Cover Page
Cover Page | 9 Months Ended |
Sep. 30, 2021 | |
Cover [Abstract] | |
Entity Registrant Name | GreenLight Biosciences Holdings, PBC |
Document Type | S-1 |
Amendment Flag | false |
Entity Central Index Key | 0001822691 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
CURRENT ASSETS | ||||
Cash | $ 34,754,000 | $ 95,068,000 | $ 25,916,000 | |
Prepaid expenses | 2,781,000 | 2,031,000 | 544,000 | |
Total Current Assets | 37,535,000 | 97,099,000 | 26,460,000 | |
Deferred offering costs | 2,590,000 | 0 | ||
Restricted cash | 167,000 | 80,000 | 30,000 | |
Property and equipment, net | 21,744,000 | 16,279,000 | 3,749,000 | |
Security deposits | 1,256,000 | 370,000 | 370,000 | |
Deferred offering costs | 2,590,000 | |||
TOTAL ASSETS | 63,292,000 | 113,828,000 | 30,609,000 | |
CURRENT LIABILITIES | ||||
Accounts payable | 6,559,000 | 4,537,000 | 1,527,000 | |
Accrued expenses | 9,351,000 | 6,826,000 | 3,518,000 | |
Note Payable | 249,000 | |||
Capital lease obligations, current portion | 633,000 | 431,000 | ||
Convertible debt | 17,959,000 | 0 | ||
Deferred revenue | 1,378,000 | 1,663,000 | ||
Long-term debt, current portion | 5,844,000 | 633,000 | ||
Other current liabilities | 585,000 | 252,000 | ||
Total Current Liabilities | 41,676,000 | 13,911,000 | 5,725,000 | |
Warrant liability | 1,293,000 | 125,000 | ||
Long-term debt, net of current portion | 15,013,000 | 992,000 | ||
Preferred stock warrant liabilities | 125,000 | 103,000 | ||
Capital lease obligations, net of current portion | 992,000 | 892,000 | ||
Convertible debt | 0 | 17,273,000 | ||
Other liabilities | 1,355,000 | 1,562,000 | 225,000 | |
Total Liabilities | 59,337,000 | 33,863,000 | 6,945,000 | |
Commitments and Contingencies | ||||
Redeemable convertible preferred stock | 218,787,000 | 218,787,000 | 110,288,000 | |
Stockholders' Equity | ||||
Class A common stock, $0.0001 par value; 100,000,000 shares authorized | 3,000 | 3,000 | 3,000 | |
Additional paid-in capital | 4,062,000 | 2,434,000 | 1,381,000 | |
Retained earnings (accumulated deficit) | (218,897,000) | (141,259,000) | (88,008,000) | |
Total Stockholders' Equity | (214,832,000) | (138,822,000) | (86,624,000) | |
TOTAL LIABILITIES REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT | 63,292,000 | 113,828,000 | 30,609,000 | |
Series A One Redeemable Convertible Preferred Stock [Member] | ||||
CURRENT LIABILITIES | ||||
Redeemable convertible preferred stock | 4,411,000 | 4,411,000 | ||
Series A Two Redeemable Convertible Preferred Stock [Member] | ||||
CURRENT LIABILITIES | ||||
Redeemable convertible preferred stock | 11,438,000 | 11,438,000 | ||
Series A Three Redeemable Convertible Preferred Stock [Member] | ||||
CURRENT LIABILITIES | ||||
Redeemable convertible preferred stock | 19,917,000 | 19,917,000 | ||
Series B Redeemable Convertible Preferred Stock [Member] | ||||
CURRENT LIABILITIES | ||||
Redeemable convertible preferred stock | 18,671,000 | 18,671,000 | 18,671,000 | |
Series C Redeemable Convertible Preferred Stock [Member] | ||||
CURRENT LIABILITIES | ||||
Redeemable convertible preferred stock | 55,851,000 | 55,851,000 | $ 55,851,000 | |
Series D Redeemable Convertible Preferred Stock [Member] | ||||
CURRENT LIABILITIES | ||||
Redeemable convertible preferred stock | 108,499,000 | 108,499,000 | ||
Environmental Impact Acquisition Corp [Member] | ||||
CURRENT ASSETS | ||||
Cash | 158,337 | 156,848 | ||
Prepaid expenses | 698,309 | |||
Total Current Assets | 856,646 | 156,848 | ||
Deferred offering costs | 168,152 | |||
Investments held in Trust Account | 207,008,746 | |||
Deferred offering costs | 181,027,000 | |||
TOTAL ASSETS | 207,865,392 | 325,000 | ||
CURRENT LIABILITIES | ||||
Accrued expenses | 2,528 | |||
Accounts payable and accrued expenses | 3,017,789,000 | 2,528,000 | ||
Accrued offering costs | 118,569 | 12,875 | ||
Promissory note — related party | 500,000 | 300,000 | ||
Total Current Liabilities | 3,636,358 | 302,528 | ||
Warrant liability | 13,341,000 | |||
Deferred underwriting fee payable | ||||
Total Liabilities | 16,977,358 | 302,528 | ||
Commitments and Contingencies | ||||
Class A common stock subject to possible redemption 20,700,000 and no shares at redemption value as of September 30, 2021 and December 31, 2020, respectively | 207,000,000 | |||
Stockholders' Equity | ||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | 0 | 0 | ||
Class A common stock, $0.0001 par value; 100,000,000 shares authorized | 0 | 0 | ||
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,175,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020 | 518 | 518 | [1] | |
Additional paid-in capital | 0 | 24,482 | ||
Retained earnings (accumulated deficit) | (16,112,484) | (2,528) | ||
Total Stockholders' Equity | (16,111,966) | 22,472 | ||
TOTAL LIABILITIES REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT | $ 207,865,392 | 325,000 | ||
Previously Reported [Member] | Environmental Impact Acquisition Corp [Member] | ||||
CURRENT ASSETS | ||||
TOTAL ASSETS | 337,875 | |||
CURRENT LIABILITIES | ||||
Total Current Liabilities | 315,403 | |||
Stockholders' Equity | ||||
TOTAL LIABILITIES REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT | $ 337,875 | |||
[1] | Included up to 675,000 shares of Class B common stock that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised. In December 2020, the Company cancelled an aggregate of 3,306,250 shares of Class B common stock and issued an aggregate of 431,250 shares of Class B common stock to its independent director nominees, resulting in an aggregate of 4,312,500 shares of Class B common stock outstanding. In January 2021, the Company effected a stock dividend of 1.2 shares for each share of common stock outstanding, resulting in the Company’s Initial Stockholders holding an aggregate of 5,175,000 Founder Shares. All share and per-share amounts have been retroactively restated to reflect the stock dividend (see Note 5). |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 191,500,000 | 191,500,000 |
Common stock, shares issued | 3,534,570 | 3,290,101 |
Common stock, shares outstanding | 3,472,730 | 3,252,636 |
Temporary equity par or stated value per share | $ 0.001 | |
Temporary equity shares authorized | 145,948,944 | |
Temporary equity shares outstanding | 134,952,637 | |
Temporary equity Liquidation preference | $ 254,572 | |
Environmental Impact Acquisition Corp [Member] | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common Stock | Environmental Impact Acquisition Corp [Member] | ||
Common stock subject to possible redemption | 20,700,000 | 0 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 20,700,000 | 0 |
Common stock, shares outstanding | 20,700,000 | 0 |
Class B Common Stock | Environmental Impact Acquisition Corp [Member] | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 5,175,000 | 5,175,000 |
Common stock, shares outstanding | 5,175,000 | 5,175,000 |
Series A One Redeemable Convertible Preferred Stock [Member] | ||
Temporary equity par or stated value per share | $ 0.001 | $ 0.001 |
Temporary equity shares authorized | 2,865,698 | 2,865,698 |
Temporary equity shares issued | 2,807,571 | 2,807,571 |
Temporary equity shares outstanding | 2,807,571 | 2,807,571 |
Temporary equity Liquidation preference | $ 6,247 | $ 6,079 |
Series A Two Redeemable Convertible Preferred Stock [Member] | ||
Temporary equity par or stated value per share | $ 0.001 | $ 0.001 |
Temporary equity shares authorized | 7,018,203 | 7,018,203 |
Temporary equity shares issued | 6,993,693 | 6,993,693 |
Temporary equity shares outstanding | 6,993,693 | 6,993,693 |
Temporary equity Liquidation preference | $ 18,913 | $ 18,224 |
Series A Three Redeemable Convertible Preferred Stock [Member] | ||
Temporary equity par or stated value per share | $ 0.001 | $ 0.001 |
Temporary equity shares authorized | 8,647,679 | 8,647,679 |
Temporary equity shares issued | 8,629,505 | 8,629,505 |
Temporary equity shares outstanding | 8,629,505 | 8,629,505 |
Temporary equity Liquidation preference | $ 30,149 | $ 28,952 |
Series B Redeemable Convertible Preferred Stock [Member] | ||
Temporary equity par or stated value per share | $ 0.001 | $ 0.001 |
Temporary equity shares authorized | 21,245,353 | 21,245,353 |
Temporary equity shares issued | 21,245,353 | 21,245,353 |
Temporary equity shares outstanding | 21,245,353 | 21,245,353 |
Temporary equity Liquidation preference | $ 23,656 | $ 22,567 |
Series C Redeemable Convertible Preferred Stock [Member] | ||
Temporary equity par or stated value per share | $ 0.001 | $ 0.001 |
Temporary equity shares authorized | 35,152,184 | 35,152,184 |
Temporary equity shares issued | 35,092,183 | 35,092,183 |
Temporary equity shares outstanding | 35,092,183 | 35,092,183 |
Temporary equity Liquidation preference | $ 68,379 | $ 65,014 |
Series D Redeemable Convertible Preferred Stock [Member] | ||
Temporary equity par or stated value per share | $ 0.001 | $ 0.001 |
Temporary equity shares authorized | 71,019,827 | 71,019,827 |
Temporary equity shares issued | 60,184,332 | 60,184,332 |
Temporary equity shares outstanding | 60,184,332 | 60,184,332 |
Temporary equity Liquidation preference | $ 120,261 | $ 113,736 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Collaboration Revenue | $ 0 | $ 962,000 | $ 962,000 | $ 3,001,000 | ||||
Grant Revenue | 1,180,000 | 513,000 | 785,000 | 0 | ||||
Total revenue | 1,180,000 | 1,475,000 | 1,747,000 | 3,001,000 | ||||
OPERATING EXPENSES: | ||||||||
Research and development | 62,081,000 | 28,901,000 | 42,866,000 | 23,489,000 | ||||
General and administrative expenses | 13,943,000 | 7,699,000 | 11,165,000 | 8,714,000 | ||||
Total operating expenses | 76,024,000 | 36,600,000 | 54,031,000 | 32,203,000 | ||||
Loss from operations | (74,844,000) | (35,125,000) | (52,284,000) | (29,202,000) | ||||
Other income (expense): | ||||||||
Interest income | 20,000 | 74,000 | 83,000 | 865,000 | ||||
Interest expense | (1,471,000) | (704,000) | (1,028,000) | (317,000) | ||||
Change in fair value of warrant liabilities | (1,343,000) | (8,000) | (22,000) | 5,000 | ||||
Other income, net | (2,794,000) | (638,000) | (967,000) | 553,000 | ||||
Net loss | (77,638,000) | (35,763,000) | (53,251,000) | (28,649,000) | ||||
Preferred Stock Dividends | (13,033,000) | (9,101,000) | (13,445,000) | (8,505,000) | ||||
Net loss attributable to common stockholders — basic and diluted (Note 15) | $ (90,671,000) | $ (44,864,000) | $ (66,696,000) | $ (37,154,000) | ||||
Weighted average shares outstanding, basic and diluted | 3,324,547 | 3,201,202 | 3,211,968 | 3,437,367 | ||||
Basic and diluted net loss per common share | $ (27.27) | $ (14.01) | $ (20.76) | $ (10.81) | ||||
Environmental Impact Acquisition Corp [Member] | ||||||||
OPERATING EXPENSES: | ||||||||
General and administrative expenses | $ 2,556,742 | $ 878 | $ 4,084,445 | |||||
Loss from operations | (2,556,742) | (878) | (4,084,445) | |||||
Formation and operating costs | $ 2,528 | |||||||
Other income (expense): | ||||||||
Interest earned on marketable securities held in Trust Account | 3,180 | 8,746 | ||||||
Loss in initial issuance of Private Placement Warrants | (1,272,500) | |||||||
Change in fair value of warrant liabilities | 1,027,000 | 1,840,000 | ||||||
Other income, net | 1,030,180 | 576,246 | ||||||
Net loss | $ (1,526,562) | $ (878) | $ (2,528) | $ (3,508,199) | ||||
Weighted average shares outstanding, basic and diluted | [1] | 4,500,000 | ||||||
Basic and diluted net loss per common share | $ 0 | |||||||
Common Class A [Member] | Environmental Impact Acquisition Corp [Member] | ||||||||
Other income (expense): | ||||||||
Weighted average shares outstanding, basic and diluted | 20,700,000 | 19,335,165 | ||||||
Basic and diluted net loss per common share | $ (0.06) | $ (0.14) | ||||||
Common Class B [Member] | Environmental Impact Acquisition Corp [Member] | ||||||||
Other income (expense): | ||||||||
Weighted average shares outstanding, basic and diluted | 5,175,000 | 4,500,000 | 5,130,495 | |||||
Basic and diluted net loss per common share | $ (0.06) | $ 0 | $ (0.14) | |||||
[1] | Excluded up to 675,000 shares of Class B common stock that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised. In December 2020, the Company cancelled an aggregate of 3,306,250 shares of Class B common stock and issued an aggregate of 431,250 shares of Class B common stock to its independent director nominees, resulting in an aggregate of 4,312,500 shares of Class B common stock outstanding. In January 2021, the Company effected a stock dividend of 1.2 shares for each share of common stock outstanding, resulting in the Company’s Initial Stockholders holding an aggregate of 5,175,000 Founder Shares. All share and per-share amounts have been retroactively restated to reflect the stock dividend (see Note 5). |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' (Deficit) Equity - USD ($) | Total | Environmental Impact Acquisition Corp [Member] | Common Stock | Treasury Stock [Member] | Additional Paid-in Capital | Additional Paid-in CapitalEnvironmental Impact Acquisition Corp [Member] | Accumulated Deficit | Accumulated DeficitEnvironmental Impact Acquisition Corp [Member] | Class A Common StockCommon StockEnvironmental Impact Acquisition Corp [Member] | Class B Common StockCommon StockEnvironmental Impact Acquisition Corp [Member] | Series A One Redeemable Convertible Preferred Stock [Member] | Series A One Redeemable Convertible Preferred Stock [Member]Preferred Stock [Member] | Series B Redeemable Convertible Preferred Stock [Member] | Series B Redeemable Convertible Preferred Stock [Member]Preferred Stock [Member] | Series C Redeemable Convertible Preferred Stock [Member] | Series C Redeemable Convertible Preferred Stock [Member]Preferred Stock [Member] | Series D Redeemable Convertible Preferred Stock [Member] | Series D Redeemable Convertible Preferred Stock [Member]Preferred Stock [Member] | Redeemable Convertible Preferred Stock [Member]Preferred Stock [Member] | |
Balance at Dec. 31, 2018 | $ (58,551,000) | $ 3,000 | $ (128,000) | $ 933,000 | $ (59,359,000) | |||||||||||||||
Balance (in Shares) at Dec. 31, 2018 | 3,498,898 | 1,200,000 | ||||||||||||||||||
Balance at Dec. 31, 2018 | $ 35,766,000 | $ 18,671,000 | $ 41,673,000 | |||||||||||||||||
Balance (in Shares) at Dec. 31, 2018 | 18,430,769 | 21,245,353 | 26,182,114 | |||||||||||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs of $30 | $ 14,145,000 | |||||||||||||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs of $30 (in Shares) | 8,889,375 | |||||||||||||||||||
Vesting of restricted stock (in Shares) | 12,850 | |||||||||||||||||||
Retirement of 1,200,000 shares of common stock held in treasury | $ (1,000) | $ 128,000 | (127,000) | |||||||||||||||||
Retirement of 1,200,000 shares of common stock held in treasury (in Shares) | 1,200,000 | (1,200,000) | (1,200,000) | |||||||||||||||||
Stock-based compensation | $ 33,000 | |||||||||||||||||||
Stock-based compensation (in Shares) | 20,694 | |||||||||||||||||||
Stock-based compensation | $ 397,000 | 397,000 | ||||||||||||||||||
Stock-based compensation (in Shares) | 260,257 | |||||||||||||||||||
Stocks issued for prior periods board fees | 173,000 | $ 1,000 | 172,000 | |||||||||||||||||
Stocks issued for prior periods board fees (in Shares) | 520,243 | |||||||||||||||||||
Exercise of common stock options | 6,000 | 6,000 | ||||||||||||||||||
Exercise of common stock options (in Shares) | 29,266 | |||||||||||||||||||
Net income (loss) | (28,649,000) | (28,649,000) | ||||||||||||||||||
Balance at Dec. 31, 2019 | (86,624,000) | $ 3,000 | 1,381,000 | (88,008,000) | ||||||||||||||||
Balance (in Shares) at Dec. 31, 2019 | 3,121,514 | |||||||||||||||||||
Balance at Dec. 31, 2019 | $ 110,288,000 | $ 4,411,000 | $ 35,766,000 | $ 18,671,000 | $ 18,671,000 | $ 55,851,000 | $ 55,851,000 | $ 110,288,000 | ||||||||||||
Balance (in Shares) at Dec. 31, 2019 | 74,768,305 | 2,807,571 | 18,430,769 | 21,245,353 | 21,245,353 | 35,092,183 | 35,092,183 | 0 | 74,768,305 | |||||||||||
Issuance of series D redeemable convertible preferred stock, net of issuance costs of $543 | $ 357,000 | 357,000 | ||||||||||||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs of $30 | $ 108,499,000 | |||||||||||||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs of $30 (in Shares) | 60,184,332 | |||||||||||||||||||
Vesting of restricted stock (in Shares) | 23,814 | |||||||||||||||||||
Stock-based compensation | 442,000 | 442,000 | ||||||||||||||||||
Exercise of common stock options | 34,000 | 34,000 | ||||||||||||||||||
Exercise of common stock options (in Shares) | 92,004 | |||||||||||||||||||
Net income (loss) | (35,763,000) | (35,763,000) | ||||||||||||||||||
Balance at Sep. 30, 2020 | (121,554,000) | $ 24,122 | $ 3,000 | 2,214,000 | $ 24,482 | (123,771,000) | $ (878) | $ 0 | $ 518 | |||||||||||
Balance (in Shares) at Sep. 30, 2020 | 3,237,332 | 0 | 5,175,000 | |||||||||||||||||
Balance at Sep. 30, 2020 | $ 218,787,000 | |||||||||||||||||||
Balance (in Shares) at Sep. 30, 2020 | 134,952,637 | |||||||||||||||||||
Balance at Dec. 31, 2019 | (86,624,000) | $ 3,000 | 1,381,000 | (88,008,000) | ||||||||||||||||
Balance (in Shares) at Dec. 31, 2019 | 3,121,514 | |||||||||||||||||||
Balance at Dec. 31, 2019 | $ 110,288,000 | $ 4,411,000 | $ 35,766,000 | $ 18,671,000 | $ 18,671,000 | $ 55,851,000 | $ 55,851,000 | $ 110,288,000 | ||||||||||||
Balance (in Shares) at Dec. 31, 2019 | 74,768,305 | 2,807,571 | 18,430,769 | 21,245,353 | 21,245,353 | 35,092,183 | 35,092,183 | 0 | 74,768,305 | |||||||||||
Issuance of series D redeemable convertible preferred stock, net of issuance costs of $543 | $ 357,000 | 357,000 | ||||||||||||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs of $30 | $ 108,499,000 | |||||||||||||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs of $30 (in Shares) | 60,184,332 | |||||||||||||||||||
Vesting of restricted stock (in Shares) | 31,086 | |||||||||||||||||||
Retirement of 1,200,000 shares of common stock held in treasury (in Shares) | 0 | |||||||||||||||||||
Stock-based compensation | $ 659,000 | 659,000 | ||||||||||||||||||
Exercise of common stock options | 37,000 | 37,000 | ||||||||||||||||||
Exercise of common stock options (in Shares) | 100,036 | |||||||||||||||||||
Net income (loss) | (53,251,000) | (53,251,000) | ||||||||||||||||||
Balance at Dec. 31, 2020 | (138,822,000) | 22,472 | $ 3,000 | 2,434,000 | 24,482 | (141,259,000) | (2,528) | $ 518 | ||||||||||||
Balance (in Shares) at Dec. 31, 2020 | 3,252,636 | 5,175,000 | ||||||||||||||||||
Balance at Dec. 31, 2020 | $ 218,787,000 | $ 4,411,000 | $ 35,766,000 | $ 18,671,000 | $ 18,671,000 | $ 55,851,000 | $ 55,851,000 | $ 108,499,000 | $ 108,499,000 | $ 218,787,000 | ||||||||||
Balance (in Shares) at Dec. 31, 2020 | 134,952,637 | 2,807,571 | 18,430,769 | 21,245,353 | 21,245,353 | 35,092,183 | 35,092,183 | 60,184,332 | 60,184,332 | 134,952,637 | ||||||||||
Balance at Jul. 01, 2020 | 0 | 0 | 0 | $ 0 | $ 0 | |||||||||||||||
Balance (in Shares) at Jul. 01, 2020 | 0 | 0 | ||||||||||||||||||
Issuance of Class B common stock to Initial Sponsor | 25,000 | 24,482 | $ 518 | |||||||||||||||||
Issuance of Class B common stock to Initial Sponsor (in Shares) | 5,175,000 | |||||||||||||||||||
Net income (loss) | $ (878) | |||||||||||||||||||
Balance at Sep. 30, 2020 | (121,554,000) | 24,122 | $ 3,000 | 2,214,000 | 24,482 | (123,771,000) | (878) | $ 0 | $ 518 | |||||||||||
Balance (in Shares) at Sep. 30, 2020 | 3,237,332 | 0 | 5,175,000 | |||||||||||||||||
Balance at Sep. 30, 2020 | $ 218,787,000 | |||||||||||||||||||
Balance (in Shares) at Sep. 30, 2020 | 134,952,637 | |||||||||||||||||||
Balance at Jul. 01, 2020 | 0 | 0 | 0 | $ 0 | $ 0 | |||||||||||||||
Balance (in Shares) at Jul. 01, 2020 | 0 | 0 | ||||||||||||||||||
Issuance of Class B common stock to Initial Sponsor | [1] | 25,000 | 24,482 | $ 518 | ||||||||||||||||
Issuance of Class B common stock to Initial Sponsor (in Shares) | [1] | 5,175,000 | ||||||||||||||||||
Net income (loss) | (2,528) | (2,528) | ||||||||||||||||||
Balance at Dec. 31, 2020 | (138,822,000) | 22,472 | $ 3,000 | 2,434,000 | 24,482 | (141,259,000) | (2,528) | $ 518 | ||||||||||||
Balance (in Shares) at Dec. 31, 2020 | 3,252,636 | 5,175,000 | ||||||||||||||||||
Balance at Dec. 31, 2020 | $ 218,787,000 | $ 4,411,000 | $ 35,766,000 | $ 18,671,000 | $ 18,671,000 | $ 55,851,000 | $ 55,851,000 | $ 108,499,000 | $ 108,499,000 | $ 218,787,000 | ||||||||||
Balance (in Shares) at Dec. 31, 2020 | 134,952,637 | 2,807,571 | 18,430,769 | 21,245,353 | 21,245,353 | 35,092,183 | 35,092,183 | 60,184,332 | 60,184,332 | 134,952,637 | ||||||||||
Warrants issued in connection with Debt | $ 231,000 | 231,000 | ||||||||||||||||||
Accretion of Class A common stock subject to possible redemption | (12,626,239) | (24,482) | (12,601,757) | |||||||||||||||||
Net income (loss) | 1,042,799 | 1,042,799 | ||||||||||||||||||
Balance at Mar. 31, 2021 | (11,560,968) | 0 | (11,561,486) | $ 518 | ||||||||||||||||
Balance (in Shares) at Mar. 31, 2021 | 5,175,000 | |||||||||||||||||||
Balance at Dec. 31, 2020 | (138,822,000) | 22,472 | $ 3,000 | 2,434,000 | 24,482 | (141,259,000) | (2,528) | $ 518 | ||||||||||||
Balance (in Shares) at Dec. 31, 2020 | 3,252,636 | 5,175,000 | ||||||||||||||||||
Balance at Dec. 31, 2020 | $ 218,787,000 | $ 4,411,000 | $ 35,766,000 | $ 18,671,000 | $ 18,671,000 | $ 55,851,000 | $ 55,851,000 | $ 108,499,000 | $ 108,499,000 | $ 218,787,000 | ||||||||||
Balance (in Shares) at Dec. 31, 2020 | 134,952,637 | 2,807,571 | 18,430,769 | 21,245,353 | 21,245,353 | 35,092,183 | 35,092,183 | 60,184,332 | 60,184,332 | 134,952,637 | ||||||||||
Vesting of restricted stock (in Shares) | 39,876 | |||||||||||||||||||
Stock-based compensation | $ 1,292,000 | 1,292,000 | ||||||||||||||||||
Exercise of common stock options | 105,000 | 105,000 | ||||||||||||||||||
Exercise of common stock options (in Shares) | 180,218 | |||||||||||||||||||
Net income (loss) | (77,638,000) | (77,638,000) | ||||||||||||||||||
Balance at Sep. 30, 2021 | (214,832,000) | (16,111,966) | $ 3,000 | 4,062,000 | 0 | (218,897,000) | (16,112,484) | $ 518 | ||||||||||||
Balance (in Shares) at Sep. 30, 2021 | 3,472,730 | 5,175,000 | ||||||||||||||||||
Balance at Sep. 30, 2021 | 218,787,000 | $ 18,671,000 | $ 55,851,000 | $ 108,499,000 | $ 218,787,000 | |||||||||||||||
Balance (in Shares) at Sep. 30, 2021 | 2,807,571 | 21,245,353 | 35,092,183 | 60,184,332 | 134,952,637 | |||||||||||||||
Balance at Mar. 31, 2021 | (11,560,968) | 0 | (11,561,486) | $ 518 | ||||||||||||||||
Balance (in Shares) at Mar. 31, 2021 | 5,175,000 | |||||||||||||||||||
Net income (loss) | (3,024,436) | (3,024,436) | ||||||||||||||||||
Balance at Jun. 30, 2021 | (14,585,404) | 0 | (14,585,922) | $ 518 | ||||||||||||||||
Balance (in Shares) at Jun. 30, 2021 | 5,175,000 | |||||||||||||||||||
Net income (loss) | (1,526,562) | (1,526,562) | ||||||||||||||||||
Balance at Sep. 30, 2021 | (214,832,000) | $ (16,111,966) | $ 3,000 | $ 4,062,000 | $ 0 | $ (218,897,000) | $ (16,112,484) | $ 518 | ||||||||||||
Balance (in Shares) at Sep. 30, 2021 | 3,472,730 | 5,175,000 | ||||||||||||||||||
Balance at Sep. 30, 2021 | $ 218,787,000 | $ 18,671,000 | $ 55,851,000 | $ 108,499,000 | $ 218,787,000 | |||||||||||||||
Balance (in Shares) at Sep. 30, 2021 | 2,807,571 | 21,245,353 | 35,092,183 | 60,184,332 | 134,952,637 | |||||||||||||||
[1] | Included up to 675,000 shares of Class B common stock that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised. In December 2020, the Company cancelled an aggregate of 3,306,250 shares of Class B common stock and issued an aggregate of 431,250 shares of Class B common stock to its independent director nominees, resulting in an aggregate of 4,312,500 shares of common stock outstanding. In January 2021, the Company effected a stock dividend of 1.2 shares for each share of common stock outstanding, resulting in the Company’s Initial Stockholders holding an aggregate of 5,175,000 Founder Shares. All share and per-share amounts have been retroactively restated to reflect the stock dividend (see Note 5). |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' (Deficit) Equity (Parentheticals) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement shares of common stock held in treasury | 0 | 1,200,000 | |
Temporary equity par or stated value per share | $ 0.001 | ||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Treasury stock par or stated value per share | 0.001 | $ 0.001 | |
Treasury Stock, Common [Member] | |||
Retirement shares of common stock held in treasury | 1,200,000 | ||
Series A One Redeemable Convertible Preferred Stock [Member] | |||
Temporary equity par or stated value per share | 0.001 | $ 0.001 | |
Series B Redeemable Convertible Preferred Stock [Member] | |||
Temporary equity par or stated value per share | 0.001 | $ 0.001 | |
Series C Redeemable Convertible Preferred Stock [Member] | |||
Redeemable convertible preferred issuance costs | $ 30 | ||
Temporary equity par or stated value per share | $ 0.001 | $ 0.001 | |
Series D Redeemable Convertible Preferred Stock [Member] | |||
Redeemable convertible preferred issuance costs | $ 543 | $ 543 | |
Temporary equity par or stated value per share | $ 0.001 | $ 0.001 | |
Temporary equity issue price per share | $ 1.8118 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
CASHFLOWS FROM OPERATING ACTIVITIES: | ||||||
Net loss | $ (77,638,000) | $ (35,763,000) | $ (53,251,000) | $ (28,649,000) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Depreciation and amortization expense | 3,675,000 | 1,136,000 | 1,754,000 | 688,000 | ||
Gain on disposal of property and equipment | (5,000) | 0 | (15,000) | 0 | ||
Stock-based compensation expense | 1,292,000 | 442,000 | 659,000 | 430,000 | ||
Noncash interest expense | 738,000 | 291,000 | 588,000 | 30,000 | ||
Change in fair value of warrant liabilities | 1,343,000 | 8,000 | 22,000 | (5,000) | ||
Changes in operating assets and liabilities: | ||||||
Prepaid expenses and other assets | (919,000) | (1,020,000) | (1,489,000) | (359,000) | ||
Other non-current assets | 0 | (168,000) | ||||
Accounts payable | 1,276,000 | 1,188,000 | 1,172,000 | 506,000 | ||
Accrued expenses and other liabilities | 3,349,000 | 1,330,000 | 1,904,000 | 1,666,000 | ||
Accrued interest | (83,000) | 0 | ||||
Deferred rent | (68,000) | 482,000 | 477,000 | 225,000 | ||
Deferred revenue | (284,000) | 1,935,000 | 1,663,000 | 0 | ||
Net cash used in operating activities | (67,241,000) | (29,971,000) | (46,599,000) | (25,636,000) | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||
Purchases of property and equipment | (11,362,000) | (7,502,000) | (10,047,000) | (1,896,000) | ||
Net cash used in investing activities | (11,362,000) | (7,502,000) | (10,047,000) | (1,896,000) | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||
Proceeds from stock option exercises | 105,000 | 34,000 | 37,000 | 6,000 | ||
Proceeds from Convertible debt | 16,775,000 | 16,775,000 | 0 | |||
Payment of issuance costs | (392,000) | (134,000) | (134,000) | 0 | ||
Proceeds from tenant improvement allowance | 0 | 1,250,000 | 1,250,000 | 0 | ||
Principal payments on tenant improvement allowance and note payable | (304,000) | (667,000) | ||||
Principal payments on capital lease obligations | (632,000) | (168,000) | ||||
Proceeds from secured debt, net of issuance costs and security deposits | 10,360,000 | 0 | ||||
Proceeds from secured term loan, net of issuance costs | 9,961,000 | 0 | ||||
Principal payments on debt and capital lease obligation | (1,558,000) | (742,000) | ||||
Payment of deferred offering costs | (492,000) | 0 | ||||
Net cash provided by financing activities | 18,376,000 | 126,039,000 | 125,848,000 | 13,316,000 | ||
Net Change in Cash | (60,227,000) | 88,566,000 | 69,202,000 | (14,216,000) | ||
Cash — Beginning of period | 95,068,000 | 25,916,000 | 25,916,000 | |||
Cash — End of period | $ 114,432,000 | $ 95,068,000 | 34,754,000 | 114,432,000 | 95,068,000 | 25,916,000 |
Cash, cash equivalents and restricted cash at beginning of year | 95,148,000 | 25,946,000 | 25,946,000 | 40,162,000 | ||
Cash, cash equivalents and restricted cash at end of year | 114,512,000 | 95,148,000 | 34,921,000 | 114,512,000 | 95,148,000 | 25,946,000 |
SUPPLEMENTAL DISCLOSURE OF CASH-FLOW INFORMATION: | ||||||
Cash paid for interest | 551,000 | 303,000 | 376,000 | 287,000 | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||
Property and equipment included in accrued expenses and accounts payable | 1,296,000 | 1,379,000 | 3,562,000 | 319,000 | ||
Property and equipment acquired under capital lease | 0 | 934,000 | 934,000 | 1,075,000 | ||
Settlement of prior year accrued expenses through issuance of common stock | 0 | 173,000 | ||||
Non Cash secured financing issuance costs | 370,000 | 357,000 | ||||
Deferred financing costs in accrued expenses and accounts payable | 2,097,000 | 0 | ||||
Debt issuance costs in accounts payable | 141,000 | 0 | ||||
Environmental Impact Acquisition Corp [Member] | ||||||
CASHFLOWS FROM OPERATING ACTIVITIES: | ||||||
Net loss | (878) | (2,528) | (3,508,199) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Loss on issuance of private warrants | 1,272,500 | |||||
Change in fair value of warrant liabilities | (1,840,000) | |||||
Transaction costs incurred in connection with warrants | 50,179 | |||||
Interest earned on marketable securities held in Trust Account | (8,746) | |||||
Changes in operating assets and liabilities: | ||||||
Prepaid expenses | (698,309) | |||||
Accrued expenses | 878 | 2,528 | 3,015,261 | |||
Net cash used in operating activities | 0 | (1,717,314) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||
Investment of cash in Trust Account | (207,000,000) | |||||
Net cash used in investing activities | (207,000,000) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||
Proceeds from sale of Units, net of underwriting discounts paid | 206,750,000 | |||||
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | 25,000 | ||||
Proceeds from sale of Private Placements Warrants | 2,000,000 | |||||
Proceeds from sale of Unit Purchase Option | 6,000 | |||||
Proceeds from promissory note — related party | 27,450 | 180,632 | 500,000 | |||
Repayment of promissory note — related party | (300,000) | |||||
Payment of issuance costs | (27,450) | (48,784) | (237,197) | |||
Net cash provided by financing activities | 25,000 | 156,848 | 208,718,803 | |||
Net Change in Cash | 25,000 | 156,848 | 1,489 | |||
Cash — Beginning of period | 0 | 0 | 156,848 | |||
Cash — End of period | 25,000 | 156,848 | 158,337 | 25,000 | 156,848 | |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||
Offering costs included in accrued offering costs | 38,243 | 118,569 | ||||
Initial classification of warrant liability | $ 15,181,000 | |||||
Deferred offering costs included in accrued offering costs | 12,875 | |||||
Deferred offering costs paid through promissory note — related party | $ 81,125 | $ 119,368 | ||||
Series C Redeemable Convertible Preferred Stock [Member] | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||
Payment of issuance costs | (30,000) | |||||
Proceeds from issuance of Series preferred stock | 0 | 14,175,000 | ||||
Series D Redeemable Convertible Preferred Stock [Member] | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||
Payment of issuance costs | (186,000) | (186,000) | 0 | |||
Proceeds from issuance of Series preferred stock | $ 109,042,000 | 109,042,000 | 0 | |||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||
Non Cash Series D issuance costs | $ 357,000 | $ 0 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Reconciliation of cash, cash equivalents and restricted cash: | |||||
Cash and cash equivalents | $ 34,754 | $ 95,068 | $ 114,432 | $ 25,916 | |
Restricted cash | 167 | 80 | 80 | 30 | |
Total cash, cash equivalents and restricted cash | $ 34,921 | $ 95,148 | $ 114,512 | $ 25,946 | $ 40,162 |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 1. NATURE OF BUSINESS AND BASIS OF PRESENTATION Organization GreenLight Biosciences, Inc. (“GreenLight”) was incorporated in Delaware in 2008. GreenLight, together with its wholly owned subsidiaries, GreenLight Pandemic Response, Inc. (“GLPRI”), and GreenLight Security Corporation (“GLSC”), is referred to on a consolidated basis as the “Company”. The Company has developed technology to create high-performing, natural ribonucleic acid (“RNA”) products to address global sustainability challenges and promote healthier plants, foods, and people. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). Unaudited Interim Financial Statements The unaudited condensed consolidated financial statements include the accounts of GreenLight Biosciences, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The information as of December 31, 2020, included in the unaudited condensed consolidated balance sheets was derived from the Company’s audited consolidated financial statements. The unaudited condensed consolidated financial statements included in this prospectus were prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments (all of which are considered of a normal recurring nature) considered necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods and dates presented. The results of operations for the nine months ended September 30, 2021, are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. These unaudited condensed consolidated financial statements and notes should be read in conjunction with the Company’s audited consolidated financial statements and related notes included elsewhere in this prospectus. Liquidity and Going Concern Since its inception, the Company has devoted substantially all of its resources to building its platform and advancing development of its portfolio of programs, establishing and protecting its intellectual property, conducting research and development activities, organizing and staffing the Company, business planning, raising capital and providing general and administrative support for these operations. The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, technical risks associated with the successful research, development and manufacturing of product candidates, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations and the ability to secure additional capital to fund operations. Current and future programs will require significant research and development efforts, including extensive field trials, preclinical and clinical trials and regulatory approvals prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel, and infrastructure. Even if the Company’s development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales. As presented in the financial statements, the Company has incurred substantial losses since inception and incurred net losses of $77,638 for the nine months ended September 30, 2021. As of September 30, 2021, the Company had an accumulated deficit of $218,897 and cash and cash equivalents of $34,754. Cash used in operating activities totaled $67,241 for the nine months ended September 30, 2021. The Company expects to generate operating losses and negative operating cash flows for the foreseeable future. As of December 6, 2021, the Company expects that its existing cash and cash equivalents of $34,754 as of September 30, 2021, will not be sufficient to fund its operations for twelve months from the date these financial statements are issued. The Company will not generate any revenue from product sales unless and until it successfully completes development and obtains regulatory approval for one or more of its product candidates. If the Company obtains regulatory approval for any of its product candidates, it expects to incur significant expenses related to developing its internal commercialization capability to support product sales, marketing and distribution. As a result, the Company will need substantial additional funding to support its operating activities as it advances its product candidates through development, seeks regulatory approval and prepares for and, if any of its product candidates are approved, proceeds to commercialization. Until such time as the Company can generate significant revenue from product sales, if ever, the Company expects to finance its operating activities through a combination of equity offerings, debt financings, and license and development agreements in connection with any future collaborations. Adequate funding may not be available to the Company on acceptable terms, or at all. If the Company is unable to obtain funding, the Company will be forced to delay, reduce or eliminate some or all of its research and development programs, product portfolio expansion or commercialization efforts, which could adversely affect its business prospects, or the Company may be unable to continue operations. Although management continues to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company to fund continuing operations, if at all. Based on its recurring losses from operations incurred since inception, expectation of continuing operating losses for the foreseeable future, and need to raise additional capital to finance its future operations, the Company has concluded that there is substantial doubt about its ability to continue as a going concern for twelve months from the issuance date of these financial statements. The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. | 1. NATURE OF BUSINESS AND BASIS OF PRESENTATION GreenLight Biosciences, Inc. (“GreenLight”) was incorporated in Delaware in 2008. GreenLight, together with its wholly owned subsidiaries, GreenLight Pandemic Response, Inc. (“GLPRI”), and GreenLight Security Corporation (“GLSC”), is referred to on a consolidated basis as the “Company”. The Company has developed technology to create high-performing, natural ribonucleic acid (“RNA”) products to address global sustainability challenges and promote healthier plants, foods, and people. The Company is located and headquartered in Medford, Massachusetts. The Company has additional lab and office space in Research Triangle Park, North Carolina, and a manufacturing facility in Rochester, New York. The Company’s revenues and expenses are derived from operations in the United States. Since its inception, the Company has devoted substantially all of its efforts to research and development activities, including the development of the Company’s cell-free RNA production process. The Company does not currently generate revenue from sales of any products. Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). Liquidity and going concern Since its inception, the Company has devoted substantially all of its resources to building its platform and advancing development of its portfolio of programs, establishing and protecting its intellectual property, conducting research and development activities, organizing and staffing the Company, business planning, raising capital and providing general and administrative support for these operations. The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, technical risks associated with the successful research, development and manufacturing of product candidates, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations and the ability to secure additional capital to fund operations. Current and future programs will require significant research and development efforts, including extensive field trials, preclinical and clinical trials and regulatory approvals prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel, and infrastructure. Even if the Company’s development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales. As presented in the financial statements, the Company has incurred substantial losses since inception and incurred net losses of $28,649 and $53,251 for the years ended December 31, 2019, and 2020, respectively. As of December 31, 2020, the Company had an accumulated deficit of $141,259 and cash and cash equivalents of $95,068. Cash used in operating activities totaled $25,636 and $46,599 for the years ended December 31, 2019, and 2020, respectively. The Company expects to generate operating losses and negative operating cash flows for the foreseeable future. As described in Note 19, Subsequent events, as of June 2021, the Company has borrowed $7,719 from Trinity Capital under the equipment financing arrangement and the remaining $3,531 was drawn on August 31, 2021. As of September 7, 2021, the issuance date of the annual consolidated financial statements for the years ended December 31, 2020 and 2019, the Company expects that its existing cash and cash equivalents of $52,340 as of June 30, 2021, will not be sufficient to fund its operations for twelve months from the date these financial statements are issued. The Company will not generate any revenue from product sales unless and until it successfully completes development and obtains regulatory approval for one or more of its product candidates. If the Company obtains regulatory approval for any of its product candidates, it expects to incur significant expenses related to developing its internal commercialization capability to support product sales, marketing and distribution. As a result, the Company will need substantial additional funding to support its operating activities as it advances its product candidates through development, seeks regulatory approval and prepares for and, if any of its product candidates are approved, proceeds to commercialization. Until such time as the Company can generate significant revenue from product sales, if ever, the Company expects to finance its operating activities through a combination of equity offerings, debt financings, and license and development agreements in connection with any future collaborations. Adequate funding may not be available to the Company on acceptable terms, or at all. If the Company is unable to obtain funding, the Company will be forced to delay, reduce or eliminate some or all of its research and development programs, product portfolio expansion or commercialization efforts, which could adversely affect its business prospects, or the Company may be unable to continue operations. Although management continues to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company to fund continuing operations, if at all. Based on its recurring losses from operations incurred since inception, expectation of continuing operating losses for the foreseeable future, and need to raise additional capital to finance its future operations, the Company has concluded that there is substantial doubt about its ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. | |
