Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 09, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Surrozen, Inc./DE | |
Entity Central Index Key | 0001824893 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 35,125,886 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-39635 | |
Entity Tax Identification Number | 98-1556622 | |
Entity Address, Address Line One | 171 Oyster Point Blvd | |
Entity Address, Address Line Two | Suite 400 | |
Entity Address, City or Town | South San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94080 | |
City Area Code | 650 | |
Local Phone Number | 489-9000 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | DE | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Common Stock [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | SRZN | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Security Exchange Name | NASDAQ | |
Redeemable Warrant [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | SRZNW | |
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one share of Common Stock | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 14,305 | $ 33,091 |
Short-term marketable securities | 78,209 | 68,760 |
Prepaid expenses and other current assets | 3,165 | 3,338 |
Total current assets | 95,679 | 105,189 |
Property and equipment, net | 4,672 | 4,794 |
Operating lease right-of-use assets | 4,215 | 4,582 |
Long-term marketable securities | 11,780 | 21,655 |
Restricted cash | 405 | 405 |
Other assets | 904 | 549 |
Total assets | 117,655 | 137,174 |
Current liabilities: | ||
Accounts payable | 1,045 | 2,718 |
Accrued and other liabilities | 4,927 | 8,662 |
Lease liabilities, current portion | 2,143 | 2,193 |
Total current liabilities | 8,115 | 13,573 |
Lease liabilities, noncurrent portion | 5,074 | 5,600 |
Warrant liabilities | 1,804 | 8,301 |
Total liabilities | 14,993 | 27,474 |
Commitments and contingencies (Note 7) | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value, 10,000 shares authorized; no shares issued and outstanding as of March 31, 2022 and December 31, 2021 | 0 | 0 |
Common stock, $0.0001 par value, 500,000 shares authorized as of March 31, 2022 and December 31, 2021; 35,127 and 35,034 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | 4 | 4 |
Additional paid-in-capital | 253,683 | 252,464 |
Accumulated other comprehensive loss | (429) | (119) |
Accumulated deficit | (150,596) | (142,649) |
Total stockholders' equity | 102,662 | 109,700 |
Total liabilities and stockholders’ equity | $ 117,655 | $ 137,174 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock par value | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common stock par value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares, Issued | 35,126,000 | 35,034,000 |
Common Stock, Shares, Outstanding | 35,126,000 | 35,034,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating expenses: | ||
Research and development | $ 9,371 | $ 8,601 |
General and administrative | 5,122 | 4,430 |
Total operating expenses | 14,493 | 13,031 |
Loss from operations | (14,493) | (13,031) |
Interest income | 49 | 9 |
Other income (expense) | 6,497 | 0 |
Net loss | (7,947) | (13,022) |
Unrealized loss on marketable securities | (310) | 0 |
Comprehensive loss | $ (8,257) | $ (13,022) |
Net loss per share attributable to common stockholders, basic and diluted | $ (0.23) | $ (0.72) |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted | 34,863 | 18,154 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Shareholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Previously Reported | Revision of Prior Period, Reclassification, Adjustment | Common Stock | Common StockPreviously Reported | Common StockRevision of Prior Period, Reclassification, Adjustment | Additional Paid-in Capital | Additional Paid-in CapitalPreviously Reported | Additional Paid-in CapitalRevision of Prior Period, Reclassification, Adjustment | Accumulated Other Comprehensive (Loss) | Accumulated Other Comprehensive (Loss)Previously Reported | Accumulated Deficit | Accumulated DeficitPreviously Reported | Redeemable Convertible Preferred StockPreviously Reported | Redeemable Convertible Preferred StockRevision of Prior Period, Reclassification, Adjustment |
Temporary equity, Balance at the beginning at Dec. 31, 2020 | $ 133,097 | $ (133,097) | |||||||||||||
Temporary equity, Balance at the beginning (in shares) at Dec. 31, 2020 | 95,290,000 | (95,290,000) | |||||||||||||
Balance at the beginning at Dec. 31, 2020 | $ 47,293 | $ (85,804) | $ 133,097 | $ 2 | $ 1 | $ 1 | $ 135,292 | $ 2,196 | $ 133,096 | $ 0 | $ (88,001) | $ (88,001) | |||
Balance at the beginning (in shares) at Dec. 31, 2020 | 18,257,000 | 8,649,000 | 9,608,000 | ||||||||||||
Exercises of stock options | 196 | 196 | |||||||||||||
Exercises of stock options, shares | 76,000 | ||||||||||||||
Restricted stock granted, shares | 123,000 | ||||||||||||||
Reclassification to liability for early exercised stock options | (120) | (120) | |||||||||||||
Vesting of early exercised stock options | 30 | 30 | |||||||||||||
Stock-based compensation expense | 475 | 475 | |||||||||||||
Net loss | (13,022) | (13,022) | |||||||||||||
Balance at the end at Mar. 31, 2021 | 34,852 | $ 2 | 135,873 | $ 0 | (101,023) | ||||||||||
Balance at the end (in shares) at Mar. 31, 2021 | 18,456,000 | ||||||||||||||
Balance at the beginning at Dec. 31, 2021 | 109,700 | $ 4 | 252,464 | (119) | (142,649) | ||||||||||
Balance at the beginning (in shares) at Dec. 31, 2021 | 35,034,000 | ||||||||||||||
Issuance of common stock under Equity Purchase Agreement, shares | 100,000 | ||||||||||||||
Issuance of common stock under Equity Purchase Agreement | $ 273 | 273 | |||||||||||||
Exercises of stock options, shares | 0 | ||||||||||||||
Vesting of early exercised stock options | $ 30 | 30 | |||||||||||||
Repurchase of early exercised stock options, shares | (8,000) | ||||||||||||||
Stock-based compensation expense | 916 | 916 | |||||||||||||
Other comprehensive loss | (310) | (310) | |||||||||||||
Net loss | (7,947) | (7,947) | |||||||||||||
Balance at the end at Mar. 31, 2022 | $ 102,662 | $ 4 | $ 253,683 | $ (429) | $ (150,596) | ||||||||||
Balance at the end (in shares) at Mar. 31, 2022 | 35,126,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating activities: | ||
Net loss | $ (7,947) | $ (13,022) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 534 | 511 |
Stock-based compensation | 916 | 475 |
Non-cash operating lease expense | 367 | 309 |
Amortization of premium on marketable securities, net | 116 | 0 |
Change in fair value of warrant liabilities | (6,497) | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 274 | (328) |
Other assets | (24) | (1) |
Accounts payable | (1,755) | 431 |
Accrued and other liabilities | (3,782) | 1,800 |
Operating Lease liabilities | (576) | (507) |
Net cash used in operating activities | (18,374) | (10,332) |
Investing activities: | ||
Purchases of property and equipment | (412) | (343) |
Purchases of marketable securities | 0 | (1,099) |
Net cash used in investing activities | (412) | (1,442) |
Financing activities: | ||
Proceeds from exercise of stock options | 0 | 196 |
Net cash provided by financing activities | 0 | 196 |
Net decrease in cash, cash equivalents and restricted cash | (18,786) | (11,578) |
Cash, cash equivalents and restricted cash at beginning of period | 33,496 | 35,387 |
Cash, cash equivalents and restricted cash at end of period | 14,710 | 23,809 |
Supplemental disclosure of noncash investing and financing activities: | ||
Deferred costs related to Equity Purchase Agreement included in accounts payable, accrued liabilities and additional paid-in capital | 432 | 0 |
Transaction costs in Business Combination included in accrued liabilities | 0 | 267 |
Purchases of property and equipment included in accounts payable | 0 | 37 |
Vesting of early exercises of stock options | 30 | 30 |
Reclassification of early exercised stock options to liability | 0 | 120 |
Reconciliation Of Cash Cash Equivalents And Restricted Cash To Consolidated Balance Sheets Abstract | ||
Cash and cash equivalents | 14,305 | 23,404 |
Restricted cash | 405 | 405 |
Cash, cash equivalents and restricted cash | $ 14,710 | $ 23,809 |
Organization and Business
Organization and Business | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | Note 1. Organization and Business Organization Surrozen, Inc., or the Company, formerly known as Consonance-HFW Acquisition Corp., or Consonance, is a preclinical stage biotechnology company committed to discovering and developing drug candidates to selectively modulate the Wnt pathway, a critical mediator of tissue repair, in a broad range of organs and tissues, for human diseases. The Company, a Delaware corporation, is located in South San Francisco, California. Business Combination and Private Investment in Public Entity Financing Consonance was a blank check company incorporated as a Cayman Islands exempted company on August 21, 2020. It was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. On August 11, 2021, Consonance consummated a business combination, or the Business Combination, among Consonance, Perseverance Merger Sub Inc., a subsidiary of Consonance, and Surrozen, Inc., or Legacy Surrozen, a Delaware company incorporated on August 12, 2015. Upon closing of the Business Combination, Consonance became a Delaware corporation and was renamed to Surrozen, Inc., Legacy Surrozen, was renamed to Surrozen Operating, Inc., and Legacy Surrozen continued as a wholly-owned subsidiary of the Company. See Note 3, " Recapitalization " for additional details. Liquidity The Company has incurred net operating losses each period since inception. During the three months ended March 31, 2022 and 2021, the Company incurred a net loss of $ 7.9 million and $ 13.0 million, respectively. During the three months ended March 31, 2022 and 2021, the Company used $ 18.4 million and $ 10.3 million of cash in operations. As of March 31, 2022, the Company had an accumulated deficit of approximately $ 150.6 million . The Company expects operating losses to continue in the foreseeable future because of additional costs and expenses related to the research and development activities. As of March 31, 2022, the Company had cash, cash equivalents and marketable securities of $ 104.3 