Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 05, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | Terns Pharmaceuticals, Inc. | |
Entity Central Index Key | 0001831363 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Small Business | true | |
Entity Common Stock, Shares Outstanding | 25,363,829 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-39926 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 98-1448275 | |
Entity Address Address Line1 | 1065 East Hillsdale Blvd | |
Entity Address, Address Line Two | Suite 100 | |
Entity Address, City or Town | Foster City | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94404 | |
City Area Code | 650 | |
Local Phone Number | 525-5535 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | TERN | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 16,806 | $ 47,699 |
Marketable securities | 123,004 | 118,283 |
Prepaid expenses and other current assets | 2,791 | 948 |
Total current assets | 142,601 | 166,930 |
Property and equipment, net | 950 | 1,046 |
Operating lease assets | 1,245 | 0 |
Other assets | 64 | 94 |
Total assets | 144,860 | 168,070 |
Current liabilities: | ||
Accounts payable | 973 | 2,126 |
Accrued expenses and other current liabilities | 4,485 | 4,694 |
Current portion of operating lease liabilities | 586 | 0 |
Total current liabilities | 6,044 | 6,820 |
Deferred rent, net of current portion | 0 | 160 |
Taxes payable, non-current | 749 | 787 |
Operating lease liabilities, non-current | 851 | 0 |
Total liabilities | 7,644 | 7,767 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common stock, $0.0001 par value, 150,000,000 shares authorized at June 30, 2022 and December 31, 2021; 25,363,829 and 25,269,271 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively | 3 | 3 |
Additional paid-in capital | 348,230 | 342,711 |
Accumulated other comprehensive loss | (1,241) | (338) |
Accumulated deficit | (209,776) | (182,073) |
Total stockholders' equity | 137,216 | 160,303 |
Total liabilities and stockholders' equity | $ 144,860 | $ 168,070 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 25,363,829 | 25,269,271 |
Common stock, shares outstanding | 25,363,829 | 25,269,271 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Operating expenses: | ||||
Research and development | $ 8,662 | $ 5,961 | $ 16,798 | $ 14,696 |
General and administrative | 5,422 | 4,857 | 11,111 | 9,418 |
Total operating expenses | 14,084 | 10,818 | 27,909 | 24,114 |
Loss from operations | (14,084) | (10,818) | (27,909) | (24,114) |
Other income: | ||||
Interest income | 214 | 55 | 283 | 66 |
Other (expense) income, net | (54) | 39 | (50) | 26 |
Total other income, net | 160 | 94 | 233 | 92 |
Loss before income taxes | (13,924) | (10,724) | (27,676) | (24,022) |
Income tax expense | (6) | (14) | (27) | (53) |
Net loss | $ (13,930) | $ (10,738) | $ (27,703) | $ (24,075) |
Net loss per share, basic and diluted | $ (0.55) | $ (0.43) | $ (1.10) | $ (1.19) |
Weighted average common stock outstanding, basic and diluted | 25,304,290 | 25,109,973 | 25,286,877 | 20,162,496 |
Other comprehensive loss: | ||||
Net loss | $ (13,930) | $ (10,738) | $ (27,703) | $ (24,075) |
Unrealized (loss) gain on available-for-sale securities, net of tax | (292) | 36 | (843) | (7) |
Foreign exchange translation adjustment, net of tax | (53) | 22 | (60) | (43) |
Comprehensive loss | $ (14,275) | $ (10,680) | $ (28,606) | $ (24,125) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional paid-in capital | Accumulated Other Comprehensive (Loss) Income | Accumulated deficit | Series A convertible preferred stock | Series B convertible preferred stock | Series C convertible preferred stock |
Balances at Dec. 31, 2020 | $ (117,441) | $ 14,598 | $ (124) | $ (131,915) | ||||
Balance at Beginning of period at Dec. 31, 2020 | $ 30,000 | $ 68,995 | $ 87,038 | |||||
Balance at Beginning of period (in shares) at Dec. 31, 2020 | 2,857,142 | 2,600,645 | 7,500,665 | |||||
Balance at Beginning of period (in shares) at Dec. 31, 2020 | 337,508 | |||||||
Conversion of preferred stock to common stock upon closing of the initial public offering | 186,033 | $ 2 | 186,031 | |||||
Temporary equity, conversion of convertible preferred stock into common stock upon closing of the initial public offering (in shares) | (2,857,142) | (2,600,645) | (7,500,665) | |||||
Temporary equity, conversion of convertible preferred stock into common stock upon closing of the initial public offering | $ (30,000) | $ (68,995) | $ (87,038) | |||||
Conversion of preferred stock to common stock upon closing of the initial public offering (in shares) | 16,079,230 | |||||||
Sale of common stock in initial public offering, net of issuance costs | 133,023 | $ 1 | 133,022 | |||||
Sale of common stock in initial public offering, net of issuance costs (in shares) | 8,625,000 | |||||||
Stock-based compensation expense | 1,832 | 1,832 | ||||||
Unrealized loss on available-for-sale securities | (43) | (43) | ||||||
Foreign exchange translation adjustment | (65) | (65) | ||||||
Net loss | (13,337) | (13,337) | ||||||
Balances at Mar. 31, 2021 | 190,002 | $ 3 | 335,483 | (232) | (145,252) | |||
Balance at end of period (in shares) at Mar. 31, 2021 | 25,041,738 | |||||||
Balances at Dec. 31, 2020 | (117,441) | 14,598 | (124) | (131,915) | ||||
Balance at Beginning of period at Dec. 31, 2020 | $ 30,000 | $ 68,995 | $ 87,038 | |||||
Balance at Beginning of period (in shares) at Dec. 31, 2020 | 2,857,142 | 2,600,645 | 7,500,665 | |||||
Balance at Beginning of period (in shares) at Dec. 31, 2020 | 337,508 | |||||||
Foreign exchange translation adjustment | (43) | |||||||
Balances at Jun. 30, 2021 | 181,332 | $ 3 | 337,493 | (174) | (155,990) | |||
Balance at end of period (in shares) at Jun. 30, 2021 | 25,130,613 | |||||||
Balances at Mar. 31, 2021 | 190,002 | $ 3 | 335,483 | (232) | (145,252) | |||
Balance at Beginning of period (in shares) at Mar. 31, 2021 | 25,041,738 | |||||||
Exercise of stock options | 101 | 101 | ||||||
Exercise of stock options (in shares) | 17,446 | |||||||
Vesting of restricted stock (in shares) | 71,429 | |||||||
Stock-based compensation expense | 1,909 | 1,909 | ||||||
Unrealized loss on available-for-sale securities | 36 | 36 | ||||||
Foreign exchange translation adjustment | 22 | 22 | ||||||
Net loss | (10,738) | (10,738) | ||||||
Balances at Jun. 30, 2021 | 181,332 | $ 3 | 337,493 | (174) | (155,990) | |||
Balance at end of period (in shares) at Jun. 30, 2021 | 25,130,613 | |||||||
Balances at Dec. 31, 2021 | 160,303 | $ 3 | 342,711 | (338) | (182,073) | |||
Balance at Beginning of period (in shares) at Dec. 31, 2021 | 25,269,271 | |||||||
Stock-based compensation expense | 2,744 | 2,744 | ||||||
Unrealized loss on available-for-sale securities | (551) | (551) | ||||||
Foreign exchange translation adjustment | (7) | (7) | ||||||
Net loss | (13,773) | (13,773) | ||||||
Balances at Mar. 31, 2022 | 148,716 | $ 3 | 345,455 | (896) | (195,846) | |||
Balance at end of period (in shares) at Mar. 31, 2022 | 25,269,271 | |||||||
Balances at Dec. 31, 2021 | 160,303 | $ 3 | 342,711 | (338) | (182,073) | |||
Balance at Beginning of period (in shares) at Dec. 31, 2021 | 25,269,271 | |||||||
Foreign exchange translation adjustment | (60) | |||||||
Balances at Jun. 30, 2022 | 137,216 | $ 3 | 348,230 | (1,241) | (209,776) | |||
Balance at end of period (in shares) at Jun. 30, 2022 | 25,363,829 | |||||||
Balances at Mar. 31, 2022 | 148,716 | $ 3 | 345,455 | (896) | (195,846) | |||
Balance at Beginning of period (in shares) at Mar. 31, 2022 | 25,269,271 | |||||||
Exercise of stock options (in shares) | 10,000 | |||||||
Stock-based compensation expense | 2,651 | 2,651 | ||||||
Issuance of common stock under employee stock purchase plan (in shares) | 84,558 | |||||||
Issuance of common stock under employee stock purchase plan | 124 | 124 | ||||||
Unrealized loss on available-for-sale securities | (292) | (292) | ||||||
Foreign exchange translation adjustment | (53) | (53) | ||||||
Net loss | (13,930) | (13,930) | ||||||
Balances at Jun. 30, 2022 | $ 137,216 | $ 3 | $ 348,230 | $ (1,241) | $ (209,776) | |||
Balance at end of period (in shares) at Jun. 30, 2022 | 25,363,829 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders Equity' (Parenthetical) $ in Thousands | 3 Months Ended |
Mar. 31, 2021 USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Stock issuance cost | $ 3,339 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (27,703) | $ (24,075) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation expense | 5,395 | 3,741 |
Depreciation and amortization expense | 279 | 291 |
Amortization on marketable securities | 673 | 150 |
Change in deferred taxes and uncertain tax positions | 25 | 38 |
Amortization of operating lease assets | 268 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (1,841) | (581) |
Other assets | 0 | (8) |
Accounts payable | (1,115) | 1,327 |
Accrued expenses and other current liabilities | (147) | (3,932) |
Operating lease liabilities | (296) | 0 |
Deferred rent | 0 | (27) |
Net cash used in operating activities | (24,462) | (23,076) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (249) | (66) |
Purchase of investments | (62,471) | (137,593) |
Proceeds from sales and maturities of investments | 56,234 | 19,941 |
Net cash used in investing activities | (6,486) | (117,718) |
Cash flows from financing activities: | ||
Net proceeds from initial public offering | 0 | 136,362 |
Proceeds from notes receivable | 0 | 12,718 |
Payment of loans payable | 0 | (12,880) |
Payment of deferred offering costs | 0 | (2,721) |
Proceeds from stock option exercises | 0 | 101 |
Proceeds from the issuance of common stock under employee stock purchase plan | 124 | 0 |
Net cash provided by financing activities | 124 | 133,580 |
Effect of exchange rate changes on cash and cash equivalents | (69) | (51) |
Net decrease in cash and cash equivalents | (30,893) | (7,265) |
Cash and cash equivalents at beginning of period | 47,699 | 74,854 |
Cash and cash equivalents at end of period | 16,806 | 67,589 |
Supplemental disclosure of cash flow information: | ||
Cash paid for amounts included in the measurement of lease liabilities | 334 | 0 |
Supplemental disclosure of non-cash activities: | ||
Right-of-use assets obtained in exchange for lease liabilities | 1,513 | 0 |
Conversion of preferred stock to common stock upon closing of the initial public offering | $ 0 | $ 186,033 |
Organization, Basis of Presenta
