Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 02, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-39727 | |
Entity Registrant Name | SCIENCE 37 HOLDINGS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 84-4278203 | |
Entity Address, Address Line One | 800 Park Offices Drive | |
Entity Address, Address Line Two | Suite 3606 | |
Entity Address, City or Town | Research Triangle Park | |
Entity Address, State or Province | NC | |
Entity Address, Postal Zip Code | 27709 | |
City Area Code | 984 | |
Local Phone Number | 377-3737 | |
Title of 12(b) Security | Shares of Common Stock, $0.0001 par value per share | |
Trading Symbol | SNCE | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 115,996,390 | |
Entity Central Index Key | 0001819113 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Statement) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 179,551 | $ 214,601 |
Accounts receivable and unbilled services, net (including amounts with related parties) | 10,133 | 10,699 |
Prepaid expenses and other current assets | 7,991 | 7,403 |
Total current assets | 197,675 | 232,703 |
Property and equipment, net | 1,374 | 1,393 |
Operating lease right-of-use assets | 1,805 | 2,086 |
Capitalized software, net | 32,122 | 24,290 |
Other assets | 325 | 326 |
Total assets | 233,301 | 260,798 |
Current liabilities: | ||
Accounts payable | 10,764 | 12,819 |
Accrued expenses and other liabilities | 14,680 | 17,073 |
Deferred revenue | 5,433 | 5,130 |
Total current liabilities | 30,877 | 35,022 |
Long-term liabilities: | ||
Long-term deferred revenue | 2,030 | 2,478 |
Operating lease liabilities | 1,176 | 1,322 |
Other long-term liabilities | 1,637 | 1,477 |
Long-term earn-out liability | 23,400 | 98,900 |
Total liabilities | 59,120 | 139,199 |
Commitments and contingencies (Note 9) | ||
Redeemable convertible preferred stock: | ||
Redeemable convertible preferred stock, $0.0001 par value; 100,000,000 shares authorized, 0 issued and outstanding at March 31, 2022 and December 31, 2021, respectively | 0 | 0 |
Stockholders’ equity: | ||
Common stock, $0.0001 par value; 400,000,000 shares authorized, 115,713,623 and 114,991,026 issued and outstanding at March 31, 2022 and December 31, 2021, respectively | 12 | 11 |
Additional paid-in capital | 331,353 | 323,666 |
Accumulated deficit | (157,184) | (202,078) |
Total stockholders’ equity | 174,181 | 121,599 |
Total liabilities, redeemable convertible preferred stock and stockholders’ equity | $ 233,301 | $ 260,798 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Redeemable convertible preferred stock: | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Stockholders’ equity: | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock, shares issued (in shares) | 115,713,623 | 114,991,026 |
Common stock, shares outstanding (in shares) | 115,713,623 | 114,991,026 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Revenues (including amounts with related parties) | $ 18,686 | $ 12,438 |
Operating expenses: | ||
Cost of revenues (including amounts with related parties) | 15,986 | 8,638 |
Selling, general and administrative | 30,153 | 9,164 |
Depreciation and amortization | 3,469 | 1,497 |
Total operating expenses | 49,608 | 19,299 |
Loss from operations | (30,922) | (6,861) |
Other income (expense): | ||
Interest income | 94 | 1 |
Sublease income | 239 | 33 |
Change in fair value of earn-out liability | 75,500 | 0 |
Other income (expense) | (18) | 1 |
Total other income | 75,815 | 35 |
Income (loss) before income taxes | 44,893 | (6,826) |
Income tax (benefit) expense | (1) | 0 |
Net income (loss) | $ 44,894 | $ (6,826) |
Earnings (loss) per share: | ||
Basic (in dollars per share) | $ 0.39 | $ (1.28) |
Diluted (in dollars per share) | $ 0.35 | $ (1.28) |
Weighted average common shares outstanding: | ||
Basic weighted average common shares outstanding (in shares) | 115,387 | 5,319 |
Diluted weighted average common shares outstanding (in shares) | 126,462 | 5,319 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) (Statement) - USD ($) $ in Thousands | Total | Balances at December 31, 2020 (as previously reported) | Retroactive application of the recapitalization due to Merger | [1] | Common Stock | Common StockBalances at December 31, 2020 (as previously reported) | Common StockRetroactive application of the recapitalization due to Merger | [1] | Additional Paid-In Capital | Additional Paid-In CapitalBalances at December 31, 2020 (as previously reported) | Accumulated Deficit | Accumulated DeficitBalances at December 31, 2020 (as previously reported) |
Beginning balance (in shares) at Dec. 31, 2020 | 75,495,000 | 41,587,000 | 33,908,000 | |||||||||
Beginning balance at Dec. 31, 2020 | $ 143,086 | $ 143,086 | ||||||||||
Ending balance (in shares) at Mar. 31, 2021 | 75,495,000 | |||||||||||
Ending balance at Mar. 31, 2021 | $ 143,086 | |||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 5,020,000 | 2,765,000 | 2,255,000 | |||||||||
Beginning balance at Dec. 31, 2020 | (106,135) | $ (106,135) | $ 1 | $ 1 | $ 1,611 | $ 1,611 | $ (107,747) | $ (107,747) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Stock-based compensation expense | 225 | 225 | ||||||||||
Proceeds from option exercises (shares) | 919,000 | |||||||||||
Proceeds from option exercises | 332 | 332 | ||||||||||
Net income | (6,826) | (6,826) | ||||||||||
Ending balance (in shares) at Mar. 31, 2021 | 5,939,000 | |||||||||||
Ending balance at Mar. 31, 2021 | $ (112,404) | $ 1 | 2,168 | (114,573) | ||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | |||||||||||
Beginning balance at Dec. 31, 2021 | $ 0 | |||||||||||
Ending balance (in shares) at Mar. 31, 2022 | 0 | |||||||||||
Ending balance at Mar. 31, 2022 | $ 0 | |||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 114,991,026 | 114,991,000 | ||||||||||
Beginning balance at Dec. 31, 2021 | $ 121,599 | $ 11 | 323,666 | (202,078) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Stock-based compensation expense | $ 7,557 | 7,557 | ||||||||||
Proceeds from option exercises (shares) | 723,000 | 723,000 | ||||||||||
Proceeds from option exercises | $ 131 | $ 1 | 130 | |||||||||
Net income | $ 44,894 | 44,894 | ||||||||||
Ending balance (in shares) at Mar. 31, 2022 | 115,713,623 | 115,714,000 | ||||||||||
Ending balance at Mar. 31, 2022 | $ 174,181 | $ 12 | $ 331,353 | $ (157,184) | ||||||||