million . In February 2022, the Company entered into a purchase agreement, or the Equity Purchase Agreement, and a registration rights agreement with Lincoln Park Capital Fund, LLC, or Lincoln Park, pursuant to which Lincoln Park is obligated to purchase up to $ 50.0 million of the Company’s common stock from time to time at the Company’s sole discretion over a 36-month period commencing on April 27, 2022 (see Note 8). Management believes that the existing cash, cash equivalents, and marketable securities are sufficient for the Company to continue operating activities for at least the next 12 months from the date of issuance of its unaudited condensed consolidated financial statements. However, if the Company’s anticipated cash burn is greater than anticipated, the Company could use its capital resources sooner than expected which may result in the need to reduce future planned expenditures and/or raise additional capital to continue to fund the operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation The Company’s unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America, or GAAP, and pursuant to the regulations of the U.S. Securities and Exchange Commission, or SEC. As permitted under those rules, certain footnotes or other financial information that are normally required by GAAP have been condensed or omitted, and accordingly the condensed consolidated balance sheet as of December 31, 2021 has been derived from the Company’s audited consolidated financial statements at that date but does not include all of the information required by GAAP for complete consolidated financial statements. These unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s annual consolidated financial statements and, in the opinion of management, reflect all adjustments (consisting of normal recurring adjustments) that are necessary for a fair presentation of the Company’s consolidated financial statements. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ended December 31, 2022 or for any other interim period or for any other future year. The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiary. All intercompany transactions and balances have been eliminated. The Business Combination discussed in Note 1 was accounted for as a reverse recapitalization with Legacy Surrozen as the accounting acquirer and Consonance as the acquired company for accounting purposes. Accordingly, all historical financial information presented in the unaudited condensed consolidated financial statements represents the accounts of Legacy Surrozen at their historical cost as if Legacy Surrozen is the predecessor to the Company. The unaudited condensed consolidated financial statements following the closing of the Business Combination reflect the results of the combined entity’s operations. All issued and outstanding common stock, redeemable convertible preferred stock and stock awards of Legacy Surrozen and per share amounts contained in the unaudited condensed consolidated financial statements for the periods presented prior to the closing of the Business Combination have been retroactively restated to reflect the exchange ratio established in the Business Combination. See Note 3, “ Recapitalization” for additional details. The accompanying condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K, filed with the SEC on March 28, 2022. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP r equires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Significant estimates and assumptions made in the accompanying unaudited condensed consolidated financial statements include, but are not limited to, certain accruals for research and development activities, the fair value of common stock prior to the Business Combination, stock-based compensation expense and income taxes. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could materially differ from those estimates. Concentration of Credit Risk Financial instruments, which potentially subject the Company to significant concentration of credit risk, consist of cash, cash equivalents and marketable securities. The Company's cash is held by one financial institution that management believes is creditworthy . Such deposits held with the financial institution may at times exceed federally insured limits, however, its exposure to credit risk in the event of default by the financial institution is limited to the extent of amounts recorded on the unaudited condensed consolidated balance sheets. The Company performs evaluations of the relative credit standing of these financial institutions to limit the amount of credit exposure. The Company's policy is to invest cash in institutional money market funds and marketable securities with high credit quality to limit the amount of credit exposure. The Company currently maintains a portfolio of cash equivalents and marketable securities in a variety of securities, including money market funds, U.S. government bonds, foreign bonds, commercial paper and corporate debt securities. The Company has not experienced any losses on its cash equivalents and marketable securities. Marketable Securities The Company invests its excess cash in marketable U.S. government bonds, foreign bonds, commercial paper and corporate debt securities. All marketable securities have been classified as available-for-sale and are carried at estimated fair value as determined based upon quoted market prices or pricing models for similar securities. The Company does not buy or hold securities principally for the purpose of selling them in the near future. The Company’s policy is focused on the preservation of capital, liquidity, and return. From time to time, the Company may sell certain securities, but the objectives are generally not to generate profits on short-term differences in price. Short-term marketable securities have maturities less than or equal to one year as of the balance sheet date. Long-term marketable securities have maturities greater than one year as of the balance sheet date. These marketable securities are carried at estimated fair value with unrealized holding gains and losses included in accumulated other comprehensive loss in stockholders’ equity until realized. Gains and losses on marketable security transactions are reported on the specific-identification method. Interest income is recognized in the unaudited condensed consolidated statements of operations and comprehensive loss when earned. The Company periodically evaluates its available-for-sale marketable securities for impairment. When the fair value of a marketable security is below its amortized cost, the amortized cost is reduced to its fair value if it is more likely than not that the Company is required to sell the impaired security before recovery of its amortized cost basis, or the Company has the intention to sell the security. If neither of these conditions are met, the Company determines whether the impairment is due to credit losses by comparing the present value of the expected cash flows of the security with its amortized cost basis. The amount of impairment recognized is limited to the excess of the amortized cost over the fair value of the security. An allowance for credit losses for the excess of amortized cost over the expected cash flows is recorded in other income on the unaudited condensed consolidated statements of operations. Impairment losses that are not credit-related are included in accumulated other comprehensive loss in stockholders’ equity. Warrant Liabilities The Company's Public Warrants, Private Placement Warrants and PIPE Warrants were classified as liabilities (see Note 8). At the end of each reporting period, any changes in fair value during the period are recognized in other income within the unaudited condensed consolidated statements of operations and comprehensive loss. The Company will continue to adjust the warrant liabilities for changes in the fair value until the earlier of a) the exercise or expiration of the warrants or b) the redemption of the warrants, at which time such warrants will be reclassified to additional paid-in capital. Net Loss Per Share Basic net loss per share is calculated by dividing the net loss attributable to common stock by the weighted-average number of shares of common stock outstanding for the period, without consideration for potential dilutive securities. Since the Company was in a loss position for the periods presented, basic net loss per share is the same as diluted net loss per share as the effects of potentially dilutive securities are antidilutive. The following table presents the potential common stock outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been antidilutive (in thousands): March 31, 2022 2021 Options outstanding 3,336 1,537 Unvested restricted stock 143 119 Unvested common stock subject to repurchase 53 115 Warrants to purchase common stock 1,804 — Total 5,336 1,771 |
Recapitalization
Recapitalization | 3 Months Ended |
Mar. 31, 2022 | |
Recapitalization Note [Abstract] | |
