission not later than 120 days after the registrant’s fiscal year ended December 31, 2021, are incorporated by reference into Part III of this Annual Report on Form 10-K. | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Firm ID | 42 | ||
Auditor Location | San Diego, California |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 35,582 | $ 7,813 |
Accounts receivable | 0 | 8,000 |
Short-term investments | 339,383 | 0 |
Prepaid expenses and other current assets (includes related party amounts of $14 and $0, respectively) | 2,054 | 249 |
Total current assets | 377,019 | 16,062 |
Restricted cash | 816 | 0 |
Property and equipment, net | 1,412 | 155 |
Operating lease right-of-use assets | 185 | 0 |
Other long-term assets | 392 | 0 |
Total assets | 379,824 | 16,217 |
Current liabilities: | ||
Accounts payable | 2,458 | 428 |
Accrued liabilities (includes related party amounts of $0 and $544, respectively) | 3,779 | 751 |
Current portion of deferred revenue | 5,163 | 1,950 |
Unvested stock liabilities | 1,203 | 52 |
Current portion of operating lease liabilities | 194 | 0 |
Total current liabilities | 12,797 | 3,181 |
Deferred revenue, net of current portion | 700 | 6,050 |
Total liabilities | 13,497 | 9,231 |
Commitments and contingencies (Note 3) | ||
Convertible preferred stock, $0.001 par value; authorized shares - 0 and 6,838,829 at December 31, 2021 and 2020, respectively; issued and outstanding shares - 0 and 6,838,829 at December 31, 2021 and 2020, respectively; liquidation preference - $0 and $21,709 at December 31, 2021 and 2020, respectively | 0 | 21,624 |
Stockholders’ equity (deficit): | ||
Preferred stock, $0.001 par value; authorized shares - 10,000,000 and 0 at December 31, 2021 and 2020, respectively; no shares issued and outstanding at December 31, 2021 and 2020 | ||
Common stock, $0.001 par value; authorized shares - 200,000,000 and 9,000,000 at December 31, 2021 and 2020, respectively; issued shares - 41,622,962 and 1,257,736 at December 31, 2021 and 2020, respectively; outstanding shares - 41,243,137 and 1,046,599 at December 31, 2021 and 2020, respectively | 41 | 1 |
Additional paid-in capital | 413,967 | 100 |
Accumulated other comprehensive income (loss) | (270) | 0 |
Accumulated deficit | (47,411) | (14,739) |
Total stockholders’ equity (deficit) | 366,327 | (14,638) |
Total liabilities, convertible preferred stock and stockholders’ equity (deficit) | $ 379,824 | $ 16,217 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Accrued liabilities, related party amount | $ 32 | $ 544 |
Convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Convertible preferred stock, shares authorized | 0 | 6,838,829 |
Convertible preferred stock, shares issued | 0 | 6,838,829 |
Convertible preferred stock, shares outstanding | 0 | 6,838,829 |
Convertible preferred stock, liquidation preference | $ 0 | $ 21,709 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 0 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 9,000,000 |
Common stock, shares issued | 41,622,962 | 1,257,736 |
Common stock, shares outstanding | 41,243,137 | 1,046,599 |
Statements of Operations and Co
Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Collaboration revenue | $ 3,637 | $ 0 |
Operating expenses: | ||
Research and development (includes related party amounts of $1,609 and $1,640, respectively) | 26,237 | 3,041 |
General and administrative (includes related party amounts of $325 and $861, respectively) | 10,329 | 1,802 |
Total operating expenses | 36,566 | 4,843 |
Loss from operations | (32,929) | (4,843) |
Other income (expense): | ||
Interest income | 257 | 0 |
Interest expense – related parties | 0 | (206) |
Change in fair value of convertible promissory notes - related parties | 0 | (1,735) |
Total other income (expense) | 257 | (1,941) |
Net loss | (32,672) | (6,784) |
Other comprehensive loss: | ||
Unrealized gain (loss) on available-for-sale securities, net | (270) | 0 |
Comprehensive loss | $ (32,942) | $ (6,784) |
Net loss per common share, basic and diluted | $ (1.39) | $ (7.41) |
Weighted-average shares of common stock outstanding, basic and diluted | 23,530,252 | 915,146 |
Statements of Operations and _2
Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Research and development expense | $ 26,237 | $ 3,041 |
General and administrative expenses | 10,329 | 1,802 |
Related Party | ||
Research and development expense | 1,609 | 1,640 |
General and administrative expenses | $ 325 | $ 861 |
Statements of Convertible Prefe
Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Convertible Preferred Stock [Member] | Series A Convertible Preferred Stock [Member] | Series B Convertible Preferred Stock [Member] | Series Seed 2 Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] |
Temporary equity, Beginning balance at Dec. 31, 2019 | $ 3,996 | ||||||||
Temporary equity, Beginning balance (in shares) at Dec. 31, 2019 | 2,689,997 | ||||||||
Beginning balance at Dec. 31, 2019 | $ (7,944) | $ 1 | $ 10 | $ 0 | $ (7,955) | ||||
Beginning balance (in shares) at Dec. 31, 2019 | 774,008 | ||||||||
Issuance of convertible preferred stock, net of issuance costs | $ 8,954 | ||||||||
Issuance of convertible preferred stock, net of issuance costs (in shares) | 2,112,674 | ||||||||
Conversion of convertible promissory notes and accrued interest | $ 8,674 | ||||||||
Conversion of convertible promissory notes and accrued interest (in shares) | 2,036,158 | ||||||||
Conversion of convertible preferred stock to common stock in connection with initial public offering, converted | 0 | ||||||||
Exercise of common stock options | 16 | 16 | |||||||
Exercise of common stock options (in shares) | 56,523 | ||||||||
Vesting of restricted shares | 2 | 2 | |||||||
Vesting of restricted shares (in shares) | 216,068 | ||||||||
Stock-based compensation | 72 | 72 | |||||||
Unrealized gain (loss) on investment securities | 0 | ||||||||
Net loss | (6,784) | (6,784) | |||||||
Temporary equity, Ending balance at Dec. 31, 2020 | $ 21,624 | $ 21,624 | $ 17,628 | ||||||
Temporary equity, Ending balance (in shares) at Dec. 31, 2020 | 6,838,829 | 6,838,829 | 4,148,832 | ||||||
Ending balance at Dec. 31, 2020 | $ (14,638) | $ 1 | 100 | 0 | (14,739) | ||||
Ending balance (in shares) at Dec. 31, 2020 | 1,046,599 | ||||||||
Issuance of convertible preferred stock, net of issuance costs | $ 55,722 | $ 124,825 | |||||||
Issuance of convertible preferred stock, net of issuance costs (in shares) | 5,894,740 | 8,038,073 | |||||||
Conversion of convertible preferred stock to common stock in connection with initial public offering, converted | (202,171) | $ 202,171 | |||||||
Conversion of convertible preferred stock to common stock in connection with initial public offering, converted (in shares) | (20,771,642) | ||||||||
Conversion of convertible preferred stock to common stock in connection with initial public offering, issued | 202,171 | $ 27 | 202,144 | ||||||
Conversion of convertible preferred stock to common stock in connection with initial public offering, issued (in shares) | 26,608,460 | ||||||||
Initial public offering, net of issuance costs | 204,167 | $ 13 | 204,154 | ||||||
Initial public offering, net of issuance costs (in shares) | 13,110,000 | ||||||||
Exercise of common stock options | $ 20 | 20 | |||||||
Exercise of common stock options (in shares) | 635,316 | 113,418 | |||||||
Shares issued under employee stock purchase plan | $ 164 | 164 | |||||||
Shares issued under employee stock purchase plan (in shares) | 11,452 | ||||||||
Vesting of restricted shares | 475 | 475 | |||||||
Vesting of restricted shares (in shares) | 353,208 | ||||||||
Stock-based compensation | 6,910 | 6,910 | |||||||
Unrealized gain (loss) on investment securities | (270) | (270) | |||||||
Net loss | (32,672) | (32,672) | |||||||
Temporary equity, Ending balance at Dec. 31, 2021 | $ 0 | ||||||||
Temporary equity, Ending balance (in shares) at Dec. 31, 2021 | 0 | ||||||||
Ending balance at Dec. 31, 2021 | $ 366,327 | $ 41 | $ 413,967 | $ (270) | $ (47,411) | ||||
Ending balance (in shares) at Dec. 31, 2021 | 41,243,137 |
Statements of Convertible Pre_2
Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Series A Convertible Preferred Stock [Member] | ||
Issuance costs | $ 278 | |
Series B Convertible Preferred Stock [Member] | ||
Issuance costs | 175 | |
Series Seed 2 Convertible Preferred Stock [Member] | ||
Issuance costs | $ 46 | |
Initial Public Offering [Member] | ||
Issuance costs | $ 18,703 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (32,672) | $ (6,784) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 113 | 13 |
Loss on disposal of assets | 3 | 0 |
Stock-based compensation | 6,910 | 72 |
Noncash interest – related parties | 0 | 206 |
Amortization (accretion) of premiums/discounts on investments, net | (172) | 0 |
Increase in fair value of convertible promissory notes – related parties | 0 | 1,735 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 8,000 | (8,000) |
Prepaid expenses and other current assets | (1,805) | (249) |
Other long-term assets | (392) | 0 |
Accounts payable | 2,139 | 14 |
Accrued expenses (includes related party amounts of $(512) and $442, respectively) | 3,028 | 624 |
Deferred revenue | (2,137) | 8,000 |
Operating lease right-of-use assets and liabilities, net | 9 | 0 |
Net cash used in operating activities | (16,976) | (4,369) |
Cash flows from investing activities | ||
Purchases of property and equipment | (1,482) | 0 |
Purchases of short-term investments | (473,626) | 0 |
Maturities of short-term investments | 134,145 | 0 |
Net cash used in investing activities | (340,963) | 0 |
Cash flows from financing activities | ||
Proceeds from issuance of convertible promissory notes | 0 | 2,500 |
Proceeds from exercise of vested and unvested common stock options and employee stock purchase plan | 1,810 | 70 |
Proceeds from initial public offering, net of issuance costs | 204,167 | 0 |
Net cash provided by financing activities | 386,524 | 11,524 |
Net increase in cash, cash equivalents and restricted cash | 28,585 | 7,155 |
Cash, cash equivalents and restricted cash - beginning of year | 7,813 | 658 |
Cash, cash equivalents and restricted cash - end of year | 36,398 | 7,813 |
Supplemental disclosure of noncash investing and financing activities | ||
Conversion of convertible preferred stock in connection with initial public offering | 202,171 | 0 |
Conversion of convertible promissory notes and accrued interest into shares of convertible preferred stock | 0 | 8,674 |
Unpaid fixed asset additions | 38 | 147 |
Vesting of restricted common stock | 475 | 2 |
Unrealized gain (loss) on short-term investments | (270) | 0 |
Operating lease liabilities arising from right-of-use assets | 256 | 0 |
Series Seed 2 Convertible Preferred Stock [Member] | ||
Cash flows from financing activities | ||
Proceeds from issuance of convertible preferred stock, net of issuance costs | 0 | 8,954 |
Series A Convertible Preferred Stock [Member] | ||
Cash flows from financing activities | ||
Proceeds from issuance of convertible preferred stock, net of issuance costs | 55,722 | 0 |
Series B Convertible Preferred Stock [Member] | ||
Cash flows from financing activities | ||
Proceeds from issuance of convertible preferred stock, net of issuance costs | $ 124,825 | $ 0 |
Statements of Cash Flows (Paren
Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Cash Flows [Abstract] | ||
Accrued expenses includes related party amounts | $ (512) | $ 442 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Summary of Significant Accounting Policies | 1. Organization and Summ ary of Significant Accounting Policies Organization Janux Therapeutics, Inc. (the “Company”) was incorporated in the State of Delaware in June 2017 and is based in San Diego, California. The Company is a preclinical stage biopharmaceutical company developing a broad pipeline of novel immunotherapies by applying its proprietary technology to its Tumor Activated T Cell Engager ("TRACTr") and Tumor Activated Immunomodulator ("TRACIr") platforms to better treat patients suffering from cancer. Forward Stock Split In June 2021, the Company’s board of directors and stockholders approved an amendment to the Company’s certificate of incorporation to effect a forward split of shares of the Company’s common stock on a one-for- 1.281 basis, which was effected on June 4, 2021 (the “Forward Stock Split”). The number of authorized shares and the par values of the common stock and convertible preferred stock were not adjusted as a result of the Forward Stock Split. The accompanying financial statements and notes to the financial statements give retroactive effect to the Forward Stock Split for all periods presented. Liquidity and Capital Resources From its inception through December 31, 2021, the Company has devoted substantially all its efforts to organizing and staffing, business planning, raising capital and developing its TRACTr and TRACIr therapeutic platforms and preclinical assets. The Company has incurred net losses and negative cash flows from operations since inception and had an accumulated deficit of $ 47.4 million as of December 31, 2021. The Company has a limited operating history, has not generated any product revenue, and the sales and income potential of its business is unproven. To date the Company has funded its operations primarily with the net proceeds from the issuance of convertible promissory notes, the issuance of convertible preferred stock, the issuance of common stock in its initial public offering (“IPO”), the exercise of common stock options and amounts received under a collaboration agreement. The Company expects to incur substantial operating losses for the next several years and will need to obtain additional financing in order to continue its research and development activities, initiate and complete clinical trials and launch and commercialize any product candidates for which it receives regulatory approval. The Company plans to continue to fund its losses from operations and capital funding needs through public or private equity or debt financings or other sources. The COVID-19 pandemic continues to rapidly evolve and has already resulted in a significant disruption of global capital markets. The impact of the COVID-19 pandemic on capital markets may affect the availability, amount and type of financing available to us in the future. If the Company is not able to secure adequate additional funding, the Company may be forced to make reductions in spending, extend payment terms with suppliers, liquidate assets where possible, or suspend or curtail planned programs. Any of these actions could materially harm the Company’s business, results of operations and future prospects. There can be no assurance that such financing will be available or will be at terms acceptable to the Company. The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or amounts and classification of liabilities that may result from the outcome of this uncertainty. Management is required to perform an analysis over its ability to continue as a going concern. Management must first evaluate whether there are conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern (step 1). If management concludes that substantial doubt is raised, management is also required to consider whether its plans alleviate that doubt (step 2). Management’s assessment included the preparation of cash flow forecasts resulting in management’s conclusion that the Company has sufficient capital to fund operations for at least 12 months from the date the financial statements for the year ended December 31, 2021 are issued. Use of Estimates The Company’s financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The preparation of the Company’s financial statements requires it to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in the Company’s financial statements and accompanying notes. The most significant estimates in the Company’s financial statements relate to estimates to complete the performance obligations and the estimated transaction price for collaboration revenue, accruals for research and development expenses, stock-based compensation and fair value measurements. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of revenues and expenses that are not readily apparent from other sources. Although the impact of the COVID-19 pandemic to the Company’s business and operating results presents additional uncertainty, the Company continues to use the best information available to update its accounting estimates. Actual results may differ materially and adversely from these estimates. Fair Value Option As permitted under Accounting Standards Codification (“ASC”) 825, Financial Instruments , ("ASC 825"), the Company has elected the fair value option to account for its convertible promissory notes issued since inception. In accordance with ASC 825, the Company recorded these convertible promissory notes at fair value with changes in fair value recorded in the statements of operations and comprehensive loss. As a result of applying the fair value option, direct costs and fees related to the convertible promissory notes were recognized in earnings as incurred and not deferred. The convertible promissory notes were converted into Series Seed 2 convertible preferred stock in June 2020. Fair Value Measurements The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or non-recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices in active markets. Level 2: Inputs, other than the quoted prices in active markets that are observable either directly or indirectly. Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The carrying amounts of the Company’s financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, prepaid and other current assets, accounts payable, and accrued liabilities, approximate fair value due to the short-term nature of those instruments. The fair value of assets classified within Level 1 is based on quoted prices in active markets as provided by the Company’s investment managers. The fair value of short-term investments classified within Level 2 is based on standard observable inputs, including reported trades, broker/dealer quotes, and bids and/or offers. The Company validates the quoted market prices provided by its investment managers by comparing the investment managers’ assessment of the fair values of the Company’s investment portfolio balance against the fair values of the Company’s investment portfolio balance obtained from an independent source. The Company has no financial liabilities recorded at fair value on a recurring basis. None of the Company’s non-financial assets or liabilities are recorded at fair value on a non-recurring basis. No transfers between levels have occurred during the periods presented. The following table summarizes the Company’s financial instruments measured at fair value on a recurring basis (in thousands): Fair Value Measurements at Total Quoted Prices in Significant Other Significant As of December 31, 2021: Assets: Cash equivalents: Money market funds $ 15,020 $ 15,020 $ — $ — Commercial paper 9,998 — 9,998 — Total cash equivalents 25,018 15,020 9,998 — Short-term investments: U.S. Treasury securities 99,247 99,247 — — Corporate debt securities 6,026 — 6,026 — Commercial paper 234,110 — 234,110 — Total short-term investments 339,383 99,247 240,136 — Restricted cash: Money market account 816 816 — — Total restricted cash 816 816 — — Total assets measured at fair value on a recurring basis $ 365,217 $ 115,083 $ 250,134 $ — Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. Cash and cash equivalents include cash in readily available checking accounts, commercial paper and money market funds. Restricted Cash Restricted cash consists of a money market account securing a standby letter of credit issued in connection with the Company’s Torrey Plaza operating lease (as defined and described in Note 3). The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the balance sheets that sum to the amounts shown in the statements of cash flows (in thousands): December 31, 2021 2020 Cash and cash equivalents $ 35,582 $ 7,813 Restricted cash 816 — Total cash and cash equivalents and restricted cash $ 36,398 $ 7,813 Accounts Receivable The Company’s accounts receivable balance represents the amounts the Company has billed its customers that are due to the Company unconditionally for goods the Company has delivered or services the Company has performed. When the Company bills its customers with payment terms based on the passage of time, the Company considers the receivable to be unconditional. Receivables are considered past due based on the contractual payment terms. An estimate of credit losses on accounts receivables based on collection history and current economic trends is assessed at each balance sheet date. Once a receivable is deemed to be uncollectible, such balance is charged against the reserve. The Company had $ 0 of accounts receivable outstanding at December 31, 2021, thus an allowance for credit losses was not applicable. Short-Term Investments Short-term investments consist of U.S. treasury securities, corporate debt securities and commercial paper. The Company has classified these investments as available-for-sale, as the sale of such investments may be required prior to maturity to implement management strategies, and therefore has classified all investment securities as current assets. Those investments with maturity dates of three months or less at the date of purchase are presented as cash equivalents in the accompanying balance sheets. Short-term investments are carried at fair value with the unrealized gains and losses included in accumulated other comprehensive income (loss) as a component of stockholders’ equity (deficit) until realized. Any premium or discount arising at purchase is amortized or accreted to interest income as an adjustment to yield using the straight-line method over the life of the instrument. The Company records an allowance for credit losses when unrealized losses are due to credit-related factors. Realized gains and losses are calculated using the specific identification method and recorded as interest income. The following table summarizes short-term investments (in thousands): As of December 31, 2021 Amortized Unrealized Estimated Cost Gains Losses Fair Value U.S. Treasury securities $ 99,457 $ — $ ( 210 ) $ 99,247 Corporate debt securities 6,029 — ( 3 ) 6,026 Commercial paper 234,167 7 ( 64 ) 234,110 Total $ 339,653 $ 7 $ ( 277 ) $ 339,383 The amortized cost and estimated fair value in the table above exclud es $ 0.2 million o f accrued interest receivable as of December 31, 2021 included in prepaid expenses and other current assets in the accompanying balance sheets. Contractual maturities of available-for-sale debt securities are as follows (in thousands): As of December 31, 2021 Due in 1 Year or Less Due Between 1 and 2 Years U.S. Treasury securities $ 51,131 $ 48,116 Corporate debt securities 6,026 — Commercial paper 234,110 — Total $ 291,267 $ 48,116 As of December 31, 2021, 29 of our available-for-sale debt securities with an aggregate fair market value of $ 248.8 million were in an aggregate gross unrealized loss position of $ 0.3 million. The Company considers the decline in market value for the securities to be primarily attributable to current economic and market conditions. These particular investments have been in an unrealized loss position for less than 12 months and it is not more likely than not that the Company will be required to sell any of its securities prior to maturity. Accordingly, no allowance for credit losses has been recorded as of December 31, 2021 . Additionally, no realized gains or losses on sales of short-term investments have been recorded through December 31, 2021 . The Company had no short-term investments as of or during the year ended December 31, 2020. Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents and short-term investments. The Company maintains deposits in a federally insured financial institution in excess of federally insured limits. The Company has not experienced any losses in such account and management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institution in which those deposits are held. The Company is also subject to credit risk from its accounts receivable. The Company generally does not perform evaluations of customers’ financial condition and generally does not require collateral. As of December 31, 2021 and December 31, 2020, all of the Company’s accounts receivable, if any, relate to a single customer. For the year ended December 31, 2021 , all of the Company’s revenue related to a single customer. Property and Equipment, Net Property and equipment, net consists of laboratory equipment, computer equipment and software, and construction in progress. Property and equipment is stated at cost and depreciated over the estimated useful lives of the assets (generally five years ) using the straight-line method. Repairs and maintenance costs are charged to expense as incurred. Impairment of Long-Lived Assets Long-lived assets consist of property and equipment. An impairment loss is recorded if and when events and circumstances indicate that assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amount of those assets. The Company has no t recognized any impairment losses through December 31, 2021. Deferred Revenue When the Company is entitled to bill its customers and receive payment from its customers in advance of its obligation to provide services or transfer goods to its customers, the Company includes the amounts in deferred revenue on its balance sheets. For further discussion, refer to the Company’s revenue recognition policy below. Leases The Company determines if a contract contains a lease at the inception of the contract and evaluates each lease agreement to determine whether the lease is an operating or finance lease . For leases where the Company is the lessee, right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent an obligation to make lease payments arising from the lease. Liabilities from operating leases are included in current portion of operating lease liabilities, and operating lease liabilities, net of current portion on the accompanying balance sheets. The Company does not have any financing leases. Short-term leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company does not have material short-term lease costs. Lease liabilities are measured at the present value of the lease payments not yet paid discounted using the discount rate for the lease established at the lease commencement date. To determine the present value, the implicit rate is used when readily determinable. For those leases where the implicit rate is not provided, the Company determines an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. ROU assets are measured as the present value of the lease payments and also include any prepaid lease payments made and any other indirect costs incurred, and exclude any lease incentives received. Lease terms may include the impact of options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating leases is recognized on a straight-line basis over the lease term. The Company’s operating leases are subject to additional variable charges, including common area maintenance, property taxes, property insurance and other variable costs. Given the variable nature of such costs, they are recognized as expense as incurred. The Company has elected the practical expedient to account for the lease and non-lease components, such as common area maintenance charges, as a single lease component for the Company's facilities leases. Revenue Recognition The Company recognizes revenue in a manner that depicts the transfer of control of a product or a service to a customer and reflects the amount of the consideration the Company is entitled to receive in exchange for such product or service. In doing so, the Company follows a five-step approach: (i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations, and (v) recognize revenue when (or as) the customer obtains control of the product or service. The Company considers the terms of a contract and all relevant facts and circumstances when applying the revenue recognition standard. A customer is a party that has entered into a contract with the Company, where the purpose of the contract is to obtain a product or a service that is an output of the Company’s ordinary activities in exchange for consideration. To be considered a contract, (i) the contract must be approved (in writing, orally, or in accordance with other customary business practices), (ii) each party’s rights regarding the product or the service to be transferred can be identified, (iii) the payment terms for the product or the service to be transferred can be identified, (iv) the contract must have commercial substance (that is, the risk, timing or amount of future cash flows is expected to change as a result of the contract), and (v) it is probable that the Company will collect substantially all of the consideration to which it is entitled to receive in exchange for the transfer of the product or the service. A performance obligation is defined as a promise to transfer a product or a service to a customer. The Company identifies each promise to transfer a product or a service (or a bundle of products or services, or a series of products and services that are substantially the same and have the same pattern of transfer) that is distinct. A product or a service is distinct if both (i) the customer can benefit from the product or the service either on its own or together with other resources that are readily available to the customer and (ii) the Company’s promise to transfer the product or the service to the customer is separately identifiable from other promises in the contract. Each distinct promise to transfer a product or a service is a unit of accounting for revenue recognition. If a promise to transfer a product or a service is not separately identifiable from other promises in the contract, such promises should be combined into a single performance obligation. The transaction price is the amount of consideration the Company is entitled to receive in exchange for the transfer of control of a product or a service to a customer. To determine the transaction price, the Company considers the existence of any significant financing component, the effects of any variable elements, noncash considerations and consideration payable to the customer. If a significant financing component exists, the transaction price is adjusted for the time value of money. If an element of variability exists, the Company must estimate the consideration it expects to receive and uses that amount as the basis for recognizing revenue as the product or the service is transferred to the customer. There are two methods for determining the amount of variable consideration: (i) the expected value method, which is the sum of probability-weighted amounts in a range of possible consideration amounts, and (ii) the mostly likely amount method, which identifies the single most likely amount in a range of possible consideration amounts. If a contract has multiple performance obligations, the Company allocates the transaction price to each distinct performance obligation in an amount that reflects the consideration the Company is entitled to receive in exchange for satisfying each distinct performance obligation. For each distinct performance obligation, revenue is recognized when (or as) the Company transfers control of the product or the service applicable to such performance obligation. In those instances where the Company first receives consideration in advance of satisfying its performance obligation, the Company classifies such consideration as deferred revenue until (or as) the Company satisfies such performance obligation. In those instances where the Company first satisfies its performance obligation prior to its receipt of consideration, the consideration is recorded as accounts receivable. The Company expenses incremental costs of obtaining and fulfilling a contract as and when incurred if the expected amortization period of the asset that would be recognized is one year or less, or if the amount of the asset is immaterial. Otherwise, such costs are capitalized as contract assets if they are incremental to the contract and amortized to expense proportionate to revenue recognition of the underlying contract. Research and Development Expenses All research and development costs are expensed in the period incurred. Payments for these activities are based on the terms of the individual agreements, which may differ from the pattern of costs incurred, and payments made in advance of performance are reflected in the accompanying balance sheets as prepaid expenses. The Company records accruals for estimated costs incurred for ongoing research and development activities. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the services, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates may be made in determining the prepaid or accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. Patent Costs Costs related to filing and pursuing patent applications are recorded as general and administrative expense and expensed as incurred since recoverability of such expenditures is uncertain. Stock-Based Compensation Stock-based compensation expense represents the grant date fair value of equity awards, consisting of stock options and employee stock purchase rights, recognized on a straight-line basis over the requisite service period for stock options and over the respective offering period for employee stock purchase plan rights. The Company estimates the fair value of equity awards using the Black-Scholes option pricing model and recognizes forfeitures as they occur. Income Taxes The Company accounts for income taxes under 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 included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes net deferred tax assets to the extent that the Company believes these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If management determines that the Company would be able to realize its deferred tax assets in the future in excess of their net recorded amount, management would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions on the basis of a two-step process whereby (1) management determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, management recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits within income tax expense. Any accrued interest and penalties are included within the related tax liability. Comprehensive Loss Comprehensive loss is defined as a change in equity during a period from transactions and other events and circumstances from non-owner sources. The only component of other comprehensive loss is unrealized gain (loss) on available-for-sale securities. Comprehensive losses have been reflected in the statements of operations and comprehensive loss and as a separate component in the statements of convertible preferred stock and stockholders’ equity (deficit). Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions on how to allocate resources and assess performance. The Company views its operations and manages its business as one operating segment. No product revenue has been generated since inception and all assets are held in the United States. Net Loss Per Share Basic net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding for the period, without consideration for potentially dilutive securities. The Company has excluded weighted-average unvested shares of 445,326 shares and 233,726 shares from the weighted-average number of common shares outstanding for the years ended December 31, 2021 and 2020, respectively. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common shares and dilutive common stock equivalents outstanding for the period determined using the treasury-stock and if-converted methods. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding as inclusion of the potentially dilutive securities would be anti-dilutive. Potentially dilutive securities not included in the calculation of diluted net loss per share, because to do so would be anti-dilutive, are as follows (in common stock equivalent shares): December 31, 2021 2020 Convertible preferred stock outstanding — 8,760,535 Common stock options 5,654,663 1,096,533 Unvested common stock 379,825 211,137 ESPP shares 5,229 — Total potentially dilutive shares 6,039,717 10,068,205 Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has irrevocably elected not to avail itself of this exemption from new or revised accounting standards and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . The new guidance, among other things, simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments, and amends existing earnings-per-share (“EPS”) guidance by requiring that an entity use the if-converted method when calculating diluted EPS for convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years, with early adoption permitted for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company plans to adopt the new guidance effective January 1, 2022 and is currently evaluating the effect adoption will have on its financial position, results of operations or related disclosures. |
Balance Sheet Details
Balance Sheet Details | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Balance Sheet Details | 2. Balance Sheet Details Property and equipment, net consist of the following (in thousands): December 31, December 31, Laboratory equipment $ 1,377 $ 176 Computer equipment and software 27 — Construction in progress 139 — Total property and equipment 1,543 176 Less: accumulated depreciation ( 131 ) ( 21 ) Property and equipment, net $ 1,412 $ 155 Accrued liabilities consist of the following (in thousands): December 31, December 31, Accrued compensation (including related party amounts of $ 32 and $ 286 , respectively) $ 1,171 $ 286 Accrued research and development (including related party amounts of $ 0 14 , respectively) 2,130 66 Other accrued liabilities (including related party amounts of $ 0 and $ 244 , respectively) 478 399 $ 3,779 $ 751 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 3. Commitments and Contingencies License Agreement with WuXi Biologics (Hong Kong) Limited In April 2021, the Company entered into a cell line license agreement (“Cell Line License Agreement”) with WuXi Biologics (Hong Kong) Limited (“WuXi Biologics”), pursuant to which the Company received a non-exclusive, worldwide, sublicensable license under certain of WuXi Biologics’ patent rights, know-how and biological materials (“WuXi Biologics Licensed Technology”), to use the WuXi Biologics Licensed Technology to make, use, sell, offer for sale and import certain therapeutic products produced through the use of the cell line licensed by WuXi Biologics under the Cell Line License Agreement (“WuXi Biologics Licensed Product”). Specifically, the WuXi Biologics Licensed Technology is used to manufacture a component of the Company’s PSMA-TRACTr and EGFR-TRACTr product candidates. In consideration for the license, the Company paid WuXi Biologics a non-refundable, one-time license fee of $ 0.2 million upon Wuxi Biologics’ achievement of a certain technical milestone. This one-time license fee was recognized as research and development expense when incurred since the WuXi Biologics Licensed Technology had no alternative future use. If the Company does not engage WuXi Biologics or its affiliates to manufacture the WuXi Biologics Licensed Products for its commercial supplies, the Company is required to make royalty payments to WuXi Biologics in an amount equal to a low single-digit percentage of specified portions of net sales of WuXi Biologics Licensed Products manufactured by a third-party manufacturer. The Company has the right (but not the obligation) to buy out its remaining royalty obligations with respect to each WuXi Biologics Licensed Product by paying WuXi Biologics a one-time payment in an amount ranging from low single digit million dollars to a maximum of $ 15.0 million depending on the development and commercialization stage of the WuXi Biologics Licensed Product (the “Buyout Option”), and upon such payment, the Company’s license with respect to such WuXi Biologics Licensed Product will become fully paid-up, irrevocable, and perpetual. The royalty obligations will remain in effect during the term of the Cell Line License Agreement so long as the Company has not exercised the Buyout Option. The Cell Line License Agreement will continue indefinitely unless terminated (i) by the Company upon three months’ prior written notice and the Company’s payment of all amounts due to WuXi Biologics through the effective date of termination, (ii) by either party for the other party’s material breach that remains uncured for 30 days after written notice, and (iii) by WuXi Biologics if the Company fails to make a payment and such failure continues for 30 days after receiving notice of such failure. Operating Leases In August 2021, the Company entered into a lease agreement (the "Ocean Air Lease") located in San Diego, California for the Company’s general office use . The Company determined this facilities lease was an operating lease at the inception of the lease contract. According to accounting standards, the Ocean Air Lease commenced on September 1, 2021 and has a term of 14 months from the commencement date. There are no options to extend the term or early termination provisions. Future minimum noncancelable operating lease payments as of December 31, 2021, excluding operating leases that have not commenced as of December 31, 2021, are as follows (in thousands): 2022 $ 198 Total minimum lease payments 198 Less: Imputed interest ( 4 ) Total operating lease liabilities 194 Less: Current portion of operating lease liabilities ( 194 ) Operating lease liabilities, net of current portion $ — The weighted-average remaining lease term for the Company’s Ocean Air Lease is 0.8 years as of December 31, 2021. Operating lease expense and cash paid for amounts included in the measurement of lease liabilities for year ended December 31, 2021 was not material. No operating lease expense was recorded in 2020 as the Company had no operating leases that had commenced duri ng that period. In October 2021, the Company entered into a noncancelable operating lease agreement (the "Torrey Plaza Lease") to lease office and laboratory space in San Diego, California. As of December 31, 2021, the Torrey Plaza Lease had not commenced and an associated right of use asset or lease liability is not included on the accompanying balance sheets. The targeted lease commencement date is July 2022 with a lease term of 126 months from the date of commencement. The lease provides an option to extend the term of the lease for a period of 5 years beyond the initial term. As required under the terms of the lease, in October 2021 the Company entered into a standby letter of credit, which is secured by a money market account in the amount of $ 0.8 million. The letter of credit is subject to draw down by the landlord upon certain events of breach or default by the Company. The letter of credit amount is subject to a 50 % reduction subject to certain conditions on or following the date that is 54 months following the lease commencement date. Estimated annual undiscounted future minimum lease payments under the Torrey Plaza Lease are as follows (in thousands): 2022 $ - 2023 3,040 2024 3,412 2025 3,514 2026 3,620 Thereafter 24,115 Total $ 37,701 Contingencies From time to time, the Company may be subject to claims or suits arising in the ordinary course of business. The Company accrues a liability for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. |
Convertible Promissory Notes -
Convertible Promissory Notes - Related Parties | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Convertible Promissory Notes - Related Parties | 4. Convertible Promissory Notes – Related Parties On February 8, 2019, the Company entered into a note purchase agreement (“2019 Note Purchase Agreement”) for the sale of up to $ 4.0 million in convertible promissory notes to certain related parties. In February and June 2019, the Company issued unsecured convertible promissory notes in an aggregate principal amount of $ 4.0 million (the “2019 Notes”). On February 7, 2020, the Company entered into a note purchase agreement (“2020 Note Purchase Agreement”) for the sale of up to $ 2.5 million in convertible promissory notes to certain related parties. In February 2020, the Company issued unsecured convertible promissory notes in an aggregate principal amount of $ 1.5 million (the “February 2020 Notes”). In June 2020, the Company issued unsecured convertible promissory notes in an aggregate principal amount of $ 1.0 million (the “June 2020 Notes,” and together with the February 2020 Notes, the “2020 Notes”). The 2019 Notes and the 2020 Notes (and together the “Convertible Notes”) accrued interest at 8.0 % per annum. The Company incurred interest expense in connection with the Convertible Notes of $ 0.2 million for the year ended December 31, 2020. In February 2020, the maturity date of the 2019 Notes was extended to November 7, 2020. The amendment of the 2019 Notes was accounted for as a modification, which required prospective consideration of the revised terms. The Company elected the fair value option to account for the Convertible Notes. For year ended December 31, 2020, the Company recognized $ 1.7 million of increase in fair value of convertible promissory notes – related party. The fair value of the convertible promissory notes was estimated using a scenario-based analysis that estimated the fair value of the convertible promissory notes based on the probability-weighted present value of expected future investment returns, considering possible outcomes available to the noteholders. The assumptions used to determine the fair value of the convertible promissory notes at issuance in 2020 and upon conversion included an estimated 85 % to 100 % probability of conversion of the promissory notes at a 20 % discount, an assumed discount rate of 25 %, and an estimated time to settlement of up to 0.4 years. In connection with the Company’s Series Seed 2 preferred stock financing in June 2020, the Convertible Notes converted into 2,036,158 shares of Series Seed 2 convertible preferred stock at a conversion price of $ 3.408 per share, which is 80 % of the price paid by investors in the Series Seed 2 financing. At the date of conversion, the outstanding principal and accrued interest on the Convertible Notes were $ 6.5 million and $ 0.4 million, respectively. The $ 8.7 million aggregate carrying value of the Convertible Notes, including the $ 8.3 million fair value and $ 0.4 million of accrued interest, was reclassified to the carrying value of the Series Seed 2 convertible preferred stock into which they converted in June 2020. The following table provides a reconciliation of convertible promissory notes for the year ended December 31, 2020: Convertible Promissory Notes Balance at December 31, 2019 $ 4,000 Issuance of convertible promissory notes 2,500 Increase in fair value of convertible promissory notes 1,735 Conversion of promissory notes ( 8,235 ) Balance at December 31, 2020 $ — |
Other Related Party Transaction
Other Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Other Related Party Transactions | 5. Other Related Party Transactions In August 2017, the Company entered into a Support Services Agreement (the "2017 Support Services Agreement") with COI Pharmaceuticals, Inc. (“COI”) that outlines the terms of services provided by COI to the Company, as well as the fees charged for such services. COI is a shared service company that provides certain back-office and administrative and research and development support services, including facilities support, to the portfolio companies of Avalon Ventures, a stockholder of the Company. The Company pays COI quarterly prepayments for estimated costs to be incurred under the agreement in such quarter. Either party may terminate the 2017 Support Services Agreement by giving 30 days’ prior notice. The 2017 Support Services Agreement automatically renews in August of each year unless terminated by either party by giving 30 days’ prior notice. On January 1, 2021, the Company entered into a second Support Services Agreement with COI (the "2021 Support Services Agreement"), which superseded the 2017 Support Services Agreement. The agreement modified the nature of services provided to the Company considering the transition of certain individuals as full-time Company employees effective January 1, 2021. The services will no longer include services normally associated with the roles of Chief Executive Officer, President and Senior Vice President. Other services associated with certain back-office and administrative and research and development services, including facilities support and other terms of the original agreement remain unchanged. The 2021 Support Services Agreement was renewed in January 2022 and will continue to renew for additional one-year renewal periods until terminated by the parties. Either party may terminate the 2021 Support Services Agreement with 30 days written notice. Expense recognized by the Company under the 2017 Support Services Agreement and the 2021 Support Services Agreement for the years ended December 31, 2021 and 2020 was as follows (in thousands): Year Ended December 31, 2021 2020 Research and development $ 1,609 $ 1,640 General and administrative 325 861 Total $ 1,934 $ 2,501 At December 31, 2021 and 2020, the Company had accounts payable and accrued expenses due to COI or its affiliates of $ 32,000 and $ 0.5 million, respectively. For the year ended December 31, 2021, the Company paid C OI $ 14,000 re lated to the purchase of property and equipment. |
Convertible Preferred Stock and