Environmental Impact Acquisition Corp [Member] | |||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Environmental Impact Acquisition Corp. (the “Company”) was incorporated in Delaware on July 2, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from July 2, 2020 (inception) through December 31, 2020, relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The registration statement for the Company’s Initial Public Offering was declared effective on January 13, 2021. On January 19, 2021 the Company consummated the Initial Public Offering of 20,700,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 2,700,000 Units, at $10.00 per Unit, generating gross proceeds of $207,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 2,000,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to CG Investments Inc. VI (the “Sponsor”) and HB Strategies LLC (“HB Strategies”), the anchor investor and an affiliate of Hudson Bay Capital Management LP, generating gross proceeds of $2,000,000, which is described in Note 4. Transaction costs amounted to $773,917, consisting of $250,000 in cash underwriting fees, inclusive of $150,000 paid for underwriters concession fees (see Note 6), and $523,917 of other offering costs. Following the closing of the Initial Public Offering on January 19, 2021, an amount of $207,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 following any related redemptions and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. In addition, HB Strategies has agreed to vote its Founder Shares in favor of approving a Business Combination. Each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination by July 19, 2022 (or by January 19, 2023 if the Company, by resolution of it board, extends the period of time by an additional six months) and (c) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial The Company will have until July 19, 2022 (or until January 19, 2023 if the Company, by resolution of its board, extends the period of time by an additional six months) to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent a n Liquidity and capital resources As of December 31, 2020, the Company had approximately $157,000 in cash and a working capital deficit of approximately $143,000. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to purchase the Founder Shares (as defined in Note 5), and loan proceeds from the Sponsor of $300,000 under the Note (as defined in Note 5). The Company repaid the Note in full on January 19, 2021. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. Based on the foregoing, management believes that the Company will have borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. The Company’s Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors intend, but are not obligated, to provide working capital loans as needed to meet liquidity needs. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Environmental Impact Acquisition Corp. (the “Company”) was incorporated in Delaware on July 2, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company has one wholly-owned subsidiary, Honey Bee Merger Sub, Inc., which was incorporated in the State of Delaware on August 6, 2021 (“ENVI Merger Sub”). As of September 30, 2021, the Company had not commenced any operations. All activity for the period from July 2, 2020 (inception) through September 30, 2021, relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, identifying a target company for a Business Combination and activities in connection with the proposed acquisition of GreenLight Biosciences, Inc., a Delaware corporation (“GreenLight”) (see Note 7). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating The registration statement for the Company’s Initial Public Offering was declared effective on January 13, 2021. On January 19, 2021 the Company consummated the Initial Public Offering of 20,700,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 2,700,000 Units, at $10.00 per Unit, generating gross proceeds of $207,000,000 which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 2,000,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to HB Strategies LLC (“HB Strategies”), the anchor investor and an affiliate of Hudson Bay Capital Management LP, generating gross proceeds of $2,000,000, which is described in Note 5. Transaction costs amounted to $773,917, consisting of $250,000 in cash underwriting fees, inclusive of $150,000 paid for underwriter’s concession fees (see Note 7), and $523,917 of other offering costs. Following the closing of the Initial Public Offering on January 19, 2021, an amount of $207,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 following any related redemptions and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. In addition, HB Strategies has agreed to vote its Founder Shares in favor of approving a Business Combination. Each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination by July 19, 2022 (or by January 19, 2023 if the Company, by resolution of it board, extends the period of time by an additional six months) and (c) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial The Company will have until July 19, 2022 (or until January 19, 2023 if the Company, by resolution of its board, extends the period of time by an additional six months) to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern As of September 30, 2021, the Company had approximately $158,000 in cash and a working capital deficit of approximately $2,780,000. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to purchase the Founder Shares (as defined in Note 6), and loan proceeds from the Sponsor of $300,000 and $500,000 under separate Promissory Notes (as defined in Note 6). The Company repaid the $300,000 Note in full on January 19, 2021. The $500,000 Note was initiated on August 9, 2021 and total borrowings as of September 30, 2021 were $500,000. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the private placement held outside of the Trust Account. The Company may raise additional capital through loans or additional investments from the Sponsor or its stockholders, officers, directors, or third parties. The Company’s officers and directors and the Sponsor may, but are not obligated to, loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a Business Combination. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 9 Months Ended |
Sep. 30, 2021 | |
Environmental Impact Acquisition Corp [Member] | |
Restatement of Previously Issued Financial Statements | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In connection with the preparation of the Company’s financial statements as of September 30, 2021, the Company originally concluded it should revise its financial statements to classify all Public Shares in temporary equity. However, upon further consideration the Company determined that the change was material and needed to be treated as a restatement. In accordance with ASC 480, paragraph 10-S99, In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the changes and has determined that the related impact was material to the previously issued (i) audited balance sheet as of January 19, 2021, included in exhibit 99.1 to the Company’s Form 8-K 8-K”) 10-Q 10-Q Form 8-K, Form 10-Q/A. There has been no change in the Company’s total assets, liabilities, or operating results. The impact of the restatement on the Company’s previously issued financial statement is reflected in the following tables: Balance Sheet as of January 19, 2021 (audited) As Previously Adjustment As Restated Class A common stock subject to possible redemption $ 188,080,750 $ 18,919,250 $ 207,000,000 Class A common stock $ 189 $ (189 ) $ — Additional paid-in $ 6,323,303 $ (6,323,303 ) $ — Accumulated deficit $ (51,506 ) $ (12,595,758 ) $ (12,647,264 ) Total Stockholders’ Equity (Deficit) $ 6,272,504 $ (18,919,250 ) $ (12,646,746 ) Balance Sheet as of March 31, 2021 (unaudited) Class A common stock subject to possible redemption $ 190,439,030 $ 16,560,970 $ 207,000,000 Class A common stock $ 166 $ (166 ) $ — Additional paid-in $ 3,959,047 $ (3,959,047 ) $ — Accumulated deficit $ 1,040,271 $ (12,601,757 ) $ (11,561,486 ) Total Stockholders’ Equity (Deficit) $ 5,000,002 $ (16,560,970 ) $ (11,560,968 ) Balance Sheet as of June 30, 2021 (unaudited) Class A common stock subject to possible redemption $ 187,414,590 $ 19,585,410 $ 207,000,000 Class A common stock $ 196 $ (196 ) $ — Additional paid-in $ 6,983,457 $ (6,983,457 ) $ — Accumulated deficit $ (1,984,165 ) $ (12,601,757 ) $ (14,585,922 ) Total Stockholders’ Equity (Deficit) $ 5,000,006 $ (19,585,410 ) $ (14,585,404 ) Statement of Cash Flows for the Three Months Ended As Previously Adjustment As Restated Initial classification of Class A ordinary shares subject to possible redemption $ 190,439,030 $ 16,560,970 $ 207,000,000 Change in value of Class A ordinary shares subject to possible redemption (12,816,720 ) 12,816,720 — Statement of Cash Flows for the Six Months Ended June 30, 2021 (unaudited) Initial classification of Class A ordinary shares subject to possible redemption $ 187,414,590 $ 19,585,410 $ 207,000,000 Change in value of Class A ordinary shares subject to possible redemption (3,024,440 ) 3,204,440 — Statement of Changes in Stockholders’ Equity (Deficit) As Previously Adjustment As Restated Sale of 20,700,000 Class A shares, net of underwriting discounts $ 194,373,761 $ (194,373,761 ) $ — Accretion for Class A common stock to redemption amount — (12,626,239 ) (12,626,239 ) Change in value of Class A common stock subject to redemption (190,439,030 ) 190,439,030 — Total stockholders’ equity (deficit) 5,000,002 (16,560,970 ) (11,560,968 ) Statement of Changes in Stockholders’ Equity (Deficit) June 30, 2021 Change in value of Class A common stock subject to redemption $ 3,024,440 $ (3,024,440 ) $ — Total stockholders’ equity (deficit) 5,000,006 (19,585,410 ) (14,585,404 ) In connection with the change in presentation for the Class A common stock subject to redemption, the Company also restated its income (loss) per share calculated to allocate net income (loss) evenly to Class A and Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income (loss) of the Company. The impact of this restatement on the Company’s financial statements is reflected in the following table: As Previously As Restated As Previously As Restated As As Restated Basic and diluted weighted average shares outstanding, Class A common stock 20,700,000 16,560,000 20,700,000 20,700,000 20,700,000 18,641,436 Basic and diluted net loss per share, Class A common stock $ — $ 0.05 $ — $ (0.12 ) $ — $ (0.08 ) Basic and diluted weighted average shares outstanding, Class B common stock 5,032,500 5,040,000 5,175,000 5,175,000 5,107,873 5,107,873 Basic and diluted net loss per share, Class B common stock $ 0.21 $ 0.05 $ (0.58 ) $ (0.12 ) $ (0.39 ) $ (0.08 ) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company’s significant accounting policies are disclosed in the Company’s audited consolidated financial statements for the year ended December 31, 2020, included elsewhere in this prospectus. Since the date of those financial statements, there have been no changes to its significant accounting policies except as noted below. Deferred Offering Costs As of September 30, 2021, the Company capitalized deferred offering costs of $2,590. Deferred offering costs include certain legal, accounting, consulting and other third-party fees incurred directly related to the anticipated business combination. The Company will keep deferred offering costs classified as a long-term asset until the closing or termination of the business combination. At the closing of the business combination, these costs will be recorded in stockholders’ deficit as a reduction of additional paid-in capital. Should the business combination to which those costs relate no longer be considered probable of being consummated, all deferred offering costs will be charged to operating expenses in the statement of operations at such time. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight- line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less may be accounted for in a manner similar to the guidance for operating leases that applies before the new standard takes effect. As the Company has elected to use the extended transition period for complying with new or revised accounting standards as available under the Jumpstart Our Business Startups Act (“JOBS Act”), the standard is effective for the Company beginning January 1, 2022, with early adoption permitted. The Company engaged an external third party to assist with the adoption of ASU 2016-02 and expects the guidance to have a material impact on its consolidated balance sheets due to the recording of right of use assets and lease liabilities for leases in which it is a lessee and which it currently treats as operating leases. The Company continues to evaluate the impact of the new guidance. | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The accompanying consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the operations of the Company and its wholly owned subsidiaries, GLPRI and GLSC. All intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses, and the disclosure of contingent assets and liabilities as of and during the reporting period. The Company bases its estimates and assumptions on historical experience when available and on various factors that it believes to be reasonable under the circumstances. This process may result in actual results differing materially from those estimated amounts used in the preparation of the financial statements if these results differ from historical experience, or other assumptions do not turn out to be substantially accurate, even if such assumptions are reasonable when made. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, revenue recognition, the accrual of research and development costs, acquisition of in-process research Operating Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is made available for evaluation by the chief operating decision maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The CODM is the Company’s Chief Executive Officer. The Company manages its operations as a single Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. The Company’s cash equivalents in the consolidated balance sheets at December 31, 2019, and 2020, were $25,916 and $95,068 respectively, which approximates fair value and were determined based upon Level 1 inputs. The money market account is valued using quoted market prices with no valuation adjustments applied and is categorized as Level 1. Restricted Cash The Company maintains a letter of credit in conjunction with one of the Company’s lease agreements. As of December 31, 2019, and 2020, the underlying cash balance securing this letter of credit of $30 and $80 respectively, was classified as a noncurrent asset in the consolidated balance sheets based on the terms of the lease agreement. Concentrations of Credit Risk The Company has no significant off-balance Fair Value Measurements ASC 820, Fair Value Measurements and Disclosures ASC 820 identifies fair value as the exchange price, or 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 a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes between the following: • Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. • Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for a similar asset or liability, either directly or indirectly. • Level 3 inputs are unobservable inputs that reflect the Company’s own assumptions about the inputs that market participants would use in pricing the asset or liability. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Property and Equipment Property and equipment are recorded at cost and depreciated over the estimated useful lives of the related assets using the straight-line method. Maintenance and repairs to an asset that do not improve or extend its life are expensed in the period incurred. Expenditures made to improve or extend the life of property and equipment are capitalized. Leasehold improvements are depreciated over the shorter of the useful life of the improvements or the remaining term of the associated lease. The estimated useful lives of property and equipment are as follows: ESTIMATED USEFUL LIFE Laboratory equipment 5 years Computer equipment and software 3 years Leasehold improvements Shorter of useful life or lease term Property and equipment subject to a capital lease are depreciated over useful life or the term of the lease. Construction in progress is stated at cost, which includes direct costs attributable to the setup or construction of the related asset. When assets are retired or otherwise disposed of, the assets and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is reflected in the Company’s statement of operations. Acquired In-process In 2020, the Company adopted ASU 2017-01, Business 2017-01, in-process The Company applied asset acquisition treatment in accounting for the acquisition of the intangible assets of Bayer Crop Science, LLP acquired during the year ended December 31, 2020. Impairment of Long-lived Assets The Company evaluates its long-lived assets, which consist primarily of property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Such events and circumstances include, but are not limited to, significant decreases in the market value of an asset, adverse changes in the extent or manner in which the asset is being used, or significant changes in business climate. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. During the years ended December 31, 2019, and 2020, no impairment indicators were identified. Redeemable Convertible Preferred Stock The Company classifies redeemable convertible Preferred Stock (“Preferred Stock”) as temporary equity in the accompanying consolidated balance sheets due to certain redemption events that are not within the Company’s control such as a liquidation, winding up, certain mergers, and the occurrence of a deemed liquidation event as defined in the Company’s certificate of incorporation. In the event of a deemed liquidation event, the proceeds from the event are distributed in accordance with liquidation preferences (Note 11). As of December 31, 2019, and 2020, none of the circumstances under which the Company’s Preferred Stock would become redeemable are probable, and, as a result, the Company does not accrete the carrying values of the Preferred Stock to the redemption values. Subsequent adjustments of the carrying values to the ultimate redemption values will be made only when it becomes probable that such a liquidation event will occur. Treasury Stock Treasury stock purchases are accounted for under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock. Upon retirement of treasury stock, the Company allocates any excess of stock repurchase price over par value between additional paid-in Preferred Stock Warrants The Company applies relevant accounting guidance for warrants to purchase the Company’s stock based on the nature of the relationship with the counterparty. For warrants issued to investors or lenders in exchange for cash or other financial assets, the Company follows guidance issued within ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging For warrants issued to nonemployees for goods or services, or to customers as non-cash Compensation – Stock Compensation Contract Revenue The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers • Identify the contract with a customer • Identify the performance obligations in the contract • Determine the transaction price • Allocate the transaction price to the performance obligations in the contract • Recognize revenue when or as performance obligations are satisfied As of December 31, 2019, and 2020, all contract revenue was generated from a collaboration agreement with Ingredion Incorporated (“Ingredion”) to develop a semicontinuous cell-free production process for the commercial production of certain molecules using biological synthesis tools and proprietary technology developed by GreenLight. The Ingredion Agreement is within the scope of ASC 606. Under ASC 606, an entity recognizes revenue when or as its customer obtains control of distinct promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. Our customer arrangements primarily consist of a license, rights to our intellectual property, and research and developments services. Performance obligations are promises in a contract to transfer a distinct good or service to the customer and are considered distinct when (i) the customer can benefit from the good or service on its own or together with other readily available resources and (ii) the promised good or service is separately identifiable from other promises in the contract. In assessing whether promised goods or services are distinct, we consider factors such as the stage of development of the underlying intellectual property, the capabilities of the customer to develop the intellectual property on its own, or whether the required expertise is readily available and whether the goods or services are integral or dependent to other goods or services in the contract. The Company estimates the transaction price based on the amount expected to be received for transferring the promised goods or services in the contract. The consideration may include fixed consideration or variable consideration. At the inception of each arrangement that includes variable consideration, the Company evaluates the amount of potential payments and the likelihood that the payments will be received. The Company utilizes either the most likely amount method or expected amount method to estimate the amount expected to be received based on which method best predicts the amount expected to be received. The amount of variable consideration, which is included in the transaction price, may be constrained and is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period when the variability is resolved. Under the collaboration agreement with Ingredion, the variability related to the variable consideration would be resolved when the Company has successfully achieved pilot scale production that satisfies specified volume, yield, and cost targets (“Milestone 2”). For revenue related to sales-based royalties received from licensees, including milestone payments based on the level of sales, where the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any consideration related to sales-based royalty revenue resulting from the Ingredion collaboration agreement. The Company allocates the transaction price based on the estimated stand-alone selling price of each of the performance obligations and develops assumptions that require judgment to determine the stand-alone selling price for each performance obligation identified in a contract with a customer. The Company utilizes key assumptions to determine the stand-alone selling price for service obligations, which may include other comparable transactions, pricing considered in negotiating the transaction, and the estimated costs. Any variable consideration is allocated specifically to one or more performance obligations in a contract when the terms of the variable consideration relate to the satisfaction of the performance obligation and the resulting amounts allocated are consistent with the amounts we would expect to receive for the satisfaction of each performance obligation. The consideration allocated to each performance obligation is recognized as revenue when control is transferred for the related goods or services. For performance obligations that consist of licenses and other promises, the Company applies judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. The Company has determined that the license and R&D services under the Ingredion agreement are a single combined performance obligation satisfied over time. The Company must select a single measure of progress that best depicts the Company’s measurement of progress. ASC 606-10-26-33 Grant Revenue In July 2020, we entered into a grant agreement with the Bill & Melinda Gates Foundation to advance research in in vivo gene therapy for sickle cell disease and to explore new, low-cost Deferred Revenue Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue in the Company’s consolidated balance sheets. If the related performance obligation is expected to be satisfied within the next twelve months, the related deferred revenue will be classified in current liabilities. Research and Development Costs Research and development expenses consist primarily of costs related to discovery and research and development of products, including personnel expenses, stock-based compensation expense, allocated facility-related and depreciation expenses, third-party license fees, and external costs of outside vendors engaged to conduct field trials and clinical development activities. The Company records accruals for estimated costs incurred of our field trials, preclinical studies, and manufacturing development. A portion of our field trials, preclinical studies, and manufacturing development activities are conducted by third-party service providers, including contract research organizations and contract manufacturing organizations. The financial terms of these contracts may result in payments that do not match the periods over which materials or services are provided. We accrue the costs incurred under the agreements based on an estimate of actual work completed in accordance with the agreements. In the event we make advance payments for goods or services that will be used or rendered for future research and development activities, the payments are deferred and capitalized as a prepaid expense and recognized as expense as the goods are received or the related services are rendered. Research and development costs that do not meet the requirements to be recognized as an asset as the associated future benefits are uncertain and there is are no alternative future use at the time the costs were incurred are expensed as incurred. Patent and Trademark Costs All patent and trademark related costs incurred in connection with filing and prosecuting patent and trademark applications are expensed as incurred due to uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses. Stock-Based Compensation Expense The Company accounts for all stock-based payment awards granted to employees and non-employees as No. 2018-07, non-employee No. 2018-07 non-employees The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The Company has historically been a private company and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. The Company uses the simplified method as prescribed by the Securities and Exchange Commission Staff Accounting Bulletin No. 107, Share-Based Payment non-employees, No. 2018-07, non-employees No. 2018-07, non-employees Income Taxes The Company is primarily subject to U.S. federal, Massachusetts, North Carolina and New York state income taxes. The Company accounts for income taxes using the asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities represent future tax consequences of temporary differences between the consolidated financial statement carrying amounts and the tax basis of assets and liabilities and for loss carryforwards using enacted tax rates expected to be in effect in the years in which the differences reverse. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company also recognizes a tax benefit from uncertain tax positions only if it is “more likely than not” that the position is sustainable based on its technical merits. We evaluate uncertain tax positions on a regular basis. The evaluations are based on several factors, including changes in facts and circumstances, and changes in tax law. Interest and penalties related to unrecognized tax benefits are included within the provision for income tax. To date, we have not been subject to any interest or penalties. Net Loss per Share Basic net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed using the weighted-average number of common shares outstanding during the period and, if dilutive, the weighted-average number of potential shares of common stock. Net loss per share attributable to common stockholders is calculated using the two-class method, which security. Net loss attributable to common stockholders and participating preferred shares are allocated to each share on an as-converted Diluted net loss per share is computed using the more dilutive of (a) the two-class if-converted Common stock equivalent shares are excluded from the computation of diluted net loss per share if their effect is antidilutive. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is generally the same as basic net loss per share attributable to common stockholders since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The Company reported a net loss attributable to common stockholders for the years ended December 31, 2019, and 2020. Comprehensive Loss Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner Recently Adopted Accounting Pronouncements Effective January 1, 2020, the Company early adopted ASU No. 2018-08, Not-for-Profit “ ASU No. 2018-08 ” ) No. 2018-08 not-for-profit No. 2018-08. ASU 2018-08 In February 2016, the FASB issued ASU No. 2016-02, Leases right-of-use | |
Environmental Impact Acquisition Corp [Member] | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. Deferred Offering Costs Deferred offering costs consisted of legal, accounting and other expenses incurred through the balance sheet date that were directly related to the Initial Public Offering. On January 19, 2021, offering costs amounting to $773,917 were charged to stockholders’ equity upon the completion of the Initial Public Offering (see Note 1). As of December 31, 2020, there were $181,027 of deferred offering costs recorded in the accompanying balance sheet. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred taxes were deemed to be de minimus as of December 31, 2020. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimus as of December 31, 2020. Net Loss Per Common Share Net loss per share of common stock is computed by dividing net loss by the weighted average number of common shares outstanding during the period, excluding shares of common stock subject to forfeiture. Weighted average common shares were reduced for the effect of an aggregate of 675,000 shares of Class B common stock that were subject to forfeiture by the Sponsor if the over-allotment option was not exercised by the underwriter (see Note 5). At December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per common share is the same as basic loss per common share for the period presented. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheet, primarily due to their short-term nature. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on January 13, 2021, as well as the Company’s Current Report on Form 8-K, Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed consolidated financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 30, 2020. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and is measured at redemption value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021 and December 31, 2020, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. Accordingly, at September 30, 2021 and December 31, 2021, Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. At September 30, 2021, the Class A common stock subject to possible redemption reflected in the condensed consolidated balance sheet are reconciled in the following table: Gross proceeds $ 207,000,000 Less: Proceeds allocated to Public Warrants (11,902,500 ) Class A common stock issuance costs (723,739 ) Plus: Accretion of carrying value to redemption value 12,626,239 Class A common stock subject to possible redemption $ 207,000,000 Warrant Liabilities The Company accounts for the Public Warrants (as defined in Note 4) and Private Placement Warrants (together, with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40-15-under re-measurement Model. The Public Warrants for periods where no observable traded price was available were valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2021 and December 31, 2020, the Company had deferred tax assets with a full valuation allowance recorded against them. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s currently taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative costs are generally considered start-up start-up Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company applies the two-class The calculation of diluted income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 13,100,000 shares of Class A common stock in the aggregate. As of September 30, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) loss per common share is the same as basic net income (loss) per common share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended Nine Months Ended For the Period Class A Class B Class A Class B Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted $ (1,221,250 ) $ (305,312 ) $ (2,765,190 ) $ (743,009 ) $ — $ (878 ) Denominator: Basic and diluted weighted average shares outstanding 20,700,000 5,175,000 19,335,165 5,130,495 — 4,500,000 Basic and diluted net loss per common share $ (0.06 ) $ (0.06 ) $ (0.14 ) $ (0.14 ) $ — $ (0.00 ) Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheets, primarily due to their short-term nature, except for the warrant liabilities (see Note 10). Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06 815-40) 2020-06”)”, 2020-06 2020-06 if-converted 2020-06 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Bayer Asset Acquisition
Bayer Asset Acquisition | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Asset Acquisition [Abstract] | ||
BAYER ASSET ACQUISITION | 3. BAYER ASSET ACQUISITION On December 10, 2020, the Company entered into an Assignment and License Agreement (“ALA”) with Bayer CropScience LLP (“Bayer”) to acquire certain assets related to Bayer’s bee health, insect control, and delivery intellectual property (the “Bayer Assets” or the “acquired IPR&D”). The Company acquired the Bayer Assets for cash consideration of $2,000. As of the acquisition date, the acquired assets did not meet the definition of a business and thus the acquired IPR&D was accounted for as an asset acquisition. The assets acquired had no alternative future use and had not reached a stage of technological feasibility and as such the amounts were recorded as research and development expense during the year ended December 31, 2020. Additionally, the Company has also agreed to make additional contingent cash payments up to an aggregate of $2,000 based on the achievement of certain development, regulatory and commercialization events as set forth in the ALA. As of December 31, 2020, and September 30, 2021, no contingent payments have been accrued or made as no | 3. BAYER ASSET ACQUISITION On December 10, 2020, the Company entered into an Assignment and License Agreement (“ALA”) with Bayer CropScience LLP (“Bayer”) to acquire certain assets related to Bayer’s Bee Health, Insect Control, and Deliver intellectual property (the “Bayer Assets”or the “acquired IPR&D”). The Company acquired the Bayer Assets for cash consideration of $2,000. The Company has applied the principles of ASC 805 in determining the proper accounting treatment for the acquisition. As of the acquisition date, the acquired set of assets does not meet the definition of a business and thus the IPR&D acquired will be accounted for as an asset acquisition. As of the acquisition date, the assets acquired had no alternative future use and had not reached a stage of technological feasibility. As a result, the amounts have been recorded as research and development expense in the accompanying condensed consolidated statements of operations. Additionally, the Company has also agreed to make additional contingent cash payments up to an aggregate of $2,000 based on the achievement of certain development, regulatory and commercialization events as set forth in the ALA. The ALA includes potential milestone payments that are dependent upon the development of products using the intellectual property licensed under the ALA and contingent upon the achievement of certain development or regulatory approval milestones, as well as commercial milestones. As of December 31, 2020, no milestones have been achieved and it is not probable that the Company will reach any milestones and hence did not recognize these potential obligations in the consolidated financial statements. As the acquired IPR&D was determined to have no alternative future use and the contingent payments were not determined to be a derivative, these payments will be recorded when the contingency is resolved, and the related consideration is issued or becomes issuable. As of December 31, 2020, no contingent payments have been accrued or paid. |
Initial Public Offering
Initial Public Offering | 6 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Environmental Impact Acquisition Corp | ||
INITIAL PUBLIC OFFERING | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 20,700,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 2,700,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock one-half | NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 20,700,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 2,700,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A one-half Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 9). |
Private Placement
Private Placement | 6 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Environmental Impact Acquisition Corp | ||
PRIVATE PLACEMENT | NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, HB Strategies and/or its affiliates purchased an aggregate of 2,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant ($2,000,000 in the aggregate) from the Company in a private placement. Each Private Placement Warrant will be exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment | NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, HB Strategies and/or its affiliates purchased an aggregate of 2,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant ($2,000,000 in the aggregate) from the Company in a private placement. Each Private Placement Warrant will be exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 9). A portion of the proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 6 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Environmental Impact Acquisition Corp | ||
RELATED PARTY TRANSACTIONS | NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares In August and September of 2020, the Company issued an aggregate of 7,187,500 shares of Class B common stock (the “Founder Shares”) to the Sponsor and HB Strategies (together, the “Initial Stockholders”) for an aggregate price of $25,000. In December 2020, the Sponsor and HB Strategies returned to the Company, at no cost, 862,500 and 2,443,750 Founder Shares, respectively, and the Company issued an aggregate of 431,250 Founder Shares to its independent director nominees, resulting in an aggregate of 4,312,500 Founder Shares issued and outstanding. On January 13, 2021, the Company effected a stock dividend of 1.2 shares for each share of common stock outstanding, resulting in the Initial Stockholders holding an aggregate of 5,175,000 Founder Shares. All share and per share amounts have been retroactively restated. The Founder Shares included an aggregate of up to 675,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the number of Founder Shares will equal, on an as-converted The Initial Stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) six months after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Promissory Note — Related Party On September 4, 2020, HB Strategies issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s management team or any of their respective affiliates or other third parties may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”), which will be repaid only upon the consummation of a Business Combination. If the Company does not consummate a Business Combination, the Company may use a portion of any funds held outside the Trust Account to repay the Working Capital Loans; however, no proceeds from the Trust Account may be used for such repayment. If such funds are insufficient to repay the Working Capital Loans, the unpaid amounts would be forgiven. Up to $1,500,000 of the Working Capital Loans may be converted into units at a price of $10.00 per unit at the option of the holder. The units would be identical to the Placement Units. As of December 31, 2020, there were no Working Capital Loans outstanding. Sponsor and Director Compensation At the closing of the Initial Public Offering, the Company issued 600,000 private placement-equivalent warrants to the Sponsor for services rendered in connection with the Initial Public Offering and 50,000 private placement-equivalent warrants to each of Gov. Patrick, Messrs. Brewster and Seavers, the Company’s independent director nominees, in connection with services to be rendered by the management team in connection with the Initial Public Offering and the Company’s Business Combination activities. Such warrants were identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. Underwriter The underwriter is an affiliate of the Sponsor (see note 6). | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares In August and September of 2020, the Company issued an aggregate of 7,187,500 shares of Class B common stock (the “Founder Shares”) to the Sponsor and HB Strategies (together, the “Initial Stockholders”) for an aggregate price of $25,000. In December 2020, the Sponsor and HB Strategies returned to the Company, at no cost, 862,500 and 2,443,750 Founder Shares, respectively, and the Company issued an aggregate of 431,250 Founder Shares to its independent director nominees, resulting in an aggregate of 4,312,500 Founder Shares issued and outstanding. On January 13, 2021, the Company effected a stock dividend of 1.2 shares for each share of common stock outstanding, resulting in the Initial Stockholders holding an aggregate of 5,175,000 Founder Shares. All share and per share amounts have been retroactively restated. The Founder Shares included an aggregate of up to 675,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the number of Founder Shares will equal, on an as-converted The Initial Stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) six months after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Promissory Note — Related Party On September 4, 2020, HB Strategies issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest consummation of the Initial Public Offering. As of December 31, 2020, there was $300,000 in borrowings outstanding under the Promissory Note, which was repaid at the closing of the Initial Public Offering on January 19, 2021. Borrowings under the Promissory Note are no longer available. On August 9, 2021, the Sponsor agreed to loan the Company an aggregate of up to $500,000 pursuant to a promissory note (the “Note”). The Note is non-interest Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s management team or any of their respective affiliates or other third parties may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”), which will be repaid only upon the consummation of a Business Combination. If the Company does not consummate a Business Combination, the Company may use a portion of any funds held outside the Trust Account to repay the Working Capital Loans; however, no proceeds from the Trust Account may be used for such repayment. If such funds are insufficient to repay the Working Capital Loans, the unpaid amounts would be forgiven. Up to $1,500,000 of the Working Capital Loans may be converted into warrants at a price of $1.00 per warrant at the option of the holder. The warrants would be identical to the Private Placement Warrants. As of September 30, 2021 and December 31, 2020, there were no Working Capital Loans outstanding. Sponsor and Director Insider Warrants At the closing of the Initial Public Offering, the Company issued 600,000 private placement-equivalent warrants to the Sponsor and 50,000 private placement-equivalent warrants to each of Gov. Patrick, Messrs. Brewster and Seavers, the Company’s independent director. Such warrants were issued for nominal amount and are identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. The Company recorded the fair value of these warrants of approximately $0.9 million on the date of issuance which is included in loss on initial issuance of Private Placement Warrants in the statements of operations for the three and nine months ended September 30, 2021. Underwriter The underwriter is an affiliate of the Sponsor (see Note 7). |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