Recapitalization | Note 3. Recapitalization On August 11, 2021, Consonance consummated the Business Combination (see Note 1). Immediately after the consummation of the Business Combination, certain investors subscribed for and purchased an aggregate of 12.0 million units, each consisting of one share of the Company’s common stock and one-third of one redeemable warrant, for a purchase price of $ 10.00 per unit through a private investment in public entity financing, or PIPE Financing. In connection with the Business Combination and PIPE Financing, Legacy Surrozen received the aggregate cash consideration of $ 128.8 million, after deducting the transaction fees incurred by Consonance. The cash consideration was comprised of $ 8.6 million in proceeds from issuance of common stock upon the closing of the Business Combination and $ 120.2 million in proceeds from the PIPE Financing. The Company incurred transaction costs of $ 6.3 million, consisting of legal, accounting and other professional services directly related to the Business Combination, $ 0.4 million of which were allocated to the warrant liabilities assumed and recognized as other expenses when incurred. The remaining $ 5.9 million were recorded as a reduction of additional paid-in capital in the unaudited condensed consolidated balance sheet. Legacy Surrozen was deemed the accounting acquirer in the Business Combination and the Business Combination was accounted for as a reverse recapitalization based on the following predominant factors: • Legacy Surrozen’s stockholders have the greatest voting interest in the Company; • The Company’s board and senior management are primarily composed of individuals associated with Legacy Surrozen; and • Legacy Surrozen is the larger entity based on historical operating activity and has the larger employee base at the time of the Business Combination. Accordingly, for accounting purposes, the reverse recapitalization was treated as the equivalent of Legacy Surrozen issuing stock for the net assets of Consonance, accompanied by a recapitalization. The net assets of Consonance are stated at historical cost, with no goodwill or other intangible assets recorded. Pursuant to the Business Combination Agreement, upon the closing of the Business Combination, (i) each share of redeemable convertible preferred stock of Legacy Surrozen (on an as converted to common stock basis) and each share of common stock of Legacy Surrozen, whether vested or unvested, was converted into 0.175648535 shares of the Company’s common stock and (ii) each outstanding option to purchase common stock of Legacy Surrozen was converted into an option to purchase shares of the Company’s common stock based on an exchange ratio of 0.175648535 , or the Exchange Ratio, with corresponding adjustments to the exercise price. All issued and outstanding common stock, preferred stock and stock awards of Legacy Surrozen and corresponding capital amounts contained in the unaudited condensed consolidated financial statements for the periods presented prior to the closing of the Business Combination have been retroactively restated to reflect the conversion. |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Note 4. Fair Value Measurement The following tables summarize the Company’s financial assets and liabilities that are measured at fair value on a recurring basis (in thousands): March 31, 2022 Level 1 Level 2 Level 3 Total Assets: Money market funds (1) $ 11,565 $ — $ — $ 11,565 Commercial paper — 49,161 — 49,161 Corporate bonds — 19,309 — 19,309 Government bonds — 17,833 — 17,833 Foreign bonds — 3,686 — 3,686 Total financial assets measured at fair value $ 11,565 $ 89,989 $ — $ 101,554 Liabilities (2) : Public Warrants $ 767 $ — $ — $ 767 Private Placement Warrants — 36 — 36 PIPE Warrants — 1,001 — 1,001 Total financial liabilities measured at fair value $ 767 $ 1,037 $ — $ 1,804 December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Money market funds (1) $ 32,310 $ — $ — $ 32,310 Commercial paper — 49,136 — 49,136 Corporate bonds — 19,480 — 19,480 Government bonds — 18,082 — 18,082 Foreign bonds — 3,717 — 3,717 Total financial assets measured at fair value $ 32,310 $ 90,415 $ — $ 122,725 Liabilities (2) : Public Warrants $ 3,527 $ — $ — $ 3,527 Private Placement Warrants — 166 — 166 PIPE Warrants — 4,608 — 4,608 Total financial liabilities measured at fair value $ 3,527 $ 4,774 $ — $ 8,301 (1) Money market funds are included in cash and cash equivalents on the unaudited condensed consolidated balance sheets as of March 31, 2022 and December 31, 2021. (2) See the definition and discussion of Public Warrants, Private Placement Warrants and PIPE Warrants in Note 9. There were no changes to the valuation methods utilized and there were no transfers of financial instruments between Level 1, Level 2, and Level 3 during the three months ended March 31, 2022. Corporate bonds, commercial paper, foreign bonds and government bonds are classified as Level 2 as they were valued based upon quoted market prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets. The Public Warrants are classified as Level 1 due to the use of an observable market quote in an active market. The Private Placement Warrants and PIPE Warrants are classified as Level 2 due to the use of observable market data for identical or similar liabilities. The fair value of each Private Placement Warrant and PIPE Warrant was determined to be consistent with that of a Public Warrant because the Private Placement Warrants and PIPE Warrants are also subject to the make-whole redemption feature, which allows the Company to redeem both types of warrants on similar terms when the stock price is in the range of $ 10 to $ 18 per share. The following tables provide the Company’s marketable securities by security type (in thousands): March 31, 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Commercial paper $ 49,161 $ — $ — $ 49,161 Corporate bonds 19,422 — ( 113 ) 19,309 Government bonds 6,135 — ( 82 ) 6,053 Foreign bonds 3,705 — ( 19 ) 3,686 Total short-term marketable securities $ 78,423 $ — $ ( 214 ) $ 78,209 Government bonds $ 11,995 $ — $ ( 215 ) $ 11,780 Total long-term marketable securities $ 11,995 $ — $ ( 215 ) $ 11,780 December 31, 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Commercial paper $ 49,136 $ — $ — $ 49,136 Corporate bonds 15,920 4 ( 17 ) 15,907 Foreign bonds 3,725 — ( 8 ) 3,717 Total short-term marketable securities $ 68,781 $ 4 $ ( 25 ) $ 68,760 Government bonds $ 18,165 $ — $ ( 83 ) $ 18,082 Corporate bonds 3,588 — ( 15 ) 3,573 Total long-term marketable securities $ 21,753 $ — $ ( 98 ) $ 21,655 The following table indicates the length of the time that individual securities have been in a continuous unrealized loss position as of March 31, 2022 (dollars in thousands): Less Than 12 Months Number of Investments Fair Value Unrealized Losses Corporate bonds 7 $ 19,309 $ 113 Government bonds 3 17,833 297 Foreign bonds 2 3,686 19 12 $ 40,828 $ 429 As of March 31, 2022 and December 31, 2021, all short-term marketable securities had maturities of one year or less. All long-term marketable securities as of March 31, 2022 and December 31, 2021 had maturities of greater than one year but less than two years. There have been no significant realized gains or losses on the short-term and long-term marketable securities during the three months ended March 31, 2022 and 2021. The Company periodically reviews the available-for-sale investments for other-than-temporary impairment loss. All investments with unrealized losses have been in a loss position for less than 12 months. The Company determined that the unrealized loss was primarily attributed to changes in current market interest rates and not to credit quality. The Company does not intend to sell the marketable securities that are in an unrealized loss position, nor is it more likely than not that the Company will be required to sell the marketable securities before the recovery of the amortized cost basis, which may be at maturity. As a result, the Company did not recognize any other-than-temporary impairment losses as of March 31, 2022. |
Balance Sheet Components
Balance Sheet Components | 3 Months Ended |
Mar. 31, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | Note 5. Balance Sheet Components Accrued and Other Liabilities Accrued and other liabilities consist of the following (in thousands): March 31, December 31, 2021 Accrued research and development expenses $ 1,920 $ 3,666 Accrued payroll and related expenses 1,793 2,887 Accrued professional service fees 373 1,520 Liability for early exercised stock options 167 205 Other 674 384 Accrued and other liabilities $ 4,927 $ 8,662 |
License Agreements
License Agreements | 3 Months Ended |
Mar. 31, 2022 | |
License Agreements [Abstract] | |
License Agreements | Note 6. License Agreements Stanford License Agreements In March 2016, the Company entered into a license agreement with Stanford University, or the 2016 Stanford Agreement, which was amended in July 2016, October 2016 and January 2021, pursuant to which the Company obtained from Stanford a worldwide, exclusive, sublicensable license under certain patents, rights, or licensed patents and technology related to its engineered Wnt surrogate molecules to make, use, import, offer to sell and sell products that are claimed by the licensed patents or that use or incorporate such technology, or licensed products, for the treatment, diagnosis and prevention of human and veterinary diseases. The Company agreed to pay Stanford an aggregate of up to $ 0.9 million for the achievement of specified development and regulatory milestones, and an aggregate of up to $ 5.0 million for achievement of specified sales milestones. Stanford is also entitled to receive royalties from the Company equal to a very low single digit percentage of the Company’s and its sublicensees’ net sales of licensed products that are covered by a valid claim of a licensed patent. Additionally, the Company agreed to pay Stanford a low double-digit percentage of non-royalty sublicense consideration received by the Company in connection with any sublicense granted to a third-party and, if the Company is acquired, a one-time change of control fee in the low six figures. In June 2018, the Company entered into another license agreement with Stanford, or the 2018 Stanford Agreement, pursuant to which the Company obtained from Stanford a worldwide, exclusive, sublicensable license under certain patent rights related to its surrogate R-spondin proteins, or the licensed patents, to make, use, import, offer to sell and sell products that are claimed by the licensed patents, or licensed products, for the treatment, diagnosis and prevention of human and veterinary diseases, or the exclusive field. Additionally, Stanford granted the Company a worldwide, non-exclusive, sublicensable license under the licensed patents to make and use licensed products for research and development purposes in furtherance of the exclusive field and a worldwide, non-exclusive license to make, use and import, but not to offer to sell or sell, licensed products in any other field of use. The Company agreed to pay Stanford an aggregate of up to $ 0.4 million for the achievement of specified development and regulatory milestones. Stanford is also entitled to receive royalties from the Company equal to a sub-single digit percentage of the Company’s and its sublicensees’ net sales of licensed products. Additionally, the Company agreed to pay Stanford a one-time payment in the low six figures for each sublicense of the licensed