Convertible Preferred Stock and Stockholders’ Equity (Deficit) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Convertible Preferred Stock and Stockholders' Equity (Deficit) | 6. Convertible Preferred Stock and Stockholders’ Equity (Deficit) Convertible Preferred Stock Prior to its conversion into the Company’s common stock in connection with the Company’s IPO in June 2021, the Company’s outstanding convertible preferred stock was classified as temporary equity in the accompanying balance sheets in accordance with authoritative guidance for the classification and measurement of potentially redeemable securities whose redemption is based upon certain change in control events outside of the Company’s control, including liquidation, sale or transfer of control of the Company. The Company determined not to adjust the carrying values of the convertible preferred stock to the liquidation preferences of such shares because of the uncertainty of whether or when such events would occur. The authorized, issued and outstanding shares of convertible preferred stock as of December 31, 2020 consist of the following (in thousands, except share amounts): Shares Authorized Shares Issued and Outstanding Liquidation Preference Carrying Value Series Seed 2 4,148,832 4,148,832 $ 17,674 $ 17,628 Series Seed 2,689,997 2,689,997 4,035 3,996 Total 6,838,829 6,838,829 $ 21,709 $ 21,624 In June 2020, the Company entered into a Series Seed 2 preferred stock purchase agreement (“Series Seed 2 SPA”) with existing stockholders, pursuant to which it was authorized to issue up to an aggregate of 4,148,832 shares of the Company’s Series Seed 2 convertible preferred stock in two closings. The first closing took place in June 2020 (the “Initial Closing”) and the second closing took place in December 2020 (the “Second Closing”). In the Initial Closing, the Company issued 1,056,337 shares of Series Seed 2 convertible preferred stock at $ 4.26 per share for cash proceeds of $ 4.5 million. In addition, the Company issued 2,036,158 shares of Series Seed 2 convertible preferred stock upon conversion of the Convertible Notes (see Note 4). In the Second Closing, the Company issued 1,056,337 shares of Series Seed 2 convertible preferred stock at $ 4.26 per share for cash proceeds of $ 4.5 million. The Company determined that the tranche right associated with the Second Closing did not meet the definition of a freestanding financial instrument and did not require bifurcation. On March 1, 2021, the Company entered into a Series A preferred stock purchase agreement with various investors, pursuant to which it issued and sold an aggregate of 5,894,740 shares of its Series A convertible preferred stock at a price per share of $ 9.50 for gross proceeds of $ 56.0 million. On April 15, 2021, the Company entered into a Series B preferred stock purchase agreement with various investors, pursuant to which it issued and sold an aggregate of 8,038,073 shares of its Series B convertible preferred stock at a price per share of $ 15.551 for gross proceeds of $ 125.0 million. Initial Public Offering In June 2021, the Company completed its IPO selling 13,110,000 shares its common stock at $ 17.00 per share. Proceeds from the Company’s IPO, net of underwriting discounts and commissions and other offering costs, were $ 204.2 million. In connection with the Company’s IPO, all outstanding shares of the Company’s convertible preferred stock automatically converted into 26,608,460 shares of the Company's common stock. 2017 Equity Incentive Plan In August 2017, the Company adopted the Janux Therapeutics, Inc. 2017 Equity Incentive Plan (the “2017 Plan”), which provided for the grant of incentive stock options, nonstatutory stock options, restricted stock awards and other stock awards to its employees, members of its board of directors and consultants. The maximum term of options granted under the 2017 Plan is ten years and, in general, the options issued under the 2017 Plan vest over a four-year period from the vesting commencement date. The 2017 Plan allows for the early exercise of stock options, which may be subject to repurchase by the Company at the original exercise price. Upon the effectiveness of the 2021 Plan defined and described below, no further grants will be made under the 2017 Plan. Any outstanding awards granted under the 2017 Plan will remain subject to the terms of the 2017 Plan and applicable award agreements. 2021 Equity Incentive Plan On June 4, 2021, the Company’s board of directors and stockholders adopted the 2021 Equity Incentive Plan (the “2021 Plan,” and together with the 2017 Plan the “Plans”), which became effective on June 10, 2021. Under the 2021 Plan, the Company may grant stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock awards, performance cash awards and other forms of stock awards to employees, directors and consultants. The maximum term of options granted under the 2021 Plan is ten years and, in general, the options issued under the 2021 Plan vest over a four-year period from the vesting commencement date. The 2021 Plan does not permit early exercises. A total of 2,775,890 new shares of common stock were initially reserved for issuance under the 2021 Plan. The number of shares reserved that were remaining under the 2017 Plan as of the effective date of the 2021 Plan, or 1,424,110 shares, were added to the shares initially reserved under the 2021 Plan upon its effectiveness and any future cancellations under the 2017 Plan will become available for future issuance under the 2021 Plan. In addition, the number of shares of common stock available for issuance under the 2021 Plan will automatically increase on January 1 of each calendar year through January 1, 2031, in an amount equal to 5% of the total number of shares of the Company’s common stock on the last day of the calendar month before the date of each automatic increase, or a lesser number of shares determined by the Company’s board of directors. As of December 31, 2021, there were 4,237,149 shares authorized for issuance under the 2021 Plan, inclusive of shares added from 2017 Plan cancellations. A summary of the Company’s stock option activity under its Plans is as follows (in thousands, except share, per share data and years): Number of Weighted- Weighted- Aggregate Balance at December 31, 2020 1,096,533 $ 0.47 9.31 $ 3,214 Granted 5,230,595 $ 10.69 Exercised ( 635,316 ) $ 2.59 Forfeited or cancelled ( 37,149 ) $ 6.16 Balance at December 31, 2021 5,654,663 $ 9.65 9.22 $ 62,954 Vested and expected to vest at December 31, 2021 5,654,663 $ 9.65 9.22 $ 62,954 Exercisable at December 31, 2021 5,066,553 $ 7.37 9.17 $ 62,645 The weighted-average grant date fair value per share of option grants for the years ended December 31, 2021 and 2020 was $ 8.01 , and $ 0.44 , respectively. The total intrinsic value of stock options exercised for the years ended December 31, 2021 and 2020 wa s $ 1.0 million and $ 0 , respectivel y. As of December 31, 2021, total unrecognized stock-based compensation cost associated with option grants wa s $ 35.4 million, which is expected to be recognized over a remaining weighted-average period of approximately 3.1 years. The assumptions used in the Black-Scholes option pricing model to determine the fair value of stock option grants under its Plans were as follows: Year Ended December 31, 2021 2020 Risk-free interest rate 0.8 % – 1.6 % 0.7 % – 1.8 % Expected volatility 83 % – 87 % 85 % Expected term (in years) 5.5 – 10.0 10.0 Expected dividend yield — — Risk-free interest rate . The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant for zero coupon U.S. Treasury notes with maturities similar to the expected term of the awards. Expected volatility . Given the Company’s limited historical stock price volatility data, the expected volatility assumption is based on volatilities of a peer group of similar companies whose share prices are publicly available. The peer group was developed based on companies in the biotechnology industry. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available. Expected term . The expected term represents the period of time that options are expected to be outstanding. Because the Company does not have historical exercise behavior, it determines the expected life assumption using the simplified method, for employees, which is an average of the contractual term of the option and its vesting period. The expected term for nonemployee options is generally the contractual term. Expected dividend yield . The Company bases the expected dividend yield assumption on the fact that it has never paid cash dividends and has no present intention to pay cash dividends and, therefore, used an expected dividend yield of zero. 2021 Employee Stock Purchase Plan On June 4, 2021, the Company’s board of directors and stockholders adopted the 2021 Employee Stock Purchase Plan (the “ESPP”), which became effective on June 10, 2021. The ESPP permits eligible employees who elect to participate in an offering under the ESPP to have up to 15 % of their eligible earnings withheld, subject to certain limitations, to purchase shares of common stock pursuant to the ESPP. The price of common stock purchased under the ESPP is equal to 85 % of the lower of the fair market value of the common stock at the commencement date of each offering period or the relevant date of purchase. A total o f 466,000 shares of common stock were approved to be initially reserved for issuance under the ESPP. In addition, the number of shares of common stock available for issuance under the ESPP will automatically increase on January 1 of each calendar year through January 1, 2031, in an amount equal to the lesser of (i) 1 % of the total number of shares of the Company’s common stock on the last day of the calendar month before the date of each automatic increase and (ii) 932,000 shares; provided that before the date of any such increase, the Company’s board of directors may determine that such increase will be less than the amount set forth in clauses (i) and (ii). In June 2021, employees began to enroll in the ESPP and the Company’s first offering period commenced. For the year ended December 31, 2021, stock-based compensation expense related to the ESPP was $ 0.2 million and unrecognized stock-based compensation expense related to the ESPP wa s $ 0.5 million as of December 31, 2021. Stock-Based Compensation Expense Stock-based compensation expense has been reported in the statements of operations and comprehensive loss as follows (in thousands): Year Ended December 31, 2021 2020 Research and development $ 3,018 $ 22 General and administrative 3,892 50 Total $ 6,910 $ 72 Unvested Stock Liabilities A summary of the Company’s unvested shares and unvested stock liabilities is as follows (in thousands, except share data): Number of Unvested Balance at December 31, 2020 211,137 $ 52 Early exercised shares 521,896 1,626 Vested shares ( 353,208 ) ( 475 ) Balance at December 31, 2021 379,825 $ 1,203 Common Stock Reserved for Future Issuance Common stock reserved for future issuance consists of the following: December 31, December 31, 2021 2020 Conversion of preferred stock — 8,760,535 Common stock options outstanding 5,654,663 1,096,533 Shares available for issuance under the Plans 3,629,039 220,147 Shares available for issuance under the ESPP 454,548 — Total 9,738,250 10,077,215 |
Research Collaboration and Excl
Research Collaboration and Exclusive License Agreement | 12 Months Ended |
Dec. 31, 2021 | |
Research Collaboration And Exclusive License Agreement [Abstract] | |
Research Collaboration and Exclusive License Agreement | . Research Collaboration and Exclusive License Agreement On December 15, 2020 (the “Effective Date”), the Company entered into a research collaboration and exclusive license agreement (the “Merck Agreement”), pursuant to which the Company granted Merck Sharp & Dohme Corp. (“Merck”) an exclusive, worldwide, royalty-bearing, sublicensable license to certain of its patent rights and know-how for up to two collaboration targets (“First Collaboration Target” and “Second Collaboration Target”, together the “Collaboration Targets”) related to next generation T cell engager immunotherapies for the treatment of cancer. In each case, once the Collaboration Targets are designated by Merck, they have the right to research, develop, make, have made, use, import, offer to sell, and sell compounds and any licensed products related thereto. Merck selected one of the Collaboration Targets upon execution of the Merck Agreement and has a specified period of time to select the Second Collaboration Target. Following the research term, Merck will have the sole right to research, develop, manufacture, and commercialize the licensed compounds and products directed against the Collaboration Targets. Consideration in the Merck Agreement consists of (i) an $ 8.0 million non-refundable and non-creditable upfront fee, (ii) $ 8.0 million payable upon the selection of the Second Collaboration Target, (iii) research program funding (iv) development and regulatory milestones, (v) commercial milestones, and (vi) royalty payments. Under the Merck Agreement, the Company is eligible to receive up to an aggregate of $ 142.5 million per Collaboration Target in milestone payments ($ 285.0 million collectively for both Collaboration Targets), contingent on the achievement of certain regulatory and development milestones. Merck is also required to make milestone payments to the Company upon the successful completion of certain commercial milestones, in an aggregate amount not to exceed $ 350.0 million for each licensed product under either of the Collaboration Targets. The Merck Agreement provides that Merck is obligated to pay to the Company tiered royalty payments on a product-by-product and country-by-country basis, ranging from low single-digit to low teens percentage royalty rates on specified portions of annual net sales for licensed products under either of the Collaboration Targets that are commercialized. Such royalties are subject to reduction, on a product-by-product and country-by-country basis, for licensed products not covered by patent claims, or that require Merck to obtain a license to obtain a license to third-party intellectual property in order to commercialize the licensed products, or that are subject to compulsory licensing. The Merck Agreement will terminate at the end of the calendar year in which the expiration of all royalty obligations occurs for all licensed products under the agreement. Merck has the unilateral right to terminate the Merck Agreement in its entirety or on a Collaboration Target by Collaboration Target basis at any time and for any reason upon prior written notice to the Company. Both parties have the right to terminate the agreement for an uncured material breach, certain illegal or unethical activities, and insolvency of the other party. Upon expiration of the agreement but not early termination thereof, and provided all payments due under the agreement have been made, Merck’s exclusive licenses under the agreement will become fully paid-up and perpetual. The Company concluded that Merck represented a customer and accounted for the transaction in accordance with FASB’s Accounting Standards Codification 606, Revenue from Contracts with Customers (“ASC 606”). The Company identified its performance obligations under the Merck Agreement as the grant to Merck of an exclusive license to certain of its intellectual property subject to certain conditions, its conduct of research services and the Company’s participation in a joint research committee. The Company determined that these performance obligations should be accounted for as one combined performance obligation since they are not distinct. The Company also determined that the combined performance obligation is transferred over the expected term of the conduct of the research services. In accordance with ASC 606, the Company determined that the transaction price under the Merck Agreement equals $ 11.4 million, consisting of the upfront, non-refundable and non-creditable payment of $ 8.0 million and the aggregate estimated reimbursable research program funding for the First Collaboration Target of $ 3.4 million. The Company concluded that there was not a significant financing component under the Merck Agreement. With respect to the remaining variable consideration within the Merck Agreement, including the $ 8.0 million payable upon selection of the Second Collaboration Target, milestone and royalty payments, the Company determined that as of December 31, 2021 these payments were probable of significant revenue reversal as their achievement is highly dependent on factors outside the Company’s control. Therefore, this aggregate consideration has been fully constrained and is therefore not included in the transaction price. At the end of each subsequent reporting period, the Company will re-evaluate the probability of achievement of each milestone and any related constraint, and if necessary, adjust its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect the reported amount of revenues in the period of adjustment. The aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied (or partially unsatisfied) as of December 31, 2021 was $ 7.7 million. The upfront payment of $ 8.0 million was recorded as deferred revenue as of December 31, 2020 and is being recognized as revenue over time in conjunction with the Company’s conduct of research services as the research services are the primary component of the combined performance obligations. Revenue associated with the upfront payment and research program funding for the First Collaboration Target is recognized based on actual total full-time equivalent employees (“FTEs”) utilized as a percentage of total FTEs expected to be utilized over the expected term of conduct of the research services. The Company estimates the remaining term of the research services, over which revenue will be recognized, to be 1.3 years as of December 31, 2021. The Company recognized $ 3.6 million of revenue under the Merck Agreement for the year ended December 31, 2021. No revenue was recognized under the Merck Agreement for year ended December 31, 2020. As of December 31, 2021, aggregate deferred revenue related to the Merck Agreement was $ 5.9 million, of which $ 5.2 million was classified as current. As of December 31, 2020, aggregate deferred revenue related to the Merck Agreement was $ 8.0 million, of which $ 2.0 million was classified as current. The Company had $ 0 and $ 8.0 million of accounts receivable outstanding as of December 31, 2021 and 2020, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. Income Taxes The Company has no t recorded a current or deferred tax expense or benefit for the years ended December 31, 2021 or 2020. The net losses for the years ended December 31, 2021 and 2020 were generated solely in the United States. A reconciliation of the Company’s income tax expense (benefit) to the amount computed by applying the federal statutory income tax rate is summarized as follows (in thousands): Year Ended December 31, 2021 2020 Expected tax benefit computed at federal statutory rate $ ( 6,861 ) $ ( 1,425 ) State income taxes, net of federal tax benefit ( 2,169 ) ( 426 ) Permanent differences 324 410 Research and development credits ( 745 ) ( 338 ) Reserve for uncertain tax positions 253 85 Other 328 — Change