COMMITMENTS AND CONTINGENCIES | 16. COMMITMENTS AND CONTINGENCIES Operating Leases The Company’s significant operating leases entered as of December 31, 2020, are disclosed in Note 17, Commitments and Contingencies – Operating Leases, of the notes to the audited consolidated financial statements for the year ended December 31, 2020, included elsewhere in this prospectus. Since the date of those financial statements, the Company has entered into new operating leases or has modified existing operating leases for the nine months ending September 30, 2021, as noted below. On November 15, 2020, the Company entered into an operating lease with its landlord for additional lab space in Woburn, Massachusetts. On January 11, 2021, the Company entered into an expansion of its Woburn lab space lease effective from March 1, 2021, that was amended on March 22, 2021, and further amended on April 14, 2021, for additional space effective from April 1, 2021, and June 1, 2021, respectively. The lease term has an end date of February 14, 2024. On February 22, 2021, the Company entered into a sublease agreement for additional lab space in Medford, Massachusetts. The initial term of the lease is 48 months, expiring on February 28, 2025, unless otherwise extended. On June 23, 2021, the Company entered into an operating lease agreement for additional office space in Medford, Massachusetts. The initial term of the lease is 44 months, expiring on February 28, 2025, unless otherwise extended. Total rent expense in the consolidated statements of operations for the operating leases was $1,463 and $3,224 for the nine months ended September 30, 2020, and 2021, respectively. Future minimum lease payments under noncancelable operating leases, excluding tenant improvement payables as of September 30, 2021, are as follows: FOR THE YEARS ENDED DECEMBER 31, 2021 (remaining 3 months) $ 1,899 2022 7,646 2023 6,418 2024 1,687 2025 565 Thereafter 402 Total minimum lease payments $ 18,617 Capital Leases The Company leases certain laboratory equipment under capital lease agreements with fixed payments due through December 2023. Future minimum payments under these capital lease arrangements as of September 30, 2021, are as follows: FOR THE YEARS ENDED DECEMBER 31, 2021 (remaining 3 months) $ 198 2022 779 2023 330 Thereafter — Total minimum lease payments $ 1,307 Less: amount representing interest 160 Present value of obligations under capital leases 1,147 Business Combination Agreement and Plan of Merger On August 9, 2021, the Company and Environmental Impact Acquisition Corp. (“ENVI”) signed a definitive business combination agreement, which if consummated will result in ENVI acquiring 100% of the Company’s issued and outstanding equity securities (the “Business Combination”). The proposed merger will be accounted for as a “reverse recapitalization” in accordance with U.S. GAAP. Under the reverse recapitalization model, the Business Combination will be treated as GreenLight Biosciences issuing equity for the net assets of ENVI, with no goodwill or intangible assets recorded. Under this method of accounting, ENVI will be treated as the “acquired” company for financial reporting purposes. This determination is primarily based on the fact that, following to the merger, the Company’s stockholders are expected to have a majority of the voting power of the combined company, the Company will comprise all of the ongoing operations of the combined company, Company representatives will comprise a majority of the governing body of the combined company, and the Company’s senior management will comprise all of the senior management of the combined company. As a result of the proposed merger, ENVI will be renamed GreenLight Biosciences, Inc. The boards of directors of both ENVI and GreenLight Biosciences have approved the proposed merger transaction. GreenLight Biosciences is expected to receive aggregate net proceeds of approximately $282.3 million, inclusive of the PIPE financing, upon the closing of the Business Combination, assuming no redemptions are made by stockholders of ENVI, and will operate under the current GreenLight Biosciences management team upon the closing of the Business Combination. In connection with the execution of the definitive agreement for the Business Combination, ENVI entered into agreements with new investors and existing GreenLight investors to subscribe for and purchase an aggregate of approximately 10,500,000 shares of its Class A common stock (the “PIPE Financing”) that will result in gross proceeds of $105,300 upon the closing of the PIPE Financing. The closing of the Business Combination is a precondition to the PIPE Financing. Subject to the terms of the business combination agreement, at the effective time of the merger (the “Effective Time”), each outstanding share of capital stock of GreenLight (other than treasury shares and shares with respect to which appraisal rights under the Delaware General Corporation Law are properly exercised and not withdrawn) will be exchanged for shares of Class A common stock of ENVI, and outstanding GreenLight options and warrants to purchase shares of capital stock of GreenLight (whether vested or unvested) will be converted into comparable options and warrants to purchase Class A common stock of ENVI, in each case at the exchange ratio applicable to the relevant class of capital stock. Completion of the PIPE Financing and proposed merger transactions is subject to approval of ENVI stockholders and the satisfaction or waiver of certain other customary closing conditions. The approval from ENVI stockholders is expected in late 2021 or early 2022. Legal Proceedings Legal claims may arise from time to time in the normal course of business. There are no such claims as of December 31, 2020, or September 30, 2021, that are expected to have a material effect on the Company’s consolidated financial statements. | 17. COMMITMENTS AND CONTINGENCIES Operating Leases On May 15, 2009, the Company entered into an operating lease in Medford, Massachusetts, for office and laboratory space that comprises the headquarters. On August 15, 2020, the Company entered into an expansion and extension of its lease effective from August 15, 2020, through the lease term end date of February 14, 2024, unless otherwise extended. On January 15, 2019, the Company entered into an operating lease for office, laboratory, and greenhouse facilities in Research Triangle Park, North Carolina. The Company has occupied the greenhouse space since January 2019 and the office and laboratory space since January 2020. The lease term is for 84 months from the first day of the first full month following the commencement of the office and laboratory space occupation. The initial lease term expires in December 2026. The Company has the option to extend the lease for an additional five-year On January 1, 2020, the Company entered into an operating lease for its manufacturing facility in Rochester, New York, for an initial term of 63 months, expiring on March 31, 2025. The Company has the option to extend the lease for up to two additional terms of five years each. The lease agreement provided for a base tenant improvement allowance of $17 and an additional tenant improvement allowance of $250 to finance a portion of the capital improvements of the facility. The additional tenant improvement allowance paid for by the landlord is repayable along with the monthly base rent at 10% interest over 60 months. The Company is required to pay for any additional tenant improvement costs. On October 28, 2020, the Company entered into a license and services agreement for an on-demand cleanroom in Burlington, Massachusetts for its pre-clinical and early phase clinical material manufacturing. The license is for a 24-month period and the clean rooms are expected to be available starting the third quarter of 2021. On November 15, 2020, the Company entered into an operating lease for additional lab space in Woburn, Massachusetts. Total rent expense in the consolidated statements of operations for the operating leases was $1,784 and $2,096 for the years ended December 31, 2019, and 2020, respectively. A summary of the Company’s future minimum lease payments under noncancelable operating leases, excluding tenant improvement payables, as of December 31, 2020, are as follows: FOR THE YEAR ENDED DECEMBER 31, 2021 $ 3,436 2022 6,108 2023 4,879 2024 655 2025 405 Thereafter 402 $ 15,885 Capital lease obligation The Company acquired certain equipment with a value of approximately $1,075 and $934 under capital lease arrangements during the years ended December 31, 2019, and 2020, respectively. Amortization of assets held under capital leases is included in depreciation expense. Future minimum lease payments under the capital lease agreements as of December 31, 2020, together with the present value of the minimum lease payments are as follows: FOR THE YEAR ENDED DECEMBER 31, 2021 $ 839 2022 779 2023 330 Thereafter — Total minimum lease payments $ 1,948 Less: amount representing interest (323 ) Present value of minimum lease payments $ 1,625 Legal proceedings Legal claims may arise from time to time in the normal course of business. There are no such claims as of December 31, 2019, and 2020, that are expected to have a material effect on the Company’s consolidated financial statements. | |
Environmental Impact Acquisition Corp | |||
COMMITMENTS AND CONTINGENCIES | NOTE 6 — COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Registration Rights Pursuant to a registration rights agreement entered into on January 13, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up five In addition, pursuant to a registration agreement with Hudson Bay Capital Management LP (“Hudson Bay”) and its permitted transferees, the Company is required to register (i) resale of any securities purchased in the Initial Public Offering by filing a registration statement within 30 days after the closing of the Initial Public Offering and use its best effort to have such registration statement declared effective within 90 days after the closing of the Initial Public Offering; and (ii) resale of any Private Placement Warrants and shares of Class A common stock underlying the Private Placement Warrants by filing a registration statement within 30 days after the completion of a Business Combination and use its best effort to have such registration statement declared effective within 90 days after the completion of a Business Combination. In the event of any delay in filing and/or effectiveness of any aforesaid registration statement under the registration agreement with Hudson Bay and its permitted transferees, the unavailability of such restatement after effectiveness or a public information failure (each, a “Registration Default”), Hudson Bay and its permitted transferees are entitled to payments from the Company equal to 2% of the purchase price on the occurrence of each Registration Default and 2% per month (or a portion thereof pro rata) that such Registration Default continues to exist. Underwriting Agreement The Company also engaged a qualified independent underwriter to participate in the preparation of the registration statement and exercise the usual standards of “due diligence” in respect thereto. The Company paid the independent underwriter a fee of $100,000 upon the completion of the Initial Public Offering in consideration for its services and expenses as the qualified independent underwriter. Additionally, the Company agreed to pay the underwriter $150,000 in expenses to cover seller’s concessions to selling group member in connection with the Initial Public Offering. The independent underwriter will receive no other compensation. Business Combination Marketing Agreement The Company engaged Canaccord Genuity LLC (“Canaccord”) as advisors in connection with its Business Combination to assist the Company in arranging meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that may be interested in purchasing the Company’s securities, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with the preparation of its press releases and public filings in connection with the Business Combination. The Company will pay Canaccord for such services upon the consummation of a Business Combination a cash fee in an amount equal to 3.76 % of the gross proceeds of the Initial Public Offering if the underwriters’ over-allotment option is exercised in full. Pursuant to the terms of the business combination marketing agreement, no fee will be due if the Company does not complete a Business Combination. | NOTE 7. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on January 13, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up In addition, pursuant to a registration agreement with Hudson Bay Capital Management LP (“Hudson Bay”) and its permitted transferees, the Company is required to register (i) resale of any securities purchased in the Initial Public Offering by filing a registration statement within 30 days after the closing of the Initial Public Offering and use its best effort to have such registration statement declared effective within 90 days after the closing of the Initial Public Offering; and (ii) resale of any Private Placement Warrants and shares of Class A common stock underlying the Private Placement Warrants by filing a registration statement within 30 days after the completion of a Business Combination and use its best effort to have such registration statement declared effective within 90 days after the completion of a Business Combination. In the event of any delay in filing and/or effectiveness of any aforesaid registration statement under the registration agreement with Hudson Bay and its permitted transferees, the unavailability of such restatement after effectiveness or a public information failure (each, a “Registration Default”), Hudson Bay and its permitted transferees are entitled to payments from the Company equal to 2% of the purchase price on the occurrence of each Registration Default and 2% per month (or a portion thereof pro rata) that such Registration Default continues to exist. Underwriting Agreement The Company engaged a qualified independent underwriter to participate in the preparation of the registration statement and exercise the usual standards of “due diligence” in respect thereto. The Company paid the independent underwriter a fee of $100,000 upon the completion of the Initial Public Offering in consideration for its services and expenses as the qualified independent underwriter. Additionally, the Company agreed to pay the underwriter $150,000 in expenses to cover seller’s concessions to selling group member in connection with the Initial Public Offering. The independent underwriter will receive no other compensation. Business Combination Marketing Agreement The Company engaged Canaccord Genuity LLC (“Canaccord”) as advisors in connection with its Business Combination to assist the Company in arranging meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that may be interested in purchasing the Company’s securities, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with the preparation of its press releases and public filings in connection with the Business Combination. The Company will pay Canaccord for such services upon the consummation of a Business Combination a cash fee in an amount equal to 3.76% of the gross proceeds of the Initial Public Offering. Pursuant to the terms of the business combination marketing agreement, no fee will be due if the Company does not complete a Business Combination. Proposed Business Combination and Related Agreements On August 9, 2021, the Company entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”) with ENVI Merger Sub and GreenLight. The Business Combination Agreement provides for, among other things, the following transactions on the closing date (collectively, the “ Business Combination • The stockholders of GreenLight that have agreed to participate in the transaction will exchange (the “ Exchange ENVI Class A Common Stock • ENVI Merger Sub will merge with and into GreenLight (the “ Merger Surviving Company • In connection with the Merger, each issued and outstanding share of capital stock of GreenLight (other than treasury stock and any dissenting shares) (a “ Greenlight Share Exchange Ratio • Each option to purchase shares of capital stock of GreenLight (“ GreenLight Option Rollover Option • Shares of ENVI Class A Common Stock issued in respect of shares of Greenlight common stock that are subject to vesting or forfeiture (“ Greenlight Restricted Shares • Each warrant of GreenLight GreenLight Warrant Stock equal to the product (rounded down to the nearest whole number) of (x) the number of common shares of GreenLight (on an as converted basis) subject to such GreenLight Warrant immediately prior to the effective time of the Merger, multiplied by (y) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to the quotient of (i) the exercise price per share of such GreenLight Warrant immediately prior to the effective time of the Merger, divided by (ii) the Exchange Ratio. Private Placement Concurrently with the execution of the Business Combination Agreement, the Company entered into Subscription Agreements with certain investors (collectively, the “ Private Placement Investors Private Placement Shares Private Placement Registration Rights and Transfer Restrictions Concurrently with the execution of the Business Combination Agreement, the Company entered into an Investor Rights Agreement (the “ Investor Rights Agreement Additionally, the Investor Rights Agreements and the Bylaws that will be effective following the consummation of the Business Combination, contain certain restrictions on transfer with respect to the ENVI Class A Common Stock received as consideration for the Merger. Such restrictions begin at the consummation of the Business Combination and end at the date that is 180 days after the consummation of the Business Combination (the “ Lock-Up Lock-Up 30-trading Transaction Support Agreement Concurrently with the execution of the Business Combination Agreement, the Company entered into a Transaction Support Agreement (the “ Transaction Support Agreement Supporting Stockholders |
Collaboration Arrangement
Collaboration Arrangement | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Collaborative Arrangement Disclosure [Abstract] | ||
Collaboration Arrangement | 6. COLLABORATION ARRANGEMENT The Company’s collaboration revenue is generated through collaboration arrangements with Ingredion. Starting in December 2015, the Company entered into a Master Collaboration and Exclusive License Agreement and related amendments (collectively, the “Ingredion Agreements”) with Ingredion to develop a semicontinuous cell-free production process for the commercial production of certain molecules using biological synthesis tools and proprietary technology developed by GreenLight. The parties have mutually agreed to end the collaboration and an official termination notice was received on September 30, 2021. As per the Ingredion Agreements, (a) the Company and Ingredion were to agree to specific collaboration projects from time to time and the Company was to be compensated by Ingredion for each project according to an agreed-upon The Company recognized funded research and collaboration revenue of $962 and $0 in the consolidated statements of operations for the nine months ended September 30, 2020, and 2021, respectively, related to specific collaboration projects associated with the Ingredion Agreements. Costs associated with the Ingredion Agreements were recorded as research and development expenses. Under the Ingredion Agreements, the Company was entitled to receive up to $12,000 in milestone payments upon the achievement of six separate milestones, including demonstration of feasibility, achievement of pilot scale production that satisfies specified volume, yield, and cost targets (“Milestone 2”), and achievement of commercial scale production that satisfies specified volume, yield, and cost targets, as well as achievement of three separate targets for net sales by Ingredion of products based on the licensed technology. At the end of each reporting period, the Company re-evaluated the probability of achievement of Milestone 2 and any related constraint, and if necessary, adjusted its estimate of the overall transaction price. Any such adjustments were added to the transaction price with a corresponding adjustment being made to the measure of progress, and, as necessary, recorded on a cumulative catch-up basis, For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). The Company was entitled to receive royalties on net sales by Ingredion of products based on the licensed technology. The royalty rate was in the mid-single | 5. COLLABORATION ARRANGEMENT The Company’s collaboration revenue is generated through collaboration arrangements with Ingredion. Starting in December 2015, the Company entered into a Master Collaboration and Exclusive License Agreement and related amendments (collectively, the “Ingredion Agreements”) with Ingredion to develop a semicontinuous cell-free production process for the commercial production of certain molecules using biological synthesis tools and proprietary technology developed by GreenLight. As per the Ingredion Agreements, (a) the Company and Ingredion will agree to specific collaboration projects from time to time and the Company will be compensated by Ingredion for each project according to an agreed-upon The Company recognized funded research and collaboration revenue of $3,001 and $962 in the consolidated statements of operations during the years ended December 31, 2019, and 2020, respectively, related to specific collaboration projects associated with the Ingredion Agreements. Costs associated with the Ingredion Agreements were recorded as research and development expenses. Under the Ingredion Agreements, the Company is entitled to receive up to $12,000 in milestone payments upon the achievement of six separate milestones, including demonstration of feasibility, achievement of pilot scale production that satisfies specified volume, yield, and cost targets (“Milestone 2”), and achievement of commercial scale production that satisfies specified volume, yield, and cost targets, as well as achievement of three separate targets for net sales by Ingredion of products based on the licensed technology. At the end of each reporting period, the Company re-evaluates catch-up For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). The Company is entitled to receive royalties on net sales by Ingredion of products based on the licensed technology. The royalty rate is in the mid-single |
Grant Revenue
Grant Revenue | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Grant Revenue [Abstract] | ||
Grant Revenue | 7. GRANT REVENUE In July 2020, the Company was approved to receive a grant from the Bill & Melinda Gates Foundation in the amount of $3,343. As of September 30, 2021, the Company had received the entire grant award, of which $2,448 was received during the year ended December 31, 2020, and the remaining $895 was received during the nine months ending September 30, 2021. The grant funds are to be used for the sole purpose of research for in vivo gene therapy for sickle cell disease and to explore new, low-cost | 6. GRANT REVENUE In July 2020, the Company was approved to receive a grant from the Bill & Melinda Gates Foundation in the amount of $3,343. As of December 31, 2020, the Company had received $2,448 of the total grant award. The grant funds are to be used for the sole purpose of research for in vivo gene therapy for sickle cell disease and to explore new, low-cost |
Property And Equipment, Net
Property And Equipment, Net | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Property And Equipment, Net | 8. PROPERTY AND EQUIPMENT, NET Property and equipment, net consisted of the following: DECEMBER 31, SEPTEMBER 30, Computer hardware and software $ 533 $ 701 Laboratory equipment 8,040 15,816 Leasehold improvements 4,545 9,832 Construction in progress 6,847 2,695 Total 19,965 29,044 Less: Accumulated depreciation and amortization (3,686 ) (7,300 ) Property and equipment, net $ 16,279 $ 21,744 As of December 31, 2020, and September 30, 2021, property, and equipment, net included capital lease assets of $2,508, with accumulated amortization of $927 and $1,326, respectively, within the unaudited condensed consolidated balance sheets. Depreciation and amortization expense for the nine months ended September 30, 2020, and 2021, was $1,108, and $3,635, respectively. | 7. PROPERTY AND EQUIPMENT, NET Property and equipment, net consisted of the following as of December 31, 2019, and 2020: DECEMBER 31, 2019 2020 Computer hardware and software $ 12 $ 533 Laboratory equipment 4,320 8,040 Leasehold improvements 228 4,545 Construction in progress 1,181 6,847 Total 5,741 19,965 Less: Accumulated depreciation and amortization (1,992 ) (3,686 ) Property and equipment, net $ 3,749 $ 16,279 As of December 31, 2019, and 2020, property and equipment, net included capital lease assets of $1,574 and $2,508 respectively, with accumulated amortization of $379 and $927, respectively, within the consolidated balance sheets. Depreciation and amortization expense for the years ended December 31, 2019, and 2020, was $687 and $1,709, respectively, within the consolidated statements of operations. |
Accrued Expenses
Accrued Expenses | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accrued Liabilities, Current [Abstract] | ||
Accrued Expenses | 9. ACCRUED EXPENSES Accrued expenses consisted of the following: DECEMBER 31, SEPTEMBER 30, Accrued employee compensation and benefits $ 4,024 $ 5,332 Accrued research and development 612 1,659 Accrued professional fees 568 933 Accured other 1,622 1,427 Total accrued expenses $ 6,826 $ 9,351 | 8. ACCRUED EXPENSES Accrued expenses at December 31, 2019, and 2020 consisted of the following: DECEMBER 31, 2019 2020 Accrued Employee compensation and benefits $ 2,752 $ 4,024 Accrued Research and development 405 612 Accrued Professional fees 242 568 Accrued Other 119 1,622 Total accrued expenses $ 3,518 $ 6,826 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Environmental Impact Acquisition Corp | ||
STOCKHOLDERS' EQUITY | NOTE 7 — STOCKHOLDERS’ EQUITY Preferred Stock Class A Common Stock Class B Common Stock Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders except as otherwise required by law. The shares of Class B common stock will automatically convert into Class A common stock at the time of the Business Combination, on a one-for-one as-converted by the Company in connection with or in relation to the consummation of a Business Combination, excluding (i) any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in a Business Combination, (ii) any securities issued to the initial stockholders of the Company upon conversion of Working Capital Loans and (iii) any public shares redeemed by public stockholders in connection with a Business Combination, provided that such conversion of Founder Shares will never occur on a less than one-for-one Warrants The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective within 60 business days following a Business Combination and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60 th Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: • in whole and not in part; • at a price of $0.01 per Public Warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that (1) the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (2) the Private Placement Warrants will be exercisable on a cashless basis, (3) the Private Placement Warrants will be non-redeemable | NOTE 8. STOCKHOLDERS’ EQUITY Preferred Stock Class A Common Stock Class B Common Stock Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders except as otherwise required by law. The shares of Class B common stock will automatically convert into Class A common stock at the time of the Business Combination, on a one-for-one as-converted one-for-one |
Warrants
Warrants | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
WARRANTS | 11. WARRANTS Preferred Stock Warrants Classified as Liabilities The Company has outstanding warrants to purchase shares of Series A-1, A-2, A-3 as a component of other income (expense) in the Company’s unaudited condensed consolidated statement of operations. Preferred Stock warrants classified as liabilities consisted of the following at December 31, 2020 and September 30, 2021: AS OF DECEMBER 31, 2020 Warrant Class Shares Fair Value Issuance Date Exercise Price Expiration Date Series A-1 58,127 $ 75 December 31, 2011 $ 0.15 The earlier of January 17, 2022, or a Series A-2 24,510 21 August 26, 2014 $ 1.53 The earlier of August 25, 2024 or the Series A-3 18,174 29 December 18, 2015 $ 0.23 The earlier of December 18, 2025 or Total 100,811 $ 125 AS OF SEPTEMBER 30, 2021 Warrant Class Shares Fair Value Issuance Date Exercise Price Expiration Date Series A-1 58,127 $ 314 December 31, 2011 $ 0.15 The earlier of January 17, 2022 or a Series A-2 24,510 110 August 26, 2014 $ 1.53 The earlier of August 25, 2024 or the Series A-3 18,174 98 December 18, 2015 $ 0.23 The earlier of December 18, 2025 or Total 100,811 $ 522 As of December 31, 2020 Valuation Assumptions Series A-1 Series A-2 Series A-3 Fair value of underlying series of preferred stock $ 1.45 $ 1.54 $ 1.76 Risk free interest rate 0.10 % 0.27 % 0.36 % Expected volatility 88.4 % 78.5 % 82.4 % Estimated time (in years) 1.05 3.65 4.97 The Company estimated the fair value of the warrants as of December 31, 2020, and September 30, 2021, using the Black-Scholes option-pricing model with the following assumptions: As of September 30, 2021 Valuation Assumptions Series A-1 Series A-2 Series A-3 Fair value of underlying series of preferred stock $ 5.55 $ 5.58 $ 5.64 Risk free interest rate 0.04 % 0.53 % 0.76 % Expected volatility 72.7 % 89.8 % 83.2 % Estimated time (in years) 0.30 2.90 4.22 Preferred Stock Warrant Classified as Equity In connection with the July 2020 issuance of Series D Preferred Stock, a warrant to purchase shares of Series D Preferred Stock was issued. The holder of the warrant is entitled to purchase 874,130 shares of the Company’s Series D Preferred Stock at an exercise price of $1.8118 per share. The warrant was determined to represent compensation for services provided by the holder, rather than a component of the financing transaction, and therefore was accounted for under ASC 718. The warrants were issued to the holder in relation to its role in assisting the Company with identifying the lead investor for the financing round. As the warrant was determined to be a direct and incremental cost of the Series D financing, the cost of the warrant was recorded as a stock issuance cost. The warrant meets the requirements for equity classification under ASC 718 and should be measured at cost, which was determined to be equal to its grant date fair value of $357. As the services related to its issuance were completed during 2020, the Company recognized the cost of the warrant during the year ending December 31, 2020. Warrant Class Shares Issuance Date Exercise Price Expiration Date Series D 874,130 July 24, 2020 $ 1.8118 The earlier of July 24, 2025 Total 874,130 During the nine months ended September 30, 2021, there were no exercises of existing warrants or issuances of additional Preferred Stock warrants. Common Stock Warrant classified as Liability In connection with the equipment financing in March 2021, the Company issued a warrant to purchase 219,839 shares of the Company’s common stock at an exercise price of $0.82 per share. The warrant was determined to represent additional consideration provided to the lender at the closing of the financing agreement and thus considered a component of the financing transaction, and therefore was accounted for under ASC 480. The warrant meets the requirements for liability classification under ASC 480 and should be measured at cost at its inception date fair value and subsequently remeasured at the end of each reporting period, with changes recorded as a component of other income in the Company’s consolidated statement of operations. Warrant Class Shares Fair Issuance Date Exercise Expiration Date Common stock 219,839 $ 1,084 March 29, 2021 $ 0.82 The earlier of March 29, 2031 The warrant’s fair value upon issuance and as of September 30, 2021 was estimated to be approximately $138 and $1,084, respectively, and was measured using a Black-Scholes option-pricing model with the following assumptions: Valuation Assumptions At Issuance (as of As of September 30, 2021 Fair value of common stock $ 0.82 $ 5.26 Risk free interest rate 1.73 % 1.52 % Expected volatility 72.10 % 82.50 % Expected term (in years) 10.00 9.5 Common Stock Warrants classified as Equity In connection with the Loan Agreement the Company entered into with SVB in June 2016, the Company issued to SVB a warrant to purchase 40,000 shares of the Company’s common stock at an exercise price per share of $0.22 (the “2016 Common Warrant”). The 2016 Common Warrant is exercisable for ten years from the date of issuance. The 2016 Common Warrant was determined to represent additional consideration for services provided by SVB, rather than a component of the financing transaction, and therefore was accounted for under ASC 718. The 2016 Common Warrant meets the requirements for equity classification under ASC 718 and should be measured at cost, which was determined to be equal to its grant date fair value of $5. In connection with the term loan obtained in September 2021 from SVB, at closing the Company authorized a warrant to SVB to purchase 51,724 shares of the Company’s common stock at an exercise price per share of $1.74 (the “2021 Common Warrant”). The 2021 Common Warrant is classified as a component of permanent equity because it is a freestanding financial instrument that is legally detachable and separately exercisable from the debt instrument with which it was issued, is immediately exercisable, does not embody an obligation for the Company to repurchase its shares, and permits the holder to receive a fixed number of shares of common stock upon exercise. The Company valued the 2021 Common Warrant at issuance using the Black-Scholes option pricing model and determined the fair value of the 2021 Common Warrant to be $232. Common stock warrants classified as a component of permanent equity consisted of the following at September 30, 2021: As of September 30, 2021 Warrant Class Shares Issuance Date Price per Share Expiration Date Common stock warrant 40,000 June 14, 2016 $ 0.22 The earlier of June 13, 2026 or the date of a qualifying acquisition Common stock warrant 51,724 September 22, 2021 $ 1.74 The earlier of September 21, 2031 or the date of a qualifying acquisition Total 91,724 During the year ended December 31, 2020, and the nine months ending September 30, 2020, and 2021, there were no exercises of existing common stock warrants. | 10. WARRANTS Preferred Stock Warrants Classified as Liabilities The Company has outstanding warrants to purchase shares of Series A-1, A-2, A-3 AS OF DECEMBER 31, 2019 Warrant Class Shares Fair Value Issuance Date Exercise Price Expiration Date Series A-1 58,127 $ 59 December 31, $ 0.15 The earlier of January 17, 2022, or a deemed liquidation or IPO Series A-2 24,510 19 August 26, $ 1.53 The earlier of August 25, 2024, or the date of a qualifying acquisition Series A-3 18,174 25 December 18, $ 0.23 The earlier of December 18, 2025, or a deemed liquidation or IPO Total 100,811 $ 103 AS OF DECEMBER 31, 2020 Warrant Class Shares Fair Issuance Date Exercise Price Expiration Date Series A-1 58,127 $ 75 December 31 $ 0.15 The earlier of January 17, 2022, or a deemed liquidation or IPO Series A-2 24,510 21 August 26, $ 1.53 The earlier of August 25, 2024, or the date of a qualifying acquisition Series A-3 18,174 29 December 18 $ 0.23 The earlier of December 18, 2025, or a deemed liquidation or IPO Total 100,811 $ 125 The Company estimated the fair value of the warrants as of December 31, 2019, and 2020 using the Black-Scholes option-pricing model with the following assumptions: AS OF DECEMBER 31, 2019 Series A-1 Series A-2 Series A-3 Fair value of underlying series of preferred stock $ 1.17 $ 1.30 $ 1.55 Risk-free interest rate 1.60 % 1.70 % 1.80 % Expected volatility 76.2 % 76.6 % 76.3 % Estimated time (in years) 2.05 4.65 5.97 AS OF DECEMBER 31, 2020 Series A-1 Series A-2 Series A-3 Fair value of underlying series of preferred stock $ 1.45 $ 1.54 $ 1.76 Risk-free interest rate 0.10 % 0.27 % 0.36 % Expected volatility 88.4 % 78.5 % 82.4 % Estimated time (in years) 1.05 3.65 4.97 Preferred Stock Warrant Classified as Equity In connection with the July 2020 issuance of Series D convertible Preferred Stock, a warrant to purchase shares of Series D Preferred Stock was issued. The holder of the warrant is entitled to purchase 874,130 shares of the Company’s Series D Preferred Stock at an exercise price of $1.8118 per share. The warrant was determined to represent compensation for services provided by the holder, rather than a component of the financing transaction, and therefore was accounted for under ASC 718. The warrants were issued to the holder in relation to its role in assisting the Company with identifying the lead investor for the financing round. The warrant meets the requirements for equity classification under ASC 718 and should be measured at cost, which was determined to be equal to its grant date fair value of $357. As the services related to its issuance were completed during 2020, the Company recognized the cost of the warrant. As the warrant was determined to be a direct and incremental cost of the Series D financing, the cost of the warrant was recorded as a stock issuance cost. Warrant Class Shares Issuance Date Exercise Price Expiration Date Series D 874,130 J uly $ 1.8118 The earlier of July 24, 2025 or the Total 874,130 Common Stock Warrant In connection with the Loan Agreement the Company entered into with Silicon Valley Bank in June 2016, the Company issued the bank a warrant to purchase 40,000 shares of the Company’s common stock at an exercise price per share of $0.22 (the “Common Warrant”). The Common Warrant will be exercisable for ten years from the date of issuance. The Common Warrant was determined to represent additional consideration for services provided by the lender, rather than a component of the financing transaction, and therefore was accounted for under ASC 718. The Common Warrant meets the requirements for equity classification under ASC 718 and should be measured at cost, which was determined to be equal to its grant date fair value of $5. Common stock warrant classified as a component of permanent equity consisted of the following at December 31, 2020: Warrant Class Shares Issuance Date Exercise Price Expiration Date Common stock warrant 40,000 June 14, 2016 $ 0.22 The earlier of June 13, 2026 Total 40,000 During the years ended December 31, 2019, and 2020, there were no exercises of existing warrants or issuances of additional common stock warrants. |
Environmental Impact Acquisition Corp | ||
WARRANTS | NOTE 9. WARRANTS As of September 30, 2021, there were 10,350,000 Public Warrants outstanding. As of December 31, 2020, there were no Public Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective within 60 business days following a Business Combination and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: • in whole and not in part; • at a price of $0.01 per Public Warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. As of September 30, 2021, there were 2,000,000 Private Placement Warrants outstanding and 750,000 Insider Warrants outstanding which are identical to the Private Placement Warrants. As of December 31, 2020 there were no Private Placement Warrants or Insider Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that (1) the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (2) the Private Placement Warrants will be exercisable on a cashless basis, (3) the Private Placement Warrants will be non-redeemable |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