patents that the Company grants to a third party and, if the Company is acquired, a one-time nominal change of control fee. For the three months ended March 31, 2022 and 2021, the Company incurred de minimis research and development expenses under the Stanford agreements. No milestones have been achieved as of March 31, 2022. UCSF License and Option Agreements In September and October 2016, the Company entered into two separate license and option agreements with The Regents of the University of California, or the UCSF Agreements, pursuant to which the Company obtained exclusive licenses from UCSF for internal research and antibody discovery purposes and an option to negotiate with UCSF to obtain an exclusive license under UCSF’s rights in the applicable library to make, use, sell, offer for sale and import products incorporating antibodies identified or resulting from the Company’s use of such library, or licensed products. In January 2020, the Company amended and restated the UCSF Agreements to provide non-exclusive licenses to make and use a certain human Fab naïve phage display library and to make and use a certain phage display llama VHH single domain antibody library for internal research and antibody discovery purposes and an option to negotiate with UCSF to obtain a non-exclusive commercial license under UCSF’s rights in the applicable library to make, use, sell, offer for sale and import products incorporating antibodies identified or resulting from the Company’s use of such library, or licensed products. In March 2022, the Company exercised the option under the UCSF Agreements and entered into a non-exclusive commercial license agreement to make and use licensed products derived from the phage display llama VHH single domain antibody library. Under the commercial license agreement, the Company paid UCSF a nominal license issue fee and agreed to pay a nominal annual license maintenance fee, five- to six-digit payments per licensed product upon achievement of a regulatory milestone, nominal minimum annual royalties, and earned royalties equal to a sub-single digit percentage of the Company’s and the Company’s sublicensees’ net sales of licensed products. For the three months ended March 31, 2022 and 2021, the Company incurred de minimis research and development expenses under the UCSF Agreements and the commercial license agreement. No milestones have been achieved as of March 31, 2022. Distributed Bio Subscription Agreement In September 2016, the Company entered into, and in January 2019, the Company amended, an antibody library subscription agreement with Charles River Laboratories International, Inc., formerly known as Distributed Bio, or the Distributed Bio Agreement, in which the Company obtained from Distributed Bio a non-exclusive license to use Distributed Bio’s antibody library to identify antibodies directed to an unlimited number of the Company’s proprietary targets and to make, use, sell, offer for sale, import and exploit products incorporating the antibodies that the Company identifies, or licensed products. The Company agreed to pay Distributed Bio an annual fee in the low six figures after the first three years. Additionally, the Company agreed to pay Distributed Bio an aggregate of $ 5.9 million for each licensed product that achieves specified development, regulatory and commercial milestones and royalties equal to a very low single digit percentage of the Company’s and its sublicensees’ net sales of licensed products. The Company’s obligation to pay royalties will end for each licensed product ten years after its first commercial sale. For the three months ended March 31, 2022 and 2021, the Company incurred de minimis research and development expenses under the Distributed Bio Agreement. No milestones have been achieved during the three months ended March 31, 2022. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7. Commitments and Contingencies Lease Agreements In August 2016, the Company entered into a lease agreement for office and lab space, which consists of approximately 32,813 square feet of rental space in South San Francisco, California. The office space lease is classified as an operating lease. The initial lease term commenced in May 2017 and ends in April 2025 , with rent payments escalating each year. The Company has options to extend the lease for additional years, but the exercise of the option was not reasonably certain. In connection with the lease, the Company maintains a letter of credit for the benefit of the landlord in the amount of $ 0.4 million, which is recorded as restricted cash in the unaudited condensed consolidated balance sheets. In January 2020, the Company entered into a lease agreement for a term of 18 months for approximately 6,478 square feet of office space. This office space lease, which commenced in June 2020, is classified as an operating lease and the rent payments escalate after 14 months. In September 2021, the Company amended the lease to extend the lease term until June 2022 . The operating lease expense for the three months ended March 31, 2022 and 2021 was $ 0.5 million, respectively. Aggregate future minimum rental payments under the operating leases as of March 31, 2022, were as follows (in thousands): Remaining nine months ending December 31, 2022 $ 2,014 Year ending December 31, 2023 2,596 Year ending December 31, 2024 2,670 Year ending December 31, 2025 891 Total lease payments 8,171 Less: Imputed interest ( 954 ) Operating lease liabilities $ 7,217 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 8. Stockholders’ Equity Equity Purchase Agreement In February 2022, the Company entered into the Equity Purchase Agreement with Lincoln Park, pursuant to which Lincoln Park is obligated to purchase up to $ 50.0 million of the Company’s common stock with a maximum of 7,003,383 shares from time to time at the Company’s sole discretion over a 36-month period commencing on April 27, 2022. The Company also entered into a registration rights agreement with Lincoln Park pursuant to which the Company filed with the SEC the registration statement to register for resale under the Securities Act of 1933, as amended, the shares of common stock that have been or may be issued to Lincoln Park under the Equity Purchase Agreement. The registration statement was effective on April 5, 2022. Upon execution of the Equity Purchase Agreement, the Company issued 0.1 million shares of common stock to Lincoln Park with the fair value of $ 0.3 million as consideration for Lincoln Park’s commitment to purchase the Company’s common stock. The Company incurred the costs of $ 0.5 million, primarily consisting of the commitment shares issued and the legal fees related to the Equity Purchase Agreement, that were recorded as deferred charges included in other assets on the unaudited condensed consolidated balance sheet and will be recognized against the proceeds from the sale of common stock under the Equity Purchase Agreement. In the event that the Company sells its common stock under the Equity Purchase Agreement for an aggregate price equal to or greater than $ 30.0 million, the Company shall pay the additional commitment fee of $ 0.1 million to Lincoln Park. As contemplated by the Equity Purchase Agreement, and so long as the closing price of the Company’s common stock exceeds $ 1.00 per share, the Company may direct Lincoln Park, at its sole discretion, to purchase up to 30,000 shares of its common stock, or the Regular Purchase Share Limit, on any business day at a purchase price per share equal to the lower of: (i) the lowest price of the Company’s common stock on the applicable purchase date and (ii) the average of the 3 lowest closing prices of the Company’s common stock during the 10 consecutive business days preceding such purchase date. The Regular Purchase Share Limit may be increased to up to 35,000 shares and 40,000 shares if the closing price of the Company’s common stock is not below $ 10.00 per share and $ 12.00 per share, respectively. Any single purchase of the Company’s common stock shall not exceed $ 3.5 million. The Company may also direct Lincoln Park to purchase additional shares no less than the Regular Purchase Share Limit and no greater than 500,000 shares at a purchase price per share equal to 96% of the lower of (i) the closing price of the Company’s common stock on the purchase date and (ii) the weighted average price of the Company’s common stock on the purchase date . As of March 31, 2022, the Company has no t sold any shares of common stock under the Equity Purchase Agreement. |
Common Stock Warrants
Common Stock Warrants | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Common Stock Warrants | Note 9. Common Stock Warrants In connection with the Business Combination, Legacy Surrozen, as the accounting acquirer, was deemed to assume warrants held by Consonance’s stockholders, or the Public Warrants, and warrants held by Consonance's sponsor, or the Private Placement Warrants. In addition, in the PIPE Financing, certain investors subscribed for and purchased an aggregate of 12.0 million units, each consisting of one share of the Company’s common stock and one-third of one redeemable warrant, or PIPE Warrants . All of these warrants were outstanding as of March 31, 2022. The following table sets forth the common stock warrants outstanding as of March 31, 2022 (in thousands, except exercise price per warrant): Type Classification Expiration Date Exercise Price per Warrant Number of Warrants Fair Value Public Warrants Liability August 12, 2026 $ 11.50 3,067 $ 767 Private Placement Warrants Liability August 12, 2026 11.50 145 36 PIPE Warrants Liability August 12, 2026 11.50 4,007 1,001 Total 7,219 $ 1,804 Public Warrants Each whole Public Warrant entitles the holder to purchase one share of the Company’s common stock at a price of $ 11.50 per share, at any time commencing on November 23, 2021 and terminating at the earlier of August 12, 2026 or upon redemption or liquidation. The exercise price and number of shares issuable upon exercise of the Public Warrants may be adjusted in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. The Company would not be obligated to deliver any shares of common stock pursuant to the exercise of a Public Warrant and would have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the common stock underlying the Public Warrants is then effective. The registration statement on Form S-1 to register for resale under the Securities Act of 1933, as amended, was effective in November 2021. The Company shall use its efforts to maintain the effectiveness of the registration statement until the expiration or redemption of the Public Warrants. If the Company fails to have maintained an effective registration statement, the Public Warrant holders have the right to exercise the Public Warrants on a cashless basis until such time as there is an effective registration statement. The Company may redeem the outstanding Public Warrants at a price of $ 0.01 per warrant if the closing price of common stock equals or exceeds $ 18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and similar transaction). Additionally, the Company may redeem the outstanding Public Warrants at a price of $ 0.10 per warrant if the closing price of common stock equals or exceeds $ 10.