[1] | Historical shares and capital amounts have been retroactively adjusted for reverse recapitalization as described in Note 1 “Company Background and Basis of Presentation” to the audited financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Statement) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating activities | ||
Net income | $ 44,894 | $ (6,826) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 3,469 | 1,497 |
Non-cash lease expense related to operating lease right-of-use assets | 281 | 494 |
Stock-based compensation | 7,557 | 225 |
Gain on change in fair value of earn-out liability | (75,500) | 0 |
Changes in assets and liabilities: | ||
Accounts receivable and unbilled services, net (including amounts with related parties) | 566 | 2,139 |
Prepaid expenses and other current assets | (571) | (845) |
Other assets | 1 | (142) |
Accounts payable | (5,294) | (1,954) |
Accrued expenses and other current liabilities | (3,255) | (2,213) |
Deferred revenue | (145) | 525 |
Operating lease liabilities | (145) | (216) |
Other, net | 159 | 229 |
Net cash used in operating activities | (27,983) | (7,087) |
Investing activities | ||
Capitalization of software development costs | (7,035) | (2,298) |
Purchases of fixed assets | (146) | (111) |
Net cash used in investing activities | (7,181) | (2,409) |
Financing activities | ||
Cash received from stock option exercises | 114 | 63 |
Net cash provided by financing activities | 114 | 63 |
Net decrease in cash, cash equivalents, and restricted cash | (35,050) | (9,433) |
Cash, cash equivalents, and restricted cash, beginning of period | 214,601 | 33,483 |
Cash, cash equivalents, and restricted cash, end of period | 179,551 | 24,050 |
Supplemental disclosures of non-cash activities | ||
Balance in accounts payable and accrued expenses and other current liabilities related to capitalized software and fixed asset additions | (4,101) | (742) |
Balance in prepaid expenses and other current assets related to stock option exercises | $ 17 | $ 269 |
Company Background and Basis of
Company Background and Basis of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Company Background and Basis of Presentation | Company Background and Basis of Presentation Description of Business Science 37 Holdings, Inc. and its subsidiaries (the "Company" or "Science 37”) operates under one reporting segment and is a leading provider of technology-based solutions that enable agile clinical trials and decentralized approaches on behalf of biopharmaceutical sponsors. The Company pioneered agile and decentralization methods and developed the industry’s first Agile Clinical Trial Operating System™ (“OS”) combining its unified technology platform, which orchestrates workflows, generates evidence and harmonizes data seamlessly, with its expansive centralized networks of patient communities, telemedicine investigators, mobile nursing, community providers, remote coordinators and data and devices. By making clinical research more accessible to patients and providers, the OS helps clinical research sponsors achieve faster patient enrollment, enable better patient retention and increase accessibility to representative patient populations. These improvements help accelerate the development of potentially life-saving treatments through faster study timelines and a more representative and diverse patient population. Unaudited Interim Financial Information The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of the Company’s financial condition and results of operations have been included. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. The balance sheet as of December 31, 2021 has been derived from the audited consolidated financial statements of the Company, but does not include all the disclosures required by GAAP. Emerging Growth Company and Smaller Reporting Company Status As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use the extended transition period under the JOBS Act until such time the Company is not considered to be an EGC. The adoption dates are discussed in the section below to reflect this election. The Company is also a smaller reporting company as defined in Item 10(f) of Regulation S-K. Smaller reporting companies may take advantage of scaled disclosure requirements, including, among other things, providing audited financial statements for two fiscal years, in contrast to other reporting companies, which must provide audited financial statements for three fiscal years. To the extent the Company takes advantage of such scaled disclosure requirements, it may make the comparison of its financial statements with other public companies difficult or impossible. Accounting Pronouncements Recently Adopted In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (ASU 2019-12), which eliminates certain exceptions to the guidance in Income Taxes (Topic 740) related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The Company adopted ASU 2019-12 effective January 1, 2021. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures. Accounting Pronouncements Issued but Not Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This guidance introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. The standard replaces the incurred loss impairment methodology in current GAAP with one that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The Company does not expect the adoption of the guidance to have a material effect on the Company’s consolidated financial statements. This is primarily based on the Company’s assessment of historical credit losses, customers’ creditworthiness, and the fact that the Company’s trade receivables are short term in duration. The Company plans to adopt the provisions of ASU 2016-13 effective January 1, 2023. |
Business Combination
Business Combination | 3 Months Ended |
Mar. 31, 2022 | |
Reverse Recapitalization [Abstract] | |