FAIR VALUE MEASUREMENTS | 5. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicates the level of the fair value hierarchy utilized to determine such fair values: DESCRIPTION DECEMBER 31, QUOTED PRICES SIGNIFICANT SIGNIFICANT Asset Money market funds $ 55,747 $ 55,747 $ — $ — Total financial assets $ 55,747 $ 55,747 $ — $ — Liabilitiy Warrant Liability $ 125 $ — $ — $ 125 $ 125 $ — $ — $ 125 DESCRIPTION SEPtEMBER 30, QUOTED PRICES SIGNIFICANT SIGNIFICANT Asset Money market funds $ 33,714 $ 33,714 $ — $ — Total financial assets $ 33,714 $ 33,714 $ — $ — Liabilitiy Warrant Liability $ 1,606 $ — $ — $ 1,606 $ 1,606 $ — $ — $ 1,606 Money market funds, which are included in cash and cash equivalents, were valued by the Company based on quoted market prices in active markets, which represent a Level 1 measurement within the fair value hierarchy. The fair value of the Common and Preferred Stock (as defined below) warrant liabilities was determined using the Black-Scholes option-pricing model with the assumptions as disclosed in Note 11. These assumptions include significant judgments, including the fair value of the underlying Common and Preferred Stock. An increase or decrease in the estimated fair value will result in increases or decreases in the fair value of the warrant liability, and such changes could be material. The following table presents a roll-forward of the aggregate fair values of the Company’s liabilities for which fair value is determined by Level 3 inputs: WARRANT Balance - January 1, 2020 $ 103 Change in fair value 8 Balance - September 30, 2020 $ 111 WARRANT Balance - January 1, 2021 $ 125 Issuance of warrant 138 Change in fair value 1,343 Balance - September 30, 2021 $ 1,606 There have been no transfers between fair value levels during the year ended December 31, 2020, and the respective nine months ended September 30, 2020, and 2021. The carrying values of other current assets, accounts payable and accrued expenses approximate their fair values due to the short-term nature of these assets and liabilities. | 4. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicates the level of the fair value hierarchy utilized to determine such fair values: DESCRIPTION DECEMBER 31, QUOTED PRICES (LEVEL 1) SIGNIFICANT (LEVEL 2) UNOBSERVABLE (LEVEL 3) Asset Money market funds $ 26,032 $ 26,032 $ — $ — Total financial assets $ 26,032 $ 26,032 $ — $ — Liabilitiy Warrant Liability $ 103 $ — $ — $ 103 $ 103 $ — $ — $ 103 DESCRIPTION DECEMBER 31, QUOTED PRICES (LEVEL 1) SIGNIFICANT SIGNIFICANT (LEVEL 3) Asset Money market funds Total financial assets $ 55,747 $ 55,747 $ — $ — $ 55,747 $ 55,747 $ — $ — Liability Warrant Liability $ 125 $ — $ — $ 125 $ 125 $ — $ — $ 125 Money market funds were valued by the Company based on quoted market prices, which represent a Level 1 measurement within the fair value hierarchy. The fair value of the common and Preferred Stock warrant liabilities was determined using the Black-Scholes option-pricing model with the assumptions as disclosed in Note 10. These assumptions include significant judgments including the fair value of the underlying common and Preferred Stock. An increase or decrease in the estimated fair value will result in increases or decreases in the fair value of the warrant liability and such changes could be material. The following table presents a roll-forward of the aggregate fair values of the Company’s liabilities for which fair value is determined by Level 3 inputs: WARRANT Balance - January 1, 2019 $ 108 Change in fair value (5 ) Balance - December 31, 2019 103 Change in fair value 22 Balance - December 31, 2020 $ 125 There have been no transfers between fair value levels during the years ended December 31, 2019, and 2020. The carrying values of other current assets, accounts payable and accrued expenses approximate their fair values due to the short-term nature of these assets and liabilities. |
Environmental Impact Acquisition Corp [Member] | ||
FAIR VALUE MEASUREMENTS | NOTE 10. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity Held-to-maturity Held-to-maturity At September 30, 2021, assets held in the Trust Account were comprised of $1,002 in cash $207,007,744 in money market funds, which primarily invest in U.S. Treasury securities. During the nine months ended September 30, 2021, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Level Fair Value Assets: Investments held in Trust Account — Money market funds 1 $ 207,007,744 Liabilities: Warrant Liability — Public Warrants 1 10,453,500 Warrant Liability — Private Placement Warrants 3 2,100,000 Warrant Liability — Sponsor and Directors 3 787,500 The Warrants are accounted for as liabilities in accordance with ASC 815-40 The Private Placement Warrants were initially valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the common stock. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own Public Warrant pricing. A Monte Carlo simulation methodology was used in estimating the fair value of the Public Warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Placement Warrants. For periods subsequent to the detachment of the warrants from the Units, the close price of the Public Warrant price was used as the fair value as of each relevant date. The measurement of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market. The key inputs into the Black-Scholes-Merton model for the warrants were as follows: Input January 13, September 30, Risk-free interest rate 0.74 % 1.07 % Expected term (years) 5.00 5.00 Expected volatility 21 % 16.3 % Exercise price $ 11.50 $ 11.50 Fair value of Units $ 9.43 $ 9.89 The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Public Warrant Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on January 19, 2021 3,272,500 11,902,500 15,175,000 Change in valuation inputs or other assumptions (385,000 ) (2,898,000 ) (3,283,000 ) Transfers to Level 1 — (9,004,500 ) (9,004,500 ) Fair value as of September 30, 2021 $ 2,887,500 $ — $ 2,887,500 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the nine months ended September 30, 2021 was approximately $9.0 million, when the Public Warrants were separately listed and traded. |
Debt
Debt | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Debt | 10. DEBT Term Loan In September 2021, the Company entered into a loan and security agreement with Silicon Valley Bank (SVB), which provided for a term loan facility in an aggregate principal amount of up to $15,000, $10,000 of which was borrowed at the closing and the remainder of which may be borrowed following the achievement of certain milestones, but not after March 31, 2022. Each term loan accrues interest at an annual rate equal to the greater of (i) the prime rate as quoted in the Wall Street Journal plus a margin of 0.25% and (ii) 3.50%. Accrued interest is payable monthly. The principal of each term loan must be repaid in equal monthly installments beginning April 1, 2022 (or October 1, 2022, if the Company borrows any of the remaining $5,000), with a scheduled final maturity date of September 1, 2024. On the earlier of the scheduled final maturity date and the prepayment in full of the term loans, the Company must pay a final payment fee equal to 4.0% of the original principal amount of the term loans. The Company may prepay the term loans in increments of $5,000 and without premium or penalty, other than a premium equal to (i) with respect to any prepayment made on or before September 22, 2022, 3% of the principal so prepaid, (ii) with respect to any prepayment made after September 22, 2022 and on or before September 22, 2023, 2% of the principal so prepaid and (iii) with respect to any prepayment made after September 22, 2023 and on or before September 1, 2024, 1% of the principal so prepaid. The Company granted a first-priority, perfected security interest in substantially all of the Company’s present and future personal property and assets, excluding intellectual property, to secure its obligations to SVB. The debt was recorded based on proceeds received net of related debt issuance costs of $411. The debt issuance costs include the fair value of $232 for the 51,724 common warrants the Company is authorized to issue in conjunction with this financing. As of September 30, 2021 the Company has issued 34,483 warrants in conjunction with this financing. Total debt issuance costs of $411 will be amortized over the term of the financing agreement. Equipment Financing On March 29, 2021, the Company entered into a master equipment financing agreement with Trinity Capital (Trinity) authorizing equipment financing in the aggregate of $11,250 with advances to be made as follows: (1) up to $5,000 at execution of the agreement and (2) the remaining balance to be drawn at Company’s option but no later than September 1, 2021. The monthly payment factors are determined by Trinity based on the Prime Rate reported in The Wall Street Journal on the first day of the month in which a financing schedule is executed, which as of the effective date of the equipment financing agreement was 3.25%. As of September 30, 2021, the Company has drawn the entire $11,250, which is repayable over 36 months starting April 2021. The carrying value of the assets subject to a lien under this financing arrangement is approximately $13,292. The debt was recorded based on proceeds received net of related debt issuance costs of $392. The debt issuance costs include the fair value of $138 for the 219,839 common stock warrants the Company issued in conjunction with this financing. Total debt issuance costs of $392 will be amortized over the term of the financing agreement. Convertible Notes In April and May 2020, GLPRI issued a series of convertible notes payable in exchange for cash totaling $16,775 (the “2020 Notes”). GreenLight guaranteed payment and performance of the 2020 Notes. The 2020 Notes mature in April 2022 and bear interest at 5% per annum that is accrued each period and is payable at maturity. The total amount of accrued interest on the notes is $587 and $1,224 at December 31, 2020, and September 30, 2021, respectively. The 2020 Notes are only pre-payable The 2020 Notes provide the option to convert the outstanding principal, plus accrued and unpaid interest, into shares of the Company’s Series D Preferred Stock (on or after the date of the Series D Preferred Stock financing) or the right to receive royalties on future sales of certain of GLPRI’s products. In conjunction with entering into the 2020 Note agreements, each holder entered into a side letter agreement (the “Side Letter”) with GreenLight and GLPRI, which gives the holder the right to convert the 2020 Notes into shares of Series D Preferred Stock at a discounted conversion price (85% of the price per share of the Series D Preferred Stock) in the event that the Series D financing is deemed an inside round. This discount did not apply as the Series D financing was determined not to be an inside round. At issuance, the Company concluded that the fair value of the discount feature was de minimis. The 2020 Notes were recorded based on proceeds received and were recorded net of related debt issuance costs of $134, which will be amortized to interest expense using the effective interest rate method over the term of the notes. In August 2021, the 2020 Notes were amended and restated to make GreenLight the sole obligor under the 2020 Notes and to remove the right to receive royalties on future sales of certain products. | 9. DEBT Convertible Notes In April and May 2020, GLPRI issued a series of convertible notes payable in exchange for cash totaling $16,775 (the “2020 Notes”). GreenLight guaranteed payment and performance of the 2020 Notes. The 2020 Notes bear interest at 5% per annum that is accrued each period and is payable at maturity. The total amount of accrued interest on the notes is $587 as of December 31, 2020. The 2020 Notes mature two years after their respective issuance dates. The 2020 Notes are only pre-payable The 2020 Notes provide the option to convert the outstanding principal, plus accrued and unpaid interest, into shares of the Company’s Series D Preferred Stock (on or after the date of the Series D Preferred Stock financing) or the right to receive royalties on future sales of certain of GLPRI’s products. In conjunction with entering into the 2020 Note agreements, each holder entered into a side letter agreement (the “Side Letter”) with GreenLight and GLPRI, which gives the holder the right to convert the 2020 Notes into shares of Series D Preferred Stock at a discounted conversion price (85% of the price per share of the Series D Preferred Stock) in the event that the Series D financing is deemed an inside round. This discount did not apply as the Series D financing was determined not to be an inside round. At issuance, the Company concluded that the fair value of the discount feature was de minimis. The 2020 Notes include the following conversion and redemption features: a) From the date of the initial closing of the then-next equity financing of the Company (the “Series D Financing”) until maturity, conversion at the option of the holder into Series D Preferred Stock (based upon the original issue price of the Series D Preferred Stock) or the right to receive certain royalty payments over a 15-year b) Upon the occurrence of certain contingent events after the Company’s Series D Financing and before maturity, automatic conversion into Series D Preferred Stock (based upon on the original issue price of the Series D Preferred Stock). c) Automatic redemption upon an event of default, as defined in the 2020 Notes. Upon the occurrence of an event of default, the 2020 Notes will either automatically become due and payable or can become due and payable at the holder’s option (based on the nature of the event of default). Upon such acceleration, all outstanding principal (with no penalty) and unpaid accrued interest will become payable. The Company assessed the embedded features within the 2020 Notes and determined that the features do not meet the definition of a derivative or were clearly and closely related to the host contract, and thus did not require separate accounting. In addition, the optional redemption feature to receive royalty payments is subject to a scope exception from derivative accounting. The 2020 Notes were recorded based on proceeds received and were recorded net of related debt issuance costs of $134, which will be amortized to interest expense using the effective interest rate method over the term of the notes. Notes Payable On August 16, 2014, the Company entered into a Loan and Security Agreement (as amended on April 17, 2015, and June 14, 2016, the “Loan Agreement”) with Silicon Valley Bank (the “Lender”). Pursuant to the Loan Agreement and the respective amendments, a term loan of $2,000 was funded on June 23, 2016. The term loan bears interest at an annual rate equal to 4.25%. The Loan Agreement provides for interest-only payments until March 31, 2017, and repayment of the aggregate outstanding principal balance of the term loan in monthly installments starting on April 1, 2017, and continuing through March 1, 2020 (the “Maturity Date”). During March of 2020, the Company paid in full all remaining principal and accrued interest on the Loan Agreement. In addition, under the Loan Agreement, the Company issued the Lender warrants to purchase 40,000 shares of the Company’s common stock at an exercise price per share of $0.22 (the “Common Warrants”). The Common Warrants will be exercisable for ten years from the date of issuance. During the years ended December 31, 2019, and 2020, the Company made principal payments of $667 and $167, respectively. |
Common Stock
Common Stock | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Common Stock | 13. COMMON STOCK The Company was authorized to issue 191,500,000 shares of $0.001 par value common stock as of December 31, 2020, and September 30, 2021. The voting, dividend, and liquidation rights of the holders of the Company’s common stock are subject to and qualified by the rights, powers, and preferences of the holders of the Preferred Stock set forth above. Each share of common stock generally entitles the holder to one vote, together with the holders of Preferred Stock, on all matters submitted to the stockholders for a vote. As of December 31, 2020, and September 30, 2021, no cash dividends have been declared or paid. As of December 31, 2020, and September 30, 2021, the Company has reserved the following shares of common stock for potential conversion of outstanding Preferred Stock, potential conversion of convertible debt with accrued interest through September 30, 2021, into Series D Preferred Stock, the vesting of restricted stock and exercise of stock options and issued preferred and common stock warrants: DECEMBER 31, SEPTEMBER 30, Redeemable convertible preferred stock 141,405,233 141,405,233 Convertible debt with accrued interest 9,583,023 9,934,084 Unvested restricted stock 37,465 61,839 Options to purchase common stock 22,538,570 26,490,587 Warrants 1,045,226 1,299,548 174,609,517 179,191,290 | 12. COMMON STOCK The Company was authorized to issue 105,000,000 and 191,500,000 shares of $0.001 par value common stock as of December 31, 2019, and 2020, respectively. The voting, dividend, and liquidation rights of the holders of the Company’s common stock are subject to and qualified by the rights, powers, and preferences of the holders of the Preferred Stock set forth above. Each share of common stock generally entitles the holder to one vote, together with the holders of Preferred Stock, on all matters submitted to the stockholders for a vote. As of December 31, 2019, and 2020, no cash dividends have been declared or paid. As of December 31, 2019, and 2020, the Company has reserved the following shares of common stock for potential conversion of outstanding Preferred Stock, potential conversion of convertible debt with accrued interest through December 31, 2020, into Series D Preferred Stock, the vesting of restricted stock and exercise of stock options and common stock warrants: DECEMBER 31 2019 2020 Redeemable convertible preferred stock 81,220,901 141,405,233 Convertible debt with accrued interest — 9,583,023 Unvested restricted stock 27,842 37,465 Options to purchase common stock 19,701,693 22,538,570 Common stock warrants 40,000 40,000 100,990,436 173,604,291 |
Treasury Stock
Treasury Stock | 12 Months Ended |
Dec. 31, 2020 | |
Treasury Stock, Shares [Abstract] | |
TREASURY STOCK | 13. TREASURY STOCK In 2019, the Company retired 1,200,000 of the Company’s treasury shares previously repurchased. The Company’s additional paid-in |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
STOCK-BASED COMPENSATION | 14. STOCK-BASED COMPENSATION 2012 Stock Incentive Plan The Company adopted the 2012 Stock Incentive Plan (the “Plan”) in April 2012 for the issuance of stock options and other stock-based awards to employees, consultants, officers, and directors. As of December 31, 2020, and September 30, 2021, the maximum number of shares of Common Stock issuable under the Plan is 30,555,461. There were 3,395,767 shares of common stock available for future grants under the Plan as of September 30, 2021. The Plan is administered by the Company’s board of directors (the “Board”). The exercise prices, vesting and other restrictions are determined at the discretion of the Board, except that the exercise price per share of incentive stock options may not be less than 100% of the fair market value of the common stock on the date of grant. Stock options awarded under the Plan expire ten years after the grant date unless the Board sets a shorter term. Vesting periods for awards under the plans are determined at the discretion of the Board. Incentive stock options granted to employees and non-statutory options four The fair value of stock option awards is estimated on the grant date using the Black-Scholes option pricing model with the following assumptions: NINE MONTHS ENDED SEPTEMBER 30, 2020 2021 Fair value of underlying common stock $0.46 - $0.65 $0.82 - $5.26 Weighted average risk-free interest rate 0.27% -1.55% 0.48% -1.29% Expected term (in years) 5 - 6 5 - 6 Expected volatility 69.53% -70.36% 67.27% - 68.80% Expected dividend yield 0.00% 0.00% The following table summarizes the Company’s stock option activity during the nine months ended September 30, 2021: SHARES WEIGHTED- WEIGHTED- AGGREGATE Outstanding at December 31, 2020 22,538,570 $ 0.41 8.5 $ 9,170 Granted 4,594,102 1.33 Cancelled or Forfeited (397,617 ) 0.39 Exercised (244,468 ) 0.43 $ 1,181 Outstanding at September 30, 2021 26,490,587 $ 0.57 8.1 $ 124,331 Vested and expected to vest at December 31, 2020 22,538,570 $ 0.41 8.5 $ 9,170 Vested and expected to vest at September 30, 2021 26,490,587 $ 0.57 8.1 $ 124,331 Exercisable at December 31, 2020 6,947,529 $ 0.25 7.0 $ 3,957 Exercisable at September 30, 2021 9,203,021 $ 0.28 6.6 $ 45,789 The weighted-average grant date fair value of stock options granted during the nine months ended September 30, 2020, and 2021, was $0.40 per share and $0.81 per share, respectively. As of September 30, 2021, total unrecognized compensation expense related to stock options totaled 6,844, which is expected to be recognized over a weighted-average period of 3.1 years. The aggregate intrinsic value of common stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock. Restricted Stock A summary of restricted stock activity during the nine months ended September 30, 2021, is as follows: SHARES WEIGHTED Unvested shares as of December 31, 2020 37,465 $ 0.37 Granted 64,250 0.82 Vested (39,876 ) 0.55 Unvested at September 30, 2021 61,839 $ 0.72 The total fair value of restricted stock that vested during the nine months ended September 30, 2020, and 2021, was $11 and $22, respectively. As of September 30, 2021, total unrecognized compensation expense related to restricted stock totaled $45, which is expected to be recognized over weighted-average period of 2.4 years. Stock-Based Compensation Expense Stock-based compensation expense recorded as research and development and general and administrative expenses for employees, directors and non-employees NINE MONTHS ENDED 2020 2021 Research and development $ 201 $ 580 General and administrative 241 712 Total stock-based compensation expense $ 442 $ 1,292 | 14. STOCK-BASED COMPENSATION 2012 Stock Incentive Plan The Company adopted the 2012 Stock Incentive Plan (the “Plan”) in April 2012 for the issuance of stock options and other stock-based awards to employees, consultants, officers, and directors. As of December 31, 2019, and 2020, the maximum number of shares of Common Stock issuable under the Plan is 21,576,227 and 30,555,461 respectively. There were 1,623,363 and 7,592,252 shares of common stock available for future grants under the Plan as of December 31, 2019, and 2020. The Plan is administered by the Company’s board of directors (the “Board”). The exercise prices, vesting and other restrictions are determined at the discretion of the Board, except that the exercise price per share of incentive stock options may not be less than 100% of the fair market value of the common stock on the date of grant. Stock options awarded under the Plan expire ten years after the grant date unless the Board sets a shorter term. Vesting periods for awards under the plans are determined at the discretion of the Board. Incentive stock options granted to employees and non-statutory options four The fair value of stock option awards is estimated on the grant date using the Black-Scholes option pricing model with the following assumptions: YEAR ENDED DECEMBER 31 2019 2020 Fair value of underlying common stock $0.33 $0.46—$0.65 Weighted average risk-free interest rate 1.62%—2.56% 0.27%—1.55% Expected term (in years) 5.0—6.4 5.0—6.0 Expected volatility 70.0%—74.4% 69.5%—70.4% Expected dividend yield 0 0 The following table summarizes the activity of the Company’s stock options under the Plan for the year ended December 31, 2020: SHARES WEIGHTED- WEIGHTED-AVERAGE AGGREGATE Outstanding at December 31, 2019 19,701,693 $ 0.29 9.0 $ 3,404 Granted 8,354,564 0.65 Exercised (140,745 ) 0.26 $ 79 Cancelled or forfeited (5,376,942 ) 0.32 Outstanding at December 31, 2020 22,538,570 $ 0.41 8.5 $ 9,170 Vested and expected to vest at December 31, 2019 19,701,693 $ 0.29 9.0 $ 3,404 Vested and expected to vest at December 31, 2020 22,538,570 $ 0.41 8.5 $ 9,170 Exercisable at December 31, 2019 4,354,321 $ 0.21 6.6 $ 1,083 Exercisable at December 31, 2020 6,947,529 $ 0.25 7.0 $ 3,957 The weighted-average grant date fair value of stock options granted during the years ended December 31, 2019, and 2020 was $0.21 per share and $0.40 per share, respectively. As of December 31, 2019, and 2020 total unrecognized compensation expense related to stock options totaled $2,970 and $4,606, respectively, which is expected to be recognized over weighted-average periods of 3.4 years and 3.5 years, respectively. The aggregate intrinsic value of common stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock. The intrinsic value of options exercised in 2019, and 2020, was $6 and $79 respectively. The Company grants common stock to members of its board of directors as payment for their services. During 2019, the Company issued 780,500 shares of common stock to independent directors with an estimated grant date fair value of $0.33 per share and a total value of $258, all of which vested immediately upon issuance. This amount was primarily used to settle a $172 accrual for board member services performed through December 31, 2018, with the remaining $86 representing payment for services rendered in 2019, which is included in stock-based compensation expense for the year ended December 31, 2019. Restricted Stock The fair value of each restricted common stock award is estimated on the date of grant based on the fair value of the Company’s common stock on that same date. Since 2018, the Company has issued 131,925 shares of restricted common stock to independent members of the Board of Directors, members of the Scientific Advisory Board and certain scientific founders, having a fair value of $31, and subject to vesting over periods of 2 to 4 years. A summary of the Company’s restricted stock activity during the years ended December 31, 2019, and 2020 is presented below: SHARES WEIGHTED- GRANT-DATE Unvested shares as of December 31, 2018 40,692 $ 0.23 Vested (12,850 ) 0.23 Unvested shares as of December 31, 2019 27,842 $ 0.23 Granted 40,709 0.46 Vested (31,086 ) 0.36 Unvested shares as of December 31, 2020 37,465 $ 0.37 The total fair value of restricted stock that vested during the year ended December 31, 2019, and 2020 was $3 and $11, respectively. Stock-Based Compensation Expense Stock-based compensation expense recorded as research and development and general and administrative expenses, for employees, directors and non-employees YEAR ENDED DECEMBER 31 2019 2020 Research and development $ 166 $ 306 General and administrative 264 353 $ 430 $ 659 |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
NET LOSS PER SHARE | 15. NET LOSS PER SHARE The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company: NINE MONTHS ENDED 2020 2021 Numerator: Net loss $ (35,763 ) $ (77,638 ) Less: Accruals of dividends of preferred stock (9,101 ) (13,033 ) Net loss available to common stockholders $ (44,864 ) $ (90,671 ) Denominator: Weighted-average common stock outstanding 3,201,202 3,324,547 Net loss per share, basic and diluted $ (14.01 ) $ (27.27 ) The Company’s potential dilutive securities include redeemable convertible preferred stock, unvested restricted stock, common stock options and common and preferred stock warrants that will convert to common stock. The Company excluded the following potential common stock, presented based on amounts outstanding at period end, from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect: NINE MONTHS ENDED 2020 2021 Preferred stock 141,405,233 141,405,233 Convertible debt with accrued interest 9,464,717 9,934,084 Unvested restricted stock 44,737 61,839 Options to purchase common stock 19,477,614 26,490,587 Warrants 1,045,226 1,299,548 171,437,527 179,191,290 | 15. NET LOSS PER SHARE The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company: YEAR ENDED DECEMBER 31, 2019 2020 Numerator: Net loss $ (28,649 ) $ (53,251 ) Less: Accruals of dividends of preferred stock (8,505 ) (13,445 ) Net loss attributable to common stockholders $ (37,154 ) $ (66,696 ) Denominator: Weighted-average common stock outstanding 3,437,367 3,211,968 Net loss per share, basic and diluted $ (10.81 ) $ (20.76 ) The Company excluded the following potential common stock, presented based on amounts outstanding at period end, from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect: YEAR ENDED DECEMBER 31, 2019 2020 Preferred stock 81,220,901 141,405,233 Convertible debt with accrued interest — 9,583,023 Unvested restricted stock 27,842 37,465 Options to purchase common stock 19,701,693 22,538,570 Warrants 171,096 1,045,226 101,121,532 174,609,517 |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Temporary Equity Disclosure [Abstract] | ||
Redeemable Convertible Preferred Stock | 12. REDEEMABLE CONVERTIBLE PREFERRED STOCK Authorized Shares At December 31, 2020, and September 30, 2021, the Company was authorized to issue 145,948,944 shares of redeemable convertible preferred stock with a par value of $0.001 per share (“Preferred Stock”). The following table summarizes details of Preferred Stock authorized, issued and outstanding as of December 31, 2020, and September 30, 2021: Redeemable Convertible Preferred Stock Classes December 31, September 30, Series A-1 redeemable convertible preferred stock, $0.001 par value, 2,865,698 shares authorized, 2,807,571 shares issued and outstanding as of December 31, 2020 and September 30, 2021 Liquidation preference of $6,079 and $6,247 at December 31, 2020 and September 30, 2021 respectively $ 4,411 $ 4,411 Series A-2 redeemable convertible preferred stock, $0.001 par value, 7,018,203 shares authorized, 6,993,693 shares issued and outstanding as of December 31, 2020 and September 30, 2021 Liquidation preference of $18,224 and $18,913 at December 31, 2020 and September 30, 2021 respectively 11,438 11,438 Series A-3 redeemable convertible preferred stock, $0.001 par value, 8,647,679 shares authorized 8,629,505 shares issued and outstanding as of December 31, 2020 and September 30, 2021 Liquidation preference of $28,952 and $30,149 at December 31, 2020 and September 30, 2021 respectively 19,917 19,917 Series B redeemable convertible preferred stock, $0.001 par value, 21,245,353 shares authorized, issued and outstanding as of December 31, 2020 and September 30, 2021 Liquidation preference of $22,567 and $23,656 at December 31, 2020 and September 30, 2021 respectively 18,671 18,671 Series C redeemable convertible preferred stock, $0.001 par value, 35,152,184 shares authorized, 35,092,183 shares issued and outstanding as of December 31, 2020 and September 30, 2021 Liquidation preference of $65,014 and $68,379 at December 31, 2020 and September 30, 2021 respectively 55,851 55,851 Series D redeemable convertible preferred stock, $0.001 par value, 71,019,827 shares authorized, 60,184,332 shares issued and outstanding and as of December 31, 2020 and September 30, 2021 Liquidation preference of $113,736 and $120,261 at December 31, 2020 and September 30, 2021 respectively 108,499 108,499 Total $ 218,787 $ 218,787 The Company’s Preferred Stock have the followings rights and privileges: Voting Rights The holders of each share of Preferred Stock (“Preferred Stockholders”) generally have the right to one vote for each share of common stock into which such Preferred Stock could then convert. On matters on which the holders of shares of a particular series of Preferred Stock have the right to vote separately as a single class, such holders have the right to one vote per share of Preferred Stock of that particular series. Optional Conversion Each share of Preferred Stock is convertible into common stock at any time at the option of the holder. Each share will be converted into such number of shares of common stock as is determined by dividing the applicable original issuance price by the applicable conversion price in effect at the time of the conversion. The conversion price is subject to adjustment upon the happening of specified events, including the issuance or deemed issuance of certain additional shares of common stock, stock splits and combinations, dividends, distributions, mergers and reorganizations. The original issuances prices of the shares of Series A-1, A-2, A-3, A-1, A-2, A-3, a one-for-one basis, A-1, A-2 A-3 Conversion is mandatory at the earlier of the closing of a firm commitment underwritten public offering of the Company’s common stock at a price of at least $5.4354 per share and with net proceeds to the Company of at least $75,000 or at the election of the holders of a majority of the outstanding shares of Series D Preferred Stock. Dividends The holders of Series A-1 A-2, as-converted Redemption The Company’s Preferred Stock may only be redeemed upon a deemed liquidation event as described in the Company’s certificate of incorporation. Upon redemption, holders of shares of Preferred Stock of a particular series are entitled to receive a redemption amount equal to the original issue price of the shares of that series, plus any accrued but unpaid dividends and any declared but unpaid dividends for the shares of that series, subject to the terms summarized in the “Liquidation Preference” section below. Liquidation Preference In the event of any liquidation, dissolution or winding up of the Company, the holders of shares of Preferred Stock of a particular series are entitled to receive an amount per share equal to the greater of (i) the original issuance price of the shares of Preferred Stock of that series, plus any accruing dividends that are unpaid, whether or not declared, plus any other dividends declared but unpaid thereon, or (ii) such amount per share as would have been payable had such shares of Preferred Stock been converted into common stock. Such liquidating distributions are payable first, to the holders of shares of Series D Preferred Stock, second, to the holders of shares of Series C Preferred Stock and Series B Preferred Stock on a pari passu basis, third, to the holders of shares of Series A Preferred Stock on a pari passu basis, and finally, to the holders of shares of common stock. If insufficient assets and funds are available to permit payment of the full amount of the applicable liquidation preference payable to the holders of any series of Preferred Stock (or group of series payable on a pari passu basis), then all available assets and funds will be distributed to the holders of such series (or group of series) on a pro rata basis, taking into account the order of priority set forth in the previous sentence. After payment in full to the Preferred Stockholders, the holders of common stock are entitled to receive the remaining assets of the Company available for distribution on a pro rata basis based on the number of shares held. | 11. REDEEMABLE CONVERTIBLE PREFERRED STOCK The Company has issued Series A-1 A-1 A-2 A-2 A-3 A-3 A-1 A-2 From inception through December 31, 2017, the Company issued and sold 39,676,122 shares of Preferred Stock (Series A-1, A-2, A-3, Series C Preferred Stock – Series D Preferred Stock — non-cash At December 31, 2019, and 2020, the Company’s convertible Preferred Stock consisted of the following: AS OF DECEMBER 31, 2019 PREFERRED PREFERRED CARRYING LIQUIDATION COMMON Series A-1 2,865,698 2,807,571 $ 4,411 $ 5,858 3,550,068 Series A-2 7,018,203 6,993,693 11,438 17,302 9,058,757 Series A-3 8,647,679 8,629,505 19,917 27,347 12,274,540 Series B 21,245,353 21,245,353 18,671 21,108 21,245,353 Series C 35,152,184 35,092,183 55,851 60,470 35,092,183 74,929,117 74,768,305 $ 110,288 $ 132,085 81,220,901 AS OF DECEMBER 31, 2020 PREFERRED PREFERRED CARRYING LIQUIDATION COMMON Series A-1 2,865,698 2,807,571 $ 4,411 $ 6,079 3,550,068 Series A-2 7,018,203 6,993,693 11,438 18,224 9,058,757 Series A-3 8,647,679 8,629,505 19,917 28,952 12,274,540 Series B 21,245,353 21,245,353 18,671 22,567 21,245,353 Series C 35,152,184 35,092,183 55,851 65,014 35,092,183 Series D 71,019,827 60,184,332 108,499 113,736 60,184,332 145,948,944 134,952,637 $ 218,787 $ 254,572 141,405,233 The Company’s Preferred Stock have the followings rights and privileges: Voting Rights The holders of each share of Preferred Stock (“Preferred Stockholders”) generally have the right to one vote for each share of common stock into which such Preferred Stock could then convert. On matters on which the holders of shares of a particular series of Preferred Stock have the right to vote separately as a single class, such holders have the right to one vote per share of Preferred Stock of that particular series. Optional Conversion Each share of Preferred Stock is convertible into common stock at any time at the option of the holder. Each share will be converted into such number of shares of common stock as is determined by dividing the applicable original issuance price by the applicable conversion price in effect at the time of the conversion. The conversion price is subject to adjustment upon the happening of specified events, including the issuance or deemed issuance of certain additional shares of common stock, stock splits and combinations, dividends, distributions, mergers and reorganizations. The original issuances prices of the shares of Series A-1, Series A-2, Series A-3, Series A-1, Series A-2, Series A-3, a one-for-one basis, Series A-1, Series A-2 Series A-3 Conversion is mandatory at the earlier of the closing of a firm commitment underwritten public offering of the Company’s common stock at a price of at least $5.4354 per share and with net proceeds to the Company of at least $75,000 or at the election of the holders of a majority of the outstanding shares of Series D Preferred Stock. Dividends The holders of Series A-1 Series A-2, Series A-3, Company declares, pays, or sets aside any dividends on shares of any class of capital stock of the Company, other than dividends on shares of common stock payable in shares of common stock, the holders of Preferred Stock will be entitled to receive, before or at the same time as such dividends, a dividend on each outstanding share of Preferred Stock in the amount of the accruing dividends unpaid as of such date as well as a comparable dividend on an as-converted Redemption The Company’s Preferred Stock may only be redeemed upon a deemed liquidation event as described in the Company’s certificate of incorporation. Upon redemption, holders of shares of Preferred Stock of a particular series are entitled to receive a redemption amount equal to the original issue price of the shares of that series, plus any accrued but unpaid dividends and any declared but unpaid dividends for the shares of that series, subject to the terms summarized in the “Liquidation Preference” section below. Liquidation Preference In the event of any liquidation, dissolution or winding up of the Company, the holders of shares of Preferred Stock of a particular series are entitled to receive an amount per share equal to the greater of (i) the original issuance price of the shares of Preferred Stock of that series, plus any accruing dividends that are unpaid, whether or not declared, plus any other dividends declared but unpaid thereon, or (ii) such amount per share as would have been payable had such shares of Preferred Stock been converted into common stock. Such liquidating distributions are payable first, to the holders of shares of Series D Preferred Stock, second, to the holders of shares of Series C Preferred Stock and Series B Preferred Stock on a pari passu basis, third, to the holders of shares of Series A Preferred Stock on a pari passu basis, and finally, to the holders of shares of common stock. If insufficient assets and funds are available to permit payment of the full amount of the applicable liquidation preference payable to the holders of any series of Preferred Stock (or group of series payable on a pari passu basis), then all available assets and funds will be distributed to the holders of such series (or group of series) on a pro rata basis, taking into account the order of priority set forth in the previous sentence. After payment in full to the Preferred Stockholders, the holders of common stock are entitled to receive the remaining assets of the Company available for distribution on a pro rata basis based on the number of shares held. |
License Agreement
License Agreement | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
License Agreement [Abstract] | ||