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and similar transaction). Notice of redemption shall be mailed to the Public Warrant holders no less than 30 days prior to the redemption date, or the Redemption Period. If the closing price of common stock equals or exceeds $ 10.00 per share and is less than $ 18.00 per share, during the Redemption Period, the Public Warrant holders may elect to exercise their Public Warrants on a cashless basis based on a make-whole table. In no event will the Company be required to net cash settle the Public Warrants. The Public Warrant holders do not have the rights or privileges of common stockholders and any voting rights until they exercise their Public Warrants and receive common stock. Private Placement Warrants The Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants, except that so long as they are held by Consonance's sponsor or any of its permitted transferees, the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, (ii) may not be transferred, assigned or sold until 30 days after the completion of the Business Combination, (iii) shall not be redeemable by the Company if the closing price of common stock equals or exceeds $ 18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and similar transaction) and (iv) shall only be redeemable if the closing price of common stock is less than $ 18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and similar transaction). If the Private Placement Warrants are held by holders other than Consonance's sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants. PIPE Warrants Each whole PIPE Warrant entitles the holder to purchase one share of the Company’s common stock at a price of $ 11.50 per share, at any time commencing on November 23, 2021 and terminating on August 12, 2026 . The PIPE Warrants are the same in all respects as the Public Warrants except that the PIPE Warrants are not redeemable before August 12, 2022. Classification The Public Warrants, Private Placement Warrants and PIPE Warrants are not considered indexed to the Company’s common stock as certain provisions of the warrant agreements could change the settlement amount of these warrants. As a result, they were classified as liabilities and recorded at fair value with subsequent change in their respective fair value recognized in the other income within the unaudited condensed consolidated statements of operations and comprehensive loss at each reporting date. See Note 4 for the discussion of warrant valuations. |
Stock Based Compensation Plan
Stock Based Compensation Plan | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Stock Based Compensation Plan | Note 10. Stock-Based Compensation Plan The Company maintains the 2021 Equity Incentive Plan, or the 2021 Plan, which provides for the granting of stock awards to employees, directors and consultants. Options granted under the 2021 Plan may be either incentive stock options, or ISOs, or nonqualified stock options, or NSOs. Options granted under the 2021 Plan expire no later than 10 years from the date of grant. Options under the 2021 Plan generally vest 25 % upon one year of continued service to the Company, with the remainder in monthly increments over three additional years. As of March 31, 2022, there were 5.0 million shares of common stock available for issuance under the 2021 Plan. Stock Options A summary of stock option activity is set forth below: Options outstanding Weighted Weighted Average Aggregate Number of Average Remaining Intrinsic Options Exercise Contractual Life Value (In thousands) Price (In years) (In thousands) Outstanding – December 31, 2021 1,794 $ 6.31 8.43 Granted 1,567 3.46 Exercised — — Cancelled ( 25 ) 5.94 Outstanding – March 31, 2022 3,336 4.98 8.97 $ 1,168 Exercisable – March 31, 2022 802 3.35 7.30 1,025 The aggregate intrinsic values of options outstanding, exercisable, vested and expected to vest is the difference between the exercise price of the options and the fair value of the Company’s common stock at March 31, 2022. During the three months ended March 31, 2022, the Company granted options with a weighted-average grant-date fair value of $ 2.39 per share. The fair value of options is estimated at the grant date using the Black-Scholes option-pricing model with the following weighted-average assumptions: Three Months Ended March 31, 2022 2021 Expected term (in years) 6.03 6.00 Expected volatility 80.15 % 63.43 % Risk-free rate 1.59 % 0.78 % Dividend yield — — Restricted Stock Awards The following table summarizes the Company’s restricted stock award activity: Weighted Number of Average Shares Grant Date (In thousands) Fair Value RSAs, unvested at December 31, 2021 161 $ 9.39 Granted — — Vested ( 18 ) 7.41 Forfeited — — RSAs, unvested at March 31, 2022 143 9.63 The fair value of restricted stock awards vested during the three months ended March 31, 2022 was $ 0.1 million. Stock-Based Compensation Total stock-based compensation recorded in the unaudited condensed consolidated statements of operations and comprehensive loss related to stock options and restricted stock awards was as follows (in thousands): Three Months Ended March 31, 2022 2021 Research and development $ 333 $ 175 General and administrative 583 300 Total stock-based compensation expense $ 916 $ 475 As of March 31, 2022, there was approximately $ 10.6 million of stock-based compensation expense to be recognized over a weighted-average period of approximately 3.18 years. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America, or GAAP, and pursuant to the regulations of the U.S. Securities and Exchange Commission, or SEC. As permitted under those rules, certain footnotes or other financial information that are normally required by GAAP have been condensed or omitted, and accordingly the condensed consolidated balance sheet as of December 31, 2021 has been derived from the Company’s audited consolidated financial statements at that date but does not include all of the information required by GAAP for complete consolidated financial statements. These unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s annual consolidated financial statements and, in the opinion of management, reflect all adjustments (consisting of normal recurring adjustments) that are necessary for a fair presentation of the Company’s consolidated financial statements. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ended December 31, 2022 or for any other interim period or for any other future year. The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiary. All intercompany transactions and balances have been eliminated. The Business Combination discussed in Note 1 was accounted for as a reverse recapitalization with Legacy Surrozen as the accounting acquirer and Consonance as the acquired company for accounting purposes. Accordingly, all historical financial information presented in the unaudited condensed consolidated financial statements represents the accounts of Legacy Surrozen at their historical cost as if Legacy Surrozen is the predecessor to the Company. The unaudited condensed consolidated financial statements following the closing of the Business Combination reflect the results of the combined entity’s operations. All issued and outstanding common stock, redeemable convertible preferred stock and stock awards of Legacy Surrozen and per share amounts contained in the unaudited condensed consolidated financial statements for the periods presented prior to the closing of the Business Combination have been retroactively restated to reflect the exchange ratio established in the Business Combination. See Note 3, “ Recapitalization” for additional details. The accompanying condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K, filed with the SEC on March 28, 2022. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP r equires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Significant estimates and assumptions made in the accompanying unaudited condensed consolidated financial statements include, but are not limited to, certain accruals for research and development activities, the fair value of common stock prior to the Business Combination, stock-based compensation expense and income taxes. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could materially differ from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments, which potentially subject the Company to significant concentration of credit risk, consist of cash, cash equivalents and marketable securities. The Company's cash is held by one financial institution that management believes is creditworthy . Such deposits held with the financial institution may at times exceed federally insured limits, however, its exposure to credit risk in the event of default by the financial institution is limited to the extent of amounts recorded on the unaudited condensed consolidated balance sheets. The Company performs evaluations of the relative credit standing of these financial institutions to limit the amount of credit exposure. The Company's policy is to invest cash in institutional money market funds and marketable securities with high credit quality to limit the amount of credit exposure. The Company currently maintains a portfolio of cash equivalents and marketable securities in a variety of securities, including money market funds, U.S. government bonds, foreign bonds, commercial paper and corporate debt securities. The Company has not experienced any losses on its cash equivalents and marketable securities. |