Business Combination | Business Combination On October 6, 2021, the Company consummated a merger (the “Merger”) with LifeSci Acquisition II Corp (“LSAQ”), pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated May 6, 2021. Pursuant to the Merger Agreement, the Company merged with LSAQ, with the Company treated as the accounting acquirer, LSAQ treated as the accounting acquiree and the Merger Transaction reflected as a reverse recapitalization. Under this method of accounting, the consolidated financial statements of Science 37, Inc. (“Legacy Science 37”) are the historical financial statements of the Company. The net assets of LSAQ were stated at historical costs, with no goodwill or other intangible assets recorded in accordance with U.S. GAAP, and were consolidated with Legacy Science 37’s financial statements on the closing date of the Merger Transaction. The shares and net loss per share available to holders of Legacy Science 37’s common and preferred stock prior to the Merger Transaction have been retroactively adjusted as shares reflecting the exchange ratio of approximately 1.815 established in the Merger Agreement. An aggregate of 30,858,261 shares of the Company’s common stock was issued to LSAQ public shareholders, the LSAQ Sponsor, and private placement (“PIPE”) investors as part of the transaction. As a result of the Merger Transaction, Legacy Science 37 shareholders received aggregate consideration of $233.5 million in 2021, including the PIPE financing, net of LSAQ shareholder redemptions and transaction costs. In addition, former holders of shares of Legacy Science 37 preferred and common stock and former holders of options to purchase shares of Legacy Science 37 common stock are entitled to receive their respective pro rata shares of up to 12,500,000 additional shares of |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Revenue by Geography Substantially all of the Company’s revenue for the three months ending March 31, 2022 and 2021 was derived from services performed within the United States. No other country represented more than 10% of total revenue for either period. Unsatisfied Performance Obligations As of March 31, 2022, the aggregate amount of transaction price allocated to the unsatisfied performance obligations was $168.5 million. The Company expects to recognize this revenue over the remaining contract term of the individual projects, with contract terms generally ranging from one month to 9.3 years. The amount of unsatisfied performance obligations is lower than the potential contractual revenue since it excludes revenue that is constrained. Revenue amounts excluded due to constraints include those amounts under contracts that are wholly unperformed in which the customer has a unilateral right to cancel the arrangement, or that require the Company to undertake numerous activities to fulfill the performance obligations, including various activities that are outside of the Company’s control. Timing of Billing and Performance During the three months ended March 31, 2022 and 2021, the Company recognized approximately $2.6 million and $1.7 million of revenue that was included in the deferred revenue balance at the beginning of the periods, respectively. During the three months ended March 31, 2022 and 2021, revenue recognized from performance obligations partially satisfied in previous periods was $0.4 million and $1.5 million, respectively. These cumulative catch-up adjustments primarily related to contract modifications executed in the current period, which resulted in changes to the transaction price and changes in estimates such as estimated total costs. Accounts Receivable, Unbilled Services, and Deferred Revenue Accounts receivable and unbilled services (including contract assets) consisted of the following: (In thousands) March 31, 2022 December 31, 2021 Accounts receivable $ 8,724 $ 8,143 Unbilled services 1,589 2,825 Total accounts receivable and unbilled services 10,313 10,968 Allowance for doubtful accounts (180) (269) Total accounts receivable and unbilled services, net $ 10,133 $ 10,699 As of March 31, 2022 and December 31, 2021, contract assets of $1.6 million and $2.8 million, respectively, were included in unbilled services. Deferred revenue as of March 31, 2022 and December 31, 2021 was $7.5 million and $7.6 million, respectively. Quarter over quarter changes in the Company’s accounts receivable, unbilled services and deferred revenue balances were impacted by timing differences between the Company’s satisfaction of performance obligations under its contracts, achievement of billing milestones, and customer payments. Concentration of Credit Risk Financial assets that subject the Company to credit risk primarily consist of cash and cash equivalents, accounts receivable and unbilled services. Based on the short-term nature and historical realization of the financial assets, as well as the reputable credit ratings of the financial institutions holding the deposits, the Company believes it bears minimal credit risk. For the three months ended March 31, 2022 and 2021, three customers individually (totaling 48.9% and 80.6%, respectively) accounted for greater than 10% of revenue. As of March 31, 2022 and December 31, 2021, three customers individually (totaling 64.1% and 78.4%, respectively) accounted for greater than 10% of accounts receivable, net. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases Future minimum lease payments under non-cancellable leases as of March 31, 2022 were as follows: (In thousands) Operating Leases Remainder of 2022 $ 922 2023 674 2024 599 2025 138 2026 11 2027 and thereafter — Total future minimum lease payments 2,344 Less imputed interest (185) Total $ 2,159 Components of lease liability reported as of March 31, 2022: Accrued expenses and other liabilities $ 983 Operating lease liabilities 1,176 Total $ 2,159 |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Liabilities | Accrued Expenses and Other Liabilities Accrued expenses consist of the following as of March 31, 2022 and December 31, 2021: (In thousands) March 31, 2022 December 31, 2021 Compensation, including bonuses, fringe benefits, and payroll taxes $ 7,855 $ 11,611 Professional fees, investigator fees, and pass-through expenses 3,350 3,174 Current portion of operating lease liabilities 983 1,120 Commissions payable 1,195 1,168 Other 1,297 — Total accrued expenses and other liabilities $ 14,680 $ 17,073 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Financial instruments, including cash and cash equivalents, are recorded at cost, which approximates fair value. Former holders of shares of Legacy Science 37 common stock were allocated Earn-Out Shares in connection with the completion of the Merger. These Earn-Out Shares are accounted for as a liability and require fair value measurement on a recurring basis. Due to the significant unobservable inputs that are required to value these shares, they are classified as Level 3 in the fair