in valuation allowance 8,870 1,694 Income tax expense (benefit) $ — $ — Significant components of the Company’s net deferred tax assets (liabilities) are summarized as follows (in thousands): December 31, December 31, Deferred tax assets: Net operating loss carryforwards $ 11,134 $ 3,731 Research and development credit carryforwards 1,179 703 Stock-based compensation 1,273 21 Other 131 1 Total deferred tax assets 13,717 4,456 Valuation allowance ( 13,390 ) ( 4,444 ) Net deferred tax assets 327 12 Deferred tax liabilities: Property and equipment ( 106 ) ( 9 ) Other ( 221 ) ( 3 ) Total gross deferred tax liabilities ( 327 ) ( 12 ) Net deferred tax assets (liabilities) $ — $ — Deferred income tax assets and liabilities are recorded for differences between the financial statement and tax basis of the assets and liabilities that will result in taxable or deductible amounts in the future based on enacted laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company has evaluated the available evidence supporting the realization of its gross deferred tax assets, including the amount and timing of future taxable income, and has determined it is more likely than not that the assets will not be realized. Due to uncertainties surrounding the realizability of the deferred tax assets, the Company maintains a full valuation allowance against its deferred tax assets at December 31, 2021 and 2020. At December 31, 2021, the Company had federal and state net operating loss ("NOL") carryforwards of $ 39.9 million and $ 39.4 million, respectively. Federal NOL carryforwards totaling $ 0.6 million begin to expire in 2037 , unless previously utilized, and federal NOL carryforwards of $ 39.3 million generated after 2017, may be carried forward indefinitely but can only be utilized to offset 80 % of future taxable income. State NOL carryforwards totaling $ 39.4 million begin to expire in 2037 , unless previously utilized. In addition, the Company also has federal and state research and development ("R&D") credit carryforwards totaling $ 0.9 million and $ 0.9 million respectively. The federal R&D credit carryforwards will begin to expire in 2037 unless previously utilized. The state R&D credit carryforwards may be carried forward indefinitely. Utilization of the Company's NOL and R&D credit carryforwards may be subject to substantial annual limitations in the event a cumulative ownership change has occurred, or that could occur in the future, as required by Section 382 of the Internal Revenue Code of 1986, as amended (the "Code"). In general, an "ownership change," as defined by Section 382 of the Code, results from a transaction, or series of transactions over a three-year period, resulting in an ownership change of more than 50% of the outstanding stock of a company by certain stockholders or public groups. Such an ownership change may limit the amount of NOL and R&D credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. The Company has not completed such an ownership change analysis pursuant to Section 382 of the Code and therefore has established a full valuation allowance as the realization of such deferred tax assets has not met the more likely than not threshold requirement. If ownership changes have occurred or occur in the future, the amount of remaining tax attribute carryforwards available to offset taxable income and income tax expense in future years may be restricted or eliminated. If eliminated, the related asset would be removed from deferred tax assets with a corresponding reduction in the valuation allowance. Due to the existence of the valuation allowance, limitations created by future ownership changes, if any, will not impact the Company's effective tax rate. The Company recognizes a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination by tax authorities. Further, due to the existence of the valuation allowance, future changes in the Company's unrecognized tax benefits will not impact the effective tax rate. The following table summarizes the changes to the Company’s gross unrecognized tax benefits for the years ended December 31, 2021 and 2020 (in thousands): Year Ended December 31, 2021 2020 Balance at beginning of year $ 234 $ 149 Increases (decreases) related to prior year tax positions ( 50 ) — Increases related to current year tax positions 326 85 Balance at end of year $ 510 $ 234 The Company had no accrual for interest or penalties on the Company's balance sheets at December 31, 2021 or 2020, and has not recognized interest and/or penalties in the statement of operations and comprehensive loss for the years ended December 31, 2021 and 2020. As of December 31, 2021 and 2020, the Company had unrecognized tax benefits of $ 0.5 million and $ 0.2 million, respectively, which if recognized currently, should not impact the effective tax rate due to the Company maintaining a full valuation allowance. The Company does not expect that there will be a significant change in the unrecognized tax benefit over the next twelve months. The Company is subject to taxation in the United States and various state jurisdictions. All of the Company's tax years are subject to examination by federal and state tax authorities due to the carryforward of unutilized net operating losses and research and development credits. Further, the Company is not currently under examination by any federal, state or local tax authority. |
401 (k) Plan
401 (k) Plan | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
401 (k) Plan | 9. 401(k) Plan Effective April 23, 2021, the Company adopted a defined contribution retirement savings plan under Section 401(k) of the Internal Revenue Code available to eligible employees. Employee contributions are voluntary and determined on an individual basis, limited to the maximum amount allowable under federal tax regulations. Under the plan, the Company makes a mandatory annual contribution of 3 % of the eligible employees’ compensation. Employer contributions paid through December 31, 2021 were immaterial. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Janux Therapeutics, Inc. (the “Company”) was incorporated in the State of Delaware in June 2017 and is based in San Diego, California. The Company is a preclinical stage biopharmaceutical company developing a broad pipeline of novel immunotherapies by applying its proprietary technology to its Tumor Activated T Cell Engager ("TRACTr") and Tumor Activated Immunomodulator ("TRACIr") platforms to better treat patients suffering from cancer. |
Forward Stock Split | Forward Stock Split In June 2021, the Company’s board of directors and stockholders approved an amendment to the Company’s certificate of incorporation to effect a forward split of shares of the Company’s common stock on a one-for- 1.281 basis, which was effected on June 4, 2021 (the “Forward Stock Split”). The number of authorized shares and the par values of the common stock and convertible preferred stock were not adjusted as a result of the Forward Stock Split. The accompanying financial statements and notes to the financial statements give retroactive effect to the Forward Stock Split for all periods presented. |
Liquidity and Capital Resources | Liquidity and Capital Resources From its inception through December 31, 2021, the Company has devoted substantially all its efforts to organizing and staffing, business planning, raising capital and developing its TRACTr and TRACIr therapeutic platforms and preclinical assets. The Company has incurred net losses and negative cash flows from operations since inception and had an accumulated deficit of $ 47.4 million as of December 31, 2021. The Company has a limited operating history, has not generated any product revenue, and the sales and income potential of its business is unproven. To date the Company has funded its operations primarily with the net proceeds from the issuance of convertible promissory notes, the issuance of convertible preferred stock, the issuance of common stock in its initial public offering (“IPO”), the exercise of common stock options and amounts received under a collaboration agreement. The Company expects to incur substantial operating losses for the next several years and will need to obtain additional financing in order to continue its research and development activities, initiate and complete clinical trials and launch and commercialize any product candidates for which it receives regulatory approval. The Company plans to continue to fund its losses from operations and capital funding needs through public or private equity or debt financings or other sources. The COVID-19 pandemic continues to rapidly evolve and has already resulted in a significant disruption of global capital markets. The impact of the COVID-19 pandemic on capital markets may affect the availability, amount and type of financing available to us in the future. If the Company is not able to secure adequate additional funding, the Company may be forced to make reductions in spending, extend payment terms with suppliers, liquidate assets where possible, or suspend or curtail planned programs. Any of these actions could materially harm the Company’s business, results of operations and future prospects. There can be no assurance that such financing will be available or will be at terms acceptable to the Company. The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or amounts and classification of liabilities that may result from the outcome of this uncertainty. Management is required to perform an analysis over its ability to continue as a going concern. Management must first evaluate whether there are conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern (step 1). If management concludes that substantial doubt is raised, management is also required to consider whether its plans alleviate that doubt (step 2). Management’s assessment included the preparation of cash flow forecasts resulting in management’s conclusion that the Company has sufficient capital to fund operations for at least 12 months from the date the financial statements for the year ended December 31, 2021 are issued. |
Use of Estimates | Use of Estimates The Company’s financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The preparation of the Company’s financial statements requires it to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in the Company’s financial statements and accompanying notes. The most significant estimates in the Company’s financial statements relate to estimates to complete the performance obligations and the estimated transaction price for collaboration revenue, accruals for research and development expenses, stock-based compensation and fair value measurements. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of revenues and expenses that are not readily apparent from other sources. Although the impact of the COVID-19 pandemic to the Company’s business and operating results presents additional uncertainty, the Company continues to use the best information available to update its accounting estimates. Actual results may differ materially and adversely from these estimates. |
Fair Value Option | Fair Value Option As permitted under Accounting Standards Codification (“ASC”) 825, Financial Instruments , ("ASC 825"), the Company has elected the fair value option to account for its convertible promissory notes issued since inception. In accordance with ASC 825, the Company recorded these convertible promissory notes at fair value with changes in fair value recorded in the statements of operations and comprehensive loss. As a result of applying the fair value option, direct costs and fees related to the convertible promissory notes were recognized in earnings as incurred and not deferred. The convertible promissory notes were converted into Series Seed 2 convertible preferred stock in June 2020. |
Fair Value Measurement | Fair Value Measurements The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or non-recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices in active markets. Level 2: Inputs, other than the quoted prices in active markets that are observable either directly or indirectly. Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The carrying amounts of the Company’s financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, prepaid and other current assets, accounts payable, and accrued liabilities, approximate fair value due to the short-term nature of those instruments. The fair value of assets classified within Level 1 is based on quoted prices in active markets as provided by the Company’s investment managers. The fair value of short-term investments classified within Level 2 is based on standard observable inputs, including reported trades, broker/dealer quotes, and bids and/or offers. The Company validates the quoted market prices provided by its investment managers by comparing the investment managers’ assessment of the fair values of the Company’s investment portfolio balance against the fair values of the Company’s investment portfolio balance obtained from an independent source. The Company has no financial liabilities recorded at fair value on a recurring basis. None of the Company’s non-financial assets or liabilities are recorded at fair value on a non-recurring basis. No transfers between levels have occurred during the periods presented. The following table summarizes the Company’s financial instruments measured at fair value on a recurring basis (in thousands): Fair Value Measurements at Total Quoted Prices in Significant Other Significant As of December 31, 2021: Assets: Cash equivalents: Money market funds $ 15,020 $ 15,020 $ — $ — Commercial paper 9,998 — 9,998 — Total cash equivalents 25,018 15,020 9,998 — Short-term investments: U.S. Treasury securities 99,247 99,247 — — Corporate debt securities 6,026 — 6,026 — Commercial paper 234,110 — 234,110 — Total short-term investments 339,383 99,247 240,136 — Restricted cash: Money market account 816 816 — — Total restricted cash 816 816 — — Total assets measured at fair value on a recurring basis $ 365,217 $ 115,083 $ 250,134 $ — |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. Cash and cash equivalents include cash in readily available checking accounts, commercial paper and money market funds. |
Restricted Cash | Restricted Cash Restricted cash consists of a money market account securing a standby letter of credit issued in connection with the Company’s Torrey Plaza operating lease (as defined and described in Note 3). The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the balance sheets that sum to the amounts shown in the statements of cash flows (in thousands): December 31, 2021 2020 Cash and cash equivalents $ 35,582 $ 7,813 Restricted cash 816 — Total cash and cash equivalents and restricted cash $ 36,398 $ 7,813 |
Accounts Receivable | Accounts Receivable The Company’s accounts receivable balance represents the amounts the Company has billed its customers that are due to the Company unconditionally for goods the Company has delivered or services the Company has performed. When the Company bills its customers with payment terms based on the passage of time, the Company considers the receivable to be unconditional. Receivables are considered past due based on the contractual payment terms. An estimate of credit losses on accounts receivables based on collection history and current economic trends is assessed at each balance sheet date. Once a receivable is deemed to be uncollectible, such balance is charged against the reserve. The Company had $ 0 of accounts receivable outstanding at December 31, 2021, thus an allowance for credit losses was not applicable. |