LICENSE AGREEMENT | 4. LICENSE AGREEMENT In August 2020, the Company entered into a Development and Option Agreement (the “Development and Option Agreement”) with Acuitas Therapeutics, Inc. (“Acuitas”). Under the terms of the Development and Option Agreement, the parties agreed to a program for the joint development of certain products combining the Company’s mRNA constructs with Acuitas’s liquid nanoparticle technology (“Acuitas LNP Technology”). Upon entering the Development and Option Agreement, the Company incurred a $750 technology access fee. Under the Development and Option Agreement, the Company may reserve up to three specified targets (“Reserved Targets”) for development of therapeutic products related to such targets, using the Acuitas LNP Technology. In order to reserve a Reserved Target, the Company must provide a target reservation notice to Acuitas and must pay a target reservation and maintenance fee of $100 per target per contract year. For each Reserved Target, the Company may also reserve up to three additional vaccine or antibody targets meant to be included within the same product as the Reserved Target (“Additional Targets”), which incur additional target reservation fees per contract year. Under the Development and Option Agreement, the Company is required to maintain at least one Reserved Target. Under the Development and Option Agreement, the Company has the right to exercise a license option to develop and commercialize one or more therapeutic products relating to each Reserved Target. In the event that the Company exercises the options, the Company will pay $1,500 for the first non-exclusive license, $1,750 for the second non-exclusive license and $2,750 for the third non-exclusive license. Under the terms of the Development and Option Agreement, the Company is also responsible for the full-time employee funding obligations and reimbursements to Acuitas for certain development and material costs incurred by them, which is currently approximately $350 per year. In January 2021, the Company exercised the first option under the Development and Option Agreement and entered into a non-exclusive license agreement with Acuitas (the “Acuitas License Agreement”), under which the Company was granted a non-exclusive, worldwide, sublicensable license under the Acuitas LNP Technology to research, develop, manufacture, and commercially exploit vaccine products consisting of certain of the Company’s mRNA constructs and Acuitas’s LNP technology. In connection with the option exercise, the Company paid Acuitas an option exercise fee of $1,500. Under the Acuitas License Agreement, the Company is required to pay Acuitas an annual license maintenance fee of $1,000 for the first and second targets and $750 for the third target until the Company achieves a particular development milestone. Acuitas is entitled to receive potential clinical and regulatory milestone payments in in the low double-digit millions for this exercised option. With respect to the sale of each licensed product, the Company is also obligated to pay Acuitas percentage royalties in the low single digits on net sales of the licensed products by the Company and its affiliates and sublicensees in a given country until the last to occur, in such country, of (i) the expiration or abandonment of all licensed patent rights covering the licensed product, (ii) expiration of any regulatory exclusivity for the licensed product, or (iii) ten years from the first commercial sale of the licensed product. The option exercise fee under the Development and Option Agreement was recorded as research and development expense upon the Company’s exercise of the first option. Additionally, the technology access fees, target reservation and maintenance fees, expenses associated with the full-time employee funding obligations and reimbursements for development and material costs incurred by Acuitas are recorded as research and development expense when incurred. The annual maintenance fee will be recorded as an expense on an annual basis based on the stated amount for the applicable year. Upon determination that a milestone payment is probable to occur, the amount of the milestone payment will be recorded as research and development expense. As the triggering of these milestone payments was not considered probable as of September 30, 2021, no expense has been recorded for the nine months ended September 30, 2021. The royalty payment is contingent upon sales of licensed products under the Acuitas License Agreement. As such, when such expenses are considered probable and estimable at the commencement of sales, the Company will accrue royalty expense for the amount the Company is obligated to pay. The Company recorded an aggregate of $750 and $2,000 of research and development expenses, consisting of the technology access fees | 18. LICENSE AGREEMENT In August 2020, the Company entered into a Development and Option agreement (the “Development and Option Agreement”) with Acuitas Therapeutics, Inc. (“Acuitas”). Under the terms of the Development and Option Agreement, the parties agreed to a program for the joint development of certain products combining the Company’s mRNA constructs with Acuitas’s liquid nanoparticle technology (“Acuitas LNP technology”). Upon entering the Development and Option Agreement, the Company incurred a $750 Technology Access Fee. Under the Development and Option Agreement, the Company may reserve up to three specified targets (“Reserved Targets”) for development of therapeutic products related to such targets, using the Acuitas LNP Technology. In order to reserve a Reserved Target, the Company must provide a Target Reservation Notice to Acuitas and must pay a Target Reservation and Maintenance Fee of $100 per target per contract year. For each Reserved Target, the Company may also reserve up to three additional vaccine or antibody targets meant to be included within the same product as the Reserved Target (“Additional Targets”) which incur additional Target Reservation Fee per contract year. Under the Development and Option Agreement, the Company is required to maintain at least one Reserved Target. Under the Development and Option Agreement, the Company has the right to exercise a license option to develop and commercialize one or more therapeutic products relating to each Reserved Target. In the event that the Company exercises the options, the Company will pay $1,500 for the first non-exclusive license, second non-exclusive license non-exclusive During the year ended December 31, 2020, the Company recorded an aggregate of $750 of research and development expenses, consisting of the payments made for technology access fees. The option exercise fees under the Development and Option Agreement will be recorded as research and development expense, if and when the Company exercises such options. Additionally, the technology access fees, target reservation and maintenance fees, expenses associated with the FTE funding obligations and reimbursements for development and material costs incurred by Acuitas are recorded as research and development expense when incurred. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 16. INCOME TAXES As the Company generated net operating losses (“NOLs”) during 2019 and 2020, has generated historical NOLs, and is forecasting to continue to generate NOLs, the Company did not record a provision for or benefit from income taxes for the years ended December 31, 2019, and 2020. A reconciliation of the Company’s effective tax rate to the statutory federal income tax rate is as follows for the years ended December 31, 2019, and 2020: YEAR ENDED DECEMBER 31, 2019 2020 Federal income tax (benefit)/expense at statutory rate 21.0 % 21.0 % State income tax benefit 6.0 % 5.4 % Permanent items -0.3 % -0.2 % Change in Valuation Allowance -29.7 % -29.3 % Federal R&D Tax Credits 3.1 % 3.1 % Other -0.1 % 0.0 % Effective income tax rate 0.0 % 0.0 % Deferred tax assets and liabilities reflect the net tax effects of NOLs and tax credit carryforwards and temporary differences between the carrying amount of assets and liabilities for financial reporting and the amounts used for tax purposes. Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2019, and 2020 were as follows: YEAR ENDED DECEMBER 31, 2019 2020 Deferred tax assets Federal net operating loss carryforwards $ 13,626 $ 26,464 State net operating loss carryforwards 3,807 6,542 Tax credits 1,759 4,059 Stock based compensation 17 89 Capitalized research and development expenses 5,157 4,398 Accruals and other 517 763 Total deferred tax assets 24,883 42,315 Valuation allowance (24,340 ) (39,965 ) Total net deferred tax assets $ 543 $ 2,350 Deferred tax liabilities Depreciation and amortization $ (543 ) $ (2,350 ) Total deferred tax liabilities $ (543 ) $ (2,350 ) Total deferred tax assets (liability) $ — $ — As of December 31, 2020, the Company had federal NOL carryforwards of $126,017 and state NOL carryforwards of approximately $ 103,517, which are available to reduce future taxable income. The Company also had federal tax credits of $3,490 as of December 31, 2020. The federal NOLs generated before 2018 of approximately $27,104 will expire at various dates through 2037, and NOL carryforwards generated after 2017 of approximately $98,913 have an indefinite carryforward period. The state NOLs and tax credit carryforwards will expire at various dates through 2040. After consideration of all the evidence, both positive and negative, the Company has recorded a valuation allowance against its deferred tax assets at December 31, 2019, and 2020 because the Company’s management has determined that it is more likely than not that these assets will not be fully realized. Utilization of the NOL carryforwards and research and development tax credit carryforwards may be subject to a substantial annual limitation under Section 382 of the Internal Revenue Code of 1986 due to ownership changes that have occurred previously or that could occur in the future. These ownership changes may limit the amount of NOL and research and development credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. The Company has not currently completed an evaluation of ownership changes through December 31, 2020, to assess whether utilization of the Company’s NOL or research and development credit carryforwards would be subject to an annual limitation under Section 382. To the extent an ownership change occurs in the future, the NOL and credit carryforwards would be subject to limitation. Further, until a study is completed, and any limitation is known, no amounts are being presented as an uncertain tax position. As of December 31, 2019, and 2020, the Company had not recorded any uncertain tax provisions. The Company files income tax returns in the U.S. federal and various state jurisdictions. The federal and state income tax returns are generally subject to examinations for the tax years ended December 31, 2017, through December 31, 2020. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the Internal Revenue Service or state tax authorities to the extent utilized in a future period. There are currently no federal or state audits in process. |
Subsequent Events
Subsequent Events | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Subsequent Events | 17. SUBSEQUENT EVENTS The Company has completed an evaluation of all subsequent events through December 6, 2021, the date these unaudited condensed consolidated financial statements were available to be issued. There were no subsequent events that require adjustments to or disclosure in the financial statements, except for those referenced below. Operating Leases In October 2021, the Company entered into a lease for new laboratory, office and greenhouse space in Research Triangle Park, North Carolina, with an anticipated commencement date of November 2021 for the greenhouse space and July 2022 for the laboratory and office space. The lease term expires in July 2033 In November 2021, the Company entered into a lease for additional laboratory and office space in Rochester, New York. The initial term of the lease is 41 months, expiring on March 31, 2025, unless otherwise extended. Base rent for this lease is $92 per year with annual escalations for cost-of-living adjustments. Contract Manufacturing In November 2021, the Company engaged Samsung Biologics Co., Ltd. (“Samsung”) as a contract development and manufacturing organization for its mRNA COVID-19 vaccine pursuant to a Master Services Agreement (the “MSA”) and a Product Specific Agreement (the “PSA”, and together with the MSA, the “Samsung Agreements”). Under the Samsung Agreements, Samsung will perform pharmaceutical development and manufacturing services for the Company over a period of years at Samsung’s South Korean facility in exchange for service fees. Under these agreements, the Company must purchase certain minimum quantities of drug products. The Company agreed that, if it enters into a purchase agreement for commercial quantities of drug product, it will pay Samsung, on a minimum take-or-pay basis for each year under that agreement, for its minimum purchase commitments, as determined pursuant to the terms of the Samsung Agreements. Based on the Company’s minimum purchase commitments, the Company expects to pay Samsung a minimum of approximately $11.5 million in service fees under the Samsung Agreements, excluding the cost of raw materials, which the Company must supply to Samsung separately. These fees include initial technology and analytical method transfer fees, process development and scale-up fees, process characterization fees, an annual project management fee, and per-batch engineering and cGMP run fees. Based on the Company’s current schedule, the Company expects to incur the substantial majority of these expenses in 2022 and a portion in the first quarter of 2023. If the Company moves to commercial production, the agreement provides for additional process validation, inspection, cleaning, stability testing and commercial production fees, most of which would be incurred on a per-batch basis. The Samsung Agreements will terminate after a period of years unless earlier terminated or extended in accordance with their terms. If the Company terminates the Samsung Agreements, the Company will generally be responsible for paying the purchase price for its aggregate product commitment for the remainder of the term, less any amounts it has already paid. Samsung agreed that, at or before the end of the term of the Samsung Agreements, it will assist the Company to transfer the commercial scale manufacturing process to a facility designated by the Company. The Samsung Agreements impose limits on Samsung’s liability to the Company for breaches of the agreements. Business Combination In November 2021, in connection with the Business Combination, ENVI entered into additional subscription agreements with new investors and existing GreenLight investors to subscribe for and purchase an additional 1,900,000 shares of its Class A common stock (the “Additional PIPE Financing”) that will result in additional gross proceeds of $19,000 upon the closing of the Additional PIPE Financing. The closing of the Business Combination is a precondition to the Additional PIPE Financing. GreenLight Biosciences is expected to receive aggregate net proceeds of approximately $300,400 or $97,600, inclusive of both the PIPE Financing and the Additional PIPE Financing, upon the closing of the Business Combination, assuming either no redemptions or maximum redemptions, respectively, are made by stockholders of ENVI. | 19. SUBSEQUENT EVENTS The Company has completed an evaluation of all subsequent events through September 7, 2021, the date these consolidated financial statements were available to be issued. Merger with Environmental Impact Acquisition Corp. On August 9, 2021, the Company and Environmental Impact Acquisition Corp. (“ENVI”) signed a definitive business combination agreement, which will result in ENVI acquiring 100% of the Company’s issued and outstanding equity securities (the “Business Combination”). The proposed merger will be accounted for as a “reverse recapitalization” in accordance with U.S. GAAP. Under the reverse recapitalization model, the Business Combination will be treated as GreenLight Biosciences issuing equity for the net assets of ENVI, with no goodwill or intangible assets recorded. Under this method of accounting, ENVI will be treated as the “acquired” company for financial reporting purposes. This determination is primarily based on the fact that subsequent to the merger, the Company’s stockholders are expected to have a majority of the voting power of the combined company, the Company will comprise all of the ongoing operations of the combined entity, Company representatives will comprise a majority of the governing body of the combined company, and the Company’s senior management will comprise all of the senior management of the combined company. As a result of the proposed merger, ENVI will be renamed GreenLight Biosciences, Inc. The boards of directors of both ENVI and GreenLight Biosciences have approved the proposed merger transaction. GreenLight Biosciences is expected to receive aggregate net proceeds of approximately $282.3 million, inclusive of the PIPE financing, upon the closing of the Business Combination, assuming no redemptions are made by stockholders of ENVI, and will operate under the current GreenLight Biosciences management team upon the closing of the Business Combination. In connection with the Business Combination, ENVI has entered into agreements with new investors and existing GreenLight investors to subscribe for and purchase an aggregate of 10.5 million shares of its Class A common stock (the “PIPE Financing”) that will result in gross proceeds of $105.3 million upon the closing of the PIPE Financing. The closing of the Business Combination is a precondition to the PIPE Financing. Subject to the terms of the business combination agreement, at the effective time of the merger (the “Effective Time”), each outstanding share of capital stock of GreenLight (other than treasury shares and shares with respect to which appraisal rights under the Delaware General Corporation Law are properly exercised and not withdrawn) will be exchanged for shares of Class A common stock of ENVI, and outstanding GreenLight options and warrants to purchase shares of capital stock of GreenLight (whether vested or unvested) will be converted into comparable options and warrants to purchase Class A common stock of ENVI, in each case at the exchange rate applicable to the relevant class of capital stock. Completion of the PIPE Financing and proposed merger transactions is subject to approval of ENVI stockholders and the satisfaction or waiver of certain other customary closing conditions. The approval from ENVI stockholders is expected in late 2021. Debt Funding On March 29, 2021, the Company entered into a master equipment financing agreement with Trinity Capital (“Trinity”) authorizing equipment financing in the aggregate of $11,250 with advances to be made as follows: (1) up to $5,000 at execution of the agreement and (2) remaining balance to be drawn at Company’s option no later than September 1, 2021. The Company and Trinity will enter into one or more equipment financing schedules which represent a drawdown and list the equipment to be financed. The monthly payment factors under each financing schedule will be fixed for the term of such schedule. The monthly payment factors are determined by Trinity based on the Prime Rate reported in The Wall Street Journal on the first day of the month in which a schedule is executed, which as of the effective date of the equipment financing agreement was 3.25%. The monthly payment factors will be adjusted for each subsequent drawdown, using the then existing Prime Rate; however, in no event will a downward adjustment occur that is below the monthly payment factor set forth in the first schedule. As of September 7, 2021, the Company has drawn a cumulative of $11,250 under three separate schedules, with effective dates of March 29, 2021 for a borrowing of $3,341, June 17, 2021 for a borrowing of $4,378 and August 31, 2021 for a borrowing of $3,531. The amounts borrowed are repayable in equal monthly installments over 36 month periods commencing with each respective borrowing in April, July and September of 2021. In conjunction with this financing, the Company also issued a warrant to purchase up to 219,839 shares of common stock at a price of $0.82 per share. Operating Leases On January 11, 2021, the Company entered into an expansion of its Woburn lab space lease effective from March 1, 2021, that was amended on March 22, 2021, and further amended on April 14, 2021, for additional space effective from April 1, 2021, and June 1, 2021, respectively. The lease term has an end date of February 14, 2024. The increase in base rent resulting from these amendments is $579 with annual escalations for cost-of-living adjustments. On February 22, 2021, the Company entered into a sublease agreement for additional lab space in Medford, Massachusetts. The initial term of the lease is 48 months, expiring on February 28, 2025, unless otherwise extended. Base rent for this lease is $686. On June 23, 2021, the Company entered into an operating lease agreement for additional office space in Medford, Massachusetts. The initial term of the lease is 44 months, expiring on February 28, 2025, unless otherwise extended. Base rent for this lease is $274 with annual escalations for cost-of-living adjustments. | |
Environmental Impact Acquisition Corp [Member] | |||
Subsequent Events | NOTE 8 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Other than as described in these financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial Audit Opinion. | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the operations of the Company and its wholly owned subsidiaries, GLPRI and GLSC. All intercompany transactions and balances have been eliminated in consolidation. | ||
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses, and the disclosure of contingent assets and liabilities as of and during the reporting period. The Company bases its estimates and assumptions on historical experience when available and on various factors that it believes to be reasonable under the circumstances. This process may result in actual results differing materially from those estimated amounts used in the preparation of the financial statements if these results differ from historical experience, or other assumptions do not turn out to be substantially accurate, even if such assumptions are reasonable when made. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, revenue recognition, the accrual of research and development costs, acquisition of in-process research | ||
Operating Segments | Operating Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is made available for evaluation by the chief operating decision maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The CODM is the Company’s Chief Executive Officer. The Company manages its operations as a single | ||
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. The Company’s cash equivalents in the consolidated balance sheets at December 31, 2019, and 2020, were $25,916 and $95,068 respectively, which approximates fair value and were determined based upon Level 1 inputs. The money market account is valued using quoted market prices with no valuation adjustments applied and is categorized as Level 1. | ||
Restricted Cash | Restricted Cash The Company maintains a letter of credit in conjunction with one of the Company’s lease agreements. As of December 31, 2019, and 2020, the underlying cash balance securing this letter of credit of $30 and $80 respectively, was classified as a noncurrent asset in the consolidated balance sheets based on the terms of the lease agreement. | ||
Concentrations of Credit Risk | Concentrations of Credit Risk The Company has no significant off-balance | ||
Fair Value Measurements | Fair Value Measurements ASC 820, Fair Value Measurements and Disclosures ASC 820 identifies fair value as the exchange price, or 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 a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes between the following: • Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. • Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for a similar asset or liability, either directly or indirectly. • Level 3 inputs are unobservable inputs that reflect the Company’s own assumptions about the inputs that market participants would use in pricing the asset or liability. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. | ||
Property and Equipment | Property and Equipment Property and equipment are recorded at cost and depreciated over the estimated useful lives of the related assets using the straight-line method. Maintenance and repairs to an asset that do not improve or extend its life are expensed in the period incurred. Expenditures made to improve or extend the life of property and equipment are capitalized. Leasehold improvements are depreciated over the shorter of the useful life of the improvements or the remaining term of the associated lease. The estimated useful lives of property and equipment are as follows: ESTIMATED USEFUL LIFE Laboratory equipment 5 years Computer equipment and software 3 years Leasehold improvements Shorter of useful life or lease term Property and equipment subject to a capital lease are depreciated over useful life or the term of the lease. Construction in progress is stated at cost, which includes direct costs attributable to the setup or construction of the related asset. When assets are retired or otherwise disposed of, the assets and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is reflected in the Company’s statement of operations. | ||
Acquired In-process Research and Development | Acquired In-process In 2020, the Company adopted ASU 2017-01, Business 2017-01, in-process The Company applied asset acquisition treatment in accounting for the acquisition of the intangible assets of Bayer Crop Science, LLP acquired during the year ended December 31, 2020. | ||
Impairment of Long-lived Assets | Impairment of Long-lived Assets The Company evaluates its long-lived assets, which consist primarily of property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Such events and circumstances include, but are not limited to, significant decreases in the market value of an asset, adverse changes in the extent or manner in which the asset is being used, or significant changes in business climate. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. During the years ended December 31, 2019, and 2020, no impairment indicators were identified. | ||
Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred Stock The Company classifies redeemable convertible Preferred Stock (“Preferred Stock”) as temporary equity in the accompanying consolidated balance sheets due to certain redemption events that are not within the Company’s control such as a liquidation, winding up, certain mergers, and the occurrence of a deemed liquidation event as defined in the Company’s certificate of incorporation. In the event of a deemed liquidation event, the proceeds from the event are distributed in accordance with liquidation preferences (Note 11). As of December 31, 2019, and 2020, none of the circumstances under which the Company’s Preferred Stock would become redeemable are probable, and, as a result, the Company does not accrete the carrying values of the Preferred Stock to the redemption values. Subsequent adjustments of the carrying values to the ultimate redemption values will be made only when it becomes probable that such a liquidation event will occur. | ||
Treasury Stock | Treasury Stock Treasury stock purchases are accounted for under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock. Upon retirement of treasury stock, the Company allocates any excess of stock repurchase price over par value between additional paid-in | ||
Preferred Stock Warrants | Preferred Stock Warrants The Company applies relevant accounting guidance for warrants to purchase the Company’s stock based on the nature of the relationship with the counterparty. For warrants issued to investors or lenders in exchange for cash or other financial assets, the Company follows guidance issued within ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging For warrants issued to nonemployees for goods or services, or to customers as non-cash Compensation – Stock Compensation | ||
Contract Revenue | Contract Revenue The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers • Identify the contract with a customer • Identify the performance obligations in the contract • Determine the transaction price • Allocate the transaction price to the performance obligations in the contract • Recognize revenue when or as performance obligations are satisfied As of December 31, 2019, and 2020, all contract revenue was generated from a collaboration agreement with Ingredion Incorporated (“Ingredion”) to develop a semicontinuous cell-free production process for the commercial production of certain molecules using biological synthesis tools and proprietary technology developed by GreenLight. The Ingredion Agreement is within the scope of ASC 606. Under ASC 606, an entity recognizes revenue when or as its customer obtains control of distinct promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. Our customer arrangements primarily consist of a license, rights to our intellectual property, and research and developments services. Performance obligations are promises in a contract to transfer a distinct good or service to the customer and are considered distinct when (i) the customer can benefit from the good or service on its own or together with other readily available resources and (ii) the promised good or service is separately identifiable from other promises in the contract. In assessing whether promised goods or services are distinct, we consider factors such as the stage of development of the underlying intellectual property, the capabilities of the customer to develop the intellectual property on its own, or whether the required expertise is readily available and whether the goods or services are integral or dependent to other goods or services in the contract. The Company estimates the transaction price based on the amount expected to be received for transferring the promised goods or services in the contract. The consideration may include fixed consideration or variable consideration. At the inception of each arrangement that includes variable consideration, the Company evaluates the amount of potential payments and the likelihood that the payments will be received. The Company utilizes either the most likely amount method or expected amount method to estimate the amount expected to be received based on which method best predicts the amount expected to be received. The amount of variable consideration, which is included in the transaction price, may be constrained and is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period when the variability is resolved. Under the collaboration agreement with Ingredion, the variability related to the variable consideration would be resolved when the Company has successfully achieved pilot scale production that satisfies specified volume, yield, and cost targets (“Milestone 2”). For revenue related to sales-based royalties received from licensees, including milestone payments based on the level of sales, where the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any consideration related to sales-based royalty revenue resulting from the Ingredion collaboration agreement. The Company allocates the transaction price based on the estimated stand-alone selling price of each of the performance obligations and develops assumptions that require judgment to determine the stand-alone selling price for each performance obligation identified in a contract with a customer. The Company utilizes key assumptions to determine the stand-alone selling price for service obligations, which may include other comparable transactions, pricing considered in negotiating the transaction, and the estimated costs. Any variable consideration is allocated specifically to one or more performance obligations in a contract when the terms of the variable consideration relate to the satisfaction of the performance obligation and the resulting amounts allocated are consistent with the amounts we would expect to receive for the satisfaction of each performance obligation. The consideration allocated to each performance obligation is recognized as revenue when control is transferred for the related goods or services. For performance obligations that consist of licenses and other promises, the Company applies judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. The Company has determined that the license and R&D services under the Ingredion agreement are a single combined performance obligation satisfied over time. The Company must select a single measure of progress that best depicts the Company’s measurement of progress. ASC 606-10-26-33 | ||
Grant Revenue | Grant Revenue In July 2020, we entered into a grant agreement with the Bill & Melinda Gates Foundation to advance research in in vivo gene therapy for sickle cell disease and to explore new, low-cost | ||
Deferred Revenue | Deferred Revenue Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue in the Company’s consolidated balance sheets. If the related performance obligation is expected to be satisfied within the next twelve months, the related deferred revenue will be classified in current liabilities. | ||
Research and Development Costs | Research and Development Costs Research and development expenses consist primarily of costs related to discovery and research and development of products, including personnel expenses, stock-based compensation expense, allocated facility-related and depreciation expenses, third-party license fees, and external costs of outside vendors engaged to conduct field trials and clinical development activities. The Company records accruals for estimated costs incurred of our field trials, preclinical studies, and manufacturing development. A portion of our field trials, preclinical studies, and manufacturing development activities are conducted by third-party service providers, including contract research organizations and contract manufacturing organizations. The financial terms of these contracts may result in payments that do not match the periods over which materials or services are provided. We accrue the costs incurred under the agreements based on an estimate of actual work completed in accordance with the agreements. In the event we make advance payments for goods or services that will be used or rendered for future research and development activities, the payments are deferred and capitalized as a prepaid expense and recognized as expense as the goods are received or the related services are rendered. Research and development costs that do not meet the requirements to be recognized as an asset as the associated future benefits are uncertain and there is are no alternative future use at the time the costs were incurred are expensed as incurred. | ||
Patent and Trademark Costs | Patent and Trademark Costs All patent and trademark related costs incurred in connection with filing and prosecuting patent and trademark applications are expensed as incurred due to uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses. | ||
Stock-Based Compensation Expense | Stock-Based Compensation Expense The Company accounts for all stock-based payment awards granted to employees and non-employees as No. 2018-07, non-employee No. 2018-07 non-employees The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The Company has historically been a private company and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. The Company uses the simplified method as prescribed by the Securities and Exchange Commission Staff Accounting Bulletin No. 107, Share-Based Payment non-employees, No. 2018-07, non-employees No. 2018-07, non-employees | ||
Deferred Offering Costs | Deferred Offering Costs As of September 30, 2021, the Company capitalized deferred offering costs of $2,590. Deferred offering costs include certain legal, accounting, consulting and other third-party fees incurred directly related to the anticipated business combination. The Company will keep deferred offering costs classified as a long-term asset until the closing or termination of the business combination. At the closing of the business combination, these costs will be recorded in stockholders’ deficit as a reduction of additional paid-in capital. Should the business combination to which those costs relate no longer be considered probable of being consummated, all deferred offering costs will be charged to operating expenses in the statement of operations at such time. | ||
Income Taxes | Income Taxes The Company is primarily subject to U.S. federal, Massachusetts, North Carolina and New York state income taxes. The Company accounts for income taxes using the asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities represent future tax consequences of temporary differences between the consolidated financial statement carrying amounts and the tax basis of assets and liabilities and for loss carryforwards using enacted tax rates expected to be in effect in the years in which the differences reverse. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company also recognizes a tax benefit from uncertain tax positions only if it is “more likely than not” that the position is sustainable based on its technical merits. We evaluate uncertain tax positions on a regular basis. The evaluations are based on several factors, including changes in facts and circumstances, and changes in tax law. Interest and penalties related to unrecognized tax benefits are included within the provision for income tax. To date, we have not been subject to any interest or penalties. | ||
Net Income (Loss) Per Common Share | Net Loss per Share Basic net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed using the weighted-average number of common shares outstanding during the period and, if dilutive, the weighted-average number of potential shares of common stock. Net loss per share attributable to common stockholders is calculated using the two-class method, which security. Net loss attributable to common stockholders and participating preferred shares are allocated to each share on an as-converted Diluted net loss per share is computed using the more dilutive of (a) the two-class if-converted Common stock equivalent shares are excluded from the computation of diluted net loss per share if their effect is antidilutive. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is generally the same as basic net loss per share attributable to common stockholders since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The Company reported a net loss attributable to common stockholders for the years ended December 31, 2019, and 2020. | ||
Comprehensive Loss | Comprehensive Loss Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner | ||
Recent Accounting Standards | Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight- line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less may be accounted for in a manner similar to the guidance for operating leases that applies before the new standard takes effect. As the Company has elected to use the extended transition period for complying with new or revised accounting standards as available under the Jumpstart Our Business Startups Act (“JOBS Act”), the standard is effective for the Company beginning January 1, 2022, with early adoption permitted. The Company engaged an external third party to assist with the adoption of ASU 2016-02 and expects the guidance to have a material impact on its consolidated balance sheets due to the recording of right of use assets and lease liabilities for leases in which it is a lessee and which it currently treats as operating leases. The Company continues to evaluate the impact of the new guidance. | Recently Adopted Accounting Pronouncements Effective January 1, 2020, the Company early adopted ASU No. 2018-08, Not-for-Profit “ ASU No. 2018-08 ” ) No. 2018-08 not-for-profit No. 2018-08. ASU 2018-08 In February 2016, the FASB issued ASU No. 2016-02, Leases right-of-use | |
Environmental Impact Acquisition Corp [Member] | |||
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on January 13, 2021, as well as the Company’s Current Report on Form 8-K, | |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. | ||
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed consolidated financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 30, 2020. | |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs consisted of legal, accounting and other expenses incurred through the balance sheet date that were directly related to the Initial Public Offering. On January 19, 2021, offering costs amounting to $773,917 were charged to stockholders’ equity upon the completion of the Initial Public Offering (see Note 1). As of December 31, 2020, there were $181,027 of deferred offering costs recorded in the accompanying balance sheet. | ||
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and is measured at redemption value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021 and December 31, 2020, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. Accordingly, at September 30, 2021 and December 31, 2021, Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. At September 30, 2021, the Class A common stock subject to possible redemption reflected in the condensed consolidated balance sheet are reconciled in the following table: Gross proceeds $ 207,000,000 Less: Proceeds allocated to Public Warrants (11,902,500 ) Class A common stock issuance costs (723,739 ) Plus: Accretion of carrying value to redemption value 12,626,239 Class A common stock subject to possible redemption $ 207,000,000 | ||
Warrant Liability | Warrant Liabilities The Company accounts for the Public Warrants (as defined in Note 4) and Private Placement Warrants (together, with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40-15-under re-measurement | ||
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred taxes were deemed to be de minimus as of December 31, 2020. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimus as of December 31, 2020. | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2021 and December 31, 2020, the Company had deferred tax assets with a full valuation allowance recorded against them. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s currently taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative costs are generally considered start-up start-up | |
Net Income (Loss) Per Common Share | Net Loss Per Common Share Net loss per share of common stock is computed by dividing net loss by the weighted average number of common shares outstanding during the period, excluding shares of common stock subject to forfeiture. Weighted average common shares were reduced for the effect of an aggregate of 675,000 shares of Class B common stock that were subject to forfeiture by the Sponsor if the over-allotment option was not exercised by the underwriter (see Note 5). At December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per common share is the same as basic loss per common share for the period presented. | Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company applies the two-class The calculation of diluted income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 13,100,000 shares of Class A common stock in the aggregate. As of September 30, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) loss per common share is the same as basic net income (loss) per common share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended Nine Months Ended For the Period Class A Class B Class A Class B Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted $ (1,221,250 ) $ (305,312 ) $ (2,765,190 ) $ (743,009 ) $ — $ (878 ) Denominator: Basic and diluted weighted average shares outstanding 20,700,000 5,175,000 19,335,165 5,130,495 — 4,500,000 Basic and diluted net loss per common share $ (0.06 ) $ (0.06 ) $ (0.14 ) $ (0.14 ) $ — $ (0.00 ) | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheet, primarily due to their short-term nature. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheets, primarily due to their short-term nature, except for the warrant liabilities (see Note 10). | |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06 815-40) 2020-06”)”, 2020-06 2020-06 if-converted 2020-06 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) - Environmental Impact Acquisition Corp [Member] | 9 Months Ended |