value hierarchy. Please refer to Note 10 “Earn-Out Shares” for additional details surrounding the valuation methodology for the Earn-Out Shares. None of the Company’s non-financial assets or liabilities are recorded at fair value on a non-recurring basis. There were no transfers between fair value measurement levels during the three months ended March 31, 2022 and the year ended December 31, 2021. The following table summarizes the fair value of the Company’s assets and liabilities that are measured and reported at fair value on a recurring basis as of March 31, 2022: (In thousands) Level 1 Level 2 Level 3 Total Assets: Money market funds $ 175,729 $ — $ — $ 175,729 Total $ 175,729 $ — $ — $ 175,729 Liabilities: Earn-out liability related to shareholders $ — $ — $ 23,400 $ 23,400 Total $ — $ — $ 23,400 $ 23,400 The following table summarizes the fair value of the Company’s assets and liabilities that are measured and reported at fair value on a recurring basis as of December 31, 2021: (In thousands) Level 1 Level 2 Level 3 Total Assets: Money market funds $ 19,033 $ — $ — $ 19,033 Total $ 19,033 $ — $ — $ 19,033 Liabilities: Earn-out liability related to shareholders $ — $ — $ 98,900 $ 98,900 Total $ — $ — $ 98,900 $ 98,900 |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Earnings (Loss) Per Share The following table presents the calculation of basic and diluted earnings (loss) per share for the Company’s common stock for the three months ended March 31, 2022 and 2021 (as adjusted for the Merger Exchange Ratio as described in Note 2 “Business Combination”): (In thousands, except per share amounts) 2022 2021 Numerator: Net income (loss) $ 44,894 $ (6,826) Denominator: Basic weighted average common shares outstanding 115,387 5,319 Effect of dilutive securities: Stock options outstanding 11,075 — Diluted weighted average common shares outstanding 126,462 5,319 Earnings (loss) per share: Basic $ 0.39 $ (1.28) Diluted $ 0.35 $ (1.28) Certain potential common shares outstanding are excluded from the computation of diluted earnings per share. Potential common shares related to stock options, preferred stock and warrants outstanding may be determined to be anti-dilutive based on application of the treasury stock method or in periods when the Company incurs a loss. Earn-out shares are contingent upon the price of the Company’s common stock over a specified period of time and the target stock prices have not been achieved as of the end of the reporting period. The number of potential shares outstanding that were excluded from the computation of diluted earnings per share, weighted for the portion of the period they were outstanding, were as follows for the three months ended March 31, 2022 and 2021 (as adjusted for the Merger Exchange Ratio as described in Note 2 “Business Combination”): (In thousands) 2022 2021 Anti-dilutive shares: Redeemable convertible preferred stock — 75,495 Stock options outstanding 16,402 15,801 Warrants outstanding — 12 Earn-out shares 12,500 — Total 28,902 91,308 |
Related-Party Transactions
Related-Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related-Party Transactions For the three months ended March 31, 2022 and 2021, the Company had revenue of $2.3 million and $4.4 million, respectively, and as of March 31, 2022 and December 31, 2021, receivables of $1.9 million and $2.0 million, respectively, from Pharmaceutical Products Development, LLC, a shareholder who beneficially owns 5% or more of the Company’s common stock. Pharmaceutical Products Development, LLC became a minority shareholder of the Company during the first quarter of 2019. For the three months ended March 31, 2021, the Company had revenue of $0.1 million from Novartis Pharma AG, who had a 50% ownership in dRX Capital AG, a shareholder who, until July 2021, had a minority interest in the Company and a seat on the Company’s Board of Directors. In July 2021, dRX Capital AG was dissolved and their interest in the Company was distributed to their owners. This dissolution and distribution did not cause any other shareholder of the Company to obtain a minority interest in the Company. As of March 31, 2022 and December 31, 2021, the Company had receivables of $12.1 thousand and $27.3 thousand, from AlloVir, a Company in which Redmile Group, LLC has a minority interest. Entities affiliated with Redmile Group, LLC collectively own 5% or more of the Company’s common stock. Redmile Group, LLC became a minority shareholder of the Company in the third quarter of 2016. |
Commitment and Contingencies
Commitment and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Proceedings The Company is subject to proceedings incidental to its business. The Company records accruals for claims, suits, investigations, and proceedings when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company reviews these contingencies regularly and records or adjusts accruals related to such matters to reflect the impact and status of any settlements, rulings, advice of counsel or other information pertinent to a particular matter. Gain contingencies are not recognized. Legal costs associated with contingencies are expensed as incurred. Since these matters are inherently unpredictable, assessing contingencies is highly subjective and requires judgments about future events. As of March 31, 2022, the Company had no material contingent losses recorded. |
Earn-Out Shares
Earn-Out Shares | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Earn-Out Shares | Earn-Out SharesIn accordance with the Merger Agreement, former holders of shares of Legacy Science 37 common stock (including shares received as a result of the conversion of Legacy Science 37 preferred stock) and former holders of options to purchase shares of Legacy Science 37 are entitled to receive their respective pro rata shares of up to 12,500,000 Earn-Out Shares if, during the three years following the consummation of the Merger, the volume weighted average price of Science 37’s Common Stock for a period of at least 20 days out of 30 consecutive trading days: i. is equal to or greater than $15.00, a one-time aggregate issuance of 5,000,000 Earn-Out Shares will be made (“Trigger 1”); and ii. is equal to or greater than $20.00, a one-time aggregate issuance of 7,500,000 Earn-Out Shares will be made (“Trigger 2”). As of December 31, 2021, the stockholders and option holders were estimated to receive