Short-Term Investments | Short-Term Investments Short-term investments consist of U.S. treasury securities, corporate debt securities and commercial paper. The Company has classified these investments as available-for-sale, as the sale of such investments may be required prior to maturity to implement management strategies, and therefore has classified all investment securities as current assets. Those investments with maturity dates of three months or less at the date of purchase are presented as cash equivalents in the accompanying balance sheets. Short-term investments are carried at fair value with the unrealized gains and losses included in accumulated other comprehensive income (loss) as a component of stockholders’ equity (deficit) until realized. Any premium or discount arising at purchase is amortized or accreted to interest income as an adjustment to yield using the straight-line method over the life of the instrument. The Company records an allowance for credit losses when unrealized losses are due to credit-related factors. Realized gains and losses are calculated using the specific identification method and recorded as interest income. The following table summarizes short-term investments (in thousands): As of December 31, 2021 Amortized Unrealized Estimated Cost Gains Losses Fair Value U.S. Treasury securities $ 99,457 $ — $ ( 210 ) $ 99,247 Corporate debt securities 6,029 — ( 3 ) 6,026 Commercial paper 234,167 7 ( 64 ) 234,110 Total $ 339,653 $ 7 $ ( 277 ) $ 339,383 The amortized cost and estimated fair value in the table above exclud es $ 0.2 million o f accrued interest receivable as of December 31, 2021 included in prepaid expenses and other current assets in the accompanying balance sheets. Contractual maturities of available-for-sale debt securities are as follows (in thousands): As of December 31, 2021 Due in 1 Year or Less Due Between 1 and 2 Years U.S. Treasury securities $ 51,131 $ 48,116 Corporate debt securities 6,026 — Commercial paper 234,110 — Total $ 291,267 $ 48,116 As of December 31, 2021, 29 of our available-for-sale debt securities with an aggregate fair market value of $ 248.8 million were in an aggregate gross unrealized loss position of $ 0.3 million. The Company considers the decline in market value for the securities to be primarily attributable to current economic and market conditions. These particular investments have been in an unrealized loss position for less than 12 months and it is not more likely than not that the Company will be required to sell any of its securities prior to maturity. Accordingly, no allowance for credit losses has been recorded as of December 31, 2021 . Additionally, no realized gains or losses on sales of short-term investments have been recorded through December 31, 2021 . The Company had no short-term investments as of or during the year ended December 31, 2020. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents and short-term investments. The Company maintains deposits in a federally insured financial institution in excess of federally insured limits. The Company has not experienced any losses in such account and management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institution in which those deposits are held. The Company is also subject to credit risk from its accounts receivable. The Company generally does not perform evaluations of customers’ financial condition and generally does not require collateral. As of December 31, 2021 and December 31, 2020, all of the Company’s accounts receivable, if any, relate to a single customer. For the year ended December 31, 2021 , all of the Company’s revenue related to a single customer. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net consists of laboratory equipment, computer equipment and software, and construction in progress. Property and equipment is stated at cost and depreciated over the estimated useful lives of the assets (generally five years ) using the straight-line method. Repairs and maintenance costs are charged to expense as incurred. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets consist of property and equipment. An impairment loss is recorded if and when events and circumstances indicate that assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amount of those assets. The Company has no t recognized any impairment losses through December 31, 2021. |
Deferred Revenue | Deferred Revenue When the Company is entitled to bill its customers and receive payment from its customers in advance of its obligation to provide services or transfer goods to its customers, the Company includes the amounts in deferred revenue on its balance sheets. For further discussion, refer to the Company’s revenue recognition policy below. |
Leases | Leases The Company determines if a contract contains a lease at the inception of the contract and evaluates each lease agreement to determine whether the lease is an operating or finance lease . For leases where the Company is the lessee, right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent an obligation to make lease payments arising from the lease. Liabilities from operating leases are included in current portion of operating lease liabilities, and operating lease liabilities, net of current portion on the accompanying balance sheets. The Company does not have any financing leases. Short-term leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company does not have material short-term lease costs. Lease liabilities are measured at the present value of the lease payments not yet paid discounted using the discount rate for the lease established at the lease commencement date. To determine the present value, the implicit rate is used when readily determinable. For those leases where the implicit rate is not provided, the Company determines an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. ROU assets are measured as the present value of the lease payments and also include any prepaid lease payments made and any other indirect costs incurred, and exclude any lease incentives received. Lease terms may include the impact of options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating leases is recognized on a straight-line basis over the lease term. The Company’s operating leases are subject to additional variable charges, including common area maintenance, property taxes, property insurance and other variable costs. Given the variable nature of such costs, they are recognized as expense as incurred. The Company has elected the practical expedient to account for the lease and non-lease components, such as common area maintenance charges, as a single lease component for the Company's facilities leases. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in a manner that depicts the transfer of control of a product or a service to a customer and reflects the amount of the consideration the Company is entitled to receive in exchange for such product or service. In doing so, the Company follows a five-step approach: (i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations, and (v) recognize revenue when (or as) the customer obtains control of the product or service. The Company considers the terms of a contract and all relevant facts and circumstances when applying the revenue recognition standard. A customer is a party that has entered into a contract with the Company, where the purpose of the contract is to obtain a product or a service that is an output of the Company’s ordinary activities in exchange for consideration. To be considered a contract, (i) the contract must be approved (in writing, orally, or in accordance with other customary business practices), (ii) each party’s rights regarding the product or the service to be transferred can be identified, (iii) the payment terms for the product or the service to be transferred can be identified, (iv) the contract must have commercial substance (that is, the risk, timing or amount of future cash flows is expected to change as a result of the contract), and (v) it is probable that the Company will collect substantially all of the consideration to which it is entitled to receive in exchange for the transfer of the product or the service. A performance obligation is defined as a promise to transfer a product or a service to a customer. The Company identifies each promise to transfer a product or a service (or a bundle of products or services, or a series of products and services that are substantially the same and have the same pattern of transfer) that is distinct. A product or a service is distinct if both (i) the customer can benefit from the product or the service either on its own or together with other resources that are readily available to the customer and (ii) the Company’s promise to transfer the product or the service to the customer is separately identifiable from other promises in the contract. Each distinct promise to transfer a product or a service is a unit of accounting for revenue recognition. If a promise to transfer a product or a service is not separately identifiable from other promises in the contract, such promises should be combined into a single performance obligation. The transaction price is the amount of consideration the Company is entitled to receive in exchange for the transfer of control of a product or a service to a customer. To determine the transaction price, the Company considers the existence of any significant financing component, the effects of any variable elements, noncash considerations and consideration payable to the customer. If a significant financing component exists, the transaction price is adjusted for the time value of money. If an element of variability exists, the Company must estimate the consideration it expects to receive and uses that amount as the basis for recognizing revenue as the product or the service is transferred to the customer. There are two methods for determining the amount of variable consideration: (i) the expected value method, which is the sum of probability-weighted amounts in a range of possible consideration amounts, and (ii) the mostly likely amount method, which identifies the single most likely amount in a range of possible consideration amounts. If a contract has multiple performance obligations, the Company allocates the transaction price to each distinct performance obligation in an amount that reflects the consideration the Company is entitled to receive in exchange for satisfying each distinct performance obligation. For each distinct performance obligation, revenue is recognized when (or as) the Company transfers control of the product or the service applicable to such performance obligation. In those instances where the Company first receives consideration in advance of satisfying its performance obligation, the Company classifies such consideration as deferred revenue until (or as) the Company satisfies such performance obligation. In those instances where the Company first satisfies its performance obligation prior to its receipt of consideration, the consideration is recorded as accounts receivable. The Company expenses incremental costs of obtaining and fulfilling a contract as and when incurred if the expected amortization period of the asset that would be recognized is one year or less, or if the amount of the asset is immaterial. Otherwise, such costs are capitalized as contract assets if they are incremental to the contract and amortized to expense proportionate to revenue recognition of the underlying contract. |
Research and Development Expenses | Research and Development Expenses All research and development costs are expensed in the period incurred. Payments for these activities are based on the terms of the individual agreements, which may differ from the pattern of costs incurred, and payments made in advance of performance are reflected in the accompanying balance sheets as prepaid expenses. The Company records accruals for estimated costs incurred for ongoing research and development activities. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the services, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates may be made in determining the prepaid or accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. |
Patent Costs | Patent Costs Costs related to filing and pursuing patent applications are recorded as general and administrative expense and expensed as incurred since recoverability of such expenditures is uncertain. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense represents the grant date fair value of equity awards, consisting of stock options and employee stock purchase rights, recognized on a straight-line basis over the requisite service period for stock options and over the respective offering period for employee stock purchase plan rights. The Company estimates the fair value of equity awards using the Black-Scholes option pricing model and recognizes forfeitures as they occur. |
Income Taxes | Income Taxes The Company accounts for income taxes under 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 included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes net deferred tax assets to the extent that the Company believes these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If management determines that the Company would be able to realize its deferred tax assets in the future in excess of their net recorded amount, management would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions on the basis of a two-step process whereby (1) management determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, management recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits within income tax expense. Any accrued interest and penalties are included within the related tax liability. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is defined as a change in equity during a period from transactions and other events and circumstances from non-owner sources. The only component of other comprehensive loss is unrealized gain (loss) on available-for-sale securities. Comprehensive losses have been reflected in the statements of operations and comprehensive loss and as a separate component in the statements of convertible preferred stock and stockholders’ equity (deficit). |
Segment Reporting | Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions on how to allocate resources and assess performance. The Company views its operations and manages its business as one operating segment. No product revenue has been generated since inception and all assets are held in the United States. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding for the period, without consideration for potentially dilutive securities. The Company has excluded weighted-average unvested shares of 445,326 shares and 233,726 shares from the weighted-average number of common shares outstanding for the years ended December 31, 2021 and 2020, respectively. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common shares and dilutive common stock equivalents outstanding for the period determined using the treasury-stock and if-converted methods. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding as inclusion of the potentially dilutive securities would be anti-dilutive. Potentially dilutive securities not included in the calculation of diluted net loss per share, because to do so would be anti-dilutive, are as follows (in common stock equivalent shares): December 31, 2021 2020 Convertible preferred stock outstanding — 8,760,535 Common stock options 5,654,663 1,096,533 Unvested common stock 379,825 211,137 ESPP shares 5,229 — Total potentially dilutive shares 6,039,717 10,068,205 |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has irrevocably elected not to avail itself of this exemption from new or revised accounting standards and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . The new guidance, among other things, simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments, and amends existing earnings-per-share (“EPS”) guidance by requiring that an entity use the if-converted method when calculating diluted EPS for convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years, with early adoption permitted for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company plans to adopt the new guidance effective January 1, 2022 and is currently evaluating the effect adoption will have on its financial position, results of operations or related disclosures. |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Financial Instruments Measured at Fair Value on Recurring Basis | The following table summarizes the Company’s financial instruments measured at fair value on a recurring basis (in thousands): Fair Value Measurements at Total Quoted Prices in Significant Other Significant As of December 31, 2021: Assets: Cash equivalents: Money market funds $ 15,020 $ 15,020 $ — $ — Commercial paper 9,998 — 9,998 — Total cash equivalents 25,018 15,020 9,998 — Short-term investments: U.S. Treasury securities 99,247 99,247 — — Corporate debt securities 6,026 — 6,026 — Commercial paper 234,110 — 234,110 — Total short-term investments 339,383 99,247 240,136 — Restricted cash: Money market account 816 816 — — Total restricted cash 816 816 — — Total assets measured at fair value on a recurring basis $ 365,217 $ 115,083 $ 250,134 $ — |
Reconciliation of Cash and Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the balance sheets that sum to the amounts shown in the statements of cash flows (in thousands): December 31, 2021 2020 Cash and cash equivalents $ 35,582 $ 7,813 Restricted cash 816 — Total cash and cash equivalents and restricted cash $ 36,398 $ 7,813 |
Summary of Short-Term Investments | The following table summarizes short-term investments (in thousands): As of December 31, 2021 Amortized Unrealized Estimated Cost Gains Losses Fair Value U.S. Treasury securities $ 99,457 $ — $ ( 210 ) $ 99,247 Corporate debt securities 6,029 — ( 3 ) 6,026 Commercial paper 234,167 7 ( 64 ) 234,110 Total $ 339,653 $ 7 $ ( 277 ) $ 339,383 |
Schedule of Contractual Maturities of Available-for-sale Debt Securities | Contractual maturities of available-for-sale debt securities are as follows (in thousands): As of December 31, 2021 Due in 1 Year or Less Due Between 1 and 2 Years U.S. Treasury securities $ 51,131 $ 48,116 Corporate debt securities 6,026 — Commercial paper 234,110 — Total $ 291,267 $ 48,116 |