Sep. 30, 2021 | |
Schedule of revision on the company's financial statement | Balance Sheet as of January 19, 2021 (audited) As Previously Adjustment As Restated Class A common stock subject to possible redemption $ 188,080,750 $ 18,919,250 $ 207,000,000 Class A common stock $ 189 $ (189 ) $ — Additional paid-in $ 6,323,303 $ (6,323,303 ) $ — Accumulated deficit $ (51,506 ) $ (12,595,758 ) $ (12,647,264 ) Total Stockholders’ Equity (Deficit) $ 6,272,504 $ (18,919,250 ) $ (12,646,746 ) Balance Sheet as of March 31, 2021 (unaudited) Class A common stock subject to possible redemption $ 190,439,030 $ 16,560,970 $ 207,000,000 Class A common stock $ 166 $ (166 ) $ — Additional paid-in $ 3,959,047 $ (3,959,047 ) $ — Accumulated deficit $ 1,040,271 $ (12,601,757 ) $ (11,561,486 ) Total Stockholders’ Equity (Deficit) $ 5,000,002 $ (16,560,970 ) $ (11,560,968 ) Balance Sheet as of June 30, 2021 (unaudited) Class A common stock subject to possible redemption $ 187,414,590 $ 19,585,410 $ 207,000,000 Class A common stock $ 196 $ (196 ) $ — Additional paid-in $ 6,983,457 $ (6,983,457 ) $ — Accumulated deficit $ (1,984,165 ) $ (12,601,757 ) $ (14,585,922 ) Total Stockholders’ Equity (Deficit) $ 5,000,006 $ (19,585,410 ) $ (14,585,404 ) |
Schedule of statement of cash flows | Statement of Cash Flows for the Three Months Ended As Previously Adjustment As Restated Initial classification of Class A ordinary shares subject to possible redemption $ 190,439,030 $ 16,560,970 $ 207,000,000 Change in value of Class A ordinary shares subject to possible redemption (12,816,720 ) 12,816,720 — Statement of Cash Flows for the Six Months Ended June 30, 2021 (unaudited) Initial classification of Class A ordinary shares subject to possible redemption $ 187,414,590 $ 19,585,410 $ 207,000,000 Change in value of Class A ordinary shares subject to possible redemption (3,024,440 ) 3,204,440 — |
Schedule of statement of changes in stockholders' equity | Statement of Changes in Stockholders’ Equity (Deficit) As Previously Adjustment As Restated Sale of 20,700,000 Class A shares, net of underwriting discounts $ 194,373,761 $ (194,373,761 ) $ — Accretion for Class A common stock to redemption amount — (12,626,239 ) (12,626,239 ) Change in value of Class A common stock subject to redemption (190,439,030 ) 190,439,030 — Total stockholders’ equity (deficit) 5,000,002 (16,560,970 ) (11,560,968 ) Statement of Changes in Stockholders’ Equity (Deficit) June 30, 2021 Change in value of Class A common stock subject to redemption $ 3,024,440 $ (3,024,440 ) $ — Total stockholders’ equity (deficit) 5,000,006 (19,585,410 ) (14,585,404 ) |
Schedule of weighted average shares outstanding basic and diluted | As Previously As Restated As Previously As Restated As As Restated Basic and diluted weighted average shares outstanding, Class A common stock 20,700,000 16,560,000 20,700,000 20,700,000 20,700,000 18,641,436 Basic and diluted net loss per share, Class A common stock $ — $ 0.05 $ — $ (0.12 ) $ — $ (0.08 ) Basic and diluted weighted average shares outstanding, Class B common stock 5,032,500 5,040,000 5,175,000 5,175,000 5,107,873 5,107,873 Basic and diluted net loss per share, Class B common stock $ 0.21 $ 0.05 $ (0.58 ) $ (0.12 ) $ (0.39 ) $ (0.08 ) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Schedule of basic and diluted net income (loss) per common share | The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company: NINE MONTHS ENDED 2020 2021 Numerator: Net loss $ (35,763 ) $ (77,638 ) Less: Accruals of dividends of preferred stock (9,101 ) (13,033 ) Net loss available to common stockholders $ (44,864 ) $ (90,671 ) Denominator: Weighted-average common stock outstanding 3,201,202 3,324,547 Net loss per share, basic and diluted $ (14.01 ) $ (27.27 ) | The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company: YEAR ENDED DECEMBER 31, 2019 2020 Numerator: Net loss $ (28,649 ) $ (53,251 ) Less: Accruals of dividends of preferred stock (8,505 ) (13,445 ) Net loss attributable to common stockholders $ (37,154 ) $ (66,696 ) Denominator: Weighted-average common stock outstanding 3,437,367 3,211,968 Net loss per share, basic and diluted $ (10.81 ) $ (20.76 ) |
Summary of Estimated Useful Lives of Property and Equipment | The estimated useful lives of property and equipment are as follows: ESTIMATED USEFUL LIFE Laboratory equipment 5 years Computer equipment and software 3 years Leasehold improvements Shorter of useful life or lease term | |
Environmental Impact Acquisition Corp [Member] | ||
Schedule of basic and diluted net income (loss) per common share | The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended Nine Months Ended For the Period Class A Class B Class A Class B Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted $ (1,221,250 ) $ (305,312 ) $ (2,765,190 ) $ (743,009 ) $ — $ (878 ) Denominator: Basic and diluted weighted average shares outstanding 20,700,000 5,175,000 19,335,165 5,130,495 — 4,500,000 Basic and diluted net loss per common share $ (0.06 ) $ (0.06 ) $ (0.14 ) $ (0.14 ) $ — $ (0.00 ) | |
Schedule of class A common stock subject to possible redemption reflected in condensed consolidated balance sheet | At September 30, 2021, the Class A common stock subject to possible redemption reflected in the condensed consolidated balance sheet are reconciled in the following table: Gross proceeds $ 207,000,000 Less: Proceeds allocated to Public Warrants (11,902,500 ) Class A common stock issuance costs (723,739 ) Plus: Accretion of carrying value to redemption value 12,626,239 Class A common stock subject to possible redemption $ 207,000,000 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Class of Warrant or Right [Line Items] | ||
Summary of Preferred stock warrants classified as liabilities | Preferred Stock warrants classified as liabilities consisted of the following at December 31, 2020 and September 30, 2021: AS OF DECEMBER 31, 2020 Warrant Class Shares Fair Value Issuance Date Exercise Price Expiration Date Series A-1 58,127 $ 75 December 31, 2011 $ 0.15 The earlier of January 17, 2022, or a Series A-2 24,510 21 August 26, 2014 $ 1.53 The earlier of August 25, 2024 or the Series A-3 18,174 29 December 18, 2015 $ 0.23 The earlier of December 18, 2025 or Total 100,811 $ 125 AS OF SEPTEMBER 30, 2021 Warrant Class Shares Fair Value Issuance Date Exercise Price Expiration Date Series A-1 58,127 $ 314 December 31, 2011 $ 0.15 The earlier of January 17, 2022 or a Series A-2 24,510 110 August 26, 2014 $ 1.53 The earlier of August 25, 2024 or the Series A-3 18,174 98 December 18, 2015 $ 0.23 The earlier of December 18, 2025 or Total 100,811 $ 522 | Preferred stock warrants classified as liabilities consisted of the following at December 31, 2019, and 2020: AS OF DECEMBER 31, 2019 Warrant Class Shares Fair Value Issuance Date Exercise Price Expiration Date Series A-1 58,127 $ 59 December 31, $ 0.15 The earlier of January 17, 2022, or a deemed liquidation or IPO Series A-2 24,510 19 August 26, $ 1.53 The earlier of August 25, 2024, or the date of a qualifying acquisition Series A-3 18,174 25 December 18, $ 0.23 The earlier of December 18, 2025, or a deemed liquidation or IPO Total 100,811 $ 103 AS OF DECEMBER 31, 2020 Warrant Class Shares Fair Issuance Date Exercise Price Expiration Date Series A-1 58,127 $ 75 December 31 $ 0.15 The earlier of January 17, 2022, or a deemed liquidation or IPO Series A-2 24,510 21 August 26, $ 1.53 The earlier of August 25, 2024, or the date of a qualifying acquisition Series A-3 18,174 29 December 18 $ 0.23 The earlier of December 18, 2025, or a deemed liquidation or IPO Total 100,811 $ 125 |
Summary of estimated the fair value of the warrants | As of December 31, 2020 Valuation Assumptions Series A-1 Series A-2 Series A-3 Fair value of underlying series of preferred stock $ 1.45 $ 1.54 $ 1.76 Risk free interest rate 0.10 % 0.27 % 0.36 % Expected volatility 88.4 % 78.5 % 82.4 % Estimated time (in years) 1.05 3.65 4.97 The Company estimated the fair value of the warrants as of December 31, 2020, and September 30, 2021, using the Black-Scholes option-pricing model with the following assumptions: As of September 30, 2021 Valuation Assumptions Series A-1 Series A-2 Series A-3 Fair value of underlying series of preferred stock $ 5.55 $ 5.58 $ 5.64 Risk free interest rate 0.04 % 0.53 % 0.76 % Expected volatility 72.7 % 89.8 % 83.2 % Estimated time (in years) 0.30 2.90 4.22 | The Company estimated the fair value of the warrants as of December 31, 2019, and 2020 using the Black-Scholes option-pricing model with the following assumptions: AS OF DECEMBER 31, 2019 Series A-1 Series A-2 Series A-3 Fair value of underlying series of preferred stock $ 1.17 $ 1.30 $ 1.55 Risk-free interest rate 1.60 % 1.70 % 1.80 % Expected volatility 76.2 % 76.6 % 76.3 % Estimated time (in years) 2.05 4.65 5.97 AS OF DECEMBER 31, 2020 Series A-1 Series A-2 Series A-3 Fair value of underlying series of preferred stock $ 1.45 $ 1.54 $ 1.76 Risk-free interest rate 0.10 % 0.27 % 0.36 % Expected volatility 88.4 % 78.5 % 82.4 % Estimated time (in years) 1.05 3.65 4.97 |
Summary of Common stock warrant classified | Warrant Class Shares Issuance Date Exercise Price Expiration Date Series D 874,130 July 24, 2020 $ 1.8118 The earlier of July 24, 2025 Total 874,130 | Warrant Class Shares Issuance Date Exercise Price Expiration Date Series D 874,130 J uly $ 1.8118 The earlier of July 24, 2025 or the Total 874,130 |
Common stock warrants | ||
Class of Warrant or Right [Line Items] | ||
Summary of estimated the fair value of the warrants | The warrant’s fair value upon issuance and as of September 30, 2021 was estimated to be approximately $138 and $1,084, respectively, and was measured using a Black-Scholes option-pricing model with the following assumptions: Valuation Assumptions At Issuance (as of As of September 30, 2021 Fair value of common stock $ 0.82 $ 5.26 Risk free interest rate 1.73 % 1.52 % Expected volatility 72.10 % 82.50 % Expected term (in years) 10.00 9.5 | |
Summary of Common stock warrant classified | Common stock warrant classified as a component of permanent equity consisted of the following at December 31, 2020: Warrant Class Shares Issuance Date Exercise Price Expiration Date Common stock warrant 40,000 June 14, 2016 $ 0.22 The earlier of June 13, 2026 Total 40,000 | |
Common Stock Warrants Classified As Equity [Member] | ||
Class of Warrant or Right [Line Items] | ||
Summary of Common stock warrant classified | Common stock warrants classified as a component of permanent equity consisted of the following at September 30, 2021: As of September 30, 2021 Warrant Class Shares Issuance Date Price per Share Expiration Date Common stock warrant 40,000 June 14, 2016 $ 0.22 The earlier of June 13, 2026 or the date of a qualifying acquisition Common stock warrant 51,724 September 22, 2021 $ 1.74 The earlier of September 21, 2031 or the date of a qualifying acquisition Total 91,724 | |
Common Stock Warrant Classified As Liability [Member] | ||
Class of Warrant or Right [Line Items] | ||
Summary of Common stock warrant classified | Warrant Class Shares Fair Issuance Date Exercise Expiration Date Common stock 219,839 $ 1,084 March 29, 2021 $ 0.82 The earlier of March 29, 2031 |
Property And Equipment, Net (Ta
Property And Equipment, Net (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Summary of Property and Equipment | Property and equipment, net consisted of the following: DECEMBER 31, SEPTEMBER 30, Computer hardware and software $ 533 $ 701 Laboratory equipment 8,040 15,816 Leasehold improvements 4,545 9,832 Construction in progress 6,847 2,695 Total 19,965 29,044 Less: Accumulated depreciation and amortization (3,686 ) (7,300 ) Property and equipment, net $ 16,279 $ 21,744 | Property and equipment, net consisted of the following as of December 31, 2019, and 2020: DECEMBER 31, 2019 2020 Computer hardware and software $ 12 $ 533 Laboratory equipment 4,320 8,040 Leasehold improvements 228 4,545 Construction in progress 1,181 6,847 Total 5,741 19,965 Less: Accumulated depreciation and amortization (1,992 ) (3,686 ) Property and equipment, net $ 3,749 $ 16,279 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accrued Liabilities, Current [Abstract] | ||
Summary of Accrued Expenses | Accrued expenses consisted of the following: DECEMBER 31, SEPTEMBER 30, Accrued employee compensation and benefits $ 4,024 $ 5,332 Accrued research and development 612 1,659 Accrued professional fees 568 933 Accured other 1,622 1,427 Total accrued expenses $ 6,826 $ 9,351 | Accrued expenses at December 31, 2019, and 2020 consisted of the following: DECEMBER 31, 2019 2020 Accrued Employee compensation and benefits $ 2,752 $ 4,024 Accrued Research and development 405 612 Accrued Professional fees 242 568 Accrued Other 119 1,622 Total accrued expenses $ 3,518 $ 6,826 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Summary of assumptions in the binomial option-pricing model used to determine the fair value of stock options | The fair value of stock option awards is estimated on the grant date using the Black-Scholes option pricing model with the following assumptions: NINE MONTHS ENDED SEPTEMBER 30, 2020 2021 Fair value of underlying common stock $0.46 - $0.65 $0.82 - $5.26 Weighted average risk-free interest rate 0.27% -1.55% 0.48% -1.29% Expected term (in years) 5 - 6 5 - 6 Expected volatility 69.53% -70.36% 67.27% - 68.80% Expected dividend yield 0.00% 0.00% | The fair value of stock option awards is estimated on the grant date using the Black-Scholes option pricing model with the following assumptions: YEAR ENDED DECEMBER 31 2019 2020 Fair value of underlying common stock $0.33 $0.46—$0.65 Weighted average risk-free interest rate 1.62%—2.56% 0.27%—1.55% Expected term (in years) 5.0—6.4 5.0—6.0 Expected volatility 70.0%—74.4% 69.5%—70.4% Expected dividend yield 0 0 |
Schedule of Stock Option Activity | The following table summarizes the Company’s stock option activity during the nine months ended September 30, 2021: SHARES WEIGHTED- WEIGHTED- AGGREGATE Outstanding at December 31, 2020 22,538,570 $ 0.41 8.5 $ 9,170 Granted 4,594,102 1.33 Cancelled or Forfeited (397,617 ) 0.39 Exercised (244,468 ) 0.43 $ 1,181 Outstanding at September 30, 2021 26,490,587 $ 0.57 8.1 $ 124,331 Vested and expected to vest at December 31, 2020 22,538,570 $ 0.41 8.5 $ 9,170 Vested and expected to vest at September 30, 2021 26,490,587 $ 0.57 8.1 $ 124,331 Exercisable at December 31, 2020 6,947,529 $ 0.25 7.0 $ 3,957 Exercisable at September 30, 2021 9,203,021 $ 0.28 6.6 $ 45,789 | The following table summarizes the activity of the Company’s stock options under the Plan for the year ended December 31, 2020: SHARES WEIGHTED- WEIGHTED-AVERAGE AGGREGATE Outstanding at December 31, 2019 19,701,693 $ 0.29 9.0 $ 3,404 Granted 8,354,564 0.65 Exercised (140,745 ) 0.26 $ 79 Cancelled or forfeited (5,376,942 ) 0.32 Outstanding at December 31, 2020 22,538,570 $ 0.41 8.5 $ 9,170 Vested and expected to vest at December 31, 2019 19,701,693 $ 0.29 9.0 $ 3,404 Vested and expected to vest at December 31, 2020 22,538,570 $ 0.41 8.5 $ 9,170 Exercisable at December 31, 2019 4,354,321 $ 0.21 6.6 $ 1,083 Exercisable at December 31, 2020 6,947,529 $ 0.25 7.0 $ 3,957 |
Summary of the Company's restricted stock activity | A summary of restricted stock activity during the nine months ended September 30, 2021, is as follows: SHARES WEIGHTED Unvested shares as of December 31, 2020 37,465 $ 0.37 Granted 64,250 0.82 Vested (39,876 ) 0.55 Unvested at September 30, 2021 61,839 $ 0.72 | A summary of the Company’s restricted stock activity during the years ended December 31, 2019, and 2020 is presented below: SHARES WEIGHTED- GRANT-DATE Unvested shares as of December 31, 2018 40,692 $ 0.23 Vested (12,850 ) 0.23 Unvested shares as of December 31, 2019 27,842 $ 0.23 Granted 40,709 0.46 Vested (31,086 ) 0.36 Unvested shares as of December 31, 2020 37,465 $ 0.37 |
Summary of stock-based compensation expense | Stock-based compensation expense recorded as research and development and general and administrative expenses for employees, directors and non-employees NINE MONTHS ENDED 2020 2021 Research and development $ 201 $ 580 General and administrative 241 712 Total stock-based compensation expense $ 442 $ 1,292 | Stock-based compensation expense recorded as research and development and general and administrative expenses, for employees, directors and non-employees YEAR ENDED DECEMBER 31 2019 2020 Research and development $ 166 $ 306 General and administrative 264 353 $ 430 $ 659 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Summary of the computation of basic and diluted net loss per share attributable to common stockholders | The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company: NINE MONTHS ENDED 2020 2021 Numerator: Net loss $ (35,763 ) $ (77,638 ) Less: Accruals of dividends of preferred stock (9,101 ) (13,033 ) Net loss available to common stockholders $ (44,864 ) $ (90,671 ) Denominator: Weighted-average common stock outstanding 3,201,202 3,324,547 Net loss per share, basic and diluted $ (14.01 ) $ (27.27 ) | The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company: YEAR ENDED DECEMBER 31, 2019 2020 Numerator: Net loss $ (28,649 ) $ (53,251 ) Less: Accruals of dividends of preferred stock (8,505 ) (13,445 ) Net loss attributable to common stockholders $ (37,154 ) $ (66,696 ) Denominator: Weighted-average common stock outstanding 3,437,367 3,211,968 Net loss per share, basic and diluted $ (10.81 ) $ (20.76 ) |
Summary of the excluded potential common stock | The Company excluded the following potential common stock, presented based on amounts outstanding at period end, from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect: NINE MONTHS ENDED 2020 2021 Preferred stock 141,405,233 141,405,233 Convertible debt with accrued interest 9,464,717 9,934,084 Unvested restricted stock 44,737 61,839 Options to purchase common stock 19,477,614 26,490,587 Warrants 1,045,226 1,299,548 171,437,527 179,191,290 | The Company excluded the following potential common stock, presented based on amounts outstanding at period end, from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect: YEAR ENDED DECEMBER 31, 2019 2020 Preferred stock 81,220,901 141,405,233 Convertible debt with accrued interest — 9,583,023 Unvested restricted stock 27,842 37,465 Options to purchase common stock 19,701,693 22,538,570 Warrants 171,096 1,045,226 101,121,532 174,609,517 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Temporary Equity Disclosure [Abstract] | ||
Summary of Temporary Equity | The following table summarizes details of Preferred Stock authorized, issued and outstanding as of December 31, 2020, and September 30, 2021: Redeemable Convertible Preferred Stock Classes December 31, September 30, Series A-1 redeemable convertible preferred stock, $0.001 par value, 2,865,698 shares authorized, 2,807,571 shares issued and outstanding as of December 31, 2020 and September 30, 2021 Liquidation preference of $6,079 and $6,247 at December 31, 2020 and September 30, 2021 respectively $ 4,411 $ 4,411 Series A-2 redeemable convertible preferred stock, $0.001 par value, 7,018,203 shares authorized, 6,993,693 shares issued and outstanding as of December 31, 2020 and September 30, 2021 Liquidation preference of $18,224 and $18,913 at December 31, 2020 and September 30, 2021 respectively 11,438 11,438 Series A-3 redeemable convertible preferred stock, $0.001 par value, 8,647,679 shares authorized 8,629,505 shares issued and outstanding as of December 31, 2020 and September 30, 2021 Liquidation preference of $28,952 and $30,149 at December 31, 2020 and September 30, 2021 respectively 19,917 19,917 Series B redeemable convertible preferred stock, $0.001 par value, 21,245,353 shares authorized, issued and outstanding as of December 31, 2020 and September 30, 2021 Liquidation preference of $22,567 and $23,656 at December 31, 2020 and September 30, 2021 respectively 18,671 18,671 Series C redeemable convertible preferred stock, $0.001 par value, 35,152,184 shares authorized, 35,092,183 shares issued and outstanding as of December 31, 2020 and September 30, 2021 Liquidation preference of $65,014 and $68,379 at December 31, 2020 and September 30, 2021 respectively 55,851 55,851 Series D redeemable convertible preferred stock, $0.001 par value, 71,019,827 shares authorized, 60,184,332 shares issued and outstanding and as of December 31, 2020 and September 30, 2021 Liquidation preference of $113,736 and $120,261 at December 31, 2020 and September 30, 2021 respectively 108,499 108,499 Total $ 218,787 $ 218,787 | At December 31, 2019, and 2020, the Company’s convertible Preferred Stock consisted of the following: AS OF DECEMBER 31, 2019 PREFERRED PREFERRED CARRYING LIQUIDATION COMMON Series A-1 2,865,698 2,807,571 $ 4,411 $ 5,858 3,550,068 Series A-2 7,018,203 6,993,693 11,438 17,302 9,058,757 Series A-3 8,647,679 8,629,505 19,917 27,347 12,274,540 Series B 21,245,353 21,245,353 18,671 21,108 21,245,353 Series C 35,152,184 35,092,183 55,851 60,470 35,092,183 74,929,117 74,768,305 $ 110,288 $ 132,085 81,220,901 AS OF DECEMBER 31, 2020 PREFERRED PREFERRED CARRYING LIQUIDATION COMMON Series A-1 2,865,698 2,807,571 $ 4,411 $ 6,079 3,550,068 Series A-2 7,018,203 6,993,693 11,438 18,224 9,058,757 Series A-3 8,647,679 8,629,505 19,917 28,952 12,274,540 Series B 21,245,353 21,245,353 18,671 22,567 21,245,353 Series C 35,152,184 35,092,183 55,851 65,014 35,092,183 Series D 71,019,827 60,184,332 108,499 113,736 60,184,332 145,948,944 134,952,637 $ 218,787 $ 254,572 141,405,233 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Schedule of assets and liabilities at fair value on a recurring basis | The following table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicates the level of the fair value hierarchy utilized to determine such fair values: DESCRIPTION DECEMBER 31, QUOTED PRICES SIGNIFICANT SIGNIFICANT Asset Money market funds $ 55,747 $ 55,747 $ — $ — Total financial assets $ 55,747 $ 55,747 $ — $ — Liabilitiy Warrant Liability $ 125 $ — $ — $ 125 $ 125 $ — $ — $ 125 DESCRIPTION SEPtEMBER 30, QUOTED PRICES SIGNIFICANT SIGNIFICANT Asset Money market funds $ 33,714 $ 33,714 $ — $ — Total financial assets $ 33,714 $ 33,714 $ — $ — Liabilitiy Warrant Liability $ 1,606 $ — $ — $ 1,606 $ 1,606 $ — $ — $ 1,606 | The following table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicates the level of the fair value hierarchy utilized to determine such fair values: DESCRIPTION DECEMBER 31, QUOTED PRICES (LEVEL 1) SIGNIFICANT (LEVEL 2) UNOBSERVABLE (LEVEL 3) Asset Money market funds $ 26,032 $ 26,032 $ — $ — Total financial assets $ 26,032 $ 26,032 $ — $ — Liabilitiy Warrant Liability $ 103 $ — $ — $ 103 $ 103 $ — $ — $ 103 DESCRIPTION DECEMBER 31, QUOTED PRICES (LEVEL 1) SIGNIFICANT SIGNIFICANT (LEVEL 3) Asset Money market funds Total financial assets $ 55,747 $ 55,747 $ — $ — $ 55,747 $ 55,747 $ — $ — Liability Warrant Liability $ 125 $ — $ — $ 125 $ 125 $ — $ — $ 125 |
Schedule of changes in the fair value of warrant liabilities | The following table presents a roll-forward of the aggregate fair values of the Company’s liabilities for which fair value is determined by Level 3 inputs: WARRANT Balance - January 1, 2020 $ 103 Change in fair value 8 Balance - September 30, 2020 $ 111 WARRANT Balance - January 1, 2021 $ 125 Issuance of warrant 138 Change in fair value 1,343 Balance - September 30, 2021 $ 1,606 | The following table presents a roll-forward of the aggregate fair values of the Company’s liabilities for which fair value is determined by Level 3 inputs: WARRANT Balance - January 1, 2019 $ 108 Change in fair value (5 ) Balance - December 31, 2019 103 Change in fair value 22 Balance - December 31, 2020 $ 125 |
Environmental Impact Acquisition Corp [Member] | ||
Schedule of assets and liabilities at fair value on a recurring basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Level Fair Value Assets: Investments held in Trust Account — Money market funds 1 $ 207,007,744 Liabilities: Warrant Liability — Public Warrants 1 10,453,500 Warrant Liability — Private Placement Warrants 3 2,100,000 Warrant Liability — Sponsor and Directors 3 787,500 | |
Schedule of Black-Scholes-Merton model for the warrants | The key inputs into the Black-Scholes-Merton model for the warrants were as follows: Input January 13, September 30, Risk-free interest rate 0.74 % 1.07 % Expected term (years) 5.00 5.00 Expected volatility 21 % 16.3 % Exercise price $ 11.50 $ 11.50 Fair value of Units $ 9.43 $ 9.89 | |
Schedule of changes in the fair value of warrant liabilities | The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Public Warrant Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on January 19, 2021 3,272,500 11,902,500 15,175,000 Change in valuation inputs or other assumptions (385,000 ) (2,898,000 ) (3,283,000 ) Transfers to Level 1 — (9,004,500 ) (9,004,500 ) Fair value as of September 30, 2021 $ 2,887,500 $ — $ 2,887,500 |
Common Stock (Tables)
Common Stock (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Summary of common stock reserved for future issuance | As of December 31, 2020, and September 30, 2021, the Company has reserved the following shares of common stock for potential conversion of outstanding Preferred Stock, potential conversion of convertible debt with accrued interest through September 30, 2021, into Series D Preferred Stock, the vesting of restricted stock and exercise of stock options and issued preferred and common stock warrants: DECEMBER 31, SEPTEMBER 30, Redeemable convertible preferred stock 141,405,233 141,405,233 Convertible debt with accrued interest 9,583,023 9,934,084 Unvested restricted stock 37,465 61,839 Options to purchase common stock 22,538,570 26,490,587 Warrants 1,045,226 1,299,548 174,609,517 179,191,290 | As of December 31, 2019, and 2020, the Company has reserved the following shares of common stock for potential conversion of outstanding Preferred Stock, potential conversion of convertible debt with accrued interest through December 31, 2020, into Series D Preferred Stock, the vesting of restricted stock and exercise of stock options and common stock warrants: DECEMBER 31 2019 2020 Redeemable convertible preferred stock 81,220,901 141,405,233 Convertible debt with accrued interest — 9,583,023 Unvested restricted stock 27,842 37,465 Options to purchase common stock 19,701,693 22,538,570 Common stock warrants 40,000 40,000 100,990,436 173,604,291 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Summary of the reconciliation of effective tax rate to the statutory federal income tax rate | A reconciliation of the Company’s effective tax rate to the statutory federal income tax rate is as follows for the years ended December 31, 2019, and 2020: YEAR ENDED DECEMBER 31, 2019 2020 Federal income tax (benefit)/expense at statutory rate 21.0 % 21.0 % State income tax benefit 6.0 % 5.4 % Permanent items -0.3 % -0.2 % Change in Valuation Allowance -29.7 % -29.3 % Federal R&D Tax Credits 3.1 % 3.1 % Other -0.1 % 0.0 % Effective income tax rate 0.0 % 0.0 % |
Summary of significant components of deferred tax assets and liabilities | Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2019, and 2020 were as follows: YEAR ENDED DECEMBER 31, 2019 2020 Deferred tax assets Federal net operating loss carryforwards $ 13,626 $ 26,464 State net operating loss carryforwards 3,807 6,542 Tax credits 1,759 4,059 Stock based compensation 17 89 Capitalized research and development expenses 5,157 4,398 Accruals and other 517 763 Total deferred tax assets 24,883 42,315 Valuation allowance (24,340 ) (39,965 ) Total net deferred tax assets $ 543 $ 2,350 Deferred tax liabilities Depreciation and amortization $ (543 ) $ (2,350 ) Total deferred tax liabilities $ (543 ) $ (2,350 ) Total deferred tax assets (liability) $ — $ — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Summary of future minimum lease payments under noncancelable operating leases | Future minimum lease payments under noncancelable operating leases, excluding tenant improvement payables as of September 30, 2021, are as follows: FOR THE YEARS ENDED DECEMBER 31, 2021 (remaining 3 months) $ 1,899 2022 7,646 2023 6,418 2024 1,687 2025 565 Thereafter 402 Total minimum lease payments $ 18,617 | A summary of the Company’s future minimum lease payments under noncancelable operating leases, excluding tenant improvement payables, as of December 31, 2020, are as follows: FOR THE YEAR ENDED DECEMBER 31, 2021 $ 3,436 2022 6,108 2023 4,879 2024 655 2025 405 Thereafter 402 $ 15,885 |
Summary of future minimum payments under these capital lease arrangements | The Company leases certain laboratory equipment under capital lease agreements with fixed payments due through December 2023. Future minimum payments under these capital lease arrangements as of September 30, 2021, are as follows: FOR THE YEARS ENDED DECEMBER 31, 2021 (remaining 3 months) $ 198 2022 779 2023 330 Thereafter — Total minimum lease payments $ 1,307 Less: amount representing interest 160 Present value of obligations under capital leases 1,147 | Future minimum lease payments under the capital lease agreements as of December 31, 2020, together with the present value of the minimum lease payments are as follows: FOR THE YEAR ENDED DECEMBER 31, 2021 $ 839 2022 779 2023 330 Thereafter — Total minimum lease payments $ 1,948 Less: amount representing interest (323 ) Present value of minimum lease payments $ 1,625 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | Jan. 19, 2021 | Jun. 30, 2021 | Jan. 19, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 31, 2021 | Aug. 09, 2021 | Jul. 01, 2020 |
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||
Year founded | 2008 | 2008 | |||||||||||
Net loss | $ (77,638,000) | $ (35,763,000) | $ (53,251,000) | $ (28,649,000) | |||||||||
Retained earnings (accumulated deficit) | $ (218,897,000) | $ (141,259,000) | (218,897,000) | (141,259,000) | (88,008,000) | ||||||||
Cash | 34,754,000 | $ 114,432,000 | 95,068,000 | 34,754,000 | 114,432,000 | 95,068,000 | 25,916,000 | ||||||
Net cash provided by (used in) operating activities | (67,241,000) | (29,971,000) | (46,599,000) | $ (25,636,000) | |||||||||
Environmental Impact Acquisition Corp [Member] | |||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||
Transaction costs | 773,917 | 773,917 | |||||||||||
Payment of underwriting fees by cash | 250,000 | 250,000 | |||||||||||
Payment of underwriting concession fees | 150,000 | 150,000 | |||||||||||
Payment of other offering costs | $ 523,917 | $ 523,917 | |||||||||||
Percentage of net assets held in trust account | 80.00% | 80.00% | |||||||||||
Business combination net tangible assets | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | |||||||||
Public shares, percentage | 20.00% | 20.00% | |||||||||||
Redemption, percentage | 100.00% | 100.00% | |||||||||||
Price per public share (in Dollars per share) | $ 10 | $ 10 | $ 10 | $ 10 | |||||||||
Cash | $ 158,000 | $ 157,000 | $ 158,000 | $ 157,000 | |||||||||
Working capital deficit | 143,000 | 2,780,000 | |||||||||||
Payment of sponsor | 25,000 | 25,000 | |||||||||||
Loan proceeds | 300,000 | 300,000 | |||||||||||
Sponsor To Purchase The Founder Shares Amount | 500,000 | 500,000 | |||||||||||
Proceeds from Loan Originations | $ 300,000 | ||||||||||||
Liquidity And Going Concern | $ 500,000 | ||||||||||||
Other Borrowings | $ 500,000 | ||||||||||||
Net loss | (1,526,562) | (878) | (2,528) | (3,508,199) | |||||||||
Retained earnings (accumulated deficit) | (16,112,484) | (2,528) | (16,112,484) | (2,528) | |||||||||
Cash | $ 158,337 | $ 25,000 | 156,848 | 158,337 | $ 25,000 | $ 156,848 | $ 0 | ||||||
Net cash provided by (used in) operating activities | $ 0 | $ (1,717,314) | |||||||||||
Subsequent Event [Member] | |||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||
Cash | $ 52,340,000 | ||||||||||||
Subsequent Event [Member] | Trinity Capital [Member] | |||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||
Proceeds from issuance of debt | $ 7,719,000 | ||||||||||||
Debt remaining amount draw down | $ 3,531,000 | ||||||||||||
Business Combination [Member] | Environmental Impact Acquisition Corp [Member] | |||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||
Business acquires, percentage | 50.00% | 50.00% | 50.00% | 50.00% | |||||||||
Business combination, description | (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. | (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. | |||||||||||
Initial Public Offering [Member] | Environmental Impact Acquisition Corp [Member] | |||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||
Number of units issued | 20,700,000 | 20,700,000 | 20,700,000 | ||||||||||
Gross proceeds | $ 207,000,000 | ||||||||||||
Net proceeds of the sale of the Units | $ 207,000,000 | ||||||||||||
Net proceeds per unit (in Dollars per share) | $ 10 | ||||||||||||
Initial Public Offering [Member] | Subsequent Event [Member] | Environmental Impact Acquisition Corp [Member] | |||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||
Number of units issued | 20,700,000 | ||||||||||||
Gross proceeds | $ 207,000,000 | ||||||||||||
Net proceeds of the sale of the Units | $ 207,000,000 | ||||||||||||
Net proceeds per unit (in Dollars per share) | $ 10 | ||||||||||||
Initial Public Offering [Member] | Business Combination [Member] | Environmental Impact Acquisition Corp [Member] | |||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||
Business combination, description | If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive furtherliquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. | If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. | |||||||||||
Over-Allotment Option [Member] | Underwriter [Member] | Environmental Impact Acquisition Corp [Member] | |||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||
Number of units issued | 2,700,000 | 2,700,000 | 2,700,000 | ||||||||||
Price per unit (in Dollars per share) | $ 10 | $ 10 | $ 10 | $ 10 | |||||||||
Over-Allotment Option [Member] | Underwriter [Member] | Subsequent Event [Member] | Environmental Impact Acquisition Corp [Member] | |||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||
Number of units issued | 2,700,000 | ||||||||||||
Price per unit (in Dollars per share) | $ 10 | 10 | |||||||||||
Private Placement Warrants [Member] | |||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||
Price per public share (in Dollars per share) | $ 10 | $ 10 | |||||||||||
Private Placement Warrants [Member] | Environmental Impact Acquisition Corp [Member] | |||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||
Number of units issued | 2,000,000 | 2,000,000 | 2,000,000 | ||||||||||
Price per unit (in Dollars per share) | $ 1 | 1 | |||||||||||
Gross proceeds | $ 2,000,000 | ||||||||||||
Private Placement Warrants [Member] | Subsequent Event [Member] | Environmental Impact Acquisition Corp [Member] | |||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||
Number of units issued | 2,000,000 | ||||||||||||
Price per unit (in Dollars per share) | $ 1 | $ 1 | |||||||||||
Gross proceeds | $ 2,000,000 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) - Schedule of revision on the company's financial statement - USD ($) | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jan. 19, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jul. 01, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Condensed Financial Statements, Captions [Line Items] | |||||||||
Class A common stock | $ 3,000 | $ 3,000 | $ 3,000 | ||||||
Additional paid-in capital | 4,062,000 | 2,434,000 | 1,381,000 | ||||||
Accumulated Deficit | (218,897,000) | (141,259,000) | (88,008,000) | ||||||
Total Stockholders' Equity (Deficit) | (214,832,000) | (138,822,000) | $ (121,554,000) | $ (86,624,000) | $ (58,551,000) | ||||
Environmental Impact Acquisition Corp [Member] | |||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||
Class A common stock subject to possible redemption | 207,000,000 | ||||||||
Class A common stock | 0 | 0 | |||||||
Additional paid-in capital | 0 | 24,482 | |||||||
Accumulated Deficit | (16,112,484) | (2,528) | |||||||
Total Stockholders' Equity (Deficit) | $ (16,111,966) | $ (14,585,404) | $ (11,560,968) | $ 22,472 | $ 24,122 | $ 0 | |||
As Previously Reported [Member] | Environmental Impact Acquisition Corp [Member] | |||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||
Class A common stock subject to possible redemption | 187,414,590 | 190,439,030 | $ 188,080,750 | ||||||
Class A common stock | 196 | 166 | 189 | ||||||
Additional paid-in capital | 6,983,457 | 3,959,047 | 6,323,303 | ||||||
Accumulated Deficit | (1,984,165) | 1,040,271 | (51,506) | ||||||
Total Stockholders' Equity (Deficit) | 5,000,006 | 5,000,002 | 6,272,504 | ||||||
Adjustment [Member] | Environmental Impact Acquisition Corp [Member] | |||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||
Class A common stock subject to possible redemption | 19,585,410 | 16,560,970 | 18,919,250 | ||||||
Class A common stock | (196) | (166) | (189) | ||||||
Additional paid-in capital | (6,983,457) | (3,959,047) | (6,323,303) | ||||||
Accumulated Deficit | (12,601,757) | (12,601,757) | (12,595,758) | ||||||
Total Stockholders' Equity (Deficit) | (19,585,410) | (16,560,970) | (18,919,250) | ||||||
As Restated [Member] | Environmental Impact Acquisition Corp [Member] | |||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||
Class A common stock subject to possible redemption | 207,000,000 | 207,000,000 | 207,000,000 | ||||||
Class A common stock | 0 | 0 | 0 | ||||||
Additional paid-in capital | 0 | 0 | 0 | ||||||
Accumulated Deficit | (14,585,922) | (11,561,486) | (12,647,264) | ||||||
Total Stockholders' Equity (Deficit) | $ (14,585,404) | $ (11,560,968) | $ (12,646,746) |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements (Details) - Schedule of statement of cash flows - Environmental Impact Acquisition Corp [Member] - USD ($) | 3 Months Ended | 6 Months Ended |
Mar. 31, 2021 | Jun. 30, 2021 | |
As Previously Reported [Member] | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Initial classification of Class A ordinary shares subject to possible redemption | $ 190,439,030 | $ 187,414,590 |
Change in value of Class A ordinary shares subject to possible redemption | (12,816,720) | (3,024,440) |
Adjustment [Member] | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Initial classification of Class A ordinary shares subject to possible redemption | 16,560,970 | 19,585,410 |
Change in value of Class A ordinary shares subject to possible redemption | 12,816,720 | 3,204,440 |
As Restated [Member] | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Initial classification of Class A ordinary shares subject to possible redemption | 207,000,000 | 207,000,000 |
Change in value of Class A ordinary shares subject to possible redemption | $ 0 | $ 0 |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements (Details) - Schedule of statement of changes in stockholders ' equity - USD ($) | 3 Months Ended | 6 Months Ended | |||||||
Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Jan. 19, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jul. 01, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Restatement of Previously Issued Financial Statements Details Schedule of Statement of Changes In Stockholders Equity [Line Items] | |||||||||
Total stockholders' equity (deficit) | $ (214,832,000) | $ (138,822,000) | $ (121,554,000) | $ (86,624,000) | $ (58,551,000) | ||||
Environmental Impact Acquisition Corp [Member] | |||||||||
Restatement of Previously Issued Financial Statements Details Schedule of Statement of Changes In Stockholders Equity [Line Items] | |||||||||
Accretion for Class A common stock to redemption amount | $ (12,626,239) | ||||||||
Total stockholders' equity (deficit) | (11,560,968) | $ (14,585,404) | $ (16,111,966) | $ 22,472 | $ 24,122 | $ 0 | |||
As Previously Reported [Member] | Environmental Impact Acquisition Corp [Member] | |||||||||
Restatement of Previously Issued Financial Statements Details Schedule of Statement of Changes In Stockholders Equity [Line Items] | |||||||||
Sale of 20,700,000 Class A shares, net of underwriting discounts | 194,373,761 | ||||||||
Accretion for Class A common stock to redemption amount | 0 | ||||||||
Change in value of Class A common stock subject to redemption | (190,439,030) | 3,024,440 | |||||||
Total stockholders' equity (deficit) | 5,000,002 | 5,000,006 | $ 6,272,504 | ||||||
Adjustment [Member] | Environmental Impact Acquisition Corp [Member] | |||||||||
Restatement of Previously Issued Financial Statements Details Schedule of Statement of Changes In Stockholders Equity [Line Items] | |||||||||
Sale of 20,700,000 Class A shares, net of underwriting discounts | (194,373,761) | ||||||||
Accretion for Class A common stock to redemption amount | (12,626,239) | ||||||||
Change in value of Class A common stock subject to redemption | 190,439,030 | (3,024,440) | |||||||
Total stockholders' equity (deficit) | (16,560,970) | (19,585,410) | (18,919,250) | ||||||
As Restated [Member] | Environmental Impact Acquisition Corp [Member] | |||||||||
Restatement of Previously Issued Financial Statements Details Schedule of Statement of Changes In Stockholders Equity [Line Items] | |||||||||
Sale of 20,700,000 Class A shares, net of underwriting discounts | 0 | ||||||||
Accretion for Class A common stock to redemption amount | (12,626,239) | ||||||||
Change in value of Class A common stock subject to redemption | 0 | 0 | |||||||
Total stockholders' equity (deficit) | $ (11,560,968) | $ (14,585,404) | $ (12,646,746) |
Restatement of Previously Iss_6
Restatement of Previously Issued Financial Statements (Details) - Schedule of statement of changes in stockholders ' equity (Paranthaticals) | 3 Months Ended |
Mar. 31, 2021shares | |
As Restated [Member] | Environmental Impact Acquisition Corp [Member] | |
Restatement of Previously Issued Financial Statements Details Schedule of Statement of Changes In Stockholders Equity [Line Items] | |
Sale of shares | 20,700,000 |
Restatement of Previously Iss_7