approximately 10,914,422 and 1,585,579 Earn-Out Shares, respectively, based on the fully diluted capitalization table of Legacy Science 37. The fair value of the Earn-Out Shares was approximately $10.35 (Trigger 1) and approximately $8.20 (Trigger 2) per share as of December 31, 2021. As of March 31, 2022, the stockholders and option holders are estimated to receive approximately 10,992,532 and 1,507,468 Earn-Out Shares, respectively. The fair value of the Earn-Out Shares was approximately $2.50 (Trigger 1) and approximately $1.87 (Trigger 2) per share as of March 31, 2022. The estimated fair value of the Earn-Out Shares was determined using a Monte Carlo simulation valuation model using a distribution of potential outcomes on a monthly basis over the earn-out Period using the most reliable information available. This valuation method falls into Level 3 fair value hierarchy for inputs used in measuring fair value and is based on inputs that are unobservable and significant to the overall fair value measurement. Unobservable inputs are inputs that reflect the Company's judgment concerning the assumptions that market participants would use in pricing the asset or liability developed based on the best information available under the circumstances. To the extent that the valuation is based on models or inputs that are unobservable in the market, the determination of fair value requires management to exercise a high degree of judgment. Change in significant unobservable inputs could result in a higher or lower fair value measurement of the liability associated with of the Earn-Out shares. Assumptions used in the valuation were as follows: March 31, 2022 December 31, 2021 Stock price $ 5.35 $ 12.47 Expected volatility 70.0 % 55.0 % Risk-free interest rate 2.37 % 0.91 % Forecast period (in years) 2.5 2.8 Former Science 37 Shareholders The Company has determined that the contingent obligation to issue Earn-Out Shares to former Science 37 shareholders is not indexed to the Company's stock under ASC Topic 815-40 and therefore equity treatment is precluded. The Triggering Event that determines the issuance of the Earn-Out Shares includes terms that are not solely indexed to the common stock of the Company and, as such, liability classification is required. For the three months ended March 31, 2022, there was a decrease in the fair value of the earn-out liability of $75.5 million, which was recorded as a gain in “Change in fair value of earn-out liability” within the consolidated statements of operations. In accordance with the Merger Agreement, Earn-Out Shares attributable to former Science 37 option holders who discontinue providing service before the occurrence of the Triggering Event are reallocated to the remaining eligible former stockholders and former option holders. The earn-out liability is recorded on the balance sheet as a non-current liability because potential payment of the liability will be settled in the Company’s common shares. The following table presents a reconciliation of changes in the carrying amount of the contingent earn-out liability classified as Level 3 fair value hierarchy using significant unobservable inputs for the three months ended March 31, 2022: (In thousands) Earn-Out Liability Balance at December 31, 2021 $ 98,900 Change in fair value related to option holder forfeitures 166 Change in fair value related to share valuation inputs (75,666) Total change in fair value recognized in earnings $ (75,500) Balance at March 31, 2022 $ 23,400 Former Science 37 Option Holders The contingent obligation to issue Earn-Out Shares to former Science 37 option holders falls within the scope of ASC 718, Share-based Compensation, because the option holders are required to continue providing service until the occurrence of the Triggering Event(s). For the three months ended December 31, 2021, the Company recorded approximately $2.1 million in share-based compensation expense related to the Earn-Out Shares. For the three months ended March 31, 2022, the Company recorded approximately $1.9 million in share-based compensation expense related to the Earn-Out Shares, with approximately $5.4 million of unrecognized compensation expense at March 31, 2022, which is expected to be recognized over the remaining derived service period of 0.6 years (Trigger 1) and 0.9 years (Trigger 2). |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company currently has one equity-based compensation plan, the Science 37 Holdings, Inc. 2021 Incentive Award Plan (the “2021 Plan”) from which stock-based compensation awards can be granted to employees, consultants, and non-executive directors. Prior to the consummation of the Merger in the fourth quarter of 2021, the Company granted stock options to employees under the Science 31, Inc. 2015 Stock Option Plan (the “2015 Plan”). No further awards have been or will be made under the 2015 Plan following the effectiveness of the 2021 Plan. The 2021 Plan allows for the grant of awards in the form of: (i) incentive stock options; (ii) non-qualified stock options; (iii) stock appreciation rights; (iv) restricted stock; (v) restricted stock units; (vi) dividend equivalents; and (vii) other stock and cash based awards. A summary of stock option awards outstanding as of March 31, 2022 and changes during the three months then ended were as follows: (In thousands, except per share amounts) Number of Options Weighted Average Exercise Price Outstanding at December 31, 2021 25,425 $5.30 Granted 3,961 11.25 Exercised (723) 0.66 Forfeited (451) 7.90 Outstanding at March 31, 2022 28,213 $6.21 The total amount of stock-based compensation expense recognized in the unaudited condensed consolidated statements of operations for the three months ended March 31, 2022 and 2021 was as follows: Statement of Operations classification Three Months Ended March 31, (In thousands) 2022 2021 Cost of revenues (stock options) $ 514 $ 55 Selling, general and administrative (stock options) 5,168 170 Selling, general and administrative (earn-out shares) 1,875 — Total stock-based compensation expense $ 7,557 $ 225 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Science 37 is treated as a “C” corporation for U.S. tax purposes. Adoption of Recent Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (ASU 2019-12), which eliminates certain exceptions to the guidance in Income Taxes (Topic 740) related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The Company adopted ASU 2019-12 effective January 1, 2021. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures. The Company has incurred net operating losses since inception and is forecasting additional losses through December 31, 2022. No U.S. Federal or state income taxes are expected for 2022 and foreign income taxes are expected to be immaterial; as such, the provision for income taxes recorded as of March 31, 2022 was immaterial.. Due to the Company’s history of losses since inception, there is not enough evidence at this time to support the conclusion that the Company will generate future income of a sufficient amount and nature to utilize the benefits of the Company’s net deferred tax assets. Accordingly, as of March 31, 2022 and December 31, 2021, the Company provided a full valuation allowance against its net deferred tax assets since as of that time, the Company could not assert that it was more likely than not that these deferred tax assets would be realized. |
Company Background, Basis of Pr
Company Background, Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Accounting | The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information. |
Accounting Pronouncements Recently Adopted and Issued but Not Adopted | In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (ASU 2019-12), which eliminates certain exceptions to the guidance in Income Taxes (Topic 740) related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The Company adopted ASU 2019-12 effective January 1, 2021. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures.In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This guidance introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. The standard replaces the incurred loss impairment methodology in current GAAP with one that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The Company does not expect the adoption of the guidance to have a material effect on the Company’s consolidated financial statements. This is primarily based on the Company’s assessment of historical credit losses, customers’ creditworthiness, and the fact that the Company’s trade receivables are short term in duration. The Company plans to adopt the provisions of ASU 2016-13 effective January 1, 2023.In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (ASU 2019-12), which eliminates certain exceptions to the guidance in Income Taxes (Topic 740) related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The Company adopted ASU 2019-12 effective January 1, 2021. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures. |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable | Accounts receivable and unbilled services (including contract assets) consisted of the following: (In thousands) March 31, 2022 December 31, 2021 Accounts receivable $ 8,724 $ 8,143 Unbilled services 1,589 2,825 Total accounts receivable and unbilled services 10,313 10,968 Allowance for doubtful accounts (180) (269) Total accounts receivable and unbilled services, net $ 10,133 $ 10,699 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Lessee, Operating Lease, Liability, Maturity | Future minimum lease payments under non-cancellable leases as of March 31, 2022 were as follows: (In thousands) Operating Leases Remainder of 2022 $ 922 2023 674 2024 599 2025 138 2026 11 2027 and thereafter — Total future minimum lease payments 2,344 Less imputed interest (185) Total $ 2,159 Components of lease liability reported as of March 31, 2022: Accrued expenses and other liabilities $ 983 Operating lease liabilities 1,176 Total $ 2,159 |
Accrued Expenses and Other Li_2
Accrued Expenses and Other Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Other Current Liabilities | Accrued expenses consist of the following as of March 31, 2022 and December 31, 2021: (In thousands) March 31, 2022 December 31, 2021 Compensation, including bonuses, fringe benefits, and payroll taxes $ 7,855 $ 11,611 Professional fees, investigator fees, and pass-through expenses 3,350 3,174 Current portion of operating lease liabilities 983 1,120 Commissions payable 1,195 1,168 Other 1,297 — Total accrued expenses and other liabilities $ 14,680 $ 17,073 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table summarizes the fair value of the Company’s assets and liabilities that are measured and reported at fair value on a recurring basis as of March 31, 2022: (In thousands) Level 1 Level 2 Level 3 Total Assets: Money market funds $ 175,729 $ — $ — $ 175,729 Total $ 175,729 $ — $ — $ 175,729 Liabilities: Earn-out liability related to shareholders $ — $ — $ 23,400 $ 23,400 Total $ — $ — $ 23,400 $ 23,400 The following table summarizes the fair value of the Company’s assets and liabilities that are measured and reported at fair value on a recurring basis as of December 31, 2021: (In thousands) Level 1 Level 2 Level 3 Total Assets: Money market funds $ 19,033 $ — $ — $ 19,033 Total $ 19,033 $ — $ — $ 19,033 Liabilities: Earn-out liability related to shareholders $ — $ — $ 98,900 $ 98,900 Total $ — $ — $ 98,900 $ 98,900 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table presents the calculation of basic and diluted earnings (loss) per share for the Company’s common stock for the three months ended March 31, 2022 and 2021 (as adjusted for the Merger Exchange Ratio as described in Note 2 “Business Combination”): (In thousands, except per share amounts) 2022 2021 Numerator: Net income (loss) $ 44,894 $ (6,826) Denominator: Basic weighted average common shares outstanding 115,387 5,319 Effect of dilutive securities: Stock options outstanding 11,075 — Diluted weighted average common shares outstanding 126,462 5,319 Earnings (loss) per share: Basic $ 0.39 $ (1.28) Diluted $ 0.35 $ (1.28) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The number of potential shares outstanding that were excluded from the computation of diluted earnings per share, weighted for the portion of the period they were outstanding, were as follows for the three months ended March 31, 2022 and 2021 (as adjusted for the Merger Exchange Ratio as described in Note 2 “Business Combination”): (In thousands) 2022 2021 Anti-dilutive shares: Redeemable convertible preferred stock — 75,495 Stock options outstanding 16,402 15,801 Warrants outstanding — 12 Earn-out shares 12,500 — Total 28,902 91,308 |
Earn-Out Shares (Tables)