Organization, Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Organization, Basis of Presentation and Summary of Significant Accounting Policies | 1. Organization, Basis of Presentation and Summary of Significant Accounting Policies Terns Pharmaceuticals, Inc. (Terns) is a clinical-stage biopharmaceutical company developing a portfolio of small-molecule product candidates to address serious diseases including oncology, obesity and non-alcoholic steatohepatitis (NASH). Terns was incorporated as an exempted company in the Cayman Islands in December 2016. In December 2020, the Company effected a de-registration of the Company in the Cayman Islands and a domestication in the State of Delaware (the "Domestication"), pursuant to which it became a Delaware corporation. Terns owns all of the share capital of Terns Pharmaceutical HongKong Limited (Terns Hong Kong) and Terns, Inc., a Delaware corporation (Terns U.S. Opco). Terns Hong Kong holds all of the share capital of Terns China Biotechnology Co., Ltd. (organized in Shanghai, People’s Republic of China (PRC)) (Terns China) and Terns (Suzhou) Biotechnology Co., Ltd. (organized in Suzhou, PRC) (Terns Suzhou). Basis of Presentation The accompanying condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and include the accounts of Terns and its wholly owned subsidiaries Terns U.S. Opco and Terns Hong Kong and its wholly owned subsidiaries Terns China and Terns Suzhou. The Company’s condensed consolidated financial statements have been prepared in conformity with U.S. GAAP. All intercompany balances and transactions have been eliminated in consolidation. Initial Public Offering In February 2021, the Company completed an initial public offering (the “IPO”) of 8,625,000 shares of its common stock, including the exercise in full by the underwriters of their option to purchase up to 1,125,000 additional shares of common stock, for net proceeds of $ 133.0 million, after deducting underwriting discounts and commissions and offering expenses, and its shares started trading on the Nasdaq Global Select Market under the ticker symbol “TERN.” Upon closing of the IPO, all of the Company's outstanding shares of convertible preferred stock automatically converted into an aggregate of 16,079,230 shares of common stock. At-the-Market Offering In March 2022, the Company entered into a Sales Agreement with Cowen and Company, LLC (Cowen) as sales agent, pursuant to which the Company has the ability to offer and sell, from time to time, through Cowen, shares of its common stock having an aggregate offering price of up to $ 75.0 million in an at-the-market offering. The shares are offered pursuant to the Company's shelf registration statement on Form S-3 filed with the Securities and Exchange Commission, or SEC. There were no sales of the Company's common stock pursuant to this agreement through June 30, 2022 . Certificate of Incorporation Prior to the IPO, the Company’s certificate of incorporation adopted in December 2020 in connection with the Domestication (the “December 2020 Charter”) authorized the Company to issue the following shares of capital stock: (i) 299,700,000 shares of common stock, (ii) 40,000,000 shares of Series A convertible preferred stock, (iii) 36,409,088 shares of Series B convertible preferred stock, and (iii) 111,619,996 shares of Series C convertible preferred stock. All classes of stock under the December 2020 Charter were authorized at a par value of $ 0.0001 . In February 2021, the Company’s amended and restated certificate of incorporation filed with the Secretary of State of the State of Delaware became effective in connection with the closing of the IPO. Under the amended and restated certificate of incorporation, the Company is authorized to issue 150,000,000 shares of common stock and 10,000,000 shares of preferred stock. All classes of stock have a par value of $ 0.0001 . Reverse Stock Split In January 2021, the Company filed an amended and restated certificate of incorporation to effectuate a reverse split of shares of the Company’s common stock and convertible preferred stock on a 1-for-14 basis (the “Reverse Stock Split”). The par value and the number of authorized shares of the convertible preferred stock and common stock were not adjusted as a result of the Reverse Stock Split. All issued and outstanding common stock, options to purchase common stock and per share amounts contained in the consolidated financial statements have been retroactively adjusted to give effect to the Reverse Stock Split for all periods presented. Impact of the COVID-19 Pandemic The COVID-19 pandemic is rapidly evolving. The COVID-19 virus and new variants that emerge continue to impact countries worldwide, including the United States and China where the Company has business operations. The extent of the impact of the COVID-19 pandemic on business, operations and development timelines and plans remains uncertain, and will depend on certain developments, including the duration and spread of the outbreak and its impact on the Company’s development activities, planned clinical trial enrollment, future trial sites, contract research organizations (CROs), third-party manufacturers and other third parties with whom the Company conducts business, as well as its impact on regulatory authorities and the Company’s key scientific and management personnel. The ultimate impact of the COVID-19 pandemic or a similar health epidemic is highly uncertain and subject to change. To the extent possible, the Company is conducting business as usual, with necessary or advisable modifications to employee travel and to the on-site and in-person activities of the Company's personnel. The Company will continue to actively monitor the rapidly evolving situation related to the COVID-19 pandemic and may take further actions that alter the Company’s operations, including those that may be required by federal, state or local authorities in the United States and China, or that the Company determines are in the best interest of its employees and other third parties with whom the Company conducts business. At this point, the extent to which the COVID-19 pandemic may affect the Company’s business, operations and development timelines and plans, including the resulting impact on expenditures and capital needs, remains uncertain. Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Significant estimates and assumptions made in the accompanying consolidated financial statements include, but are not limited to, the estimates for accruals of research and development expenses, accrual of research contract costs, unrecognized tax benefits, fair value of common stock and stock option valuations. On an ongoing basis, the Company evaluates its estimates and judgments, using historical and anticipated results and trends and on various other assumptions that management believes to be reasonable under the circumstances. Actual results could materially differ from those estimates. Unaudited Interim Financial Information These unaudited condensed consolidated financial statements include all adjustments necessary, consisting of only normal recurring adjustments, to fairly state the financial position and the results of the Company’s operations and cash flows for interim periods in accordance with U.S. GAAP. Interim period results are not necessarily indicative of results of operations or cash flows for a full year or any subsequent interim period. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto in the Company’s Annual Report on Form 10-K (“Annual Report”) for the fiscal year ended December 31, 2021, as filed with the SEC on March 7, 2022. There have been no significant changes to the Company's significant accounting policies described in Note 1, Organization, Basis of Presentation and Summary of Significant Accounting Policies, in Notes to Consolidated Financial Statements in Item 8 of Part II of the Form 10-K for the fiscal year ended December 31, 2021. Cash, Cash Equivalents and Marketable Securities Cash and cash equivalents consist of standard checking accounts and money market funds. The Company considers all highly liquid investments with an original maturity of 90 days or less at the date of purchase to be cash equivalents. The Company classifies as available-for-sale marketable securities with a remaining maturity when purchased of greater than three months. Marketable securities are maintained by investment managers and consist of U.S. government and non-U.S. government securities, corporate debt securities, and commercial paper. Debt securities are carried at fair value with the unrealized gains and losses included in other comprehensive loss as a component of stockholders’ equity until realized. Any premium arising at purchase is amortized to the earliest call date and any discount arising at purchase is accreted to maturity. Amortization and accretion of premiums and discounts are recorded in interest income and/or expense. Realized gains and losses on debt securities are determined using the specific identification method and are included in other (expense) income, net. If any adjustment to fair value reflects a decline in value of the investment, the Company considers all available evidence to evaluate the extent to which the decline is “other-than-temporary” and, if so, marks the investment to market through a charge to the Company’s consolidated statements of operations and comprehensive loss. The fair value and amortized cost of marketable securities by major security type is as follows: June 30, 2022 (in thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Money market funds $ 2,948 $ — $ — $ 2,948 U.S. government securities 50,180 — ( 740 ) 49,440 Non-U.S. government securities 3,045 — ( 48 ) 2,997 Corporate debt securities 25,337 — ( 250 ) 25,087 Commercial paper 45,480 — — 45,480 Total $ 126,990 $ — $ ( 1,038 ) $ 125,952 Classified as: Cash equivalents $ 2,948 Marketable securities 123,004 Total $ 125,952 December 31, 2021 (in thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Money market funds $ 33,239 $ — $ — $ 33,239 U.S. government securities 36,322 — ( 130 ) 36,192 Non-U.S. government securities 11,194 — ( 12 ) 11,182 Corporate debt securities 39,495 — ( 52 ) 39,443 Commercial paper 31,466 — — 31,466 Total $ 151,716 $ — $ ( 194 ) $ 151,522 Classified as: Cash equivalents $ 33,239 Marketable securities 118,283 Total $ 151,522 Operating Leases and Rent Expense At the inception of a contractual arrangement, the Company determines whether the contract contains a lease by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset in exchange for consideration over a period of time. If both criteria are met, upon lease commencement, the Company records a lease liability which represents the Company’s obligation to make lease payments arising from the lease, and a corresponding right-of-use (“ROU”) asset which represents the Company’s right to use an underlying asset during the lease term. Operating lease right-of-use assets and liabilities are recognized on the balance sheet at the lease commencement date based on the present value of the future minimum lease payments over the lease term. In determining the net present value of the lease payments, the Company uses its incremental borrowing rate applicable to the underlying asset unless the implicit rate is readily determinable. Any lease incentives received are deferred and recorded as a reduction of the ROU asset and amortized over the term of the lease. The Company does not separate lease and non-lease components and instead treats them as a single component. Rent expense, comprised of amortization of the ROU asset and the implicit interest accreted on the operating lease liability, is recognized on a straight-line basis over the lease term. The Company determines the lease term as the noncancellable period of the lease and may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. The Company elected to not apply the recognition requirements of the new leasing standard to short term leases with terms of 12 months or less. As a result, leases with a term of 12 months or less are not recognized on the balance sheet. Classification of Convertible Preferred Stock The holders of Series A, Series B and Series C convertible preferred stock, which were outstanding prior to the IPO, had certain liquidation rights in the event of a deemed liquidation that, in certain situations, were not solely within the control of the Company and would call for the redemption of the then outstanding convertible preferred stock. Therefore, the Series A, Series B and Series C convertible preferred stock were classified outside of shareholders’ equity on the consolidated balance sheets. In February 2021, upon the completion of the IPO, all the outstanding shares of convertible preferred stock converted into common stock and the Company does not have any shares of preferred stock outstanding. Research and Development Expenses Research and development costs are expensed as incurred. Research and development expenses consist of costs incurred to discover, research and develop drug candidates, including personnel expenses, stock-based compensation expense, allocated facility-related and depreciation expenses, third-party license fees and external costs, including fees paid to consultants and contract research organizations, or CROs, in connection with nonclinical studies and clinical trials and other related clinical trial fees, such as for investigator grants, patient screening, laboratory work, clinical trial database management, clinical trial material management and statistical compilation and analysis. Non-refundable prepayments for goods or services that will be used or rendered for future research and development activities are recorded as prepaid expenses. Such amounts are recognized as an expense as the goods are delivered or the related services are performed, or until it is no longer expected that the goods will be delivered, or the services rendered. Costs incurred in obtaining technology licenses are charged immediately to research and development expense if the technology licensed has not reached technological feasibility and has no alternative future uses. The Company has from time to time entered into various research and development and other agreements with commercial firms, researchers, universities and others for provisions of goods and services. These agreements are generally cancelable, and the related costs are recorded as research and development expenses as incurred. The Company records accruals for estimated ongoing research and development costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the studies or clinical trials, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ materially from the Company’s estimates. Since inception, the Company’s historical accrual estimates have not been materially different from the actual costs. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities included the following: (in thousands) June 30, 2022 December 31, 2021 Research and development costs $ 1,927 $ 1,570 Compensation and benefit costs 1,320 2,403 Accrued professional fees 1,089 363 Other 149 358 Total accrued expenses and other current liabilities $ 4,485 $ 4,694 Income Taxes The provision for income taxes primarily relates to projected federal, state, and foreign income taxes. To determine the quarterly provision for income taxes, the Company uses an estimated annual effective tax rate, which is generally based on expected annual income and statutory tax rates in the various jurisdictions in which the Company operates. In addition, the tax effects of certain significant or unusual items are recognized discretely in the quarter during which they occur and can be a source of variability in the effective tax rates from quarter to quarter. Income taxes are computed using the asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements. In estimating future tax consequences, the Company considers all expected future events including the enactment of changes in tax laws or rates. A valuation allowance is recorded, if necessary, to reduce net deferred tax assets to their realizable values if management does not believe it is more likely than not that the net deferred tax assets will be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, and ongoing prudent and feasible tax planning strategies in assessing the amount of the valuation allowance. When the Company establishes or reduces the valuation allowance against its deferred tax assets, its provision for income taxes will increase or decrease, respectively, in the period such determination is made. The Company assesses accounting for uncertainty in income taxes by modeling for the recognition, measurement and disclosure in financial statements any uncertain income tax positions that the Company has taken or expects to take on a tax return. As of each balance sheet date, unresolved uncertain tax positions are reassessed. The Company accrues interest and related penalties, if applicable, on all tax exposures for which reserves have been established consistent with jurisdictional tax laws. The Company includes interest and penalties related to unrecognized tax benefits within the provision for income taxes. As of June 30, 2022 and 2021, the total amount of gross interest accrued and penalties was nominal. The Company recorded income tax expense for the three and six months ended June 30, 2022 and 2021 of less than $0.1 million. The expenses are primarily related to foreign income tax expenses from China. Common Stock Valuation Due to the absence of an active market for the Company’s common stock prior to the completion of the IPO in February 2021, the Company utilized methodologies to estimate the fair value of its common stock. In determining the fair value of options granted prior to the IPO, the Company has considered the estimated fair value of the common stock as of the measurement date. The estimated fair value of the common stock prior to the IPO was determined at each grant date based upon a variety of factors, including: • the prices at which the Company sold shares of convertible preferred stock and the superior rights and preferences of the convertible preferred stock relative to its common stock at the time of each grant; • the progress of the Company’s research and development programs, including the status and results of clinical and nonclinical studies for its drugs; • the Company’s stage of development and commercialization and its business strategy; • external market conditions affecting the biotechnology industry and trends within the biotechnology industry; • the Company’s financial position, including cash on hand, and its historical and forecasted performance and operating results; • the lack of an active public market for the Company’s common stock and convertible preferred stock; • the likelihood of achieving a liquidity event, such as an IPO or sale of the Company in light of prevailing market conditions; and • the analysis of IPOs and the market performance of similar companies in the biotechnology industry. Significant changes to the key assumptions underlying the factors used could have resulted in different fair values of common stock at each valuation date. Comprehensive Loss Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Stock-Based Compensation Stock-based compensation expense, including grants of stock options and restricted stock awards issued under the Company’s equity incentive plan and rights to acquire stock granted under the Company’s employee stock purchase plan (ESPP), is measured at the grant date based on the fair value of the awards and is recognized as an expense on a straight-line basis over the requisite service period, which is generally the vesting period. The Company’s determination of the fair value of stock options with time-based vesting and rights to acquire stock under the ESPP utilizes the Black-Scholes option-pricing model. The Company lacks sufficient company-specific historical and implied volatility information. Therefore, the Company estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. The Company estimates risk-free rates using the implied yield currently available on U.S. Treasury zero-coupon issues with a remaining term equal to the expected term and dividend yield using the Company’s expectations and historical data. The Company uses the simplified method to calculate the expected term of stock option grants. Under the simplified method, the expected term is estimated to be the mid-point between the vesting date and the contractual term of the option. The fair value of each stock option grant and right to acquire stock under the ESPP is calculated based upon the Company’s common stock valuation on the date of the grant. The Company accounts for forfeitures of stock option grants as they occur. Net Loss Per Share of Common Stock The Company follows the two-class method when computing net income (loss) per share of common stock as the Company has issued shares that meet the definition of participating securities. The two-class method determines net income (loss) per share of common stock for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Basic net income (loss) per share of common stock is computed by dividing the net income (loss) per share of common stock by the weighted average number of shares of common stock outstanding for the period. Diluted net income (loss) per share of common stock is computed by adjusting net income (loss) to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net loss per share of common stock is computed by dividing the diluted net loss by the weighted average number of shares of common stock outstanding for the period, including potential dilutive shares. For purposes of this calculation, outstanding stock options and convertible preferred stock are considered potential dilutive shares. The Company’s convertible preferred stock outstanding prior to the IPO contractually entitled the holders of such shares to participate in dividends but did not contractually require the holders of such shares to participate in losses of the Company. Accordingly, in periods in which the Company reported a net loss, such losses were not allocated to such securities. In periods in which the Company reported a net loss, diluted net loss per share of common stock was the same as basic net loss per share of common stock, since dilutive shares were not assumed to have been issued if their effect is anti-dilutive. The Company reported a net loss for the three and six months ended June 30, 2022 and 2021. The Company excluded the following potential shares of common stock, presented based on amounts outstanding at each period end, from the computation of diluted net loss attributable to common stockholders per share of common stock for the periods indicated because including them would have had an anti-dilutive effect: June 30, 2022 2021 Options to purchase common stock 4,478,338 2,583,563 Unvested restricted stock units 97,330 — Shares issuable under employee stock purchase plan 29,837 — Total 4,605,505 2,583,563 Deferred Offering Costs The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded as a reduction to the carrying value of stockholders’ equity as a reduction of additional paid-in capital or equity generated as a result of such offering. Should an in-process equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the consolidated statements of operations and comprehensive loss. Commitments and Contingencies From time to time, the Company may have certain contingent liabilities that arise in the ordinary course of business. The Company accrues a liability for such matters when it is probable that future expenditures will be made, and such expenditures can be reasonably estimated. For all periods presented, the Company was not a party to any pending material litigation or other material legal proceedings. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies. The Company is an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012, as amended (JOBS Act). Under the JOBS Act, emerging growth companies have extended transition periods available for complying with new or revised accounting standards. The Company has elected to use this exemption to delay adopting new or revised accounting standards until such time as those standards apply to private companies. Where allowable, the Company has early adopted certain standards as described below. Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (ASU 2016-02), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less may be accounted for similar to existing guidance for operating leases today. For non-public entities, ASU 2016-02 is effective for annual reporting periods, and interim periods within those fiscal years, beginning after December 15, 2021, and early adoption is permitted. Under the JOBS Act, emerging growth companies have extended transition periods available for complying with new or revised accounting standards. The Company adopted the new standard on January 1, 2022 using the effective date as the date of initial application. Consequently, prior period amounts were not adjusted and continue to be reported in accordance with historical accounting policies under ASC 840: Leases (Topic 840). The Company elected the package of practical expedients under which the Company has not reassessed prior conclusions about lease identification, lease classification and initial direct costs. Additionally, the Company made a policy election that does not recognize ROU assets and lease liabilities related to leases with a term of 12 months or less. The Company has elected to not separate lease and non-lease components and instead treat them as a single component. The pattern of recognition for operating leases within the consolidated statements of comprehensive loss has not significantly changed. Upon adoption, the Company recognized operating liabilities of $ 1.7 million, with corresponding ROU assets of $ 1.5 million based on the present value of the remaining minimum rental payments under current leasing standards for existing operating leases. The Company’s current operating lease portfolio is primarily comprised of property leases. Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13), which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. For non-public entities, ASU 2016-13 is effective for annual reporting periods, and interim periods within those fiscal years, beginning after December 15, 2022. Under the JOBS Act, emerging growth companies have extended transition periods available for complying with new or revised accounting standards. The Company has elected to use this exemption to delay adopting ASU 2016-13. The Company is currently in the process of evaluating the impact of the adoption of ASU 2016-13 on its consolidated financial statements and related disclosures. |