Marketable Securities | Marketable Securities The Company invests its excess cash in marketable U.S. government bonds, foreign bonds, commercial paper and corporate debt securities. All marketable securities have been classified as available-for-sale and are carried at estimated fair value as determined based upon quoted market prices or pricing models for similar securities. The Company does not buy or hold securities principally for the purpose of selling them in the near future. The Company’s policy is focused on the preservation of capital, liquidity, and return. From time to time, the Company may sell certain securities, but the objectives are generally not to generate profits on short-term differences in price. Short-term marketable securities have maturities less than or equal to one year as of the balance sheet date. Long-term marketable securities have maturities greater than one year as of the balance sheet date. These marketable securities are carried at estimated fair value with unrealized holding gains and losses included in accumulated other comprehensive loss in stockholders’ equity until realized. Gains and losses on marketable security transactions are reported on the specific-identification method. Interest income is recognized in the unaudited condensed consolidated statements of operations and comprehensive loss when earned. The Company periodically evaluates its available-for-sale marketable securities for impairment. When the fair value of a marketable security is below its amortized cost, the amortized cost is reduced to its fair value if it is more likely than not that the Company is required to sell the impaired security before recovery of its amortized cost basis, or the Company has the intention to sell the security. If neither of these conditions are met, the Company determines whether the impairment is due to credit losses by comparing the present value of the expected cash flows of the security with its amortized cost basis. The amount of impairment recognized is limited to the excess of the amortized cost over the fair value of the security. An allowance for credit losses for the excess of amortized cost over the expected cash flows is recorded in other income on the unaudited condensed consolidated statements of operations. Impairment losses that are not credit-related are included in accumulated other comprehensive loss in stockholders’ equity. |
Warrant Liabilities | Warrant Liabilities The Company's Public Warrants, Private Placement Warrants and PIPE Warrants were classified as liabilities (see Note 8). At the end of each reporting period, any changes in fair value during the period are recognized in other income within the unaudited condensed consolidated statements of operations and comprehensive loss. The Company will continue to adjust the warrant liabilities for changes in the fair value until the earlier of a) the exercise or expiration of the warrants or b) the redemption of the warrants, at which time such warrants will be reclassified to additional paid-in capital. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is calculated by dividing the net loss attributable to common stock by the weighted-average number of shares of common stock outstanding for the period, without consideration for potential dilutive securities. Since the Company was in a loss position for the periods presented, basic net loss per share is the same as diluted net loss per share as the effects of potentially dilutive securities are antidilutive. The following table presents the potential common stock outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been antidilutive (in thousands): March 31, 2022 2021 Options outstanding 3,336 1,537 Unvested restricted stock 143 119 Unvested common stock subject to repurchase 53 115 Warrants to purchase common stock 1,804 — Total 5,336 1,771 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share | The following table presents the potential common stock outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been antidilutive (in thousands): March 31, 2022 2021 Options outstanding 3,336 1,537 Unvested restricted stock 143 119 Unvested common stock subject to repurchase 53 115 Warrants to purchase common stock 1,804 — Total 5,336 1,771 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following tables summarize the Company’s financial assets and liabilities that are measured at fair value on a recurring basis (in thousands): March 31, 2022 Level 1 Level 2 Level 3 Total Assets: Money market funds (1) $ 11,565 $ — $ — $ 11,565 Commercial paper — 49,161 — 49,161 Corporate bonds — 19,309 — 19,309 Government bonds — 17,833 — 17,833 Foreign bonds — 3,686 — 3,686 Total financial assets measured at fair value $ 11,565 $ 89,989 $ — $ 101,554 Liabilities (2) : Public Warrants $ 767 $ — $ — $ 767 Private Placement Warrants — 36 — 36 PIPE Warrants — 1,001 — 1,001 Total financial liabilities measured at fair value $ 767 $ 1,037 $ — $ 1,804 December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Money market funds (1) $ 32,310 $ — $ — $ 32,310 Commercial paper — 49,136 — 49,136 Corporate bonds — 19,480 — 19,480 Government bonds — 18,082 — 18,082 Foreign bonds — 3,717 — 3,717 Total financial assets measured at fair value $ 32,310 $ 90,415 $ — $ 122,725 Liabilities (2) : Public Warrants $ 3,527 $ — $ — $ 3,527 Private Placement Warrants — 166 — 166 PIPE Warrants — 4,608 — 4,608 Total financial liabilities measured at fair value $ 3,527 $ 4,774 $ — $ 8,301 (1) Money market funds are included in cash and cash equivalents on the unaudited condensed consolidated balance sheets as of March 31, 2022 and December 31, 2021. (2) See the definition and discussion of Public Warrants, Private Placement Warrants and PIPE Warrants in Note 9. |
Schedule of Marketable Securities by Security Type | The following tables provide the Company’s marketable securities by security type (in thousands): March 31, 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Commercial paper $ 49,161 $ — $ — $ 49,161 Corporate bonds 19,422 — ( 113 ) 19,309 Government bonds 6,135 — ( 82 ) 6,053 Foreign bonds 3,705 — ( 19 ) 3,686 Total short-term marketable securities $ 78,423 $ — $ ( 214 ) $ 78,209 Government bonds $ 11,995 $ — $ ( 215 ) $ 11,780 Total long-term marketable securities $ 11,995 $ — $ ( 215 ) $ 11,780 December 31, 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Commercial paper $ 49,136 $ — $ — $ 49,136 Corporate bonds 15,920 4 ( 17 ) 15,907 Foreign bonds 3,725 — ( 8 ) 3,717 Total short-term marketable securities $ 68,781 $ 4 $ ( 25 ) $ 68,760 Government bonds $ 18,165 $ — $ ( 83 ) $ 18,082 Corporate bonds 3,588 — ( 15 ) 3,573 Total long-term marketable securities $ 21,753 $ — $ ( 98 ) $ 21,655 |
Schedule Of Unrealized Loss On Investments | The following table indicates the length of the time that individual securities have been in a continuous unrealized loss position as of March 31, 2022 (dollars in thousands): Less Than 12 Months Number of Investments Fair Value Unrealized Losses Corporate bonds 7 $ 19,309 $ 113 Government bonds 3 17,833 297 Foreign bonds 2 3,686 19 12 $ 40,828 $ 429 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Accrued Liabilities | Accrued and other liabilities consist of the following (in thousands): March 31, December 31, 2021 Accrued research and development expenses $ 1,920 $ 3,666 Accrued payroll and related expenses 1,793 2,887 Accrued professional service fees 373 1,520 Liability for early exercised stock options 167 205 Other 674 384 Accrued and other liabilities $ 4,927 $ 8,662 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Lessee, Operating Lease, Liability, Maturity | Aggregate future minimum rental payments under the operating leases as of March 31, 2022, were as follows (in thousands): Remaining nine months ending December 31, 2022 $ 2,014 Year ending December 31, 2023 2,596 Year ending December 31, 2024 2,670 Year ending December 31, 2025 891 Total lease payments 8,171 Less: Imputed interest ( 954 ) Operating lease liabilities $ 7,217 |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Schedule of Common Stock Warrants Outstanding | The following table sets forth the common stock warrants outstanding as of March 31, 2022 (in thousands, except exercise price per warrant): Type Classification Expiration Date Exercise Price per Warrant Number of Warrants Fair Value Public Warrants Liability August 12, 2026 $ 11.50 3,067 $ 767 Private Placement Warrants Liability August 12, 2026 11.50 145 36 PIPE Warrants Liability August 12, 2026 11.50 4,007 1,001 Total 7,219 $ 1,804 |
Stock Based Compensation Plan (
Stock Based Compensation Plan (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | |
Summary of Stock Option Activity | A summary of stock option activity is set forth below: Options outstanding Weighted Weighted Average Aggregate Number of Average Remaining Intrinsic Options Exercise Contractual Life Value (In thousands) Price (In years) (In thousands) Outstanding – December 31, 2021 1,794 $ 6.31 8.43 Granted 1,567 3.46 Exercised — — Cancelled ( 25 ) 5.94 Outstanding – March 31, 2022 3,336 4.98 8.97 $ 1,168 Exercisable – March 31, 2022 802 3.35 7.30 1,025 |
Summary of RSA Activity | The following table summarizes the Company’s restricted stock award activity: Weighted Number of Average Shares Grant Date (In thousands) Fair Value RSAs, unvested at December 31, 2021 161 $ 9.39 Granted — — Vested ( 18 ) 7.41 Forfeited — — RSAs, unvested at March 31, 2022 143 9.63 |
Schedule of Stock-Based Compensation Expense | Total stock-based compensation recorded in the unaudited condensed consolidated statements of operations and comprehensive loss related to stock options and restricted stock awards was as follows (in thousands): Three Months Ended March 31, 2022 2021 Research and development $ 333 $ 175 General and administrative 583 300 Total stock-based compensation expense $ 916 $ 475 |
Stock Option | |
Defined Benefit Plan Disclosure [Line Items] | |