Earn-Out Shares (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Fair Value Measurement Inputs and Valuation Techniques | Assumptions used in the valuation were as follows: March 31, 2022 December 31, 2021 Stock price $ 5.35 $ 12.47 Expected volatility 70.0 % 55.0 % Risk-free interest rate 2.37 % 0.91 % Forecast period (in years) 2.5 2.8 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table presents a reconciliation of changes in the carrying amount of the contingent earn-out liability classified as Level 3 fair value hierarchy using significant unobservable inputs for the three months ended March 31, 2022: (In thousands) Earn-Out Liability Balance at December 31, 2021 $ 98,900 Change in fair value related to option holder forfeitures 166 Change in fair value related to share valuation inputs (75,666) Total change in fair value recognized in earnings $ (75,500) Balance at March 31, 2022 $ 23,400 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement, Option, Activity | A summary of stock option awards outstanding as of March 31, 2022 and changes during the three months then ended were as follows: (In thousands, except per share amounts) Number of Options Weighted Average Exercise Price Outstanding at December 31, 2021 25,425 $5.30 Granted 3,961 11.25 Exercised (723) 0.66 Forfeited (451) 7.90 Outstanding at March 31, 2022 28,213 $6.21 |
Share-based Payment Arrangement, Expensed and Capitalized, Amount | The total amount of stock-based compensation expense recognized in the unaudited condensed consolidated statements of operations for the three months ended March 31, 2022 and 2021 was as follows: Statement of Operations classification Three Months Ended March 31, (In thousands) 2022 2021 Cost of revenues (stock options) $ 514 $ 55 Selling, general and administrative (stock options) 5,168 170 Selling, general and administrative (earn-out shares) 1,875 — Total stock-based compensation expense $ 7,557 $ 225 |
Company Background and Basis _2
Company Background and Basis of Presentation (Details) | 3 Months Ended |
Mar. 31, 2022segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reportable segments | 1 |
Business Combination - Narrativ
Business Combination - Narrative (Details) $ in Millions | Oct. 06, 2021USD ($)shares |
Reverse Recapitalization [Abstract] | |
Recapitalization exchange ratio | 1.815 |
Stock issued during period, shares, acquisition and reverse recapitalization (in shares) | 30,858,261 |
Sale of stock, consideration received on transaction | $ | $ 233.5 |
Earn-out shares (in shares) | 12,500,000 |
Earnout period | 3 years |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Contract with customer, liability, revenue recognized | $ 2,600 | $ 1,700 | |
Contract with customer, performance obligation satisfied in previous period | 400 | $ 1,500 | |
Contract assets | 1,589 | $ 2,825 | |
Deferred revenue | 7,500 | $ 7,600 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Revenue, remaining performance obligation, amount | $ 168,500 | ||
Customer Concentration Risk | Revenue from Contract with Customer Benchmark | Three Customers | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Concentration risk (as a percent) | 48.90% | 80.60% | |
Customer Concentration Risk | Accounts Receivable | Three Customers | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Concentration risk (as a percent) | 64.10% | 78.40% | |
Minimum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 month | ||
Maximum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 9 years 3 months 18 days |
Revenue - Schedule of Accounts,
Revenue - Schedule of Accounts, Notes, Loans and Financing Receivable (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable | $ 8,724 | $ 8,143 |
Unbilled services | 1,589 | 2,825 |
Total accounts receivable and unbilled services | 10,313 | 10,968 |
Allowance for doubtful accounts | (180) | (269) |
Total accounts receivable and unbilled services, net | $ 10,133 | $ 10,699 |
Leases - Operating Lease Liabil
Leases - Operating Lease Liability Maturity (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Remainder of 2022 | $ 922 | |
2023 | 674 | |
2024 | 599 | |
2025 | 138 | |
2026 | 11 | |
2027 and thereafter | 0 | |
Total future minimum lease payments | 2,344 | |
Less imputed interest | (185) | |
Total | 2,159 | |
Accrued expenses and other liabilities | 983 | $ 1,120 |
Operating lease liabilities | 1,176 | $ 1,322 |
Total | $ 2,159 |
Accrued Expenses and Other Li_3
Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Compensation, including bonuses, fringe benefits, and payroll taxes | $ 7,855 | $ 11,611 |
Professional fees, investigator fees, and pass-through expenses | 3,350 | 3,174 |
Current portion of operating lease liabilities | 983 | 1,120 |
Commissions payable | 1,195 | 1,168 |
Other | $ 1,297 | $ 0 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Total accrued expenses and other liabilities | Total accrued expenses and other liabilities |
Total accrued expenses and other liabilities | $ 14,680 | $ 17,073 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Liabilities: | ||
Earn-out liability related to shareholders | $ 23,400 | $ 98,900 |
Fair Value, Recurring | ||
Assets: | ||
Total | 175,729 | 19,033 |
Liabilities: | ||
Earn-out liability related to shareholders | 23,400 | 98,900 |
Total | 23,400 | 98,900 |
Fair Value, Recurring | Money Market Funds | ||
Assets: | ||
Money market funds | 175,729 | 19,033 |
Fair Value, Recurring | Level 1 | ||
Assets: | ||
Total | 175,729 | 19,033 |
Liabilities: | ||
Earn-out liability related to shareholders | 0 | 0 |
Total | 0 | 0 |
Fair Value, Recurring | Level 1 | Money Market Funds | ||
Assets: | ||
Money market funds | 175,729 | 19,033 |
Fair Value, Recurring | Level 2 | ||
Assets: | ||
Total | 0 | 0 |
Liabilities: | ||
Earn-out liability related to shareholders | 0 | 0 |
Total | 0 | 0 |
Fair Value, Recurring | Level 2 | Money Market Funds | ||
Assets: | ||
Money market funds | 0 | 0 |
Fair Value, Recurring | Level 3 | ||
Assets: | ||
Total | 0 | 0 |
Liabilities: | ||
Earn-out liability related to shareholders | 23,400 | 98,900 |
Total | 23,400 | 98,900 |
Fair Value, Recurring | Level 3 | Money Market Funds | ||
Assets: | ||
Money market funds | $ 0 | $ 0 |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator: | ||
Net income (loss) | $ 44,894 | $ (6,826) |
Denominator: | ||
Basic weighted average common shares outstanding (in shares) | 115,387 | 5,319 |