Fair Value
Fair Value | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value | 2. Fair Value Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The three levels of inputs that may be used to measure fair value are defined below: • Level 1—Quoted prices in active markets for identical assets or liabilities at the measurement date. • Level 2—Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3—Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The carrying values of the Company’s other assets, accounts payable and accrued expenses and other current liabilities approximate their fair values due to the short-term nature of these assets and liabilities. The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis: Fair Value at June 30, 2022 (in thousands) Level 1 Level 2 Level 3 Total Cash and cash equivalents Cash in bank balances $ 13,858 $ — $ — $ 13,858 Money market funds 2,948 — — 2,948 Total cash and cash equivalents $ 16,806 $ — $ — $ 16,806 Marketable securities U.S. government securities $ — $ 49,440 $ — $ 49,440 Non-U.S. government securities — 2,997 — 2,997 Corporate debt securities — 25,087 — 25,087 Commercial paper — 45,480 — 45,480 Total marketable securities $ — $ 123,004 $ — $ 123,004 Fair Value at December 31, 2021 (in thousands) Level 1 Level 2 Level 3 Total Cash and cash equivalents Cash in bank balances $ 14,460 $ — $ — $ 14,460 Money market funds 33,239 — — 33,239 Total cash and equivalents $ 47,699 $ — $ — $ 47,699 Marketable securities U.S. government securities $ — $ 36,192 $ — $ 36,192 Non-U.S. government securities — 11,182 — 11,182 Corporate debt securities — 39,443 — 39,443 Commercial paper — 31,466 — 31,466 Total marketable securities $ — $ 118,283 $ — $ 118,283 The aggregate amortized cost and fair value of marketable securities as of June 30, 2022, by contractual maturity, are as follows: (in thousands) Amortized Cost Fair Value Due in one year or less $ 124,042 $ 123,004 Due after one year through two years — — Total marketable securities $ 124,042 $ 123,004 There were no transfers between Level 1, Level 2 and Level 3 during the periods presented. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Leases | 3. Leases In March 2019, the Company entered into a lease agreement for office space in Foster City, California which expires October 2024. The Company has the option to extend the lease agreement for a period of five years . In June 2019, the Company entered into a lease agreement for office space in Suzhou China, which expires in October 2022. Components of lease cost are as follows: Three Months Ended Six Months Ended (in thousands) June 30, 2022 June 30, 2022 Operating lease cost $ 151 $ 305 Short-term cost 12 27 Total lease cost $ 163 $ 332 Weighted-average remaining lease term 2.30 Weighted-average discount rate 6.00 % The Company's future minimum lease payments are as follows: (in thousands) Operating Leases 2022 $ 333 2023 652 2024 559 2025 and thereafter — Total lease payments 1,544 Less: Imputed interest ( 107 ) Present value of lease liabilities 1,437 Less: Current portion of lease liabilities ( 586 ) Total lease liabilities, non-current $ 851 The future minimum annual lease payments required under the Company’s existing operating lease agreements as of December 31, 2021 prior to the adoption of ASC 842 were as follows: (in thousands) Operating Leases 2022 $ 669 2023 652 2024 559 2025 and thereafter — Total $ 1,880 |
Loans Payable
Loans Payable | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Loans Payable | 4. Loans Payable 2020 Notes In May 2020, the Company issued convertible promissory notes (2020 Notes) in the aggregate amount of $ 15.0 million. The 2020 Notes had an interest rate of 10.0 % per annum, were unsecured, and were due and payable, including accrued interest, in May 2021. In connection with the Series C Convertible Preferred Stock Financing, the 2020 Notes, totaling unpaid principal and accrued interest of $ 15.9 million, converted into 1,366,820 shares of Series C convertible preferred stock. Bridge Loan In May 2020, the Company entered into a bridge loan with Terns China (Bridge Loan) for aggregate proceeds of $ 1.8 million, payable in renminbi (RMB) at an established USD/RMB exchange rate, based on an average of the previous five working days before May 8, 2020. The Bridge Loan had an interest rate of 10 % per year, which began to accrue on the date of drawdown, and was computed based on the actual number of days elapsed based on a year of 365 days. The Bridge Loan holders have the same conversion rights as the 2020 Notes holders. In connection with the closing of the Series C convertible preferred stock financing in December 2020, entities that are a part of LAV agreed to effectively convert the Bridge Loan into shares of Series C preferred stock on the same terms as the 2020 Notes. The conversion was to be based on an outstanding loan balance equal to $ 1.9 million, consisting of (i) the principal loan amount ($ 1.8 million) plus (ii) accrued interest through December 29, 2020 ($ 0.1 million). To help facilitate the transfer of cash from China to the United States to effectively convert the Bridge Loan, the Company and Terns China agreed to enter into an agreement with LAV to (i) repay the Bridge Loan, and (ii) issue shares of Series C convertible preferred stock at the initial closing of the Series C financing to entities that are a part of LAV in exchange for a promissory note issued to the Company by LAV, or the LAV Affiliate Promissory Note. The Bridge Loan was repaid in full by the Company following the requisite government approvals in China. Proceeds from the repayment of the Bridge Loan by Terns China were used by LAV to repay the LAV Affiliate Promissory Note in full. The fair value of the Bridge Loan was determined to be $ 2.1 million as of December 31, 2020. The Bridge Loan and the LAV Affiliate Promissory Note were paid in full in March 2021. LAV Series A and Series B Promissory Notes In November 2020, the Chinese government provided approval for entities affiliated with LAV to exercise the LAV Option (see Note 5, Convertible Preferred Stock). Terns Hong Kong agreed to repurchase all equity interests held by the LAV PRC Entities with proceeds to be used by LAV to purchase shares of Series A convertible preferred stock and Series B convertible preferred stock of the Company (Repurchase). In December 2020, the Company issued 767,857 shares of Series A convertible preferred stock and 216,450 shares of Series B convertible preferred stock to an affiliate of LAV (LAV Affiliate) in exchange for a promissory note with a principal amount equal to the original investment by LAV in Terns China (LAV Series A and Series B Promissory Note). The LAV Series A and Series B Promissory Note was repaid through proceeds of the Repurchase which was completed in January 2021. Prior to their repayment, the carrying value of the LAV Series A and Series B Promissory Notes approximated their respective fair value due to the short-term nature of the liability. The outstanding LAV Series A and Series B Promissory Note was settled in January 2021 and was paid with the proceeds received from the note receivable of $ 10.8 million. The outstanding Bridge Loan was settled in March 2021 and was substantially paid with the proceeds received from the LAV Affiliate Promissory Note receivable of $ 1.9 million. |
Convertible Preferred Stock
Convertible Preferred Stock | 6 Months Ended |
Jun. 30, 2022 | |
Convertible Preferred Stock [Abstract] | |
Convertible Preferred Stock | 5. Convertible Preferred Stock All shares of preferred stock described below were converted into 16,079,230 shares of the Company’s common stock at the time of the IPO in February 2021. Series A Preferred Stock In April 2017, the Company entered into a Series A convertible preferred stock purchase agreement (Series A Agreement) whereby the Company issued 2,089,285 shares of Series A convertible preferred stock at $ 10.50 per share for an aggregate purchase price of $ 21.9 million. Terns China received an aggregate $ 8.0 million from the LAV PRC Entities in connection with the Series A financing, which was presented as a noncontrolling interest. In connection with the Series A Agreement and this Terns China investment, the Company also issued an option to the LAV PRC Entities to convert their interest in the China Subsidiaries into an interest in Terns Cayman (the LAV Option). Series B Preferred Stock In October 2018, the Company entered into a Series B convertible preferred share purchase agreement (Series B Agreement), whereby the Company issued an aggregate of 2,384,195 shares of Series B convertible preferred stock at $ 30.80 per share for an aggregate purchase price of $ 73.4 million. Terns China received $ 6.7 million from the LAV PRC Entities in connection with the Series B financing, which was presented as a noncontrolling interest. In connection with the Series B Agreement and this Terns China investment, the LAV Option was to allow the LAV PRC Entities to convert this interest in the China Subsidiaries into an interest in Terns Cayman. LAV Series A and Series B Preferred Stock Options In November 2020, the Chinese government provided approval for entities affiliated with Lilly Asia Ventures (LAV) to exercise the LAV Option. Terns Hong Kong agreed to repurchase all equity interests held by the LAV PRC Entities with proceeds to be used by LAV to purchase shares of Series A convertible preferred stock and Series B convertible preferred stock of the Company (Repurchase). In December 2020, the Company issued 767,857 shares of Series A convertible preferred stock and 216,450 shares of Series B convertible preferred stock to an affiliate of LAV (LAV Affiliate) in exchange for a promissory note with a principal amount equal to the original investment by LAV in Terns China (LAV Series A and Series B Promissory Note). The LAV Series A and Series B Promissory Note was repaid through proceeds of the Repurchase which was completed in January 2021. Series C Preferred Stock In December 2020, the Company entered into a Series C preferred stock purchase agreement (Series C Convertible Preferred Stock Financing) whereby it issued an aggregate of 7,500,665 shares of Series C convertible preferred stock at $ 11.65 per share for gross proceeds of $ 87.4 million, which includes shares issued upon conversion of the 2020 Notes. In connection with the Series C Convertible Preferred Stock Financing, the 2020 Notes, totaling unpaid principal and accrued interest of $ 15.9 million, converted into 1,366,820 shares of Series C convertible preferred stock. Furthermore, in December 2020, as part of the effective conversion of the Bridge Loan, the Company issued LAV an aggregate of 167,159 shares of Series C convertible preferred stock. Series A convertible preferred stock, Series B convertible preferred stock and Series C convertible preferred stock are collectively referred to as “convertible preferred stock.” In connection with the IPO, all the outstanding shares of convertible preferred stock converted into common stock and the Company does not have any shares of preferred stock outstanding as of June 30, 2022 . |
Common Stock and Stock-Based Co