Restatement of Previously Issued Financial Statements (Details) - Schedule of weighted average shares outstanding basic and diluted - $ / shares | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Restatement of Previously Issued Financial Statements Details Schedule of Weighted Average Shares Outstanding Basic and Diluted [Line Items] | ||||||||||
Basic and diluted net loss per share | $ (27.27) | $ (14.01) | $ (20.76) | $ (10.81) | ||||||
Environmental Impact Acquisition Corp [Member] | ||||||||||
Restatement of Previously Issued Financial Statements Details Schedule of Weighted Average Shares Outstanding Basic and Diluted [Line Items] | ||||||||||
Basic and diluted net loss per share | $ 0 | |||||||||
Class A Common Stock [Member] | Environmental Impact Acquisition Corp [Member] | ||||||||||
Restatement of Previously Issued Financial Statements Details Schedule of Weighted Average Shares Outstanding Basic and Diluted [Line Items] | ||||||||||
Basic and diluted net loss per share | $ (0.06) | (0.14) | ||||||||
Class B Common Stock [Member] | Environmental Impact Acquisition Corp [Member] | ||||||||||
Restatement of Previously Issued Financial Statements Details Schedule of Weighted Average Shares Outstanding Basic and Diluted [Line Items] | ||||||||||
Basic and diluted net loss per share | $ (0.06) | $ 0 | $ (0.14) | |||||||
As Previously Reported [Member] | Class A Common Stock [Member] | Environmental Impact Acquisition Corp [Member] | ||||||||||
Restatement of Previously Issued Financial Statements Details Schedule of Weighted Average Shares Outstanding Basic and Diluted [Line Items] | ||||||||||
Basic and diluted weighted average shares outstanding | 20,700,000 | 20,700,000 | 20,700,000 | |||||||
Basic and diluted net loss per share | $ 0 | $ 0 | $ 0 | |||||||
As Previously Reported [Member] | Class B Common Stock [Member] | Environmental Impact Acquisition Corp [Member] | ||||||||||
Restatement of Previously Issued Financial Statements Details Schedule of Weighted Average Shares Outstanding Basic and Diluted [Line Items] | ||||||||||
Basic and diluted weighted average shares outstanding | 5,175,000 | 5,032,500 | 5,107,873 | |||||||
Basic and diluted net loss per share | $ (0.58) | $ 0.21 | $ (0.39) | |||||||
As Restated [Member] | Class A Common Stock [Member] | Environmental Impact Acquisition Corp [Member] | ||||||||||
Restatement of Previously Issued Financial Statements Details Schedule of Weighted Average Shares Outstanding Basic and Diluted [Line Items] | ||||||||||
Basic and diluted weighted average shares outstanding | 20,700,000 | 16,560,000 | 18,641,436 | |||||||
Basic and diluted net loss per share | $ (0.12) | $ 0.05 | $ (0.08) | |||||||
As Restated [Member] | Class B Common Stock [Member] | Environmental Impact Acquisition Corp [Member] | ||||||||||
Restatement of Previously Issued Financial Statements Details Schedule of Weighted Average Shares Outstanding Basic and Diluted [Line Items] | ||||||||||
Basic and diluted weighted average shares outstanding | 5,175,000 | 5,040,000 | 5,107,873 | |||||||
Basic and diluted net loss per share | $ (0.12) | $ 0.05 | $ (0.08) |
Restatement of Previously Iss_8
Restatement of Previously Issued Financial Statements (Details) - Environmental Impact Acquisition Corp [Member] | 9 Months Ended |
Sep. 30, 2021USD ($)$ / shares | |
Redemption value per share | $ / shares | $ / shares | $ 10 |
Net tangible assets | $ | $ | $ 5,000,001 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Mar. 31, 2021 | Dec. 31, 2020USD ($)shares | Sep. 30, 2021USD ($)shares | Dec. 31, 2020USD ($)Year | Dec. 31, 2019USD ($) | Jun. 30, 2021USD ($) | Jan. 19, 2021USD ($) | Sep. 30, 2020USD ($) | Jul. 01, 2020USD ($) | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||
Number of operating segments | Year | 1 | ||||||||
Cash | $ 95,068,000 | $ 34,754,000 | $ 95,068,000 | $ 25,916,000 | $ 114,432,000 | ||||
Restricted cash | 80,000 | 167,000 | 80,000 | 30,000 | 80,000 | ||||
Impairment of long lived asset | 0 | $ 0 | |||||||
Deferred offering costs | $ 2,590,000 | ||||||||
Environmental Impact Acquisition Corp [Member] | |||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||
Income tax rate | 0.00% | 0.00% | |||||||
Deferred offering costs | $ 181,027 | 181,027 | |||||||
Common stock subject to forfeiture (in Shares) | shares | 675,000 | ||||||||
Cash | $ 156,848 | $ 158,337 | 156,848 | $ 25,000 | $ 0 | ||||
Deferred offering costs | $ 181,027,000 | $ 181,027,000 | |||||||
Subsequent Event [Member] | |||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||
Cash | $ 52,340,000 | ||||||||
Subsequent Event [Member] | Environmental Impact Acquisition Corp [Member] | |||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||
Deferred offering costs | $ 773,917 | ||||||||
Class A Common Stock | Environmental Impact Acquisition Corp [Member] | |||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||
Aggregate purchase shares | shares | 13,100,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of class A common stock subject to possible redemption reflected in condensed consolidated balance sheet - Environmental Impact Acquisition Corp [Member] | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Condensed Balance Sheet Statements, Captions [Line Items] | |
Gross proceeds | $ 207,000,000 |
Less: | |
Proceeds allocated to Public Warrants | (11,902,500) |
Class A common stock issuance costs | 206,750,000 |
Plus: | |
Accretion of carrying value to redemption value | 12,626,239 |
Class A common stock subject to possible redemption | 207,000,000 |
Common Class A [Member] | |
Less: | |
Class A common stock issuance costs | (723,739) |
Plus: | |
Class A common stock subject to possible redemption | $ 207,000,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Numerator: | |||||||||
Allocation of net loss, as adjusted | $ (77,638,000) | $ (35,763,000) | $ (53,251,000) | $ (28,649,000) | |||||
Denominator: | |||||||||
Basic and diluted weighted average shares outstanding | 3,324,547 | 3,201,202 | 3,211,968 | 3,437,367 | |||||
Basic and diluted net loss per common share | $ (27.27) | $ (14.01) | $ (20.76) | $ (10.81) | |||||
Environmental Impact Acquisition Corp [Member] | |||||||||
Numerator: | |||||||||
Allocation of net loss, as adjusted | $ (1,526,562) | $ (878) | $ (2,528) | $ (3,508,199) | |||||
Denominator: | |||||||||
Basic and diluted weighted average shares outstanding | [1] | 4,500,000 | |||||||
Basic and diluted net loss per common share | $ 0 | ||||||||
Class A Common Stock [Member] | Environmental Impact Acquisition Corp [Member] | |||||||||
Numerator: | |||||||||
Allocation of net loss, as adjusted | $ (1,221,250) | $ 0 | $ (2,765,190) | ||||||
Denominator: | |||||||||
Basic and diluted weighted average shares outstanding | 20,700,000 | 0 | 19,335,165 | ||||||
Basic and diluted net loss per common share | $ (0.06) | $ 0 | $ (0.14) | ||||||
Class B Common Stock [Member] | Environmental Impact Acquisition Corp [Member] | |||||||||
Numerator: | |||||||||
Allocation of net loss, as adjusted | $ (305,312) | $ (878) | $ (743,009) | ||||||
Denominator: | |||||||||
Basic and diluted weighted average shares outstanding | 5,175,000 | 4,500,000 | 5,130,495 | ||||||
Basic and diluted net loss per common share | $ (0.06) | $ 0 | $ (0.14) | ||||||
[1] | Excluded up to 675,000 shares of Class B common stock that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised. In December 2020, the Company cancelled an aggregate of 3,306,250 shares of Class B common stock and issued an aggregate of 431,250 shares of Class B common stock to its independent director nominees, resulting in an aggregate of 4,312,500 shares of Class B common stock outstanding. In January 2021, the Company effected a stock dividend of 1.2 shares for each share of common stock outstanding, resulting in the Company’s Initial Stockholders holding an aggregate of 5,175,000 Founder Shares. All share and per-share amounts have been retroactively restated to reflect the stock dividend (see Note 5). |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Summary of Estimated Useful Lives of Property and Equipment (Detail) | 12 Months Ended |
Dec. 31, 2020 | |
Laboratory equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Computer equipment and software [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Leasehold improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | Shorter of useful life or lease term |
Bayer Asset Acquisition - Addit
Bayer Asset Acquisition - Additional Information (Detail) - Baayer Asset Acquisition [Member] - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Asset Acquisition [Line Items] | ||
Payments to acquire productive assets | $ 2,000 | $ 2,000 |
Payment of Asset Acquisition Contingent Consideration | 0 | |
Asset acquisition, contingent consideration, liability | 0 | 0 |
Milestone Payments [Member] | ||
Asset Acquisition [Line Items] | ||
Asset acquisition, consideration transferred contingent consideration | $ 2,000 | $ 2,000 |
Initial Public Offering (Detail
Initial Public Offering (Details) - Environmental Impact Acquisition Corp - $ / shares | Jan. 19, 2021 | Jan. 19, 2021 | Dec. 31, 2020 | Sep. 30, 2021 |
Initial Public Offering [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Number of unit sold | 20,700,000 | 20,700,000 | 20,700,000 | |
Initial public offering units, description | Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). | Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (“Public Warrant”).Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 9). | ||
Over-Allotment Option [Member] | Underwriter [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Number of unit sold | 2,700,000 | 2,700,000 | 2,700,000 | |
Stock price | $ 10 | $ 10 | $ 10 | |
Class A Common Stock | ||||
Initial Public Offering (Details) [Line Items] | ||||
Stock price | $ 11.50 | $ 11.50 | $ 11.50 |
Private Placement (Details)
Private Placement (Details) - Private Placement Warrants [Member] - Environmental Impact Acquisition Corp - $ / shares | Jan. 19, 2021 | Dec. 31, 2020 | Sep. 30, 2021 |
Private Placement (Details) [Line Items] | |||
Number of units issued | 2,000,000 | 2,000,000 | 2,000,000 |
Warrants price per share (in Dollars per share) | $ 1 | $ 1 | |
Aggregate of warrant shares | 2,000,000 | 2,000,000 | |
Private placement description | Each Private Placement Warrant will be exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment | Each Private Placement Warrant will be exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 9). | |
Class A Common Stock | |||
Private Placement (Details) [Line Items] | |||
Warrants price per share (in Dollars per share) | $ 11.50 | $ 11.50 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Aug. 09, 2021 | Jan. 13, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Aug. 31, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2019 | Sep. 04, 2020 |
Related Party Transactions (Details) [Line Items] | |||||||||
Value of class B common stock issued (in Dollars) | $ 173,000 | ||||||||
Environmental Impact Acquisition Corp | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Number of founder shares issued and outstanding | 4,312,500 | ||||||||
Shares subject to forfeiture | 675,000 | ||||||||
Percentage of common shares issued and outstanding after initial public offering | 20.00% | 20.00% | |||||||
Fair value of warrants (in Dollars) | $ 0.9 | ||||||||
Sponsor agreed to loan (in Dollars) | $ 500,000 | ||||||||
Borrowings (in Dollars) | $ 500,000 | ||||||||
Promissory Note [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Outstanding balance (in Dollars) | $ 300,000 | ||||||||
Promissory Note [Member] | Environmental Impact Acquisition Corp | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Aggregate principal amount (in Dollars) | $ 300,000 | ||||||||
Outstanding balance (in Dollars) | 300,000 | ||||||||
Working Capital Loans [Member] | Environmental Impact Acquisition Corp | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Aggregate principal amount (in Dollars) | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | ||||||
Conversion price per unit (in Dollars per share) | $ 10 | $ 10 | $ 1 | ||||||
Founder Shares [Member] | Environmental Impact Acquisition Corp | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Stock dividend, description | On January 13, 2021, the Company effected a stock dividend of 1.2 shares for each share of common stock outstanding, resulting in the Initial Stockholders holding an aggregate of 5,175,000 Founder Shares. | On January 13, 2021, the Company effected a stock dividend of 1.2 shares for each share of common stock outstanding, resulting in the Initial Stockholders holding an aggregate of 5,175,000 Founder Shares. | |||||||
Shares subject to forfeiture | 675,000 | 675,000 | |||||||
Founder Shares [Member] | Sponsor and HB Strategies [Member] | Environmental Impact Acquisition Corp | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Number of class B common stock issued | 7,187,500 | 7,187,500 | |||||||
Value of class B common stock issued (in Dollars) | $ 25,000 | ||||||||
Founder Shares [Member] | Sponsor [Member] | Environmental Impact Acquisition Corp | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Number of shares return to the company | 862,500 | ||||||||
Founder Shares [Member] | HB Strategies [Member] | Environmental Impact Acquisition Corp | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Number of shares return to the company | 2,443,750 | ||||||||
Founder Shares [Member] | Independent Director Nominees [Member] | Environmental Impact Acquisition Corp | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Number of shares issued | 431,250 | 431,250 | |||||||
Private Placement [Member] | Environmental Impact Acquisition Corp | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Number of shares issued | 12,425,000 | ||||||||
Private Placement [Member] | Sponsor [Member] | Environmental Impact Acquisition Corp | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Number of shares issued | 600,000 | 600,000 | 600,000 | ||||||
Private Placement [Member] | Gov. Patrick, Messrs. Brewster and Seavers [Member] | Environmental Impact Acquisition Corp | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Number of shares issued | 50,000 | 50,000 | 50,000 | ||||||
Common Class A [Member] | Environmental Impact Acquisition Corp | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Last sale price of common stock (in Dollars per share) | $ 12 | $ 12 | $ 12 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) | Aug. 09, 2021 | Jun. 23, 2021 | Feb. 22, 2021 | Nov. 15, 2020 | Jan. 31, 2020 | Jan. 01, 2020 | May 15, 2009 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2021 |
Commitments (Details) [Line Items] | |||||||||||||
Business Combination, Control Obtained Description | Each warrant of GreenLight (“GreenLight Warrant”), to the extent outstanding and unexercised, shall automatically, without any action of any party or any other person (including the holder thereof), be assumed by GreenLight and converted into a warrant to acquire shares of ENVI Class A Common Stock equal to the product (rounded down to the nearest whole number) of (x) the number of common shares of GreenLight (on an as converted basis) subject to such GreenLight Warrant immediately prior to the effective time of the Merger, multiplied by (y) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to the quotient of (i) the exercise price per share of such GreenLight Warrant immediately prior to the effective time of the Merger, divided by (ii) the Exchange Ratio. | ||||||||||||
Lessee, Operating Lease, Term of Contract | 48 months | 84 months | 60 months | 44 months | |||||||||
Lessee, Operating Lease maturity period | December 2026 | ||||||||||||
Payments for Tenant Improvements | $ 535,000 | $ 17,000 | |||||||||||
Payments for Additional Tenant Improvements | $ 1,000,000 | $ 250,000 | |||||||||||
Lessee, Operating Lease, Discount Rate | 9.00% | ||||||||||||
Lessee, Operating Lease maturity Dateof Contract | Feb. 28, 2025 | Feb. 28, 2025 | Feb. 14, 2024 | Mar. 31, 2025 | Feb. 14, 2024 | ||||||||
Total rent expense | $ 3,224 | $ 1,463 | $ 2,096,000 | $ 1,784,000 | |||||||||
Payments to Acquire Equipment on Lease | 934,000 | 1,075,000 | |||||||||||
Proceeds from Legal Settlements | $ 0 | $ 0 | $ 0 | ||||||||||
Environmental Impact Acquisition Corp | |||||||||||||
Commitments (Details) [Line Items] | |||||||||||||
Purchase price percentage | 2.00% | ||||||||||||
Registration Default Per Month Percentage | 2.00% | ||||||||||||
Shares Issued, Price Per Share | $ 10 | $ 10 | $ 10 | ||||||||||
Exceeds Per Share | $ 15 | ||||||||||||
Equity Method Investment, Ownership Percentage | 100.00% | ||||||||||||
Business Combination, Consideration Transferred | $ 282,300,000 | ||||||||||||
IPO [Member] | Environmental Impact Acquisition Corp | |||||||||||||
Commitments (Details) [Line Items] | |||||||||||||
Underwriting fee | $ 100,000 | $ 100,000 | |||||||||||
Payments to underwriter expenses to cover seller's concessions | $ 150,000 | $ 150,000 | |||||||||||
Private Placement [Member] | |||||||||||||
Commitments (Details) [Line Items] | |||||||||||||
Shares Issued, Price Per Share | $ 10 | ||||||||||||
Private Placement [Member] | Environmental Impact Acquisition Corp | |||||||||||||
Commitments (Details) [Line Items] | |||||||||||||
Shares, Issued | 12,425,000 | ||||||||||||
Business Combination [Member] | |||||||||||||
Commitments (Details) [Line Items] | |||||||||||||
Business combination, description | The Company will pay Canaccord for such services upon the consummation of a Business Combination a cash fee in an amount equal to 3.76 % of the gross proceeds of the Initial Public Offering if the underwriters’ over-allotment option is exercised in full. Pursuant to the terms of the business combination marketing agreement, no fee will be due if the Company does not complete a Business Combination. | ||||||||||||
Business Combination [Member] | Environmental Impact Acquisition Corp | |||||||||||||
Commitments (Details) [Line Items] | |||||||||||||
Business combination, description | The Company will pay Canaccord for such services upon the consummation of a Business Combination a cash fee in an amount equal to 3.76% of the gross proceeds of the Initial Public Offering. Pursuant to the terms of the business combination marketing agreement, no fee will be due if the Company does not complete a Business Combination. | ||||||||||||
Business Combination, Control Obtained Description | Each warrant of GreenLight (“GreenLight Warrant”), to the extent outstanding and unexercised, shall automatically, without any action of any party or any other person (including the holder thereof), be assumed by GreenLight and converted into a warrant to acquire shares of ENVI Class A Common Stock equal to the product (rounded down to the nearest whole number) of (x) the number of common shares of GreenLight (on an as converted basis) subject to such GreenLight Warrant immediately prior to the effective time of the Merger, multiplied by (y) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to the quotient of (i) the exercise price per share of such GreenLight Warrant immediately prior to the effective time of the Merger, divided by (ii) the Exchange Ratio. | ||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 10,500,000 | ||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 105,300 | ||||||||||||
Maximum [Member] | Environmental Impact Acquisition Corp | |||||||||||||
Commitments (Details) [Line Items] | |||||||||||||
Proposed public offering period | 7 years | ||||||||||||
Minimum [Member] | Environmental Impact Acquisition Corp | |||||||||||||
Commitments (Details) [Line Items] | |||||||||||||
Proposed public offering period | 5 years |
Commitments and Contingencies -
Commitments and Contingencies - Summary of future minimum lease payments under noncancelable operating leases (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Operating Lease Liabilities, Gross Difference, Amount [Abstract] | ||
2021 (remaining 3 months) | $ 1,899 | |
2022/2021 | 7,646 | $ 3,436 |
2023/2022 | 6,418 | 6,108 |
2024/2023 | 1,687 | 4,879 |
2025/2024 | 565 | 655 |
2025 | 405 | |
Thereafter | 402 | 402 |
Total minimum lease payments | $ 18,617 | $ 15,885 |
Commitments and Contingencies_3
Commitments and Contingencies - Summary of future minimum payments under these capital lease arrangements (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
2021 (remaining 3 months) | $ 198 | |
2022/2021 | 779 | $ 839 |
2023/2022 | 330 | 779 |
2023 | 330 | |
Thereafter | 0 | 0 |
Total minimum lease payments | 1,307 | 1,948 |
Less: amount representing interest | (160) | (323) |
Present value of minimum lease payments | $ 1,147 | $ 1,625 |
Collaboration Arrangement - Add
Collaboration Arrangement - Additional Information (Detail) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Collaboration revenue | $ 0 | $ 962,000 | $ 962,000 | $ 3,001,000 |
Collaborative Arrangement [Member] | 30 months after achievement of Milestone 2 [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Collaborative arrangement minimum royalty payment receivable | 100,000 | 100,000 | ||
Collaborative Arrangement [Member] | After the fifth anniversary of achievement of Milestone 2 [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Collaborative arrangement minimum royalty payment receivable | 500,000 | 500,000 | ||
Collaborative Arrangement [Member] | After the eighth anniversary of achievement of Milestone 2 [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Collaborative arrangement minimum royalty payment receivable | 1,000,000 | 1,000,000 | ||
Collaborative Arrangement [Member] | Ingredion [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Collaboration revenue | 0 | $ 962,000 | 962,000 | $ 3,001,000 |
Collaborative arrangement aggregate milestone receivable | 12,000,000 | 12,000,000 | ||
Collaborative arrangement milestone payments receivable included in transaction price | 0 | 0 | ||
Collaborative Arrangement [Member] | Ingredion [Member] | Royalty [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Collaboration revenue | $ 0 | $ 0 |
Grant Revenue - Additional Info
Grant Revenue - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 31, 2020 | |
Grant Revenue [Line Items] | |||||
Grant revenue | $ 1,180 | $ 513 | $ 785 | $ 0 | |
Deferred revenue | 1,378 | 1,663 | |||
Bill & Melinda Gates Foundation [Member] | |||||
Grant Revenue [Line Items] | |||||
Grant receivable | $ 3,343 | ||||
Aggregate grant received | 895 | 2,448 | |||
Research and developments costs associated with grant | 1,026 | 442 | 683 | ||
Grant revenue | 1,180 | $ 513 | 785 | ||
Deferred revenue | $ 1,378 | $ 1,663 |
Property And Equipment, Net - S
Property And Equipment, Net - Summary of Property and Equipment (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 29,044 | $ 19,965 | $ 5,741 |
Less: Accumulated depreciation and amortization | (7,300) | (3,686) | (1,992) |
Property and equipment, net | 21,744 | 16,279 | 3,749 |
Computer hardware and software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 701 | 533 | 12 |
Laboratory equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 15,816 | 8,040 | 4,320 |
Leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 9,832 | 4,545 | 228 |
Construction in progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 2,695 | $ 6,847 | $ 1,181 |
Property And Equipment, Net - A
Property And Equipment, Net - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||||
Capital lease assets | $ 2,508 | $ 2,508 | $ 1,574 | |
Capital lease accumulated amortization | 1,326 | 927 | 379 | |
Depreciation and amortization expense | $ 3,635 | $ 1,108 | $ 1,709 | $ 687 |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accrued Liabilities, Current [Abstract] | |||
Accrued employee compensation and benefits | $ 5,332 | $ 4,024 | $ 2,752 |
Accrued research and development | 1,659 | 612 | 405 |
Accrued professional fees | 933 | 568 | 242 |
Accrued other | 1,427 | 1,622 | 119 |
Total accrued expenses | $ 9,351 | $ 6,826 | $ 3,518 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Stockholders' Equity (Details) [Line Items] | |||||
Common stock, shares authorized | 191,500,000 | 191,500,000 | 191,500,000 | 105,000,000 | |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares issued | 3,290,101 | 3,534,570 | 3,290,101 | 3,149,356 | |
Common stock, shares outstanding | 3,252,636 | 3,472,730 | 3,252,636 | 3,121,514 | |
Ordinary shares, authorized | 191,500,000 | 191,500,000 | 191,500,000 | 105,000,000 | |
Ordinary shares, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, voting rights | one vote | one vote | |||
Environmental Impact Acquisition Corp | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Converted basis, percentage | 20.00% | ||||
Preferred stock, shares issued | 0 | 0 | |||
Preferred stock, shares outstanding | 0 | 0 | |||
Warrants, description | Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: • in whole and not in part; • at a price of $0.01 per Public Warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business trading days before sending the notice of redemption to warrant holders. | ||||
Business Combination [Member] | Environmental Impact Acquisition Corp | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Business combination, description | (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. | ||||
Class A Common Stock | Environmental Impact Acquisition Corp | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares issued | 0 | 20,700,000 | 0 | ||
Common stock, shares outstanding | 0 | 20,700,000 | 0 | ||
Converted basis, percentage | 20.00% | ||||
Ordinary shares, authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, voting rights | Holders of Class A common stock are entitled to one vote for each share. | ||||
Class B Common Stock | Environmental Impact Acquisition Corp | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares issued | 5,175,000 | 5,175,000 | 5,175,000 | ||
Common stock, shares outstanding | 5,175,000 | 5,175,000 | 5,175,000 | ||
Ordinary shares, authorized | 20,000,000 | 20,000,000 | 20,000,000 | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, voting rights | Holders of Class B common stock are entitled to one vote for each share. |
Warrants (Details)
Warrants (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jun. 30, 2016 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2021 | Jul. 31, 2020 | |
Warrants (Details) [Line Items] | |||||||
Business combination, description | Each warrant of GreenLight (“GreenLight Warrant”), to the extent outstanding and unexercised, shall automatically, without any action of any party or any other person (including the holder thereof), be assumed by GreenLight and converted into a warrant to acquire shares of ENVI Class A Common Stock equal to the product (rounded down to the nearest whole number) of (x) the number of common shares of GreenLight (on an as converted basis) subject to such GreenLight Warrant immediately prior to the effective time of the Merger, multiplied by (y) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to the quotient of (i) the exercise price per share of such GreenLight Warrant immediately prior to the effective time of the Merger, divided by (ii) the Exchange Ratio. | ||||||
Warrants and Rights Outstanding | $ 1,293,000 | $ 125,000 | |||||
Common Stock [Member] | |||||||
Warrants (Details) [Line Items] | |||||||
Class of warrant or right, Number of securities called by warrants or rights | 219,839 | 40,000 | |||||
Series D Preferred Stock Warrant [Member] | |||||||
Warrants (Details) [Line Items] | |||||||
Class of warrant or right, Grant date fair value of warrant | $ 357,000 | ||||||
Common Stock Warrants [Member] | |||||||
Warrants (Details) [Line Items] | |||||||
Class of warrant or right, Exercises of existing warrants or issuances of additional warrants during period | 0 | 0 | |||||
Class of warrant or right, Exercises of existing warrants during period | 0 | 0 | 0 | ||||
Common Stock Warrants [Member] | Common Stock Warrant Classified As Liability [Member] | |||||||
Warrants (Details) [Line Items] | |||||||
Class of warrant or right exercise price of warrants or rights | $ 0.82 | ||||||
Derivative liabilities | $ 1,084,000 | $ 138,000 | |||||
Common Stock Warrants [Member] | Two Thousand And Sixteen Common Warrant [Member] | |||||||
Warrants (Details) [Line Items] | |||||||
Class of warrant or right, Grant date fair value of warrant | $ 5,000 | ||||||
Class of warrant or right, Exercisable, Term | 10 years | ||||||
Common Stock Warrants [Member] | Two Thousand And Twenty One Common Warrant [Member] | Common Stock Warrant Classified As Liability [Member] | |||||||
Warrants (Details) [Line Items] | |||||||
Warrants and Rights Outstanding | $ 232,000 | ||||||
Common Stock Warrants [Member] | Common Stock [Member] | Common Stock Warrant Classified As Liability [Member] | |||||||
Warrants (Details) [Line Items] | |||||||
Class of warrant or right, Number of securities called by warrants or rights | 219,839 | ||||||
Class of warrant or right exercise price of warrants or rights | $ 0.82 | ||||||
Common Stock Warrants [Member] | Common Stock [Member] | Two Thousand And Sixteen Common Warrant [Member] | |||||||
Warrants (Details) [Line Items] | |||||||
Class of warrant or right, Number of securities called by warrants or rights | 40,000 | ||||||
Class of warrant or right exercise price of warrants or rights | $ 0.22 | ||||||
Common Stock Warrants [Member] | Common Stock [Member] | Two Thousand And Twenty One Common Warrant [Member] | |||||||
Warrants (Details) [Line Items] | |||||||
Class of warrant or right, Number of securities called by warrants or rights | 51,724 | ||||||
Class of warrant or right exercise price of warrants or rights | $ 1.74 | ||||||
Preferred Stock Warrants [Member] | |||||||
Warrants (Details) [Line Items] | |||||||
Class of warrant or right, Exercises of existing warrants or issuances of additional warrants during period | 0 | ||||||
Environmental Impact Acquisition Corp | |||||||
Warrants (Details) [Line Items] | |||||||
Warrants and Rights Outstanding | $ 13,341,000 | ||||||
BusinessCombinationMember | Environmental Impact Acquisition Corp | |||||||
Warrants (Details) [Line Items] | |||||||
Business combination, description | Each warrant of GreenLight (“GreenLight Warrant”), to the extent outstanding and unexercised, shall automatically, without any action of any party or any other person (including the holder thereof), be assumed by GreenLight and converted into a warrant to acquire shares of ENVI Class A Common Stock equal to the product (rounded down to the nearest whole number) of (x) the number of common shares of GreenLight (on an as converted basis) subject to such GreenLight Warrant immediately prior to the effective time of the Merger, multiplied by (y) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to the quotient of (i) the exercise price per share of such GreenLight Warrant immediately prior to the effective time of the Merger, divided by (ii) the Exchange Ratio. | ||||||
Public Warrants [Member] | Environmental Impact Acquisition Corp | |||||||
Warrants (Details) [Line Items] | |||||||
Warrants outstanding | 10,350,000 | 0 | |||||
Description of redemption of public warrants | Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: • in whole and not in part; • at a price of $0.01 per Public Warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business trading days before sending the notice of redemption to warrant holders. | ||||||
Private Placement Warrants [Member] | Environmental Impact Acquisition Corp | |||||||
Warrants (Details) [Line Items] | |||||||
Warrants outstanding | 2,000,000 | ||||||
Class of warrant or right exercise price of warrants or rights | $ 1 | $ 1 | |||||
Insider Warrants [Member] | Environmental Impact Acquisition Corp | |||||||
Warrants (Details) [Line Items] | |||||||
Warrants outstanding | 750,000 | ||||||
Common Class A [Member] | Environmental Impact Acquisition Corp | |||||||
Warrants (Details) [Line Items] | |||||||
Business combination, description | In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. | ||||||
Common Class A [Member] | Private Placement Warrants [Member] | Environmental Impact Acquisition Corp | |||||||
Warrants (Details) [Line Items] | |||||||
Class of warrant or right exercise price of warrants or rights | $ 11.50 | $ 11.50 | |||||
Series D Redeemable Convertible Preferred Stock [Member] | |||||||
Warrants (Details) [Line Items] | |||||||
Class of warrant or right, Number of securities called by warrants or rights | 874,130 | ||||||
Series D Redeemable Convertible Preferred Stock [Member] | Series D Preferred Stock Warrant [Member] | |||||||
Warrants (Details) [Line Items] | |||||||
Class of warrant or right, Number of securities called by warrants or rights | 874,130 | ||||||
Class of warrant or right exercise price of warrants or rights | $ 1.8118 |
Warrants - Summary Of Preferred
Warrants - Summary Of Preferred Stock Warrants Classified As Liabilities (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Preferred Stock Warrants Classified As Liabilities [Member] | |||
Class of Warrant or Right [Line Items] | |||
Shares | 100,811 | 100,811 | 100,811 |
Fair Value | $ 522 | $ 125 | $ 103 |
Preferred Stock Warrants Classified As Liabilities [Member] | Series A1 Redeemable Convertible Preferred Stock [Member] | |||
Class of Warrant or Right [Line Items] | |||
Shares | 58,127 | 58,127 | 58,127 |
Preferred Stock Warrants Classified As Liabilities [Member] | Series A 2Redeemable Convertible Preferred Stock [Member] | |||
Class of Warrant or Right [Line Items] | |||
Shares | 24,510 | 24,510 | 24,510 |
Preferred Stock Warrants Classified As Liabilities [Member] | Series A 3Redeemable Convertible Preferred Stock [Member] | |||
Class of Warrant or Right [Line Items] | |||
Shares | 18,174 | 18,174 | 18,174 |
Series A 1 Preferred Stock Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Issuance Date | Dec. 31, 2011 | Dec. 31, 2011 | |
Series A 1 Preferred Stock Warrants [Member] | Preferred Stock Warrants Classified As Liabilities [Member] | |||
Class of Warrant or Right [Line Items] | |||
Fair Value | $ 314 | $ 75 | $ 59 |
Issuance Date | Dec. 31, 2011 | Dec. 31, 2011 | |
Exercise Price | $ 0.15 | $ 0.15 | $ 0.15 |
Expiration Date | Jan. 17, 2022 | Jan. 17, 2022 | Jan. 17, 2022 |
Series A 2 Preferred Stock Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Issuance Date | Aug. 26, 2014 | Aug. 26, 2014 | |
Series A 2 Preferred Stock Warrants [Member] | Preferred Stock Warrants Classified As Liabilities [Member] | |||
Class of Warrant or Right [Line Items] | |||
Fair Value | $ 110 | $ 21 | $ 19 |
Issuance Date | Aug. 26, 2014 | Aug. 26, 2014 | |
Exercise Price | $ 1.53 | $ 1.53 | $ 1.53 |
Expiration Date | Aug. 25, 2024 | Aug. 25, 2024 | Aug. 25, 2024 |
Series A 3 Preferred Stock Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Issuance Date | Dec. 18, 2015 | Dec. 18, 2015 | |
Series A 3 Preferred Stock Warrants [Member] | Preferred Stock Warrants Classified As Liabilities [Member] | |||
Class of Warrant or Right [Line Items] | |||
Fair Value | $ 98 | $ 29 | $ 25 |
Issuance Date | Dec. 18, 2015 | Dec. 18, 2015 | |
Exercise Price | $ 0.23 | $ 0.23 | $ 0.23 |
Expiration Date | Dec. 18, 2025 | Dec. 18, 2025 | Dec. 18, 2025 |
Warrants - Summary Of Estimated
Warrants - Summary Of Estimated The Fair Value Of The Warrants (Details) | Sep. 30, 2021yr | Mar. 29, 2021yr | Dec. 31, 2020yr | Dec. 31, 2019yr |
Preferred Stock Warrants Classified As Liabilities [Member] | Fair value of underlying series of preferred stock [Member] | Series A 1 Preferred Stock Warrants [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative Liability, Measurement Input | 5.55 | 1.45 | 1.17 | |
Preferred Stock Warrants Classified As Liabilities [Member] | Fair value of underlying series of preferred stock [Member] | Series A 2 Preferred Stock Warrants [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative Liability, Measurement Input | 5.58 | 1.54 | 1.30 | |
Preferred Stock Warrants Classified As Liabilities [Member] | Fair value of underlying series of preferred stock [Member] | Series A 3 Preferred Stock Warrants [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative Liability, Measurement Input | 5.64 | 1.76 | 1.55 | |
Preferred Stock Warrants Classified As Liabilities [Member] | Risk-free interest rate [Member] | Series A 1 Preferred Stock Warrants [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative Liability, Measurement Input | 0.0004 | 0.0010 | 0.0160 | |
Preferred Stock Warrants Classified As Liabilities [Member] | Risk-free interest rate [Member] | Series A 2 Preferred Stock Warrants [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative Liability, Measurement Input | 0.0053 | 0.0027 | 0.0170 | |
Preferred Stock Warrants Classified As Liabilities [Member] | Risk-free interest rate [Member] | Series A 3 Preferred Stock Warrants [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative Liability, Measurement Input | 0.0076 | 0.0036 | 0.0180 | |
Preferred Stock Warrants Classified As Liabilities [Member] | Expected volatility [Member] | Series A 1 Preferred Stock Warrants [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative Liability, Measurement Input | 0.727 | 0.884 | 0.762 | |
Preferred Stock Warrants Classified As Liabilities [Member] | Expected volatility [Member] | Series A 2 Preferred Stock Warrants [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative Liability, Measurement Input | 0.898 | 0.785 | 0.766 | |
Preferred Stock Warrants Classified As Liabilities [Member] | Expected volatility [Member] | Series A 3 Preferred Stock Warrants [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative Liability, Measurement Input | 0.832 | 0.824 | 0.763 | |
Preferred Stock Warrants Classified As Liabilities [Member] | Estimated time [Member] | Series A 1 Preferred Stock Warrants [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative Liability, Measurement Input | 0.30 | 1.05 | 2.05 | |
Preferred Stock Warrants Classified As Liabilities [Member] | Estimated time [Member] | Series A 2 Preferred Stock Warrants [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative Liability, Measurement Input | 2.90 | 3.65 | 4.65 | |
Preferred Stock Warrants Classified As Liabilities [Member] | Estimated time [Member] | Series A 3 Preferred Stock Warrants [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative Liability, Measurement Input | 4.22 | 4.97 | 5.97 | |
Common Stock Warrant Classified As Liability [Member] | Risk-free interest rate [Member] | Common Stock Warrants [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative Liability, Measurement Input | 0.0152 | 0.0173 | ||
Common Stock Warrant Classified As Liability [Member] | Expected volatility [Member] | Common Stock Warrants [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative Liability, Measurement Input | 0.8250 | 0.7210 | ||
Common Stock Warrant Classified As Liability [Member] | Estimated time [Member] | Common Stock Warrants [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative Liability, Measurement Input | 9.5 | 10 | ||
Common Stock Warrant Classified As Liability [Member] | Fair value of common stock | Common Stock Warrants [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative Liability, Measurement Input | 5.26 | 0.82 |
Warrants - Summary Of Common St
Warrants - Summary Of Common Stock Warrant Classified (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | Jul. 31, 2020 | Jun. 30, 2016 | |
Common Stock [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Shares | 219,839 | 40,000 | |||
Common Stock Warrants [Member] | Two Thousand And Sixteen Common Warrant [Member] | Common Stock [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Shares | 40,000 | ||||
Exercise Price | $ 0.22 | ||||
Common Stock Warrants [Member] | Two Thousand And Twenty One Common Warrant [Member] | Common Stock [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Shares | 51,724 | ||||
Exercise Price | $ 1.74 | ||||
Series D Redeemable Convertible Preferred Stock [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Shares | 874,130 | ||||
Series D Redeemable Convertible Preferred Stock [Member] | Series D Preferred Stock Warrant [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Shares | 874,130 | ||||
Exercise Price | $ 1.8118 | ||||
Preferred Stock Warrants Classified As Equity [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Shares | 874,130 | ||||
Preferred Stock Warrants Classified As Equity [Member] | Series D Preferred Stock Warrant [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Issuance Date | Jul. 24, 2020 | ||||
Exercise Price | $ 1.8118 | ||||
Expiration Date | Jul. 24, 2025 | ||||
Common Stock Warrants Classified As Equity [Member] | Two Thousand And Sixteen Common Warrant [Member] | Common Stock [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Shares | 40,000 | ||||
Common Stock Warrants Classified As Equity [Member] | Two Thousand And Twenty One Common Warrant [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Shares | 91,724 | ||||
Common Stock Warrants Classified As Equity [Member] | Two Thousand And Twenty One Common Warrant [Member] | Common Stock [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Shares | 51,724 | ||||
Common Stock Warrants Classified As Equity [Member] | Common Stock Warrants [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Shares | 40,000 | ||||
Common Stock Warrants Classified As Equity [Member] | Common Stock Warrants [Member] | Two Thousand And Sixteen Common Warrant [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Issuance Date | Jun. 14, 2016 | Jun. 14, 2016 | |||
Exercise Price | $ 0.22 | $ 0.22 | |||
Expiration Date | Jun. 13, 2026 | Jun. 13, 2026 | |||
Common Stock Warrants Classified As Equity [Member] | Common Stock Warrants [Member] | Two Thousand And Twenty One Common Warrant [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Issuance Date | Sep. 22, 2021 | ||||
Exercise Price | $ 1.74 | ||||
Expiration Date | Sep. 21, 2031 | ||||
Common Stock Warrant Classified As Liability [Member] | Common Stock Warrants [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Issuance Date | Mar. 29, 2021 | ||||
Exercise Price | $ 0.82 | ||||
Expiration Date | Mar. 29, 2031 | ||||
Fair Value | $ 1,084 | $ 138 | |||
Common Stock Warrant Classified As Liability [Member] | Common Stock Warrants [Member] | Common Stock [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Shares | 219,839 | ||||