Summary of Potentially Dilutive Shares Not Included in the Calculation of Net Loss Per Share | Potentially dilutive securities not included in the calculation of diluted net loss per share, because to do so would be anti-dilutive, are as follows (in common stock equivalent shares): December 31, 2021 2020 Convertible preferred stock outstanding — 8,760,535 Common stock options 5,654,663 1,096,533 Unvested common stock 379,825 211,137 ESPP shares 5,229 — Total potentially dilutive shares 6,039,717 10,068,205 |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consist of the following (in thousands): December 31, December 31, Laboratory equipment $ 1,377 $ 176 Computer equipment and software 27 — Construction in progress 139 — Total property and equipment 1,543 176 Less: accumulated depreciation ( 131 ) ( 21 ) Property and equipment, net $ 1,412 $ 155 |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following (in thousands): December 31, December 31, Accrued compensation (including related party amounts of $ 32 and $ 286 , respectively) $ 1,171 $ 286 Accrued research and development (including related party amounts of $ 0 14 , respectively) 2,130 66 Other accrued liabilities (including related party amounts of $ 0 and $ 244 , respectively) 478 399 $ 3,779 $ 751 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Noncancelable Operating Lease Payments | Future minimum noncancelable operating lease payments as of December 31, 2021, excluding operating leases that have not commenced as of December 31, 2021, are as follows (in thousands): 2022 $ 198 Total minimum lease payments 198 Less: Imputed interest ( 4 ) Total operating lease liabilities 194 Less: Current portion of operating lease liabilities ( 194 ) Operating lease liabilities, net of current portion $ — |
Summary of Estimated Annual Undiscounted Future Minimum Lease Payments | Estimated annual undiscounted future minimum lease payments under the Torrey Plaza Lease are as follows (in thousands): 2022 $ - 2023 3,040 2024 3,412 2025 3,514 2026 3,620 Thereafter 24,115 Total $ 37,701 |
Convertible Promissory Notes _2
Convertible Promissory Notes - Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Summary of Reconciliation of Convertible Promissory Notes | The following table provides a reconciliation of convertible promissory notes for the year ended December 31, 2020: Convertible Promissory Notes Balance at December 31, 2019 $ 4,000 Issuance of convertible promissory notes 2,500 Increase in fair value of convertible promissory notes 1,735 Conversion of promissory notes ( 8,235 ) Balance at December 31, 2020 $ — |
Other Related Party Transacti_2
Other Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Summary of Expense Recognized under 2017 Support Services Agreement and 2021 Support Services Agreement | Expense recognized by the Company under the 2017 Support Services Agreement and the 2021 Support Services Agreement for the years ended December 31, 2021 and 2020 was as follows (in thousands): Year Ended December 31, 2021 2020 Research and development $ 1,609 $ 1,640 General and administrative 325 861 Total $ 1,934 $ 2,501 |
Convertible Preferred Stock a_2
Convertible Preferred Stock and Stockholders’ Equity (Deficit) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Summary of Convertible Preferred Stock | The authorized, issued and outstanding shares of convertible preferred stock as of December 31, 2020 consist of the following (in thousands, except share amounts): Shares Authorized Shares Issued and Outstanding Liquidation Preference Carrying Value Series Seed 2 4,148,832 4,148,832 $ 17,674 $ 17,628 Series Seed 2,689,997 2,689,997 4,035 3,996 Total 6,838,829 6,838,829 $ 21,709 $ 21,624 |
Summary of Stock Option Activity | Number of Weighted- Weighted- Aggregate Balance at December 31, 2020 1,096,533 $ 0.47 9.31 $ 3,214 Granted 5,230,595 $ 10.69 Exercised ( 635,316 ) $ 2.59 Forfeited or cancelled ( 37,149 ) $ 6.16 Balance at December 31, 2021 5,654,663 $ 9.65 9.22 $ 62,954 Vested and expected to vest at December 31, 2021 5,654,663 $ 9.65 9.22 $ 62,954 Exercisable at December 31, 2021 5,066,553 $ 7.37 9.17 $ 62,645 |
Summary of Fair Value of Stock Option Grants | Year Ended December 31, 2021 2020 Risk-free interest rate 0.8 % – 1.6 % 0.7 % – 1.8 % Expected volatility 83 % – 87 % 85 % Expected term (in years) 5.5 – 10.0 10.0 Expected dividend yield — — |
Summary of Stock-Based Compensation Expense | Year Ended December 31, 2021 2020 Research and development $ 3,018 $ 22 General and administrative 3,892 50 Total $ 6,910 $ 72 |
Summary of Unvested Shares and Unvested Stock Liabilities | A summary of the Company’s unvested shares and unvested stock liabilities is as follows (in thousands, except share data): Number of Unvested Balance at December 31, 2020 211,137 $ 52 Early exercised shares 521,896 1,626 Vested shares ( 353,208 ) ( 475 ) Balance at December 31, 2021 379,825 $ 1,203 |
Summary of Common Stock Reserved for Future Issuance | December 31, December 31, 2021 2020 Conversion of preferred stock — 8,760,535 Common stock options outstanding 5,654,663 1,096,533 Shares available for issuance under the Plans 3,629,039 220,147 Shares available for issuance under the ESPP 454,548 — Total 9,738,250 10,077,215 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation of Income Tax Expense (Benefit) | A reconciliation of the Company’s income tax expense (benefit) to the amount computed by applying the federal statutory income tax rate is summarized as follows (in thousands): Year Ended December 31, 2021 2020 Expected tax benefit computed at federal statutory rate $ ( 6,861 ) $ ( 1,425 ) State income taxes, net of federal tax benefit ( 2,169 ) ( 426 ) Permanent differences 324 410 Research and development credits ( 745 ) ( 338 ) Reserve for uncertain tax positions 253 85 Other 328 — Change in valuation allowance 8,870 1,694 Income tax expense (benefit) $ — $ — |
Schedule of Components of Net Deferred Tax Assets (Liabilities) | Significant components of the Company’s net deferred tax assets (liabilities) are summarized as follows (in thousands): December 31, December 31, Deferred tax assets: Net operating loss carryforwards $ 11,134 $ 3,731 Research and development credit carryforwards 1,179 703 Stock-based compensation 1,273 21 Other 131 1 Total deferred tax assets 13,717 4,456 Valuation allowance ( 13,390 ) ( 4,444 ) Net deferred tax assets 327 12 Deferred tax liabilities: Property and equipment ( 106 ) ( 9 ) Other ( 221 ) ( 3 ) Total gross deferred tax liabilities ( 327 ) ( 12 ) Net deferred tax assets (liabilities) $ — $ — |
Summary of Changes to GrossUnrecognized Tax Benefits | The following table summarizes the changes to the Company’s gross unrecognized tax benefits for the years ended December 31, 2021 and 2020 (in thousands): Year Ended December 31, 2021 2020 Balance at beginning of year $ 234 $ 149 Increases (decreases) related to prior year tax positions ( 50 ) — Increases related to current year tax positions 326 85 Balance at end of year $ 510 $ 234 |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2021USD ($)SegmentSecurityshares | Dec. 31, 2020USD ($)shares | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Stockholders' equity note, stock split | Company’s certificate of incorporation to effect a forward split of shares of the Company’s common stock on a one-for-1.281 basis, which was effected on June 4, 2021 (the “Forward Stock Split”). The number of authorized shares and the par values of the common stock and convertible preferred stock were not adjusted as a result of the Forward Stock Split. The accompanying financial statements and notes to the financial statements give retroactive effect to the Forward Stock Split for all periods presented. | |
Stock split, conversion ratio | 1.281 | |
Accumulated deficit | $ 47,411,000 | $ 14,739,000 |
Accrued interest receivable | 200,000 | |
Realized gains or losses on sales of short-term investments | 0 | |
Allowance for credit losses | 0 | |
Short-term investments | $ 339,383,000 | $ 0 |
Weighted average number of shares outstanding, basic | shares | 445,326 | 233,726 |
Accounts receivable | $ 0 | $ 8,000,000 |
Property and equipment estimated useful life | 5 years | |
Impairment losses | $ 0 | |
Number of operating segments | Segment | 1 | |
Product revenue | $ 3,637,000 | $ 0 |
Number of available-for-sale debt securities | Security | 29 | |
Available-for-sale debt securities, fair market value | $ 248,800,000 | |
Gross unrealized loss position of available-for-sale debt securities | 300,000 | |
Product Revenue | United States | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Product revenue | $ 0 |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies - Summary of Financial Instruments Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents | $ 25,018 | |
Total short-term investments | 339,383 | |
Total restricted cash | 816 | $ 0 |
Total assets measured at fair value on a recurring basis | 365,217 | |
U.S. Treasury Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total short-term investments | 99,247 | |
Corporate Debt Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total short-term investments | 6,026 | |
Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 15,020 | |
Total restricted cash | 816 | |
Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 9,998 | |
Total short-term investments | 234,110 | |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 15,020 | |
Total short-term investments | 99,247 | |
Total restricted cash | 816 | |
Total assets measured at fair value on a recurring basis | 115,083 | |
Level 1 | U.S. Treasury Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total short-term investments | 99,247 | |
Level 1 | Corporate Debt Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total short-term investments | 0 | |
Level 1 | Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 15,020 | |
Total restricted cash | 816 | |
Level 1 | Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 0 | |
Total short-term investments | 0 | |
Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 9,998 | |
Total short-term investments | 240,136 | |
Total restricted cash | 0 | |
Total assets measured at fair value on a recurring basis | 250,134 | |
Level 2 | U.S. Treasury Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total short-term investments | 0 | |
Level 2 | Corporate Debt Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total short-term investments | 6,026 | |
Level 2 | Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 0 | |
Total restricted cash | 0 | |
Level 2 | Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 9,998 | |
Total short-term investments | 234,110 | |
Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 0 | |
Total short-term investments | 0 | |
Total restricted cash | 0 | |
Total assets measured at fair value on a recurring basis | 0 | |
Level 3 | U.S. Treasury Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total short-term investments | 0 | |
Level 3 | Corporate Debt Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total short-term investments | 0 | |
Level 3 | Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 0 | |
Total restricted cash | 0 | |
Level 3 | Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 0 | |
Total short-term investments | $ 0 |
Organization and Summary of S_6
Organization and Summary of Significant Accounting Policies - Reconciliation of Cash and Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Restricted Cash and Cash Equivalents [Abstract] | |||
Cash and cash equivalents | $ 35,582 | $ 7,813 | |
Restricted cash | 816 | 0 | |
Total cash and cash equivalents and restricted cash | $ 36,398 | $ 7,813 | $ 658 |
Organization and Summary of S_7
Organization and Summary of Significant Accounting Policies - Summary of Short-Term Investments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Schedule Of Available For Sale Securities [Line Items] | |
Amortized Cost | $ 339,653 |
Unrealized Gains | 7 |
Unrealized Losses | (277) |
Estimated Fair Value | 339,383 |
U.S. Treasury Securities | |
Schedule Of Available For Sale Securities [Line Items] | |
Amortized Cost | 99,457 |
Unrealized Gains | 0 |
Unrealized Losses | (210) |
Estimated Fair Value | 99,247 |
Corporate Debt Securities | |
Schedule Of Available For Sale Securities [Line Items] | |
Amortized Cost | 6,029 |
Unrealized Gains | 0 |
Unrealized Losses | (3) |
Estimated Fair Value | 6,026 |
Commercial Paper | |
Schedule Of Available For Sale Securities [Line Items] | |
Amortized Cost | 234,167 |
Unrealized Gains | 7 |
Unrealized Losses | (64) |
Estimated Fair Value | $ 234,110 |
Organization and Summary of S_8
Organization and Summary of Significant Accounting Policies - Schedule of Contractual Maturities of Available-for-sale Debt Securities (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Schedule Of Available For Sale Securities [Line Items] | |
Due in 1 Year or Less | $ 291,267 |
Due Between 1 and 2 Years | 48,116 |
U.S. Treasury Securities | |
Schedule Of Available For Sale Securities [Line Items] | |
Due in 1 Year or Less | 51,131 |
Due Between 1 and 2 Years | 48,116 |
Corporate Debt Securities | |
Schedule Of Available For Sale Securities [Line Items] | |
Due in 1 Year or Less | 6,026 |
Due Between 1 and 2 Years | 0 |
Commercial Paper | |
Schedule Of Available For Sale Securities [Line Items] | |
Due in 1 Year or Less | 234,110 |
Due Between 1 and 2 Years | $ 0 |
Organization and Summary of S_9
Organization and Summary of Significant Accounting Policies - Summary of Potentially Dilutive Shares Not Included in the Calculation of Net Loss Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 6,039,717 | 10,068,205 |
Convertible Preferred Stock outstanding | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 0 | 8,760,535 |
Common Stock Outstanding | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 5,654,663 | 1,096,533 |
Unvested Common Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 379,825 | 211,137 |
ESPP | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 5,229 | 0 |
Balance Sheet Details - Schedul
Balance Sheet Details - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 1,543 | $ 176 |
Less: accumulated depreciation | (131) | (21) |
Property, Plant and Equipment, Net, Total | 1,412 | 155 |
Laboratory Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 1,377 | 176 |
Computer Equipment and Software | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 27 | 0 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 139 | $ 0 |
Balance Sheet Details - Sched_2
Balance Sheet Details - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued compensation (including related party amounts of $32 and $286, respectively) | $ 1,171 | $ 286 |
Accrued research and development (including related party amounts of $0 and $14, respectively) | 2,130 | 66 |
Other accrued liabilities (including related party amounts of $0 and $244, respectively) | 478 | 399 |
Accrued liabilities | $ 3,779 | $ 751 |
Balance Sheet Details - Sched_3
Balance Sheet Details - Schedule of Accrued Liabilities (Parenthetical) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued Compensation | ||
Condensed Balance Sheet Statements Captions [Line Items] | ||
Related party amounts | $ 32 | $ 286 |
Accrued Research and Development | ||
Condensed Balance Sheet Statements Captions [Line Items] | ||
Related party amounts | 0 | 14 |
Other Accrued Liabilities | ||
Condensed Balance Sheet Statements Captions [Line Items] | ||
Related party amounts | $ 0 | $ 244 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands | Oct. 31, 2021 | Oct. 31, 2021 | Aug. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Commitments And Contingencies [Line Items] | |||||
Operating lease, weighted average remaining lease term | 9 months 18 days | ||||
Operating lease expense | $ 0 | ||||
San Diego, California | |||||
Commitments And Contingencies [Line Items] | |||||
Operating lease commencement date | Sep. 1, 2021 | ||||
Operating lease term of contract | 14 months | ||||
Operating lease, option to extend | There are no options to extend the term or early termination provisions. | ||||
Operating lease, existence of option to extend | false | ||||
Torrey Plaza | |||||
Commitments And Contingencies [Line Items] | |||||
Operating lease not yet commenced, term of contract | 126 months | 126 months | |||
Operating lease not yet commenced renewal term | 5 years | 5 years | |||
Operating lease not yet commenced, option to extend | true | ||||
Letter of credit | $ 800 | $ 800 | |||
Targeted lease commencement date | 2022-07 | ||||
Torrey Plaza | Letter of Credit [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Percentage of letter of credit subject to certain conditions | 50.00% | ||||
Cell Line License Agreement | Wu Xi Biologics | |||||
Commitments And Contingencies [Line Items] | |||||
Non-refundable license fee paid | $ 200 | ||||
Maximum payment to buy out royalty obligation | $ 15,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Noncancelable Operating Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Commitments And Contingencies [Line Items] | ||
2022 | $ 198 | |
Total minimum lease payments | 198 | |
Less: Imputed interest | (4) | |
Total operating lease liabilities | 194 | |
Less: Current portion of operating lease liabilities | (194) | $ 0 |
Operating lease liabilities, net of current portion | $ 0 |
Commitments and Contingencies_3
Commitments and Contingencies - Estimated Annual Undiscounted Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 0 |
2023 | 3,040 |
2024 | 3,412 |
2025 | 3,514 |
2026 | 3,620 |
Thereafter | 24,115 |
Total | $ 37,701 |
Convertible Promissory Notes _3
Convertible Promissory Notes - Related Parties - Additional Information (Details) - USD ($) | Jun. 30, 2020 | Feb. 07, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 08, 2019 |
Class of Stock [Line Items] | |||||||
Interest expenses | $ 0 | $ 206,000 | |||||
Series Seed 2 Convertible Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Proceeds from issuance of redeemable convertible preferred stock | $ 4,500,000 | 4,500,000 | |||||