Common Stock and Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Common Stock and Stock-Based Compensation | 6. Common Stock and Stock-Based Compensation As of each balance sheet date, the Company had reserved shares of common stock for issuance in connection with the following: June 30, 2022 December 31, 2021 Options outstanding under incentive award plans 4,478,338 3,577,485 Unvested restricted stock units 97,330 — Shares available for future grant under incentive award plans 1,393,902 1,138,622 Shares available for future grant under employee stock purchase plans 408,134 240,000 Total shares reserved 6,377,704 4,956,107 Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are entitled to receive dividends , if any, as may be declared by the Company’s board of directors, subject to the preferential dividend rights of the convertible preferred stock. Through June 30, 2022 , no cash dividends have been declared or paid by the Company. Stock-Based Compensation Plans The Company has two stock-based compensation plans, the 2017 Incentive Award Plan (the “2017 Plan”) and the 2021 Incentive Award Plan (the “2021 Plan”) which was adopted in February 2021. Although awards made under the 2017 Plan continue to be governed by its terms, the 2017 Plan was terminated at the time of our IPO and no further awards are made under this plan. The 2021 Plan, while effective, authorizes the granting of equity awards to employees and directors of the Company, as well as non-employee consultants. 2021 Incentive Award Plan In January 2021, the Company's board of directors approved the 2021 Plan which permits the granting of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance bonus awards, performance stock unit awards and other stock awards to employees, directors, officers and consultants. In February 2021, 2,400,007 shares were authorized for issuance under the 2021 Plan, which shall be cumulatively increased on the first day of each year beginning in 2022 and ending in 2031 equal to the lesser of (i) the amount equal to 5 % of the number of shares issued and outstanding on the last day of the immediately preceding fiscal year or (ii) such lower number of shares as may be determined by the Company’s board of directors. The 2021 Plan is the successor to the 2017 Incentive Award Plan and no additional awards may be issued from the 2017 Plan. However, the 2017 Plan will continue to govern the terms and conditions of the outstanding awards granted under this plan. Shares of common stock subject to awards granted under the 2017 Plan that are forfeited or lapse unexercised and which following the effective date of the 2021 Plan are not issued under the 2017 Plan will be available for issuance under the 2021 Plan. The number of authorized shares reserved for issuance under the 2021 Plan was increased by 1,263,463 shares effective as of January 1, 2022. As of June 30, 2022, 1,393,902 shares of the Company’s common stock were available for future grants under the 2021 Plan. 2021 Employee Stock Purchase Plan The 2021 Employee Stock Purchase Plan (the “2021 ESPP”) was approved by the Company’s board of directors in January 2021. In February 2021, a total of 240,000 shares were initially reserved for issuance under this plan, which shall be cumulatively increased on the first day of each year beginning in 2022 and ending in 2031 equal to the lesser of (i) 1 % of the shares outstanding (on an as converted basis) on the last day of the immediately preceding fiscal year and (ii) such number of shares as may be determined by the Company’s board of directors . The number of authorized shares reserved for issuance under the 2021 ESPP was increased by 252,692 shares effective as of January 1, 2022. As of June 30, 2022, 408,134 shares of the Company’s common stock were available for future grants under the 2021 ESPP. Under the ESPP, eligible employees may select a rate of payroll deduction up to 15 % of their eligible compensation subject to certain maximum purchase limitations. The duration for each offering period is 12 months and is divided into two purchase periods of approximately six months in length. Offerings are concurrent. The purchase price of the shares under the offering is the lesser of 85 % of the fair market value of the shares on the offering date or 85 % of the fair market value of the shares on the purchase date. A one-year look-back feature in the ESPP causes the offering period to automatically reset if the fair value of the Company’s common stock on the last day of the purchase period is less than that on the original offering date. ESPP purchases by employees are settled with newly-issued common stock from the ESPP’s previously authorized and available pool of shares. As of June 30, 2022, there was $ 0.2 million of unrecognized stock-based compensation expense related to unvested employee stock purchases. The unrecognized stock-based compensation expense is estimated to be recognized over a period of 0.92 years as of June 30, 2022. There were 84,558 shares purchased by employees under the ESPP during the period ended June 30, 2022. Stock Options Stock options granted to employees and nonemployees under the plans generally vest over four years and allow the holder of the option to purchase common stock at a stated exercise price. Options granted under the plans generally expire ten years after the date of grant. The Company recognizes the stock-based compensation expense over the requisite service period of the individual grantees, which generally equals the vesting period. The following table summarizes the stock option activity for all stock plans during the six months ended June 30, 2022: Number Weighted- Weighted- Aggregate (in years) (in thousands) Outstanding as of December 31, 2021 3,577,485 $ 9.72 9.09 $ 491 Granted 1,026,020 4.84 Exercised ( 10,000 ) 0.00 21 Forfeited ( 115,167 ) 10.31 Outstanding as of June 30, 2022 4,478,338 $ 8.62 8.86 $ 175 Exercisable, June 30, 2022 2,081,155 $ 8.80 8.33 $ 17 Vested and expected to vest, June 30, 2022 4,478,338 $ 8.62 8.86 $ 175 The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock. As of June 30, 2022, there was $ 25.7 million of unrecognized stock-based compensation expense related to unvested stock options which is estimated to be recognized over a period of 2.61 years. Restricted Stock Restricted stock units ("RSUs") granted to employees under the plans generally vest over four years. The number of shares issued on the date the RSUs vest is net of the minimum statutory tax withholdings, which are paid in cash to the appropriate taxing authorities on behalf of the Company’s employees. The Company recognizes the stock-based compensation expense over the requisite service period of the individual grantees, which generally equals the vesting period. The following table summarizes the RSU activity for all stock plans during the six months ended June 30, 2022: Number Grant-Date Unvested restricted stock units as of December 31, 2021 — $ — Granted 111,200 3.24 Forfeited ( 13,870 ) 3.44 Unvested restricted stock units as of June 30, 2022 97,330 $ 3.21 As of June 30, 2022, there was $ 0.3 million of unrecognized stock-based compensation expense related to restricted stock which is estimated to be recognized over a period of 3.57 years. Stock-Based Compensation Expense The Company estimated the fair value of options granted and rights to acquire stock granted under the Company’s employee stock purchase plan using a Black-Scholes option pricing model with the following assumptions presented on a weighted average basis: Six Months Ended June 30, 2022 2021 Stock Option Plans Expected term (years) 5.97 6.00 Expected volatility 72.83 % 70.56 % Risk-free interest rate 2.01 % 0.88 % Fair value of underlying common stock $ 4.84 $ 19.85 Weighted average grant-date fair value per share $ 3.16 $ 12.32 Employee Stock Purchase Plans Expected term (years) 0.75 — Expected volatility 70.86 % — % Risk-free interest rate 1.89 % — % Fair value of underlying common stock $ 1.66 $ — Weighted average grant-date fair value per share $ 0.65 $ — Stock-based compensation expense was classified in the condensed consolidated statements of operations and comprehensive loss as follows: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 Research and development expense $ 687 $ 491 $ 1,457 $ 973 General and administrative expense 1,964 1,418 3,938 2,768 Total stock-based compensation expense $ 2,651 $ 1,909 $ 5,395 $ 3,741 |
Assignment, License and Collabo
Assignment, License and Collaboration Agreements | 6 Months Ended |
Jun. 30, 2022 | |
Assignment License And Collaboration Agreements [Abstract] | |
Assignment, License and Collaboration Agreements | 7. Assignment, License and Collaboration Agreements TERN-101 License Agreement with Eli Lilly In February 2018, the Company entered a worldwide exclusive license agreement with Eli Lilly and Company (Lilly) (Lilly FXR 2018 License Agreement). Under the terms of the Lilly FXR 2018 License Agreement, Lilly granted the Company an exclusive, royalty-bearing license to make, have made, use, offer for sale, sell, import, and have imported, including all rights to develop, manufacture, and commercialize covered products in the field in the territory and a sublicensing right that allows the Company to grant sublicenses to affiliates and third parties to perform any portion of the development, manufacture, and commercialization of covered products. The Company is required to use commercially reasonable efforts to meet development event milestones, develop the covered product in the field in mainland China and commercialize the covered product in the field in mainland China. The Company agreed to pay Lilly up to an aggregate of $ 6.0 million in pre-specified development milestones for the first covered product in mainland China, and up to an aggregate of $ 50.0 million in pre-specified development milestones for the first covered product in ex-mainland China. The Company also agreed to pay Lilly tiered royalties calculated on a calendar year basis, in the mid-single digits to low teens on net sales ranging from the low hundreds of millions of dollars to the low billions of dollars. The Lilly FXR 2018 License Agreement expires upon expiry of the last remaining royalty obligation for a licensed product. As of June 30, 2022 , the Company has no t paid any amounts under the agreement and no milestones have been achieved. The Company has no t recorded any research and development expense during the three and six months ended June 30, 2022 and 2021 related to this agreement. TERN-201 License Agreement with Eli Lilly In March 2018, the Company entered into an exclusive license agreement with Lilly (Lilly VAP-1 2018 License Agreement). Under the terms of the Lilly VAP-1 2018 License Agreement, Lilly granted the Company an exclusive, royalty-bearing license to make, have made, use, offer for sale, sell, import, and have imported, including all rights to develop, manufacture, and commercialize covered products and a sublicensing right that allows the Company to grant sublicenses to affiliates and third parties to perform any portion of the development, manufacture, and commercialization of covered products. The Company will remain directly responsible for all amounts owed to Lilly, regardless of sublicenses. The Company is required to use commercially reasonable efforts to meet development events according to achievement due dates and commercialize the covered product in the field in the major markets. The Company paid Lilly a non-refundable, non-creditable upfront payment of $ 4.0 million, which was recorded as research and development expense in the Company’s statement of operations and comprehensive loss for the year ended December 31, 2018. In addition, pursuant to the terms of the Lilly VAP-1 2018 License Agreement, the Company agreed to pay Lilly up to an aggregate of $ 74.0 million in pre-specified development milestones for the first covered product, and up to an aggregate of $ 30.0 million in pre-specified development milestones for the second indication of a covered product. The Company must also pay Lilly tiered royalties calculated on a calendar year basis, in the mid-single digits to mid-teens on net sales ranging from the high tens of millions of dollars to the low billions of dollars. The Lilly VAP-1 2018 License Agreement expires upon expiry of the last remaining royalty obligation for a licensed product. As of June 30, 2022 , the Company has paid $ 4.0 million to Lilly. No development milestones have been