Schedule of Weighted Average Assumptions Used to Estimate Fair Value of Options | The fair value of options is estimated at the grant date using the Black-Scholes option-pricing model with the following weighted-average assumptions: Three Months Ended March 31, 2022 2021 Expected term (in years) 6.03 6.00 Expected volatility 80.15 % 63.43 % Risk-free rate 1.59 % 0.78 % Dividend yield — — |
Organization and Business - Add
Organization and Business - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Aug. 31, 2021 | |
Subsidiary Sale Of Stock [Line Items] | ||||
Common stock warrants exercise price per share | $ 11.50 | |||
Sale of Stock, Consideration Received on Transaction | $ 50,000 | |||
Investments in marketable securities | 104,300 | |||
Transaction costs | $ 400 | |||
Net loss | (7,947) | $ (13,022) | ||
Loss from operations | (14,493) | (13,031) | ||
Net cash used in Operation | (18,374) | $ (10,332) | ||
Accumulated deficit | $ (150,596) | $ (142,649) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Accounting Policies [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per share | 5,336,000 | 1,771,000 |
Options Outstanding [Member] | ||
Accounting Policies [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per share | 3,336,000 | 1,537,000 |
Unvested restricted stock [Member] | ||
Accounting Policies [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per share | 143,000 | 119,000 |
Unvested common stock subject to repurchase [Member] | ||
Accounting Policies [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per share | 53,000 | 115,000 |
Warrants To Purchase Common Stock [Member] | ||
Accounting Policies [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per share | 1,804,000 | 0 |
Recapitalization - Additional I
Recapitalization - Additional Information (Details) $ / shares in Units, $ in Thousands | Aug. 11, 2021$ / sharesshares | Aug. 31, 2021USD ($) | Mar. 31, 2022shares | Dec. 31, 2021shares |
Subsidiary Sale Of Stock [Line Items] | ||||
Transaction costs | $ 400 | |||
Reduction Of Additional Paid In Capital | $ 5,900 | |||
Common Stock, Shares, Outstanding | shares | 35,126,000 | 35,034,000 | ||
Common Stock, Shares, Issued | shares | 35,126,000 | 35,034,000 | ||
Exchange ratio | 0.175648535 | 0.175648535 | ||
Surrozen Inc | ||||
Subsidiary Sale Of Stock [Line Items] | ||||
Goodwill | $ 0 | |||
Private Investment In Public Entity Offering [Member] | ||||
Subsidiary Sale Of Stock [Line Items] | ||||
Stock issued during period shares new shares | shares | 12,000,000 | |||
Shares issued, price per share | $ / shares | $ 10 | |||
Proceeds from cash acquired through acquisition and PIPE offering | 128,800 | |||
Proceeds from issuance of common stock upon Business Combination and PIPE Financing, net of issuance costs | 8,600 | |||
Proceeds from issuance of units upon PIPE Financing | 120,200 | |||
Transaction costs | $ 6,300 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | |
Assets: | |||
Assets | $ 101,554 | $ 122,725 | |
Liabilities: | |||
Liabilities | 1,804 | 8,301 | [1] |
Money Market Funds | |||
Assets: | |||
Assets | 11,565 | 32,310 | [2] |
Commercial Paper | |||
Assets: | |||
Assets | 49,161 | 49,136 | |
Corporate Bonds | |||
Assets: | |||
Assets | 19,309 | 19,480 | |
Government bonds | |||
Assets: | |||
Assets | 17,833 | 18,082 | |
Foreign bonds | |||
Assets: | |||
Assets | 3,686 | 3,717 | |
Public Warrants | |||
Liabilities: | |||
Liabilities | 767 | 3,527 | [1] |
Private Placement Warrants | |||
Liabilities: | |||
Liabilities | 36 | 166 | [1] |
PIPE Warrants | |||
Liabilities: | |||
Liabilities | 1,001 | 4,608 | [1] |
Level 1 | |||
Assets: | |||
Assets | 11,565 | 32,310 | |
Liabilities: | |||
Liabilities | 767 | 3,527 | [1] |
Level 1 | Money Market Funds | |||
Assets: | |||
Assets | 11,565 | 32,310 | [2] |
Level 1 | Commercial Paper | |||
Assets: | |||
Assets | |||
Level 1 | Corporate Bonds | |||
Assets: | |||
Assets | 0 | ||
Level 1 | Government bonds | |||
Assets: | |||
Assets | |||
Level 1 | Foreign bonds | |||
Assets: | |||
Assets | 0 | ||
Level 1 | Public Warrants | |||
Liabilities: | |||
Liabilities | 767 | 3,527 | [1] |
Level 1 | Private Placement Warrants | |||
Liabilities: | |||
Liabilities | |||
Level 1 | PIPE Warrants | |||
Liabilities: | |||
Liabilities | |||
Level 2 | |||
Assets: | |||
Assets | 89,989 | 90,415 | |
Liabilities: | |||
Liabilities | 1,037 | 4,774 | [1] |
Level 2 | Money Market Funds | |||
Assets: | |||
Assets | |||
Level 2 | Commercial Paper | |||
Assets: | |||
Assets | 49,161 | 49,136 | |
Level 2 | Corporate Bonds | |||
Assets: | |||
Assets | 19,309 | 19,480 | |
Level 2 | Government bonds | |||
Assets: | |||
Assets | 17,833 | 18,082 | |
Level 2 | Foreign bonds | |||
Assets: | |||
Assets | 3,686 | 3,717 | |
Level 2 | Public Warrants | |||
Liabilities: | |||
Liabilities | 0 | ||
Level 2 | Private Placement Warrants | |||
Liabilities: | |||
Liabilities | 36 | 166 | [1] |
Level 2 | PIPE Warrants | |||
Liabilities: | |||
Liabilities | 1,001 | 4,608 | [1] |
Level 3 | |||
Assets: | |||
Assets | 0 | 0 | |
Liabilities: | |||
Liabilities | 0 | ||
Level 3 | Money Market Funds | |||
Assets: | |||
Assets | 0 | ||
Level 3 | Commercial Paper | |||
Assets: | |||
Assets | 0 | ||
Level 3 | Corporate Bonds | |||
Assets: | |||
Assets | 0 | ||
Level 3 | Government bonds | |||
Assets: | |||
Assets | 0 | ||
Level 3 | Foreign bonds | |||
Assets: | |||
Assets | 0 | 0 | |
Level 3 | Public Warrants | |||
Liabilities: | |||
Liabilities | 0 | ||
Level 3 | Private Placement Warrants | |||
Liabilities: | |||
Liabilities | 0 | ||
Level 3 | PIPE Warrants | |||
Liabilities: | |||
Liabilities | $ 0 | ||
[1] | See the definition and discussion of Public Warrants, Private Placement Warrants and PIPE Warrants in Note 9. | ||
[2] | Money market funds are included in cash and cash equivalents on the unaudited condensed consolidated balance sheets as of March 31, 2022 and December 31, 2021. |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2022USD ($)$ / shares | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Other than temporary impairment losses | $ | |
PIPE Warrants | Maximum [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Stock price to redeem warrants | $ 18 |
PIPE Warrants | Minimum [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Stock price to redeem warrants | $ 10 |
Measurement Input, Expected Dividend Rate | PIPE Warrants | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Alternative Investment, Measurement Input | 0 |
Fair Value Measurement - Sche_2
Fair Value Measurement - Schedule of Marketable Securities by Security Type (Details) $ in Thousands | Mar. 31, 2022USD ($)Investments | Dec. 31, 2021USD ($) |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost Current | $ 78,423 | $ 68,781 |
Amortized Cost, Non-current | 11,995 | 21,753 |
Gross Unrealized Gains, Current | 0 | 4 |
Gross Unrealized Gains, Non-current | 0 | 0 |
Gross Unrealized Losses, Current | (214) | (25) |
Gross Unrealized Losses, Non-current | (215) | (98) |
Fair Value, Current | 78,209 | 68,760 |
Fair Value, Non-current | $ 11,780 | 21,655 |
Number Of Positions | Investments | 12 | |
Less then 12 Months, Fair Value | $ 40,828 | |
Less then 12 Months, Unrealized Losses | 429 | |
Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost Current | 49,161 | 49,136 |
Gross Unrealized Gains, Current | 0 | 0 |
Gross Unrealized Losses, Current | 0 | |
Fair Value, Current | 49,161 | 49,136 |
Corporate Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost Current | 19,422 | 15,920 |
Amortized Cost, Non-current | 3,588 | |
Gross Unrealized Gains, Current | 0 | 4 |
Gross Unrealized Gains, Non-current | 0 | |
Gross Unrealized Losses, Current | (113) | (17) |
Gross Unrealized Losses, Non-current | (15) | |
Fair Value, Current | $ 19,309 | 15,907 |
Fair Value, Non-current | 3,573 | |
Number Of Positions | Investments | 7 | |
Less then 12 Months, Fair Value | $ 19,309 | |
Less then 12 Months, Unrealized Losses | 113 | |
Government bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost Current | 6,135 | |
Amortized Cost, Non-current | 11,995 | 18,165 |
Gross Unrealized Gains, Current | 0 | |
Gross Unrealized Gains, Non-current | 0 | 0 |
Gross Unrealized Losses, Current | (82) | |
Gross Unrealized Losses, Non-current | (215) | (83) |
Fair Value, Current | 6,053 | |
Fair Value, Non-current | $ 11,780 | 18,082 |
Number Of Positions | Investments | 3 | |
Less then 12 Months, Fair Value | $ 17,833 | |
Less then 12 Months, Unrealized Losses | 297 | |
Foreign bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost Current | 3,705 | 3,725 |
Gross Unrealized Gains, Current | 0 | 0 |
Gross Unrealized Losses, Current | (19) | (8) |
Fair Value, Current | $ 3,686 | $ 3,717 |
Number Of Positions | Investments | 2 | |
Less then 12 Months, Fair Value | $ 3,686 | |
Less then 12 Months, Unrealized Losses | $ 19 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued research and development expenses | $ 1,920 | $ 3,666 |
Accrued payroll and related expenses | 1,793 | 2,887 |
Accrued professional service fees | 373 | 1,520 |
Liability for early exercised stock options | 167 | 205 |
Other | 674 | 384 |
Accrued and other liabilities | $ 4,927 | $ 8,662 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | |||
Jan. 31, 2020ft² | Aug. 31, 2016ft² | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | |
Lessee, Lease, Description [Line Items] | |||||
Operating lease month of expiry of lease | 2022-06 | ||||
Restricted cash | $ 405 | $ 405 | |||
Operating Lease, Expense | 500 | $ 500 | |||
Eighteen Months [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Area of Real Estate Property | ft² | 6,478 | ||||
Operating lease term | 18 months | ||||
CALIFORNIA | Eight Years [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Area of Real Estate Property | ft² | 32,813 | ||||
Operating lease month of expiry of lease | 2025-04 | ||||
Restricted cash | $ 400 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary Of Lessee, Operating Lease, Liability, Maturity (Detail) $ in Thousands | Mar. 31, 2022USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remaining nine months ending December 31, 2022 | $ 2,014 |
2023 | 2,596 |
2024 | 2,670 |
2025 | 891 |
Total lease payments | 8,171 |
Less: Imputed interest | (954) |
Operating lease liabilities | $ 7,217 |
License Agreements - Additional
License Agreements - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Jun. 30, 2018 | Sep. 30, 2016 | Mar. 31, 2016 | Mar. 31, 2022 | |