Effect of dilutive securities: | ||
Stock options outstanding (in shares) | 11,075 | 0 |
Diluted weighted average common shares outstanding (in shares) | 126,462 | 5,319 |
Earnings (loss) per share: | ||
Basic (in dollars per share) | $ 0.39 | $ (1.28) |
Diluted (in dollars per share) | $ 0.35 | $ (1.28) |
Earnings (Loss) Per Share (De_2
Earnings (Loss) Per Share (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 28,902 | 91,308 |
Redeemable convertible preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 0 | 75,495 |
Stock options outstanding | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 16,402 | 15,801 |
Warrants outstanding | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 0 | 12 |
Earn-out shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 12,500 | 0 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Investor | Pharmaceutical Products Development, LLC | |||
Related Party Transaction [Line Items] | |||
Revenue from related parties | $ 2,300,000 | $ 4,400,000 | |
Accounts receivable, related parties | 1,900,000 | $ 2,000,000 | |
Investor | AlloVir | |||
Related Party Transaction [Line Items] | |||
Accounts receivable, related parties | $ 12,100 | $ 27,300 | |
Affiliated Entity | Novartis Pharma AG | |||
Related Party Transaction [Line Items] | |||
Revenue from related parties | $ 100,000 | ||
Affiliated Entity | Novartis Pharma AG | dRX Capital AG | |||
Related Party Transaction [Line Items] | |||
Ownership percentage | 50.00% |
Commitment and Contingencies (D
Commitment and Contingencies (Details) | Mar. 31, 2022USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Loss contingency accrual | $ 0 |
Earn-Out Shares - Narrative (De
Earn-Out Shares - Narrative (Details) $ / shares in Units, $ in Thousands | Oct. 06, 2021day$ / sharesshares | Mar. 31, 2022USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2021USD ($) |
Derivative [Line Items] | ||||
Earn-out shares (in shares) | 12,500,000 | |||
Earnout period | 3 years | |||
Earnout period, threshold trading days | day | 20 | |||
Earnout period, threshold trading day period | day | 30 | |||
Change in fair value of earn-out liability | $ | $ 75,500 | $ 0 | ||
Stock-based compensation expense | $ | $ 7,557 | $ 225 | ||
Stockholders | ||||
Derivative [Line Items] | ||||
Earn-out shares to be received (in shares) | 10,992,532 | 10,914,422 | ||
Option Holders | ||||
Derivative [Line Items] | ||||
Earn-out shares to be received (in shares) | 1,507,468 | 1,585,579 | ||
Earn-Out Shares | ||||
Derivative [Line Items] | ||||
Stock-based compensation expense | $ | $ 1,900 | $ 2,100 | ||
Unrecognized compensation cost related to unvested stock options | $ | $ 5,400 | |||
Derivative Instrument, Trigger, One | ||||
Derivative [Line Items] | ||||
Earn-out shares (in shares) | 5,000,000 | |||
Earnout period, stock price trigger (in dollars per share) | $ / shares | $ 15 | |||
Fair value of earn-out shares (in dollars per share) | $ / shares | $ 2.50 | $ 10.35 | ||
Derivative Instrument, Trigger, One | Earn-Out Shares | ||||
Derivative [Line Items] | ||||
Unrecognized compensation cost related to unvested stock options, period for recognition | 7 months 6 days | |||
Derivative Instrument, Trigger, Two | ||||
Derivative [Line Items] | ||||
Earn-out shares (in shares) | 7,500,000 | |||
Earnout period, stock price trigger (in dollars per share) | $ / shares | $ 20 | |||
Fair value of earn-out shares (in dollars per share) | $ / shares | $ 1.87 | $ 8.20 | ||
Derivative Instrument, Trigger, Two | Earn-Out Shares | ||||
Derivative [Line Items] | ||||
Unrecognized compensation cost related to unvested stock options, period for recognition | 10 months 24 days |
Earn-Out Shares - Fair Value Me
Earn-Out Shares - Fair Value Measurement Inputs and Valuation Techniques (Details) - Earn-Out Shares - Valuation Technique, Option Pricing Model | Mar. 31, 2022yr$ / shares | Dec. 31, 2021yr$ / shares |
Stock price | ||
Derivative [Line Items] | ||
Derivative liability, measurement input | $ / shares | 5.35 | 12.47 |
Expected volatility | ||
Derivative [Line Items] | ||
Derivative liability, measurement input | 0.700 | 0.550 |
Risk-free interest rate | ||
Derivative [Line Items] | ||
Derivative liability, measurement input | 0.0237 | 0.0091 |
Forecast period (in years) | ||
Derivative [Line Items] | ||
Derivative liability, measurement input | yr | 2.5 | 2.8 |
Earn-Out Shares - Fair Value, L
Earn-Out Shares - Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | |
Fair value, beginning balance | $ 98,900 |
Change in fair value related to option holder forfeitures | 166 |
Change in fair value related to share valuation inputs | (75,666) |
Total change in fair value recognized in earnings | (75,500) |
Fair value, ending balance | $ 23,400 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) | 3 Months Ended |
Mar. 31, 2022plan | |
Share-based Payment Arrangement [Abstract] | |
Number of equity-based compensations plans | 1 |
Stock-Based Compensation - Shar
Stock-Based Compensation - Share-based Payment Arrangement, Option, Activity (Details) shares in Thousands | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Number of Options | |
Outstanding beginning balance (in shares) | shares | 25,425 |
Granted (in shares) | shares | 3,961 |
Exercised (in shares) | shares | (723) |
Forfeited (in shares) | shares | (451) |
Outstanding ending balance (in shares) | shares | 28,213 |
Weighted Average Exercise Price | |
Outstanding beginning balance (in dollars per share) | $ / shares | $ 5.30 |
Granted (in dollars per share) | $ / shares | 11.25 |
Exercised (in dollars per share) | $ / shares | 0.66 |
Forfeited (in dollars per share) | $ / shares | 7.90 |
Outstanding ending balance (in dollars per share) | $ / shares | $ 6.21 |
Stock-Based Compensation - Sh_2
Stock-Based Compensation - Share-based Payment Arrangement, Expensed and Capitalized, Amount (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | $ 7,557 | $ 225 | |
Earn-Out Shares | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 1,900 | $ 2,100 | |
Cost of revenues | Stock Option | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 514 | 55 | |
Selling, general and administrative expenses | Stock Option | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 5,168 | 170 | |
Selling, general and administrative expenses | Earn-Out Shares | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | $ 1,875 | $ 0 |