Related Party | Convertible Notes | |||||||
Class of Stock [Line Items] | |||||||
Accrued interest rate | 8.00% | ||||||
Interest expenses | 200,000 | ||||||
Related Party | Convertible Promissory Notes | |||||||
Class of Stock [Line Items] | |||||||
Proceeds form issuance of convertible preferred stock | 2,500,000 | ||||||
Increase In Fair Value Of Convertible Promissory Notes | $ 1,735,000 | ||||||
Fair value assumptions used to estimate fair value of convertible promissory notes discount rate | 20.00% | ||||||
Fair value assumptions used to estimate fair value of convertible promissory notes assumed discount rate | 25.00% | ||||||
Related Party | Convertible Promissory Notes | 2019 Note Purchase Agreement | |||||||
Class of Stock [Line Items] | |||||||
Maximum borrowing capacity | $ 4,000,000 | ||||||
Related Party | Convertible Promissory Notes | 2020 Note Purchase Agreement | |||||||
Class of Stock [Line Items] | |||||||
Maximum borrowing capacity | $ 2,500,000 | ||||||
Related Party | Unsecured Convertible Promissory Notes | 2019 Note Purchase Agreement | |||||||
Class of Stock [Line Items] | |||||||
Proceeds form issuance of convertible preferred stock | $ 4,000,000 | ||||||
Related Party | Unsecured Convertible Promissory Notes | 2020 Note Purchase Agreement | |||||||
Class of Stock [Line Items] | |||||||
Proceeds form issuance of convertible preferred stock | $ 1,000,000 | $ 1,500,000 | |||||
Related Party | Series Seed 2 Convertible Preferred Stock | Convertible Notes | |||||||
Class of Stock [Line Items] | |||||||
Conversion of convertible promissory notes into convertible preferred stock (in shares) | 2,036,158 | ||||||
Preferred stock convertible conversion price | $ 3.408 | $ 3.408 | |||||
Percentage of price paid | 80.00% | ||||||
Outstanding principal amount | $ 6,500 | $ 6,500 | |||||
Accrued interest | 400,000 | 400,000 | |||||
Aggregate carrying value | 8,700,000 | 8,700,000 | |||||
Convertible note fair value | $ 8,300,000 | $ 8,300,000 | |||||
Related Party | Minimum | Convertible Promissory Notes | |||||||
Class of Stock [Line Items] | |||||||
Fair value assumptions used to estimated probability of conversion of promissory notes percentage | 85.00% | ||||||
Related Party | Maximum | Convertible Promissory Notes | |||||||
Class of Stock [Line Items] | |||||||
Fair value assumptions used to estimated probability of conversion of promissory notes percentage | 100.00% | ||||||
Fair value assumptions used to estimate fair value of convertible promissory notes estimated time to settlement | 4 months 24 days |
Convertible Promissory Notes _4
Convertible Promissory Notes - Related Parties - Summary of Reconciliation of Convertible Promissory Notes (Details) - Related Party - Convertible Promissory Notes [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Class of Stock [Line Items] | |
Beginning balance | $ 4,000 |
Issuance of convertible promissory notes | 2,500 |
Increase In fair value of convertible promissory notes | 1,735 |
Conversion of promissory notes | (8,235) |
Ending balance | $ 0 |
Other Related Party Transacti_3
Other Related Party Transactions - Summary of Expense Recognized under 2017 Support Services Agreement and 2021 Support Services Agreement (Details) - Support Services Agreement - COI Pharmaceuticals, Inc. - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||
Expense recognized | $ 1,934 | $ 2,501 |
Research and Development | ||
Related Party Transaction [Line Items] | ||
Expense recognized | 1,609 | 1,640 |
General and Administrative | ||
Related Party Transaction [Line Items] | ||
Expense recognized | $ 325 | $ 861 |
Other Related Party Transacti_4
Other Related Party Transactions - Additional Information (Details) - COI Pharmaceuticals, Inc. - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||
Accounts payable and accrued expenses | $ 32,000 | $ 500,000 |
Purchase of property and equipment | $ 14,000 |
Convertible Preferred Stock a_3
Convertible Preferred Stock and Stockholders' Equity (Deficit) - Summary of Convertible Preferred Stock (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 |
Temporary Equity [Line Items] | |||
Convertible Preferred Stock, Shares Authorized | 0 | 6,838,829 | |
Convertible Preferred Stock, Shares Issued | 0 | 6,838,829 | |
Convertible Preferred Stock, Shares Outstanding | 0 | 6,838,829 | |
Convertible Preferred Stock, Liquidation Preference | $ 0 | $ 21,709 | |
Convertible Preferred Stock, Carrying Value | $ 0 | $ 21,624 | |
Series Seed Convertible Preferred Stock [Member] | |||
Temporary Equity [Line Items] | |||
Convertible Preferred Stock, Shares Authorized | 2,689,997 | ||
Convertible Preferred Stock, Shares Issued | 2,689,997 | ||
Convertible Preferred Stock, Shares Outstanding | 2,689,997 | ||
Convertible Preferred Stock, Liquidation Preference | $ 4,035 | ||
Convertible Preferred Stock, Carrying Value | $ 3,996 | ||
Series Seed 2 Convertible Preferred Stock [Member] | |||
Temporary Equity [Line Items] | |||
Convertible Preferred Stock, Shares Authorized | 4,148,832 | ||
Convertible Preferred Stock, Shares Issued | 4,148,832 | 4,148,832 | |
Convertible Preferred Stock, Shares Outstanding | 4,148,832 | ||
Convertible Preferred Stock, Liquidation Preference | $ 17,674 | ||
Convertible Preferred Stock, Carrying Value | $ 17,628 |
Convertible Preferred Stock a_4
Convertible Preferred Stock and Stockholders' Equity (Deficit) - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 10, 2021 | Apr. 15, 2021 | Mar. 01, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Class Of Stock [Line Items] | |||||||
Common stock, shares issued | 41,622,962 | 1,257,736 | |||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||
Proceeds from initial public offering, net of issuance costs | $ 204,167 | $ 0 | |||||
Common stock reserved for issuance | 9,738,250 | 10,077,215 | |||||
Weighted average grant date fair value per share of option grants | $ 8.01 | $ 0.44 | |||||
Total Intrinsic value of stock options exercised | $ 1,000 | $ 0 | |||||
Unrecognized stock-based compensation cost | $ 35,400 | ||||||
Unrecognized stock-based compensation cost, weighted-average period of recognition | 3 years 1 month 6 days | ||||||
Expected dividend yield | 0.00% | 0.00% | |||||
Percentage of number of common stock shares | 1.00% | ||||||
Convertible preferred stock, shares issued | 0 | 6,838,829 | |||||
2017 Equity Incentive Plan | |||||||
Class Of Stock [Line Items] | |||||||
Common stock reserved for issuance | 1,424,110 | ||||||
2021 Equity Incentive Plan | |||||||
Class Of Stock [Line Items] | |||||||
Common stock initially reserved for issuance | 2,775,890 | ||||||
Shares authorized for issuance | 4,237,149 | ||||||
2021 Employee Stock Purchase Plan | |||||||
Class Of Stock [Line Items] | |||||||
Common stock initially reserved for issuance | 466,000 | ||||||
Unrecognized stock-based compensation cost | $ 500 | ||||||
Percentage of eligible earnings withheld to purchase shares of common stock | 15.00% | ||||||
Fair market value percentage price of common stock purchased | 85.00% | ||||||
Minimum increase in shares reserved for issuance | 932,000 | ||||||
Stock-based compensation expense | $ 200 | ||||||
Initial Public Offering [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Common stock, shares issued | 13,110,000 | ||||||
Conversion of convertible preferred stock to common stock in connection with initial public offering, issued (in shares) | 26,608,460 | ||||||
Common stock per share | $ 17 | ||||||
Proceeds from stock transaction costs | $ 204,200 | ||||||
Series A Preferred Stock | |||||||
Class Of Stock [Line Items] | |||||||
Convertible preferred stock, shares issued upon conversion | 5,894,740 | ||||||
Preferred stock, par value | $ 9.50 | ||||||
Proceeds from issuance of redeemable convertible preferred stock | $ 56,000 | ||||||
Series B Preferred Stock | |||||||
Class Of Stock [Line Items] | |||||||
Convertible preferred stock, shares issued upon conversion | 8,038,073 | ||||||
Preferred stock, par value | $ 15.551 | ||||||
Proceeds from issuance of redeemable convertible preferred stock | $ 125,000 | ||||||
Series Seed 2 Convertible Preferred Stock | |||||||
Class Of Stock [Line Items] | |||||||
Convertible preferred stock, shares issued upon conversion | 1,056,337 | 1,056,337 | |||||
Preferred stock, par value | $ 4.26 | $ 4.26 | |||||
Proceeds from issuance of redeemable convertible preferred stock | $ 4,500 | $ 4,500 | |||||
Convertible preferred stock, shares issued | 4,148,832 | 4,148,832 | |||||
Series Seed 2 Convertible Preferred Stock | Convertible Notes | |||||||
Class Of Stock [Line Items] | |||||||
Convertible preferred stock, shares issued upon conversion | 2,036,158 |
Convertible Preferred Stock a_5
Convertible Preferred Stock and Stockholders' Equity (Deficit) - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Outstanding Options, Beginning balance | 1,096,533 | |
Number of Outstanding Options, Granted | 5,230,595 | |
Number of Outstanding Options, Exercised | (635,316) | |
Number of Outstanding Options, Forfeited or cancelled | (37,149) | |
Number of Outstanding Options, Ending balance | 5,654,663 | 1,096,533 |
Number of Outstanding Options, Vested and expected to vest | 5,654,663 | |
Number of Outstanding Options, Exercisable | 5,066,553 | |
Weighted- Average Exercise Price, Beginning balance | $ 0.47 | |
Weighted- Average Exercise Price, Granted | 10.69 | |
Weighted- Average Exercise Price, Exercised | 2.59 | |
Weighted- Average Exercise Price, Forfeited or cancelled | 6.16 | |
Weighted- Average Exercise Price, Ending balance | 9.65 | $ 0.47 |
Weighted- Average Exercise Price, Vested and expected to vest | 9.65 | |
Weighted- Average Exercise Price, Exercisable | $ 7.37 | |
Weighted- Average Remaining Contractual Term | 9 years 2 months 19 days | 9 years 3 months 21 days |
Weighted- Average Remaining Contractual Term, Vested and expected to vest | 9 years 2 months 19 days | |
Weighted- Average Remaining Contractual Term, Exercisable | 9 years 2 months 1 day | |
Aggregate Intrinsic Value | $ 62,954 | $ 3,214 |
Aggregate Intrinsic Value, Vested and expected to vest | 62,954 | |
Aggregate Intrinsic Value, Exercisable | $ 62,645 |
Convertible Preferred Stock a_6
Convertible Preferred Stock and Stockholders' Equity (Deficit) - Summary of Fair Value of Stock Option Grants (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Class Of Stock [Line Items] | ||
Expected volatility | 85.00% | |
Expected term (in years) | 10 years | |
Expected dividend yield | 0.00% | 0.00% |
Minimum | ||
Class Of Stock [Line Items] | ||
Risk-free interest rate | 0.80% | 0.70% |
Expected volatility | 83.00% | |
Expected term (in years) | 5 years 6 months | |
Maximum | ||
Class Of Stock [Line Items] | ||
Risk-free interest rate | 1.60% | 1.80% |
Expected volatility | 87.00% | |
Expected term (in years) | 10 years |
Convertible Preferred Stock a_7
Convertible Preferred Stock and Stockholders' Equity (Deficit) - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation | $ 6,910 | $ 72 |
Research and Development | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation | 3,018 | 22 |
General and Administrative | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation | $ 3,892 | $ 50 |
Convertible Preferred Stock a_8
Convertible Preferred Stock and Stockholders' Equity (Deficit) - Summary of Unvested Shares and Unvested Stock Liabilities (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)shares | |
Number of Unvested Shares | |
Number of Unvested Shares, Beginning balance | shares | 211,137 |
Early exercised shares | shares | 521,896 |
Vested shares | shares | (353,208) |
Number of Unvested Shares, Ending balance | shares | 379,825 |
Unvested Stock Liabilities | |
Unvested Stock Liabilities, Beginning balance | $ | $ 52 |
Early exercised shares | $ | 1,626 |
Vested shares | $ | (475) |
Unvested Stock Liabilities, Ending balance | $ | $ 1,203 |
Convertible Preferred Stock a_9
Convertible Preferred Stock and Stockholders' Equity (Deficit) - Summary of Common Stock Reserved for Future Issuance (Details) - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Common Stock Reserved For Future Issuance [Line Items] | ||
Common stock reserved for issuance | 9,738,250 | 10,077,215 |
Conversion of Preferred Stock | ||
Common Stock Reserved For Future Issuance [Line Items] | ||
Common stock reserved for issuance | 0 | 8,760,535 |
Common Stock Options Outstanding | ||
Common Stock Reserved For Future Issuance [Line Items] | ||
Common stock reserved for issuance | 5,654,663 | 1,096,533 |
Shares Available for Issuance Under Plans | ||
Common Stock Reserved For Future Issuance [Line Items] | ||
Common stock reserved for issuance | 3,629,039 | 220,147 |
Shares Available for Issuance Under ESPP | ||
Common Stock Reserved For Future Issuance [Line Items] | ||
Common stock reserved for issuance | 454,548 | 0 |
Research Collaboration and Ex_2
Research Collaboration and Exclusive License Agreement - Additional Information (Detail) | 12 Months Ended | |
Dec. 31, 2021USD ($)Target | Dec. 31, 2020USD ($) | |
Research And Development Arrangement Contract To Perform For Others [Line Items] | ||
Deferred revenue | $ 8,000,000 | |
Deferred revenue current | $ 5,163,000 | 1,950,000 |
Accounts receivable outstanding | $ 0 | 8,000,000 |
Merck Agreement | ||
Research And Development Arrangement Contract To Perform For Others [Line Items] | ||
Collaborative arrangement effective date | Dec. 15, 2020 | |
Number of collaboration targets | Target | 2 | |
Non-refundable and non-creditable upfront fee | $ 8,000,000 | |
Payable upon selection of second collaboration target | 8,000,000 | |
Milestone payments | 285,000 | |
Transaction price | 11,400,000 | |
Reimbursable research program funding for first collaboration target | 3,400,000 | |
Variable consideration payable upon selection of second collaboration target | 8,000,000 | |
Aggregate transaction price allocated to unsatisfied performance obligation | 7,700,000 | |
Revenue recognized | 3,600,000 | 0 |
Deferred revenue | 5,900,000 | 8,000,000 |
Deferred revenue current | 5,200,000 | $ 2,000,000 |
Merck Agreement | Maximum | ||
Research And Development Arrangement Contract To Perform For Others [Line Items] | ||
Milestone payments per collaboration target | 142,500,000 | |
Milestone payments upon successful completion of certain commercial milestones | $ 350,000,000 |
Research Collaboration and Ex_3
Research Collaboration and Exclusive License Agreement - Additional Information 1 (Detail) | Dec. 31, 2021 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-01-01 | |
Research And Development Arrangement Contract To Perform For Others [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year 3 months 18 days |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | |||
Deferred tax expense or benefit | $ 0 | $ 0 | |
Accrual for interest or penalties | 0 | 0 | |
Unrecognized tax benefits | 510,000 | $ 234,000 | $ 149,000 |
Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 39,900,000 | ||
Operating loss carryforwards subject to expiration | 600,000 | ||
Operating loss carryforwards indefinite period | $ 39,300,000 | ||
Percentage to be utilized to offset future taxable income. | 80.00% | ||
Net operating loss carryforwards expiration starting period | 2037 | ||
Federal | Research | |||
Operating Loss Carryforwards [Line Items] | |||
Tax credits | $ 900,000 | ||
Tax credits expiration starting year | 2037 | ||
State | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | $ 39,400,000 | ||
Net operating loss carryforwards expiration starting period | 2037 | ||
State | Research | |||
Operating Loss Carryforwards [Line Items] | |||
Tax credits | $ 900,000 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Expected tax benefit computed at federal statutory rate | $ (6,861) | $ (1,425) |
State income taxes, net of federal tax benefit | (2,169) | (426) |
Permanent differences | 324 | 410 |
Research and development credits | (745) | (338) |
Reserve for uncertain tax positions | 253 | 85 |
Other | 328 | |
Change in valuation allowance | $ 8,870 | $ 1,694 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Net Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 11,134 | $ 3,731 |
Research and development credit carryforwards | 1,179 | 703 |
Stock-based compensation | 1,273 | 21 |
Other | 131 | 1 |
Total deferred tax assets | 13,717 | 4,456 |
Valuation allowance | (13,390) | (4,444) |
Net deferred tax assets | 327 | 12 |
Deferred tax liabilities: | ||
Property and equipment | (106) | (9) |
Other | (221) | (3) |
Total gross deferred tax liabilities | $ (327) | $ (12) |
Income Taxes - Summary of Chang
Income Taxes - Summary of Changes to Gross Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Balance at beginning of year | $ 234 | $ 149 |
Increases (decreases) related to prior year tax positions | (50) | |
Increases related to current year tax positions | 326 | 85 |
Balance at end of year | $ 510 | $ 234 |
401 (k) Plan - Additional Infor
401 (k) Plan - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Defined contribution plan, employers matching contribution, annual vesting percentage | 3.00% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2021 | |
Subsequent Event [Line Items] | ||
Aggregate base rent payable | $ 0 | |
Restricted Cash | $ 0 | $ 816 |