Stanford License Agreements [Member] | Stanford [Member] | ||||
License Agreements [Line Items] | ||||
Payments for milestone agreement or earned royalties on achievement of milestones | $ 5,000 | |||
Payments for achievement of specified development and regulatory milestones | $ 400 | |||
Payments for milestone agreement on achievement of milestones | $ 0 | |||
Stanford License Agreements [Member] | Stanford [Member] | Maximum | ||||
License Agreements [Line Items] | ||||
Payments for milestone agreement or earned royalties on achievement of milestones | $ 900 | |||
UCSF License And Option Agreements [Member] | Stanford [Member] | ||||
License Agreements [Line Items] | ||||
Payments for milestone agreement on achievement of milestones | 0 | |||
Distributed Bio Subscription Agreement [Member] | ||||
License Agreements [Line Items] | ||||
Payments for achievement of specified development and regulatory milestones | $ 5,900 | |||
Payments for milestone agreement on achievement of milestones | $ 0 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | |
Feb. 28, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Sale of Stock, Consideration Received on Transaction | $ 50 | ||
Common Stock, Shares, Issued | 35,126,000 | 35,034,000 | |
Payments of Stock Issuance Costs | $ 0.5 | ||
Maximum | |||
Sale of Stock, Consideration Received on Transaction | $ 3.5 | ||
Closing Sale Price Below 10.00 per share [Member] | Maximum | |||
Common Stock, Shares, Issued | 35,000 | ||
Closing Sale Price Below 12.00 per share [Member] | |||
Common stock per share | $ 12 | ||
Closing Sale Price Below 12.00 per share [Member] | Maximum | |||
Common Stock, Shares, Issued | 40,000 | ||
Lincoln Park [Member] | |||
Common Stock, Shares, Issued | 100,000 | 0 | |
Common stock with the fair value | $ 0.3 | ||
Common stock per share | $ 1 | ||
Description of common stock closing sale transaction | The Regular Purchase Share Limit may be increased to up to 35,000 shares and 40,000 shares if the closing price of the Company’s common stock is not below $10.00 per share and $12.00 per share, respectively. Any single purchase of the Company’s common stock shall not exceed $3.5 million. | ||
Sole discretion purchase common stock | 30,000 | ||
Payments of Stock Issuance Costs | $ 0.1 | ||
Purchase price of additional shares | purchase price per share equal to 96% of the lower of (i) the closing price of the Company’s common stock on the purchase date and (ii) the weighted average price of the Company’s common stock on the purchase date. | ||
Lincoln Park [Member] | Maximum | |||
Sale of Stock, Consideration Received on Transaction | $ 50 | ||
Stock Issuance period | 36 months | ||
Common Stock, Shares, Issued | 7,003,383 | ||
Purchase of additional shares | 500,000 | ||
Lincoln Park [Member] | Minimum | |||
Sale of Stock, Consideration Received on Transaction | $ 30 | ||
Lincoln Park [Member] | Closing Sale Price Below 10.00 per share [Member] | |||
Common stock per share | $ 10 |
Common Stock Warrants - Additio
Common Stock Warrants - Additional Information (Details) - $ / shares | Aug. 11, 2021 | Mar. 31, 2022 |
Common Stock Warrants Outstanding | 7,219,000 | |
Class Of Warrant Or Right Exercise Price Of Warrants Or Rights1 | $ 11.50 | |
Common Stock Warrants Expiration Date | Aug. 12, 2026 | |
Warrant Redemption Condition Minimum Share Price Scenario Two | $ 18 | |
Public Warrants | ||
Common Stock Warrants Outstanding | 3,067,000 | |
Class Of Warrant Or Right Exercise Price Of Warrants Or Rights1 | $ 11.50 | |
Common Stock Warrants Expiration Date | Aug. 12, 2026 | |
Warrant Redemption Period | 30 days | |
Warrant redemption condition minimum share price scenario one | $ 10 | |
Public Warrants | Common Stock, Closing Price equals or Exceeds $18 Per Share [Member] | ||
Redemption Price Per Public Warrant | 0.01 | |
Issuance of common stock Per Share | 18 | |
Public Warrants | Common Stock, Closing Price equals or Exceeds $10 Per Share [Member] | ||
Redemption Price Per Public Warrant | 0.10 | |
Issuance of common stock Per Share | $ 10 | |
Private Investment In Public Entity Offering [Member] | ||
Stock issued during period shares new shares | 12,000,000 | |
Private Placement Warrants | ||
Common Stock Warrants Outstanding | 145,000 | |
Class Of Warrant Or Right Exercise Price Of Warrants Or Rights1 | $ 11.50 | |
Common Stock Warrants Expiration Date | Aug. 12, 2026 | |
Lock-In period for Transfer, Assignment or Sale of Warrants | 30 days | |
Private Placement Warrants | Common Stock, Closing Price equals or Exceeds $18 Per Share [Member] | ||
Issuance of common stock Per Share | $ 18 | |
Private Placement Warrants | Common Stock, Closing Price equals or Exceeds $10 Per Share [Member] | ||
Issuance of common stock Per Share | $ 18 | |
PIPE Warrants | ||
Common Stock Warrants Outstanding | 4,007,000 | |
Class Of Warrant Or Right Exercise Price Of Warrants Or Rights1 | $ 11.50 | |
Common Stock Warrants Expiration Date | Aug. 12, 2026 |
Common Stock Warrants - (Detail
Common Stock Warrants - (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Class Of Warrant Or Right [Line Items] | |
Common Stock Warrants Expiration Date | Aug. 12, 2026 |
Common stock warrants exercise price per share | $ / shares | $ 11.50 |
Common Stock Warrants Outstanding | shares | 7,219,000 |
Fair Value | $ | $ 1,804 |
Public Warrants | |
Class Of Warrant Or Right [Line Items] | |
Common Stock Warrant Classification | Liability |
Common Stock Warrants Expiration Date | Aug. 12, 2026 |
Common stock warrants exercise price per share | $ / shares | $ 11.50 |
Common Stock Warrants Outstanding | shares | 3,067,000 |
Fair Value | $ | $ 767 |
Private Placement Warrants | |
Class Of Warrant Or Right [Line Items] | |
Common Stock Warrant Classification | Liability |
Common Stock Warrants Expiration Date | Aug. 12, 2026 |
Common stock warrants exercise price per share | $ / shares | $ 11.50 |
Common Stock Warrants Outstanding | shares | 145,000 |
Fair Value | $ | $ 36 |
PIPE Warrants | |
Class Of Warrant Or Right [Line Items] | |
Common Stock Warrant Classification | Liability |
Common Stock Warrants Expiration Date | Aug. 12, 2026 |
Common stock warrants exercise price per share | $ / shares | $ 11.50 |
Common Stock Warrants Outstanding | shares | 4,007,000 |
Fair Value | $ | $ 1,001 |
Stock Based Compensation Plan -
Stock Based Compensation Plan - Additional Information (Details) $ / shares in Units, shares in Millions | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Intrinsic value of options exercised | $ 1,168,000 |
Weighted average grant date fair value/shares | $ / shares | $ 2.39 |
Unrecognized stock based compensation expense | $ 10,600,000 |
Weighted-average period | 3 years 2 months 4 days |
RSA | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Fair value of RSAs vested | $ 100 |
2021 Stock Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares reserved for future issuance | shares | 5 |
Options | 2021 Stock Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
percentage of vesting | 25.00% |
Description of modification of options | Options under the 2021 Plan generally vest 25% upon one year of continued service to the Company, with the remainder in monthly increments over three additional years. |
Options | Maximum | 2021 Stock Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expiration period | 10 years |
Stock Based Compensation Plan_2
Stock Based Compensation Plan - Summary of Stock Option Activity for Company's Stock Option Plans (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options Outstanding Beginning Balance | 1,794 | |
Number of Options Granted | 1,567 | |
Number of Options Exercised | 0 | |
Number of Options Cancelled | (25) | |
Number of Options Outstanding Ending Balance | 3,336 | 1,794 |
Number of Options outstanding and exercisable | 802 | |
Weighted Average Exercise Price Outstanding, Beginning Balance | $ 6.31 | |
Weighted Average Exercise Price Granted | 3.46 | |
Weighted Average Exercise Price Exercised | 0 | |
Weighted Average Exercise Price Cancelled | 5.94 | |
Weighted Average Exercise Price Outstanding, Ending Balance | 4.98 | $ 6.31 |
Weighted Average Exercise Price Options outstanding and exercisable | $ 3.35 | |
Weighted Average Remaining Contractual Life (In Years) | 8 years 11 months 19 days | 8 years 5 months 4 days |
Weighted Average Remaining Contractual Life, exercisable (In Years) | 7 years 3 months 18 days | |
Aggregate Intrinsic Value | $ 1,168 | |
Aggregate Intrinsic Value Options outstanding and exercisable | $ 1,025 |
Stock Based Compensation Plan_3
Stock Based Compensation Plan - Schedule of Weighted Average Assumptions Used to Estimate Fair Value of Options (Details) - Stock Option | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 6 years 10 days | 6 years |
Expected volatility | 80.15% | 63.43% |
Risk-free rate | 1.59% | 0.78% |
Dividend yield | 0.00% | 0.00% |
Stock Based Compensation Plan_4
Stock Based Compensation Plan - Summary of RSA Activity (Details) - RSA | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares RSAs, unvested, Beginning Balance | shares | 161 |
Number of Shares RSAs, Granted | shares | 0 |
Number of Shares RSAs, Vested | shares | (18) |
Number of Shares RSAs, Forfeited | shares | 0 |
Number of Shares RSAs, unvested, Ending Balance | shares | 143 |
Weighted Average Grant Date Fair Value RSAs, Unvested Beginning Balance | $ / shares | $ 9.39 |
Weighted Average Grant Date Fair Value RSAs, Granted | $ / shares | 0 |
Weighted Average Grant Date Fair Value RSAs, Vested | $ / shares | 7.41 |
Weighted Average Grant Date Fair Value RSAs, Forfeited | $ / shares | 0 |
Weighted Average Grant Date Fair Value RSAs, Unvested Ending Balance | $ / shares | $ 9.63 |
Stock Based Compensation Plan_5
Stock Based Compensation Plan - Schedule of Stock-Based Compensation Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
General and administrative | $ 5,122 | $ 4,430 |
Total stock-based compensation expense | 916 | 475 |
Research and Development Expense | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Research and development | 333 | 175 |
General and Administrative Expense | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
General and administrative | $ 583 | $ 300 |