met as of June 30, 2022 . The Company has no t recorded any research and development expense during the three and six months ended June 30, 2022 and 2021 related to this agreement. Assignment Agreement In June 2019, the Company entered into an assignment agreement with Vintagence Biotechnology Ltd. (Vintagence) (Vintagence 2019 Assignment Agreement). Under the terms of the Vintagence 2019 Assignment Agreement, Vintagence assigned and agreed to assign to the Company any and all worldwide rights, title, and interest in and to the Vintagence technology and gave Terns a sublicensing right that allows the Company to grant sublicenses to any of its affiliates and/or to licensees or contractors to perform any portion of the development, manufacture, and/or commercialization of covered compounds or covered products. The Company will remain directly responsible for all amounts owed to Vintagence under this agreement, regardless of sublicenses. The Company is required to use commercially reasonable efforts to commercialize the covered product in the field in the major markets. The Company paid Vintagence a non-refundable, non-creditable upfront payment of $ 0.7 million, which was recorded as research and development expense in the Company’s statements of operations and comprehensive loss for the year ended December 31, 2019. In addition, pursuant to the terms of the Vintagence 2019 Assignment Agreement, the Company agreed to pay Vintagence up to CNY 205.0 million in development milestones for the first covered product. The term of the Vintagence 2019 Assignment Agreement will continue in effect on a country-by-country basis until all milestone payments are made. The Company has the right to terminate the agreement in its entirety or on a covered product-by-covered product and country-by-country basis, in its sole discretion by giving 60 days advance written notice to Vintagence. As of June 30, 2022 , the Company has paid $ 2.2 million to Vintagence which includes a milestone payment of $ 1.5 million in connection with the Company’s IND filing for TERN-501 in December 2020. The Company has no t recognized any research and development expense during the three and six months ended June 30, 2022 and 2021 related to this agreement. In August 2022, the Company made a milestone payment of $ 2.2 million to Vintagence in connection with the initiation of dosing in the Phase 2a DUET trial. The Company will recognize the research and development expense related to the payment during the third quarter of fiscal 2022. Hansoh Option and License Agreement In July 2020, the Company entered into an exclusive option and license agreement with Hansoh (Shanghai) Healthtech Co., Ltd. (Hansoh Healthtech) and Jiangsu Hansoh Pharmaceutical Group Company Ltd. (Jiangsu Hansoh) (collectively, Hansoh) (Hansoh 2020 Option and License Agreement). Under the terms of the Hansoh 2020 Option and License Agreement, the Company granted Hansoh an exclusive, non-transferable, non-sublicensable, fully-paid, royalty-free license to conduct preliminary studies on the licensed compound (TERN-701, formerly known as TRN-000632) with an option to exclusively license the same for development and commercialization of licensed products in all prophylactic, palliative, therapeutic and/or diagnostic uses in connection with all human diseases and disorders (including development and research activities on animal models thereof) in the field of oncology, including all types of cancers (Field) in mainland China, Taiwan, Hong Kong and Macau (collectively, the Territory). In November 2021, Hansoh exercised its option and was granted an exclusive, royalty-bearing license, with the right to sublicense to exploit licensed compound and licensed products in the Field and in the Territory. Under the Hansoh 2020 Option and License Agreement, Hansoh was required to pay the Company a refundable, non-creditable upfront payment. The Company received an upfront payment of $ 0.8 million during the year ended December 31, 2020, which was recognized as a refund liability and presented within accrued expenses and other current liabilities on the consolidated balance sheets as of December 31, 2020. In connection with Hansoh’s exercise of its option in November 2021, the Company recognized $ 1.0 million in license fee revenue within the consolidated statements of operations and comprehensive loss during the year ended December 31, 2021. In addition, pursuant to the Hansoh 2020 Option and License Agreement, Hansoh has agreed to pay the Company up to $ 67.0 million in pre-specified clinical, regulatory and sales milestones. Hansoh must also pay the Company royalties in the mid-single digits based on net sales of all licensed products. The term of the Hansoh 2020 Option and License Agreement will continue until the end of the last-to-expire royalty term. As of June 30, 2022 , no milestones have been met and future payments are all constrained. |
Organization, Basis of Presen_2
Organization, Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and include the accounts of Terns and its wholly owned subsidiaries Terns U.S. Opco and Terns Hong Kong and its wholly owned subsidiaries Terns China and Terns Suzhou. The Company’s condensed consolidated financial statements have been prepared in conformity with U.S. GAAP. All intercompany balances and transactions have been eliminated in consolidation. |
Initial Public Offering | Initial Public Offering In February 2021, the Company completed an initial public offering (the “IPO”) of 8,625,000 shares of its common stock, including the exercise in full by the underwriters of their option to purchase up to 1,125,000 additional shares of common stock, for net proceeds of $ 133.0 million, after deducting underwriting discounts and commissions and offering expenses, and its shares started trading on the Nasdaq Global Select Market under the ticker symbol “TERN.” Upon closing of the IPO, all of the Company's outstanding shares of convertible preferred stock automatically converted into an aggregate of 16,079,230 shares of common stock. |
At-the-Market Offering | At-the-Market Offering In March 2022, the Company entered into a Sales Agreement with Cowen and Company, LLC (Cowen) as sales agent, pursuant to which the Company has the ability to offer and sell, from time to time, through Cowen, shares of its common stock having an aggregate offering price of up to $ 75.0 million in an at-the-market offering. The shares are offered pursuant to the Company's shelf registration statement on Form S-3 filed with the Securities and Exchange Commission, or SEC. There were no sales of the Company's common stock pursuant to this agreement through June 30, 2022 . |
Certificate of Incorporation | Certificate of Incorporation Prior to the IPO, the Company’s certificate of incorporation adopted in December 2020 in connection with the Domestication (the “December 2020 Charter”) authorized the Company to issue the following shares of capital stock: (i) 299,700,000 shares of common stock, (ii) 40,000,000 shares of Series A convertible preferred stock, (iii) 36,409,088 shares of Series B convertible preferred stock, and (iii) 111,619,996 shares of Series C convertible preferred stock. All classes of stock under the December 2020 Charter were authorized at a par value of $ 0.0001 . In February 2021, the Company’s amended and restated certificate of incorporation filed with the Secretary of State of the State of Delaware became effective in connection with the closing of the IPO. Under the amended and restated certificate of incorporation, the Company is authorized to issue 150,000,000 shares of common stock and 10,000,000 shares of preferred stock. All classes of stock have a par value of $ 0.0001 . |
Reverse Stock Split | Reverse Stock Split In January 2021, the Company filed an amended and restated certificate of incorporation to effectuate a reverse split of shares of the Company’s common stock and convertible preferred stock on a 1-for-14 basis (the “Reverse Stock Split”). The par value and the number of authorized shares of the convertible preferred stock and common stock were not adjusted as a result of the Reverse Stock Split. All issued and outstanding common stock, options to purchase common stock and per share amounts contained in the consolidated financial statements have been retroactively adjusted to give effect to the Reverse Stock Split for all periods presented. |
Impact of the COVID-19 Pandemic | Impact of the COVID-19 Pandemic The COVID-19 pandemic is rapidly evolving. The COVID-19 virus and new variants that emerge continue to impact countries worldwide, including the United States and China where the Company has business operations. The extent of the impact of the COVID-19 pandemic on business, operations and development timelines and plans remains uncertain, and will depend on certain developments, including the duration and spread of the outbreak and its impact on the Company’s development activities, planned clinical trial enrollment, future trial sites, contract research organizations (CROs), third-party manufacturers and other third parties with whom the Company conducts business, as well as its impact on regulatory authorities and the Company’s key scientific and management personnel. The ultimate impact of the COVID-19 pandemic or a similar health epidemic is highly uncertain and subject to change. To the extent possible, the Company is conducting business as usual, with necessary or advisable modifications to employee travel and to the on-site and in-person activities of the Company's personnel. The Company will continue to actively monitor the rapidly evolving situation related to the COVID-19 pandemic and may take further actions that alter the Company’s operations, including those that may be required by federal, state or local authorities in the United States and China, or that the Company determines are in the best interest of its employees and other third parties with whom the Company conducts business. At this point, the extent to which the COVID-19 pandemic may affect the Company’s business, operations and development timelines and plans, including the resulting impact on expenditures and capital needs, remains uncertain. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Significant estimates and assumptions made in the accompanying consolidated financial statements include, but are not limited to, the estimates for accruals of research and development expenses, accrual of research contract costs, unrecognized tax benefits, fair value of common stock and stock option valuations. On an ongoing basis, the Company evaluates its estimates and judgments, using historical and anticipated results and trends and on various other assumptions that management believes to be reasonable under the circumstances. Actual results could materially differ from those estimates. |
Unaudited Interim Financial Information | Unaudited Interim Financial Information These unaudited condensed consolidated financial statements include all adjustments necessary, consisting of only normal recurring adjustments, to fairly state the financial position and the results of the Company’s operations and cash flows for interim periods in accordance with U.S. GAAP. Interim period results are not necessarily indicative of results of operations or cash flows for a full year or any subsequent interim period. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto in the Company’s Annual Report on Form 10-K (“Annual Report”) for the fiscal year ended December 31, 2021, as filed with the SEC on March 7, 2022. There have been no significant changes to the Company's significant accounting policies described in Note 1, Organization, Basis of Presentation and Summary of Significant Accounting Policies, in Notes to Consolidated Financial Statements in Item 8 of Part II of the Form 10-K for the fiscal year ended December 31, 2021. |