Exercise Price | $ 0.82 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Mar. 29, 2021 | Jun. 23, 2016 | May 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||||||
Proceeds from Convertible debt | $ 16,775 | $ 16,775 | $ 0 | ||||
Payment of issuance costs | $ 392 | $ 134 | 134 | 0 | |||
Warrants and rights outstanding | 1,293 | $ 125 | |||||
Trinity Capital [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 11,250 | ||||||
Line of Credit Facility, Current Borrowing Capacity | $ 5,000 | ||||||
Line of Credit Facility, Interest Rate During Period | 3.25% | ||||||
Debt Instrument, Collateral Amount | 13,292 | ||||||
Debt Issuance Costs, Line of Credit Arrangements, Net | 392 | ||||||
Trinity Capital [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Line of Credit | $ 11,250 | ||||||
Two Thousand And Twenty One Common Warrant [Member] | Common Stock Warrants Classified As Equity [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Number of common stock into which the class of warrant or right may be converted | 91,724 | ||||||
Common Stock Warrants [Member] | Common Stock Warrants Classified As Equity [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Number of common stock into which the class of warrant or right may be converted | 40,000 | ||||||
Common Stock Warrants [Member] | Two Thousand And Twenty One Common Warrant [Member] | Common Stock Warrants Classified As Equity [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Class of warrant or right exercise price of warrants or rights | $ 1.74 | ||||||
Loan Agreement [Member] | Common Stock Warrants [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Number of common stock into which the class of warrant or right may be converted | 40,000 | ||||||
Class of warrant or right exercise price of warrants or rights | $ 0.22 | ||||||
Loan And Security Agreement [Member] | Common Stock Warrants [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Class of warrant or right, Warrants issued during period related to financing | 34,483 | ||||||
Loan And Security Agreement [Member] | Common Stock Warrants [Member] | Two Thousand And Twenty One Common Warrant [Member] | Common Stock Warrants Classified As Equity [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Warrants and rights outstanding | $ 232 | ||||||
Class of warrant or right, Warrants authorized to issue | 51,724 | ||||||
Debt Funding [Member] | Trinity Capital [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument payment terms | 36 months | ||||||
Equipment Financing [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Class of warrant or right, Warrants issued during period related to financing | 219,839 | ||||||
Derivative Liability | $ 138 | ||||||
Convertible Debt [Member] | Two Thousand And Twenty Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Proceeds from Convertible debt | $ 16,775 | ||||||
Debt instrument interest rate | 5.00% | ||||||
Accrued interest | $ 587 | 1,224 | $ 587 | ||||
Debt instrument term | 2 years | ||||||
Debt instrument convertible discounted conversion price | 85.00% | ||||||
Debt instrument convertible period for right to receive royalty payments | 15 years | ||||||
Payment of issuance costs | $ 134 | ||||||
Notes Payable to Banks [Member] | Silicon Valley Bank [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument interest rate | 4.25% | ||||||
Debt face amount | $ 2,000 | ||||||
Debt instrument date of last interest payment | Mar. 31, 2017 | ||||||
Debt instrument, date of first required payment | Apr. 1, 2017 | ||||||
Debt instrument maturity date | Mar. 1, 2020 | ||||||
Debt Instrument annual principal payment | $ 167 | $ 667 | |||||
Term Loan [Member] | Loan And Security Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Payment of issuance costs | 411 | ||||||
Debt face amount | $ 15,000 | ||||||
Debt instrument, date of first required payment | Apr. 1, 2022 | ||||||
Debt instrument maturity date | Sep. 1, 2024 | ||||||
Proceeds from issuance of debt | $ 10,000 | ||||||
Debt instrument, Borrowing end date | Mar. 31, 2022 | ||||||
Long term debt, Percentage bearing fixed interest, Percentage rate | 3.50% | ||||||
Debt instrument, Frequency of periodic payment, Accrued interest | monthly | ||||||
Debt instrument, Unused borrowing capacity, Amount | $ 5,000 | ||||||
Percentage Of The Original Principal Amount Of Debt Instrument Paid As Final Payment Fee On Debt Prepayment In Full | 4.00% | ||||||
Extinguishment of debt, Amount that may be prepaid in increments | $ 5,000 | ||||||
Debt issuance costs, Net | $ 411 | ||||||
Debt instrument, Frequency of periodic payment | monthly | ||||||
Term Loan [Member] | Loan And Security Agreement [Member] | On Or Before September Twenty Two Two Thousand And Twenty Two [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Extinguishment of debt, Percentage of principal prepaid | 3.00% | ||||||
Extinguishment of debt, Prepayment, Terms | prepayment made on or before September 22, 2022 | ||||||
Term Loan [Member] | Loan And Security Agreement [Member] | After September Twenty Two Two Thousand And Twenty Two And On Or Before September Twenty Two Two Thousand And Twenty Three [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Extinguishment of debt, Percentage of principal prepaid | 2.00% | ||||||
Extinguishment of debt, Prepayment, Terms | prepayment made after September 22, 2022 and on or before September 22, 2023 | ||||||
Term Loan [Member] | Loan And Security Agreement [Member] | After September Twenty Two Two Thousand And Twenty Three And On Or Before September One Two Thousand And Twenty Four [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Extinguishment of debt, Percentage of principal prepaid | 1.00% | ||||||
Extinguishment of debt, Prepayment, Terms | prepayment made after September 22, 2023 and on or before September 1, 2024 | ||||||
Term Loan [Member] | Loan And Security Agreement [Member] | Based On Borrowings [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, date of first required payment | Oct. 1, 2022 | ||||||
Term Loan [Member] | Loan And Security Agreement [Member] | Prime Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, Basis spread on variable rate | 0.25% |
Common Stock (Details) - Summar
Common Stock (Details) - Summary of common stock reserved for future issuance - shares | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Summary Of Common Stock Capital Shares Reserved For Future Issuance [Line Items] | |||
Common Stock, Capital Shares Reserved for Future Issuance | 179,191,290 | 173,604,291 | 100,990,436 |
Previously Reported [Member] | |||
Summary Of Common Stock Capital Shares Reserved For Future Issuance [Line Items] | |||
Common Stock, Capital Shares Reserved for Future Issuance | 174,609,517 | ||
Common stock warrants | |||
Summary Of Common Stock Capital Shares Reserved For Future Issuance [Line Items] | |||
Common Stock, Capital Shares Reserved for Future Issuance | 1,299,548 | 40,000 | 40,000 |
Common stock warrants | Previously Reported [Member] | |||
Summary Of Common Stock Capital Shares Reserved For Future Issuance [Line Items] | |||
Common Stock, Capital Shares Reserved for Future Issuance | 1,045,226 | ||
Unvested restricted stock | |||
Summary Of Common Stock Capital Shares Reserved For Future Issuance [Line Items] | |||
Common Stock, Capital Shares Reserved for Future Issuance | 61,839 | 37,465 | 27,842 |
Options to purchase common stock | |||
Summary Of Common Stock Capital Shares Reserved For Future Issuance [Line Items] | |||
Common Stock, Capital Shares Reserved for Future Issuance | 26,490,587 | 22,538,570 | 19,701,693 |
Convertible debt with accrued interest | |||
Summary Of Common Stock Capital Shares Reserved For Future Issuance [Line Items] | |||
Common Stock, Capital Shares Reserved for Future Issuance | 9,934,084 | 9,583,023 | 0 |
Redeemable convertible preferred stock | |||
Summary Of Common Stock Capital Shares Reserved For Future Issuance [Line Items] | |||
Common Stock, Capital Shares Reserved for Future Issuance | 141,405,233 | 141,405,233 | 81,220,901 |
Common Stock (Details)
Common Stock (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 191,500,000 | 191,500,000 | 105,000,000 | |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, voting rights | one vote | one vote | ||
Dividends Payable | $ 0 | $ 0 | $ 0 |
Treasury Stock - Additional Inf
Treasury Stock - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Treasury Stock, Shares [Abstract] | ||
Retirement shares of common stock held in treasury | 0 | 1,200,000 |
Adjustments to additional paid in capital treasury tock Shares Retired | $ 127 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of the computation of basic and diluted net loss per share attributable to common stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | ||||
Net loss | $ (77,638) | $ (35,763) | $ (53,251) | $ (28,649) |
Less: Accruals of dividends of preferred stock | (13,033) | (9,101) | (13,445) | (8,505) |
Net loss attributable to common stockholders | $ (90,671) | $ (44,864) | $ (66,696) | $ (37,154) |
Denominator: | ||||
Weighted-average common stock outstanding | 3,324,547 | 3,201,202 | 3,211,968 | 3,437,367 |
Net loss per share, basic and diluted | $ (27.27) | $ (14.01) | $ (20.76) | $ (10.81) |
Net Loss Per Share - Summary _2
Net Loss Per Share - Summary of the excluded potential common stock (Details) - shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 179,191,290 | 171,437,527 | 174,609,517 | 101,121,532 |
Preferred stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 141,405,233 | 141,405,233 | 141,405,233 | 81,220,901 |
Convertible debt with accrued interest | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 9,934,084 | 9,464,717 | 9,583,023 | 0 |
Unvested restricted stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 61,839 | 44,737 | 37,465 | 27,842 |
Options to purchase common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 26,490,587 | 19,477,614 | 22,538,570 | 19,701,693 |
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,299,548 | 1,045,226 | 1,045,226 | 171,096 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of assumptions in the binomial option-pricing model used to determine the fair value of stock options (Details) - $ / shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Share-based Payment Arrangement, Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Fair value of underlying common stock | $ 0.33 | |||
Maximum [Member] | Share-based Payment Arrangement, Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Fair value of underlying common stock | $ 5.26 | $ 0.65 | $ 0.65 | |
Weighted average risk-free interest rate | 1.29% | 1.55% | 1.55% | 2.56% |
Expected term (years) | 6 years | 6 years | 6 years | 6 years 4 months 24 days |
Expected volatility | 68.80% | 70.36% | 70.40% | 74.40% |
Minimum [Member] | Share-based Payment Arrangement, Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Fair value of underlying common stock | $ 0.82 | $ 0.46 | $ 0.46 | |
Weighted average risk-free interest rate | 0.48% | 0.27% | 0.27% | 1.62% |
Expected term (years) | 5 years | 5 years | 5 years | 5 years |
Expected volatility | 67.27% | 69.53% | 69.50% | 70.00% |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Option Activity (Details) - Share-based Payment Arrangement, Option [Member] - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Beginning balance, Shares | 22,538,570 | 19,701,693 | |
Shares, Granted | 4,594,102 | 8,354,564 | |
Shares, Exercised | (244,468) | (140,745) | |
Shares, Cancelled or forfeited | (397,617) | (5,376,942) | |
Ending balance, Shares | 26,490,587 | 22,538,570 | 19,701,693 |
Shares, Vested and expected to vest | 26,490,587 | 22,538,570 | 19,701,693 |
Shares, Exercisable | 9,203,021 | 6,947,529 | 4,354,321 |
Beginning balance, Weighted-Average Exercise Price | $ 0.41 | $ 0.29 | |
Weighted-Average Exercise Price, Granted | 1.33 | 0.65 | |
Weighted-Average Exercise Price, Exercised | 0.43 | 0.26 | |
Weighted-Average Exercise Price, Cancelled or forfeited | 0.39 | 0.32 | |
Ending balance, Weighted-Average Exercise Price | 0.57 | 0.41 | $ 0.29 |
Weighted-Average Exercise Price, Vested and expected to vest | 0.57 | 0.41 | 0.29 |
Weighted-Average Exercise Price, Exercisable | $ 0.28 | $ 0.25 | $ 0.21 |
Beginning balance, Weighted-Average Remaining Contractual Term | 8 years 1 month 6 days | 8 years 6 months | 9 years |
Ending balance, Weighted-Average Remaining Contractual Term | 8 years 1 month 6 days | 8 years 6 months | 9 years |
Weighted-Average Remaining Contractual Term, Vested and expected to vest | 8 years 1 month 6 days | 8 years 6 months | 9 years |
Weighted-Average Remaining Contractual Term, Exercisable | 6 years 7 months 6 days | 7 years | 6 years 7 months 6 days |
Beginning balance, Aggregate Intrinsic Value | $ 124,331 | $ 9,170 | $ 3,404 |
Aggregate Intrinsic Value, Exercised | 1,181 | 79 | |
Ending balance, Aggregate Intrinsic Value | 124,331 | 9,170 | 3,404 |
Aggregate Intrinsic Value, Vested and expected to vest | 124,331 | 9,170 | 3,404 |
Aggregate Intrinsic Value, Exercisable, Aggregate Intrinsic Value | $ 45,789 | $ 3,957 | $ 1,083 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of the Company's restricted stock activity (Details) - Restricted Stock [Member] - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Beginning balance, Unvested shares | 37,465 | 27,842 | 40,692 |
Shares, Vested | (39,876) | (31,086) | (12,850) |
shares, Granted | 64,250 | 40,709 | |
Ending balance, Unvested shares | 61,839 | 37,465 | 27,842 |
Beginning balance,Weighted- Average Grant-Date Fair Value | $ 0.37 | $ 0.23 | $ 0.23 |
Weighted- Average Grant-Date Fair Value, Vested | 0.55 | 0.36 | 0.23 |
Weighted- Average Grant-Date Fair Value, Granted | 0.82 | 0.46 | |
Ending balance, Weighted- Average Grant-Date Fair Value | $ 0.72 | $ 0.37 | $ 0.23 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of stock-based compensation expense (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock-based compensation expense | $ 1,292 | $ 442 | $ 659 | $ 430 |
Research and Development Expense [Member] | ||||
Stock-based compensation expense | 580 | 201 | 306 | 166 |
General and Administrative Expense [Member] | ||||
Stock-based compensation expense | $ 712 | $ 241 | $ 353 | $ 264 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional information (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | 36 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock capital shares reserved for future issuance | 179,191,290 | 173,604,291 | 100,990,436 | 173,604,291 | |
Independent Directors [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted average grant date fair value of stock options granted | $ 0.33 | ||||
Share-based compensation arrangement by Share based payment award shares issued in period | 780,500 | ||||
Share-based compensation arrangement by Share based payment award shares issued in period value | $ 258 | ||||
Share based compensation arrangement By share based payment award shares issued in period value for prior periods | 172 | ||||
Share based compensation arrangement By share based payment award shares issued in period value for current periods | $ 86 | ||||
Share-based Payment Arrangement, Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock capital shares reserved for future issuance | 26,490,587 | 22,538,570 | 19,701,693 | 22,538,570 | |
Intrinsic value of options exercised | $ 1,181 | $ 79 | |||
Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock capital shares reserved for future issuance | 61,839 | 37,465 | 27,842 | 37,465 | |
Vested in Period, Fair Value | $ 22 | $ 11 | |||
Two Thousand And Twelve Stock Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock capital shares reserved for future issuance | 30,555,461 | 30,555,461 | 21,576,227 | 30,555,461 | |
Share based compensation arrangement by share based payment award number of shares available for granted | 3,395,767 | 7,592,252 | 1,623,363 | 7,592,252 | |
Share based compensation arrangement by Share based payment award purchase price of fair market value Common Stock Percent | 100.00% | 100.00% | |||
Award expiration period | 10 years | 10 years | |||
Two Thousand And Twelve Stock Incentive Plan [Member] | Share-based Payment Arrangement, Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted average grant date fair value of stock options granted | $ 0.81 | $ 0.40 | $ 0.40 | $ 0.21 | |
Share based payment arrangement nonvested award option cost not yet recognized amount | $ 6,844 | $ 4,606 | $ 2,970 | $ 4,606 | |
Share based payment arrangement nonvested award cost not yet recognized period for recognition | 3 years 1 month 6 days | 3 years 6 months | 3 years 4 months 24 days | ||
Intrinsic value of options exercised | $ 79 | $ 6 | |||
Two Thousand And Twelve Stock Incentive Plan [Member] | Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share based payment arrangement nonvested award option cost not yet recognized amount | $ 45 | ||||
Share based payment arrangement nonvested award cost not yet recognized period for recognition | 2 years 4 months 24 days | ||||
Vested in Period, Fair Value | $ 11 | $ 3 | $ 31 | ||
Restricted stock awards granted | 131,925 | ||||
Two Thousand And Twelve Stock Incentive Plan [Member] | Minimum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 4 years | 4 years | |||
Two Thousand And Twelve Stock Incentive Plan [Member] | Minimum [Member] | Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 2 years | ||||
Two Thousand And Twelve Stock Incentive Plan [Member] | Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 5 years | 5 years | |||
Two Thousand And Twelve Stock Incentive Plan [Member] | Maximum [Member] | Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 4 years |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Stock - Summary of Temporary Equity (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Temporary Equity [Line Items] | |||
Temporary equity shares authorized | 145,948,944 | 74,929,117 | |
Temporary equity shares outstanding | 134,952,637 | 74,768,305 | |
Redeemable convertible preferred stock | $ 218,787 | $ 218,787 | $ 110,288 |
Temporary equity Liquidation preference | $ 254,572 | $ 132,085 | |
Common stock issuable upon conversion | 141,405,233 | 81,220,901 | |
Series A1 Redeemable Convertible Preferred Stock [Member] | |||
Temporary Equity [Line Items] | |||
Temporary equity shares authorized | 2,865,698 | 2,865,698 | |
Temporary equity shares outstanding | 2,807,571 | 2,807,571 | |
Redeemable convertible preferred stock | 4,411 | $ 4,411 | $ 4,411 |
Temporary equity Liquidation preference | $ 6,079 | $ 5,858 | |
Common stock issuable upon conversion | 3,550,068 | 3,550,068 | |
Series A2 Redeemable Convertible Preferred Stock [Member] | |||
Temporary Equity [Line Items] | |||
Temporary equity shares authorized | 7,018,203 | 7,018,203 | |
Temporary equity shares outstanding | 6,993,693 | 6,993,693 | |
Redeemable convertible preferred stock | 11,438 | $ 11,438 | $ 11,438 |
Temporary equity Liquidation preference | $ 18,224 | $ 17,302 | |
Common stock issuable upon conversion | 9,058,757 | 9,058,757 | |
Series A3 Redeemable Convertible Preferred Stock [Member] | |||
Temporary Equity [Line Items] | |||
Temporary equity shares authorized | 8,647,679 | 8,647,679 | |
Temporary equity shares outstanding | 8,629,505 | 8,629,505 | |
Redeemable convertible preferred stock | $ 19,917 | $ 19,917 | $ 19,917 |
Temporary equity Liquidation preference | $ 28,952 | $ 27,347 | |
Common stock issuable upon conversion | 12,274,540 | 12,274,540 | |
Series B Redeemable Convertible Preferred Stock [Member] | |||
Temporary Equity [Line Items] | |||
Temporary equity shares authorized | 21,245,353 | 21,245,353 | 21,245,353 |
Temporary equity shares outstanding | 21,245,353 | 21,245,353 | 21,245,353 |
Redeemable convertible preferred stock | $ 18,671 | $ 18,671 | $ 18,671 |
Temporary equity Liquidation preference | $ 23,656 | $ 22,567 | $ 21,108 |
Common stock issuable upon conversion | 21,245,353 | 21,245,353 | |
Series C Redeemable Convertible Preferred Stock [Member] | |||
Temporary Equity [Line Items] | |||
Temporary equity shares authorized | 35,152,184 | 35,152,184 | 35,152,184 |
Temporary equity shares outstanding | 35,092,183 | 35,092,183 | 35,092,183 |
Redeemable convertible preferred stock | $ 55,851 | $ 55,851 | $ 55,851 |
Temporary equity Liquidation preference | $ 68,379 | $ 65,014 | $ 60,470 |
Common stock issuable upon conversion | 35,092,183 | 35,092,183 | |
Series D Redeemable Convertible Preferred Stock [Member] | |||
Temporary Equity [Line Items] | |||
Temporary equity shares authorized | 71,019,827 | 71,019,827 | 0 |
Temporary equity shares outstanding | 60,184,332 | 60,184,332 | 0 |
Redeemable convertible preferred stock | $ 108,499 | $ 108,499 | |
Temporary equity Liquidation preference | $ 120,261 | $ 113,736 | $ 0 |
Common stock issuable upon conversion | 60,184,332 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Inputs, Level 1, 2 and 3 [Member] | ||||
Fair Value Measurements (Details) [Line Items] | ||||
Transfers between levels | $ 0 | $ 0 | $ 0 | $ 0 |
Environmental Impact Acquisition Corp [Member] | ||||
Fair Value Measurements (Details) [Line Items] | ||||
Assets held in trust account | 1,002 | |||
Money Market Funds | 207,007,744 | |||
Public Warrants [Member] | Environmental Impact Acquisition Corp [Member] | ||||
Fair Value Measurements (Details) [Line Items] | ||||
Warrants listed and traded amount | $ 9,000,000 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of assets and liabilities at fair value on a recurring basis - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value, Recurring [Member] | |||
Assets: | |||
Total financial assets | $ 33,714,000 | $ 55,747,000 | $ 26,032,000 |
Liabilities: | |||
Warrant Liability | 1,606,000 | 125,000 | 103,000 |
Total financial liabilities | 1,606,000 | 125,000 | 103,000 |
Money Market Funds [Member] | Fair Value, Recurring [Member] | |||
Assets: | |||
Money market funds | 33,714,000 | 55,747,000 | 26,032,000 |
Environmental Impact Acquisition Corp [Member] | |||
Assets: | |||
Investments held in Trust Account – Money market funds | 1,002 | ||
Level 1 [Member] | Fair Value, Recurring [Member] | |||
Assets: | |||
Total financial assets | 33,714,000 | 55,747,000 | 26,032,000 |
Liabilities: | |||
Warrant Liability | 0 | 0 | |
Total financial liabilities | 0 | 0 | |
Level 1 [Member] | Money Market Funds [Member] | Fair Value, Recurring [Member] | |||
Assets: | |||
Money market funds | 33,714,000 | 55,747,000 | 26,032,000 |
Level 1 [Member] | Environmental Impact Acquisition Corp [Member] | |||
Assets: | |||
Investments held in Trust Account – Money market funds | 207,007,744 | ||
Level 1 [Member] | Public Warrants [Member] | Environmental Impact Acquisition Corp [Member] | |||
Liabilities: | |||
Warrant Liability | 10,453,500 | ||
Level 2 [Member] | Fair Value, Recurring [Member] | |||
Assets: | |||
Total financial assets | 0 | 0 | |
Liabilities: | |||
Warrant Liability | 0 | 0 | |
Total financial liabilities | 0 | 0 | |
Level 2 [Member] | Money Market Funds [Member] | Fair Value, Recurring [Member] | |||
Assets: | |||
Money market funds | 0 | 0 | |
Level 3 [Member] | Fair Value, Recurring [Member] | |||
Assets: | |||
Total financial assets | 0 | 0 | |
Liabilities: | |||
Warrant Liability | 1,606,000 | 125,000 | 103,000 |
Total financial liabilities | 1,606,000 | 125,000 | $ 103,000 |
Level 3 [Member] | Money Market Funds [Member] | Fair Value, Recurring [Member] | |||
Assets: | |||
Money market funds | 0 | $ 0 | |
Level 3 [Member] | Private Placement Warrants [Member] | Environmental Impact Acquisition Corp [Member] | |||
Liabilities: | |||
Warrant Liability | 2,100,000 | ||
Level 3 [Member] | Sponsor and Directors [Member] | Environmental Impact Acquisition Corp [Member] | |||
Liabilities: | |||
Warrant Liability | $ 787,500 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of Black-Scholes-Merton model for the warrants - Environmental Impact Acquisition Corp [Member] - $ / shares | Jan. 13, 2021 | Sep. 30, 2021 |
Risk-free interest rate | 0.74% | 1.07% |
Expected term (years) | 5 years | 5 years |
Expected volatility | 21.00% | 16.30% |
Exercise price | $ 11.50 | $ 11.50 |
Fair value of Units | $ 9.43 | $ 9.89 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Private Placement [Member] | Environmental Impact Acquisition Corp [Member] | ||||
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items] | ||||
Fair value | ||||
Initial measurement on January 19, 2021 | 3,272,500 | |||
Transfers to Level1 | 0 | |||
Change in valuation inputs or other assumptions | (385,000) | |||
Fair value | 2,887,500 | |||
Public [Member] | Environmental Impact Acquisition Corp [Member] | ||||
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items] | ||||
Fair value | ||||
Initial measurement on January 19, 2021 | 11,902,500 | |||
Transfers to Level1 | (9,004,500) | |||
Change in valuation inputs or other assumptions | (2,898,000) | |||
Fair value | ||||
Warrant Liabilities [Member] | ||||
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items] | ||||
Fair value | 125,000 | $ 103,000 | 103,000 | $ 108,000 |
Issuance of warrant | 138,000 | |||
Change in fair value | 1,343,000 | 8,000 | 22,000 | (5,000) |
Fair value | 1,606,000 | $ 111,000 | 125,000 | $ 103,000 |
Warrant Liabilities [Member] | Environmental Impact Acquisition Corp [Member] | ||||
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items] | ||||
Fair value | ||||
Initial measurement on January 19, 2021 | 15,175,000 | |||
Transfers to Level1 | (9,004,500) | |||
Change in valuation inputs or other assumptions | (3,283,000) | |||
Fair value | $ 2,887,500 |
Redeemable Convertible Prefer_4
Redeemable Convertible Preferred Stock - Additional Information (Details) - USD ($) | Aug. 31, 2019 | Jul. 31, 2020 | Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Redeemable Noncontrolling Interest [Line Items] | |||||||||
Temporary equity, Voting rights | one | one | |||||||
Temporary equity shares authorized | 145,948,944 | 74,929,117 | |||||||
Temporary equity par or stated value per share | $ 0.001 | $ 0.001 | |||||||
Mandatory Conversion [Member] | Minimum [Member] | |||||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||||
Proceeds from issuance of Series preferred stock | $ 75,000,000 | ||||||||
SeriesA1 A2 A3and B Redeemable Convertible Preferred Stock [Member] | |||||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||||
Temporary Equity Stock Issued During Period Shares New Issues | 39,676,122 | ||||||||
Proceeds from issuance of Series preferred stock | $ 54,786,000 | ||||||||
Payments of stock issuance costs | $ 349,000 | ||||||||
Series C Redeemable Convertible Preferred Stock [Member] | |||||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||||
Temporary Equity Stock Issued During Period Shares New Issues | 26,182,114 | ||||||||
Proceeds from issuance of Series preferred stock | $ 0 | $ 14,175,000 | $ 41,750,000 | ||||||
Payments of stock issuance costs | $ 30,000 | $ 77,000 | |||||||
Shares issued, price per share | $ 1.5946 | $ 1.5946 | $ 1.5946 | ||||||
Temporary equity, Cumulative dividend accrual rate | 8.00% | 8.00% | |||||||
Temporary equity conversion price | $ 1.5946 | $ 1.5946 | $ 1.5946 | ||||||
Temporary equity shares authorized | 35,152,184 | 35,152,184 | 35,152,184 | ||||||
Temporary equity par or stated value per share | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Series C Redeemable Convertible Preferred Stock [Member] | Additional Closings [Member] | |||||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||||
Temporary Equity Stock Issued During Period Shares New Issues | 8,910,069 | ||||||||
Proceeds from issuance of Series preferred stock | $ 14,208,000 | ||||||||
Payments of stock issuance costs | $ 30,000 | ||||||||
Shares issued, price per share | $ 1.5946 | ||||||||
Series D Redeemable Convertible Preferred Stock [Member] | |||||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||||
Temporary Equity Stock Issued During Period Shares New Issues | 56,601,159 | ||||||||
Proceeds from issuance of Series preferred stock | $ 109,042,000 | $ 109,042,000 | $ 109,042,000 | $ 0 | |||||
Payments of stock issuance costs | 543,000 | $ 186,000 | $ 186,000 | $ 0 | |||||
Shares issued, price per share | $ 1.8118 | $ 1.8118 | $ 1.8118 | ||||||
Non cash stock issuance costs | $ 357,000 | ||||||||
Temporary equity, Cumulative dividend accrual rate | 8.00% | 8.00% | |||||||
Temporary equity conversion price | $ 1.8118 | $ 1.8118 | |||||||
Temporary equity shares authorized | 71,019,827 | 71,019,827 | 0 | ||||||
Temporary equity par or stated value per share | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Series D Redeemable Convertible Preferred Stock [Member] | Additional Closings [Member] | |||||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||||
Temporary Equity Stock Issued During Period Shares New Issues | 3,583,173 | ||||||||
Shares issued, price per share | $ 1.8118 | ||||||||
Redeemable Convertible Preferred Stock [Member] | |||||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||||
Temporary equity, Voting rights | one | one | |||||||
Temporary equity conversion basis | one-for-one | one-for-one basis | |||||||
Dividends | $ 0 | $ 0 | $ 0 | ||||||
Temporary equity shares authorized | 145,948,944 | 145,948,944 | |||||||
Temporary equity par or stated value per share | $ 0.001 | $ 0.001 | |||||||
Redeemable Convertible Preferred Stock [Member] | Mandatory Conversion [Member] | Minimum [Member] | |||||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||||
Proceeds from issuance of Series preferred stock | $ 75,000,000 | ||||||||
Temporary equity conversion price | 5.4354 | $ 5.4354 | |||||||
Series A1 Redeemable Convertible Preferred Stock [Member] | |||||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||||
Shares issued, price per share | $ 1.5300 | $ 1.5300 | |||||||
Number of shares of common stock issuable upon conversion of each share of temporary equity | 1.26446 | 1.26446 | |||||||
Temporary equity, Cumulative dividend accrual rate | 5.00% | 5.00% | |||||||
Temporary equity conversion price | $ 1.2100 | $ 1.2100 | $ 1.2100 | ||||||
Temporary equity shares authorized | 2,865,698 | 2,865,698 | |||||||
Series A 2Redeemable Convertible Preferred Stock [Member] | |||||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||||
Shares issued, price per share | $ 1.645 | $ 1.645 | |||||||
Number of shares of common stock issuable upon conversion of each share of temporary equity | 1.29528 | 1.29528 | |||||||
Temporary equity, Cumulative dividend accrual rate | 8.00% | 8.00% | |||||||
Temporary equity conversion price | $ 1.2700 | $ 1.2700 | $ 1.2700 | ||||||
Series A 3Redeemable Convertible Preferred Stock [Member] | |||||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||||
Shares issued, price per share | $ 2.3185 | $ 2.3185 | |||||||
Number of shares of common stock issuable upon conversion of each share of temporary equity | 1.42239 | 1.42239 | |||||||
Temporary equity, Cumulative dividend accrual rate | 8.00% | 8.00% | |||||||
Temporary equity conversion price | $ 1.6300 | $ 1.6300 | 1.6300 | ||||||
Series B Redeemable Convertible Preferred Stock [Member] | |||||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||||
Shares issued, price per share | $ 0.8565 | $ 0.8565 | |||||||
Temporary equity, Cumulative dividend accrual rate | 8.00% | 8.00% | |||||||
Temporary equity conversion price | $ 0.8565 | $ 0.8565 | $ 0.8565 | ||||||
Temporary equity shares authorized | 21,245,353 | 21,245,353 | 21,245,353 | ||||||
Temporary equity par or stated value per share | $ 0.001 | $ 0.001 | $ 0.001 |
License Agreement (Details)
License Agreement (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jan. 31, 2021 | Aug. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Development and material costs | $ 350 | |||||
Research and Development Expense | $ 62,081 | $ 28,901 | $ 42,866 | $ 23,489 | ||
First Non Exclusive License [Member] | ||||||
License Fee | 1,500 | |||||
Second Non Exclusive License [Member] | ||||||
License Fee | 1,750 | |||||
Third Non Exclusive License [Member] | ||||||
License Fee | 2,750 | |||||
Acuitas Therapeutics Inc [Member] | ||||||
Technology Access Fee | 750 | |||||
Management Fee | $ 100 | |||||
Research and Development Expense | $ 2,000 | $ 750 | $ 750 | |||
Option exercise fee | $ 1,500 | |||||
Acuitas Therapeutics Inc [Member] | Target One And Two [Member] | ||||||
Annual license maintenance fee | 1,000 | |||||
Acuitas Therapeutics Inc [Member] | Target Three [Member] | ||||||
Annual license maintenance fee | $ 750 |
Income Taxes - Summary of the r
Income Taxes - Summary of the reconciliation of effective tax rate to the statutory federal income tax rate (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax (benefit)/expense at statutory rate | 21.00% | 21.00% |
State income tax benefit | 5.40% | 6.00% |
Permanent items | (0.20%) | (0.30%) |
Change in Valuation Allowance | (29.30%) | (29.70%) |
Federal R&D Tax Credits | 3.10% | 3.10% |
Other | 0.00% | (0.10%) |
Effective income tax rate | 0.00% | 0.00% |
Income Taxes - Summary of signi
Income Taxes - Summary of significant components of deferred tax assets and liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets | ||
Federal net operating loss carryforwards | $ 26,464 | $ 13,626 |
State net operating loss carryforwards | 6,542 | 3,807 |
Tax credits | 4,059 | 1,759 |
Stock based compensation | 89 | 17 |
Capitalized research and development expenses | 4,398 | 5,157 |
Accruals and other | 763 | 517 |
Total deferred tax assets | 42,315 | 24,883 |
Valuation allowance | (39,965) | (24,340) |
Total net deferred tax assets | 2,350 | 543 |
Deferred tax liabilities | ||
Depreciation and amortization | (2,350) | (543) |
Total deferred tax liabilities | (2,350) | (543) |
Total deferred tax assets (liability) | $ 0 | $ 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Examination [Line Items] | ||
Income tax expense benefit | $ 0 | $ 0 |
Tax credit carryforward, Expiration year | 2040 | |
Unrecognized tax benefits | $ 0 | $ 0 |
Domestic Tax Authority [Member] | ||
Income Tax Examination [Line Items] | ||
Operating loss carryforwards | 126,017,000 | |
Tax credit carryforward, Amount | 3,490,000 | |
Domestic Tax Authority [Member] | Tax Period Before 2018 [Member] | ||
Income Tax Examination [Line Items] | ||
Operating loss carryforwards | $ 27,104,000 | |
Operating loss carryforwards, Expiration year | 2037 | |
Domestic Tax Authority [Member] | Tax Period After 2017 [Member] | ||
Income Tax Examination [Line Items] | ||
Operating loss carryforwards | $ 98,913,000 | |
Operating loss carryforwards, Terms | indefinite carryforward period | |
State and Local Jurisdiction [Member] | ||
Income Tax Examination [Line Items] | ||
Operating loss carryforwards | $ 103,517,000 | |
Operating loss carryforwards, Expiration year | 2040 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Sep. 07, 2021 | Aug. 31, 2021 | Aug. 09, 2021 | Jun. 23, 2021 | Jun. 17, 2021 | Mar. 29, 2021 | Feb. 22, 2021 | Jan. 11, 2021 | Nov. 15, 2020 | Jan. 01, 2020 | May 15, 2009 | Nov. 30, 2021 | Oct. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2021 | Jan. 31, 2020 |
Subsequent Events (Details) [Line Items] | |||||||||||||||||||
Lease rent expense | $ 3,224 | $ 1,463 | $ 2,096,000 | $ 1,784,000 | |||||||||||||||
Lessee, Operating Lease maturity Date of Contract | Feb. 28, 2025 | Feb. 28, 2025 | Feb. 14, 2024 | Mar. 31, 2025 | Feb. 14, 2024 | ||||||||||||||
Lessee, Operating Lease, Term of Contract | 48 months | 60 months | 44 months | 84 months | |||||||||||||||
Operating Lease Period One | 41 months | ||||||||||||||||||
Research Triangle Park [Member] | |||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||
Operating Lease Annual Rent Increase Percentage | 3.00% | ||||||||||||||||||
Trinity Capital [Member] | |||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 11,250,000 | ||||||||||||||||||
Line of Credit Facility, Current Borrowing Capacity | $ 5,000,000 | ||||||||||||||||||
Line of Credit Facility, Interest Rate During Period | 3.25% | ||||||||||||||||||
Trinity Capital [Member] | Debt Funding [Member] | |||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||
Debt instrument payment terms | 36 months | ||||||||||||||||||
Environmental Impact Acquisition Corp [Member] | Additional PIPE Financing [Member] | |||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 1,900,000 | ||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||
Lessee, Operating Lease maturity Date of Contract | Feb. 28, 2025 | Feb. 28, 2025 | Feb. 14, 2024 | Jul. 31, 2033 | |||||||||||||||
Lessee, Operating Lease, Term of Contract | 44 months | 48 months | |||||||||||||||||
Minimum purchase commitments | $ 11,500,000 | ||||||||||||||||||
Subsequent Event [Member] | Research Triangle Park [Member] | |||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||
Operating Leases, Rent Expense, Minimum Rentals | $ 2,300,000 | ||||||||||||||||||
Subsequent Event [Member] | Office Space In Rochestor [Member] | |||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||
Operating Leases, Rent Expense, Minimum Rentals | $ 92 | ||||||||||||||||||
Subsequent Event [Member] | Debt Funding [Member] | |||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | 219,839 | ||||||||||||||||||
Debt Conversion, Converted Instrument, Rate | 0.82% | ||||||||||||||||||
Subsequent Event [Member] | Maximum [Member] | |||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||
Lease rent expense | $ 274,000 | $ 686,000 | $ 579,000 | ||||||||||||||||
Subsequent Event [Member] | Trinity Capital [Member] | |||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 11,250,000 | ||||||||||||||||||
Line of Credit Facility, Current Borrowing Capacity | $ 5,000,000 | ||||||||||||||||||
Line of Credit Facility, Interest Rate During Period | 3.25% | ||||||||||||||||||
Line of Credit Facility, Maximum Amount Outstanding During Period | $ 3,531,000 | $ 4,378,000 | $ 3,341,000 | ||||||||||||||||
Subsequent Event [Member] | Trinity Capital [Member] | Debt Funding [Member] | |||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||
Debt instrument payment terms | 36 month | ||||||||||||||||||
Subsequent Event [Member] | Trinity Capital [Member] | Maximum [Member] | |||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||
Line of Credit Facility, Maximum Amount Outstanding During Period | $ 11,250,000 | ||||||||||||||||||
Subsequent Event [Member] | Environmental Impact Acquisition Corp [Member] | |||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||
Equity Method Investment, Ownership Percentage | 100.00% | ||||||||||||||||||
Business Combination, Consideration Transferred | $ 282,300,000 | ||||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 10,500,000 | ||||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 105,300,000 | ||||||||||||||||||
Subsequent Event [Member] | Environmental Impact Acquisition Corp [Member] | Additional PIPE Financing [Member] | |||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 19,000 | ||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 97,600 | ||||||||||||||||||
Subsequent Event [Member] | Environmental Impact Acquisition Corp [Member] | PIPE Financing [Member] | |||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 300,400 |
Redeemable Convertible Prefer_5
Redeemable Convertible Preferred Stock - Summary of Temporary Equity (Parenthetical) (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Temporary Equity [Line Items] | ||||
Temporary equity par or stated value per share | $ 0.001 | $ 0.001 | ||
Temporary equity shares authorized | 145,948,944 | 74,929,117 | ||
Temporary equity shares outstanding | 134,952,637 | 74,768,305 | ||
Temporary equity Liquidation preference | $ 254,572 | $ 132,085 | ||
Series A One Redeemable Convertible Preferred Stock [Member] | ||||
Temporary Equity [Line Items] | ||||
Temporary equity par or stated value per share | $ 0.001 | $ 0.001 | $ 0.001 | |
Temporary equity shares authorized | 2,865,698 | 2,865,698 | 2,865,698 | |
Temporary equity shares issued | 2,807,571 | 2,807,571 | 2,807,571 | |
Temporary equity shares outstanding | 2,807,571 | 2,807,571 | 2,807,571 | |
Temporary equity Liquidation preference | $ 6,247 | $ 6,079 | $ 5,858 | |
Series A Two Redeemable Convertible Preferred Stock [Member] | ||||
Temporary Equity [Line Items] | ||||
Temporary equity par or stated value per share | $ 0.001 | $ 0.001 | $ 0.001 | |
Temporary equity shares authorized | 7,018,203 | 7,018,203 | 7,018,203 | |
Temporary equity shares issued | 6,993,693 | 6,993,693 | 6,993,693 | |
Temporary equity shares outstanding | 6,993,693 | 6,993,693 | 6,993,693 | |
Temporary equity Liquidation preference | $ 18,913 | $ 18,224 | $ 17,302 | |
Series A Three Redeemable Convertible Preferred Stock [Member] | ||||
Temporary Equity [Line Items] | ||||
Temporary equity par or stated value per share | $ 0.001 | $ 0.001 | $ 0.001 | |
Temporary equity shares authorized | 8,647,679 | 8,647,679 | 8,647,679 | |
Temporary equity shares issued | 8,629,505 | 8,629,505 | 8,629,505 | |
Temporary equity shares outstanding | 8,629,505 | 8,629,505 | 8,629,505 | |
Temporary equity Liquidation preference | $ 30,149 | $ 28,952 | $ 27,347 | |
Series B Redeemable Convertible Preferred Stock [Member] | ||||
Temporary Equity [Line Items] | ||||
Temporary equity par or stated value per share | $ 0.001 | $ 0.001 | $ 0.001 | |
Temporary equity shares authorized | 21,245,353 | 21,245,353 | 21,245,353 | |
Temporary equity shares issued | 21,245,353 | 21,245,353 | 21,245,353 | |
Temporary equity shares outstanding | 21,245,353 | 21,245,353 | 21,245,353 | |
Temporary equity Liquidation preference | $ 23,656 | $ 22,567 | $ 21,108 | |
Series C Redeemable Convertible Preferred Stock [Member] | ||||
Temporary Equity [Line Items] | ||||
Temporary equity par or stated value per share | $ 0.001 | $ 0.001 | $ 0.001 | |
Temporary equity shares authorized | 35,152,184 | 35,152,184 | 35,152,184 | |
Temporary equity shares issued | 35,092,183 | 35,092,183 | 35,092,183 | |
Temporary equity shares outstanding | 35,092,183 | 35,092,183 | 35,092,183 | |
Temporary equity Liquidation preference | $ 68,379 | $ 65,014 | $ 60,470 | |
Series D Redeemable Convertible Preferred Stock [Member] | ||||
Temporary Equity [Line Items] | ||||
Temporary equity par or stated value per share | $ 0.001 | $ 0.001 | $ 0.001 | |
Temporary equity shares authorized | 71,019,827 | 71,019,827 | 0 | |
Temporary equity shares issued | 60,184,332 | 60,184,332 | 0 | |
Temporary equity shares outstanding | 60,184,332 | 60,184,332 | 0 | |
Temporary equity Liquidation preference | $ 120,261 | $ 113,736 | $ 0 |