Cash, Cash Equivalents, Restricted Cash and Marketable Securities | Cash, Cash Equivalents and Marketable Securities Cash and cash equivalents consist of standard checking accounts and money market funds. The Company considers all highly liquid investments with an original maturity of 90 days or less at the date of purchase to be cash equivalents. The Company classifies as available-for-sale marketable securities with a remaining maturity when purchased of greater than three months. Marketable securities are maintained by investment managers and consist of U.S. government and non-U.S. government securities, corporate debt securities, and commercial paper. Debt securities are carried at fair value with the unrealized gains and losses included in other comprehensive loss as a component of stockholders’ equity until realized. Any premium arising at purchase is amortized to the earliest call date and any discount arising at purchase is accreted to maturity. Amortization and accretion of premiums and discounts are recorded in interest income and/or expense. Realized gains and losses on debt securities are determined using the specific identification method and are included in other (expense) income, net. If any adjustment to fair value reflects a decline in value of the investment, the Company considers all available evidence to evaluate the extent to which the decline is “other-than-temporary” and, if so, marks the investment to market through a charge to the Company’s consolidated statements of operations and comprehensive loss. The fair value and amortized cost of marketable securities by major security type is as follows: June 30, 2022 (in thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Money market funds $ 2,948 $ — $ — $ 2,948 U.S. government securities 50,180 — ( 740 ) 49,440 Non-U.S. government securities 3,045 — ( 48 ) 2,997 Corporate debt securities 25,337 — ( 250 ) 25,087 Commercial paper 45,480 — — 45,480 Total $ 126,990 $ — $ ( 1,038 ) $ 125,952 Classified as: Cash equivalents $ 2,948 Marketable securities 123,004 Total $ 125,952 December 31, 2021 (in thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Money market funds $ 33,239 $ — $ — $ 33,239 U.S. government securities 36,322 — ( 130 ) 36,192 Non-U.S. government securities 11,194 — ( 12 ) 11,182 Corporate debt securities 39,495 — ( 52 ) 39,443 Commercial paper 31,466 — — 31,466 Total $ 151,716 $ — $ ( 194 ) $ 151,522 Classified as: Cash equivalents $ 33,239 Marketable securities 118,283 Total $ 151,522 |
Operating Leases and Rent Expense | Operating Leases and Rent Expense At the inception of a contractual arrangement, the Company determines whether the contract contains a lease by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset in exchange for consideration over a period of time. If both criteria are met, upon lease commencement, the Company records a lease liability which represents the Company’s obligation to make lease payments arising from the lease, and a corresponding right-of-use (“ROU”) asset which represents the Company’s right to use an underlying asset during the lease term. Operating lease right-of-use assets and liabilities are recognized on the balance sheet at the lease commencement date based on the present value of the future minimum lease payments over the lease term. In determining the net present value of the lease payments, the Company uses its incremental borrowing rate applicable to the underlying asset unless the implicit rate is readily determinable. Any lease incentives received are deferred and recorded as a reduction of the ROU asset and amortized over the term of the lease. The Company does not separate lease and non-lease components and instead treats them as a single component. Rent expense, comprised of amortization of the ROU asset and the implicit interest accreted on the operating lease liability, is recognized on a straight-line basis over the lease term. The Company determines the lease term as the noncancellable period of the lease and may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. The Company elected to not apply the recognition requirements of the new leasing standard to short term leases with terms of 12 months or less. As a result, leases with a term of 12 months or less are not recognized on the balance sheet. |
Classification of Convertible Preferred Stock | Classification of Convertible Preferred Stock The holders of Series A, Series B and Series C convertible preferred stock, which were outstanding prior to the IPO, had certain liquidation rights in the event of a deemed liquidation that, in certain situations, were not solely within the control of the Company and would call for the redemption of the then outstanding convertible preferred stock. Therefore, the Series A, Series B and Series C convertible preferred stock were classified outside of shareholders’ equity on the consolidated balance sheets. In February 2021, upon the completion of the IPO, all the outstanding shares of convertible preferred stock converted into common stock and the Company does not have any shares of preferred stock outstanding. |
Research and Development Expenses | Research and Development Expenses Research and development costs are expensed as incurred. Research and development expenses consist of costs incurred to discover, research and develop drug candidates, including personnel expenses, stock-based compensation expense, allocated facility-related and depreciation expenses, third-party license fees and external costs, including fees paid to consultants and contract research organizations, or CROs, in connection with nonclinical studies and clinical trials and other related clinical trial fees, such as for investigator grants, patient screening, laboratory work, clinical trial database management, clinical trial material management and statistical compilation and analysis. Non-refundable prepayments for goods or services that will be used or rendered for future research and development activities are recorded as prepaid expenses. Such amounts are recognized as an expense as the goods are delivered or the related services are performed, or until it is no longer expected that the goods will be delivered, or the services rendered. Costs incurred in obtaining technology licenses are charged immediately to research and development expense if the technology licensed has not reached technological feasibility and has no alternative future uses. The Company has from time to time entered into various research and development and other agreements with commercial firms, researchers, universities and others for provisions of goods and services. These agreements are generally cancelable, and the related costs are recorded as research and development expenses as incurred. The Company records accruals for estimated ongoing research and development costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the studies or clinical trials, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ materially from the Company’s estimates. Since inception, the Company’s historical accrual estimates have not been materially different from the actual costs. |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities included the following: (in thousands) June 30, 2022 December 31, 2021 Research and development costs $ 1,927 $ 1,570 Compensation and benefit costs 1,320 2,403 Accrued professional fees 1,089 363 Other 149 358 Total accrued expenses and other current liabilities $ 4,485 $ 4,694 |
Income Taxes | Income Taxes The provision for income taxes primarily relates to projected federal, state, and foreign income taxes. To determine the quarterly provision for income taxes, the Company uses an estimated annual effective tax rate, which is generally based on expected annual income and statutory tax rates in the various jurisdictions in which the Company operates. In addition, the tax effects of certain significant or unusual items are recognized discretely in the quarter during which they occur and can be a source of variability in the effective tax rates from quarter to quarter. Income taxes are computed using the asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements. In estimating future tax consequences, the Company considers all expected future events including the enactment of changes in tax laws or rates. A valuation allowance is recorded, if necessary, to reduce net deferred tax assets to their realizable values if management does not believe it is more likely than not that the net deferred tax assets will be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, and ongoing prudent and feasible tax planning strategies in assessing the amount of the valuation allowance. When the Company establishes or reduces the valuation allowance against its deferred tax assets, its provision for income taxes will increase or decrease, respectively, in the period such determination is made. The Company assesses accounting for uncertainty in income taxes by modeling for the recognition, measurement and disclosure in financial statements any uncertain income tax positions that the Company has taken or expects to take on a tax return. As of each balance sheet date, unresolved uncertain tax positions are reassessed. The Company accrues interest and related penalties, if applicable, on all tax exposures for which reserves have been established consistent with jurisdictional tax laws. The Company includes interest and penalties related to unrecognized tax benefits within the provision for income taxes. As of June 30, 2022 and 2021, the total amount of gross interest accrued and penalties was nominal. The Company recorded income tax expense for the three and six months ended June 30, 2022 and 2021 of less than $0.1 million. The expenses are primarily related to foreign income tax expenses from China. |
Common Stock Valuation | Common Stock Valuation Due to the absence of an active market for the Company’s common stock prior to the completion of the IPO in February 2021, the Company utilized methodologies to estimate the fair value of its common stock. In determining the fair value of options granted prior to the IPO, the Company has considered the estimated fair value of the common stock as of the measurement date. The estimated fair value of the common stock prior to the IPO was determined at each grant date based upon a variety of factors, including: • the prices at which the Company sold shares of convertible preferred stock and the superior rights and preferences of the convertible preferred stock relative to its common stock at the time of each grant; • the progress of the Company’s research and development programs, including the status and results of clinical and nonclinical studies for its drugs; • the Company’s stage of development and commercialization and its business strategy; • external market conditions affecting the biotechnology industry and trends within the biotechnology industry; • the Company’s financial position, including cash on hand, and its historical and forecasted performance and operating results; • the lack of an active public market for the Company’s common stock and convertible preferred stock; • the likelihood of achieving a liquidity event, such as an IPO or sale of the Company in light of prevailing market conditions; and • the analysis of IPOs and the market performance of similar companies in the biotechnology industry. Significant changes to the key assumptions underlying the factors used could have resulted in different fair values of common stock at each valuation date. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense, including grants of stock options and restricted stock awards issued under the Company’s equity incentive plan and rights to acquire stock granted under the Company’s employee stock purchase plan (ESPP), is measured at the grant date based on the fair value of the awards and is recognized as an expense on a straight-line basis over the requisite service period, which is generally the vesting period. The Company’s determination of the fair value of stock options with time-based vesting and rights to acquire stock under the ESPP utilizes the Black-Scholes option-pricing model. The Company lacks sufficient company-specific historical and implied volatility information. Therefore, the Company estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. The Company estimates risk-free rates using the implied yield currently available on U.S. Treasury zero-coupon issues with a remaining term equal to the expected term and dividend yield using the Company’s expectations and historical data. The Company uses the simplified method to calculate the expected term of stock option grants. Under the simplified method, the expected term is estimated to be the mid-point between the vesting date and the contractual term of the option. The fair value of each stock option grant and right to acquire stock under the ESPP is calculated based upon the Company’s common stock valuation on the date of the grant. The Company accounts for forfeitures of stock option grants as they occur. |
Net Loss Per Share of Common Stock | Net Loss Per Share of Common Stock The Company follows the two-class method when computing net income (loss) per share of common stock as the Company has issued shares that meet the definition of participating securities. The two-class method determines net income (loss) per share of common stock for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Basic net income (loss) per share of common stock is computed by dividing the net income (loss) per share of common stock by the weighted average number of shares of common stock outstanding for the period. Diluted net income (loss) per share of common stock is computed by adjusting net income (loss) to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net loss per share of common stock is computed by dividing the diluted net loss by the weighted average number of shares of common stock outstanding for the period, including potential dilutive shares. For purposes of this calculation, outstanding stock options and convertible preferred stock are considered potential dilutive shares. The Company’s convertible preferred stock outstanding prior to the IPO contractually entitled the holders of such shares to participate in dividends but did not contractually require the holders of such shares to participate in losses of the Company. Accordingly, in periods in which the Company reported a net loss, such losses were not allocated to such securities. In periods in which the Company reported a net loss, diluted net loss per share of common stock was the same as basic net loss per share of common stock, since dilutive shares were not assumed to have been issued if their effect is anti-dilutive. The Company reported a net loss for the three and six months ended June 30, 2022 and 2021. The Company excluded the following potential shares of common stock, presented based on amounts outstanding at each period end, from the computation of diluted net loss attributable to common stockholders per share of common stock for the periods indicated because including them would have had an anti-dilutive effect: June 30, 2022 2021 Options to purchase common stock 4,478,338 2,583,563 Unvested restricted stock units 97,330 — Shares issuable under employee stock purchase plan 29,837 — Total 4,605,505 2,583,563 |
Deferred Offering Costs | Deferred Offering Costs The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded as a reduction to the carrying value of stockholders’ equity as a reduction of additional paid-in capital or equity generated as a result of such offering. Should an in-process equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the consolidated statements of operations and comprehensive loss. |
Commitments and Contingencies | Commitments and Contingencies From time to time, the Company may have certain contingent liabilities that arise in the ordinary course of business. The Company accrues a liability for such matters when it is probable that future expenditures will be made, and such expenditures can be reasonably estimated. For all periods presented, the Company was not a party to any pending material litigation or other material legal proceedings. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies. The Company is an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012, as amended (JOBS Act). Under the JOBS Act, emerging growth companies have extended transition periods available for complying with new or revised accounting standards. The Company has elected to use this exemption to delay adopting new or revised accounting standards until such time as those standards apply to private companies. Where allowable, the Company has early adopted certain standards as described below. Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (ASU 2016-02), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less may be accounted for similar to existing guidance for operating leases today. For non-public entities, ASU 2016-02 is effective for annual reporting periods, and interim periods within those fiscal years, beginning after December 15, 2021, and early adoption is permitted. Under the JOBS Act, emerging growth companies have extended transition periods available for complying with new or revised accounting standards. The Company adopted the new standard on January 1, 2022 using the effective date as the date of initial application. Consequently, prior period amounts were not adjusted and continue to be reported in accordance with historical accounting policies under ASC 840: Leases (Topic 840). The Company elected the package of practical expedients under which the Company has not reassessed prior conclusions about lease identification, lease classification and initial direct costs. Additionally, the Company made a policy election that does not recognize ROU assets and lease liabilities related to leases with a term of 12 months or less. The Company has elected to not separate lease and non-lease components and instead treat them as a single component. The pattern of recognition for operating leases within the consolidated statements of comprehensive loss has not significantly changed. Upon adoption, the Company recognized operating liabilities of $ 1.7 million, with corresponding ROU assets of $ 1.5 million based on the present value of the remaining minimum rental payments under current leasing standards for existing operating leases. The Company’s current operating lease portfolio is primarily comprised of property leases. Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13), which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. For non-public entities, ASU 2016-13 is effective for annual reporting periods, and interim periods within those fiscal years, beginning after December 15, 2022. Under the JOBS Act, emerging growth companies have extended transition periods available for complying with new or revised accounting standards. The Company has elected to use this exemption to delay adopting ASU 2016-13. The Company is currently in the process of evaluating the impact of the adoption of ASU 2016-13 on its consolidated financial statements and related disclosures. |
Organization, Basis of Presen_3
Organization, Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Fair Value And Amortized Cost of Marketable Securities | The fair value and amortized cost of marketable securities by major security type is as follows: June 30, 2022 (in thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Money market funds $ 2,948 $ — $ — $ 2,948 U.S. government securities 50,180 — ( 740 ) 49,440 Non-U.S. government securities 3,045 — ( 48 ) 2,997 Corporate debt securities 25,337 — ( 250 ) 25,087 Commercial paper 45,480 — — 45,480 Total $ 126,990 $ — $ ( 1,038 ) $ 125,952 Classified as: Cash equivalents $ 2,948 Marketable securities 123,004 Total $ 125,952 December 31, 2021 (in thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Money market funds $ 33,239 $ — $ — $ 33,239 U.S. government securities 36,322 — ( 130 ) 36,192 Non-U.S. government securities 11,194 — ( 12 ) 11,182 Corporate debt securities 39,495 — ( 52 ) 39,443 Commercial paper 31,466 — — 31,466 Total $ 151,716 $ — $ ( 194 ) $ 151,522 Classified as: Cash equivalents $ 33,239 Marketable securities 118,283 Total $ 151,522 |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities included the following: (in thousands) June 30, 2022 December 31, 2021 Research and development costs $ 1,927 $ 1,570 Compensation and benefit costs 1,320 2,403 Accrued professional fees 1,089 363 Other 149 358 Total accrued expenses and other current liabilities $ 4,485 $ 4,694 |
Schedule of Antidilutive Securities Excluded from Computation of Net Loss per Share | The Company excluded the following potential shares of common stock, presented based on amounts outstanding at each period end, from the computation of diluted net loss attributable to common stockholders per share of common stock for the periods indicated because including them would have had an anti-dilutive effect: June 30, 2022 2021 Options to purchase common stock 4,478,338 2,583,563 Unvested restricted stock units 97,330 — Shares issuable under employee stock purchase plan 29,837 — Total 4,605,505 2,583,563 |
Fair Value (Tables)
Fair Value (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis: Fair Value at June 30, 2022 (in thousands) Level 1 Level 2 Level 3 Total Cash and cash equivalents Cash in bank balances $ 13,858 $ — $ — $ 13,858 Money market funds 2,948 — — 2,948 Total cash and cash equivalents $ 16,806 $ — $ — $ 16,806 Marketable securities U.S. government securities $ — $ 49,440 $ — $ 49,440 Non-U.S. government securities — 2,997 — 2,997 Corporate debt securities — 25,087 — 25,087 Commercial paper — 45,480 — 45,480 Total marketable securities $ — $ 123,004 $ — $ 123,004 Fair Value at December 31, 2021 (in thousands) Level 1 Level 2 Level 3 Total Cash and cash equivalents Cash in bank balances $ 14,460 $ — $ — $ 14,460 Money market funds 33,239 — — 33,239 Total cash and equivalents $ 47,699 $ — $ — $ 47,699 Marketable securities U.S. government securities $ — $ 36,192 $ — $ 36,192 Non-U.S. government securities — 11,182 — 11,182 Corporate debt securities — 39,443 — 39,443 Commercial paper — 31,466 — 31,466 Total marketable securities $ — $ 118,283 $ — $ 118,283 |
Schedule of Aggregate Fair Value of Marketable Securities | The aggregate amortized cost and fair value of marketable securities as of June 30, 2022, by contractual maturity, are as follows: (in thousands) Amortized Cost Fair Value Due in one year or less $ 124,042 $ 123,004 Due after one year through two years — — Total marketable securities $ 124,042 $ 123,004 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Schedule of components of lease cost | Components of lease cost are as follows: Three Months Ended Six Months Ended (in thousands) June 30, 2022 June 30, 2022 Operating lease cost $ 151 $ 305 Short-term cost 12 27 Total lease cost $ 163 $ 332 Weighted-average remaining lease term 2.30 Weighted-average discount rate 6.00 % |
Schedule of future minimum lease payments required under operating leases | The Company's future minimum lease payments are as follows: (in thousands) Operating Leases 2022 $ 333 2023 652 2024 559 2025 and thereafter — Total lease payments 1,544 Less: Imputed interest ( 107 ) Present value of lease liabilities 1,437 Less: Current portion of lease liabilities ( 586 ) Total lease liabilities, non-current $ 851 |
Schedule of future minimum lease payments required under operating leases | The future minimum annual lease payments required under the Company’s existing operating lease agreements as of December 31, 2021 prior to the adoption of ASC 842 were as follows: (in thousands) Operating Leases 2022 $ 669 2023 652 2024 559 2025 and thereafter — Total $ 1,880 |
Common Stock and Stock-Based _2
Common Stock and Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Common Stock Shares Reserved for Issuance | As of each balance sheet date, the Company had reserved shares of common stock for issuance in connection with the following: June 30, 2022 December 31, 2021 Options outstanding under incentive award plans 4,478,338 3,577,485 Unvested restricted stock units 97,330 — Shares available for future grant under incentive award plans 1,393,902 1,138,622 Shares available for future grant under employee stock purchase plans 408,134 240,000 Total shares reserved 6,377,704 4,956,107 |
Summary of Stock Option Activity | The following table summarizes the stock option activity for all stock plans during the six months ended June 30, 2022: Number Weighted- Weighted- Aggregate (in years) (in thousands) Outstanding as of December 31, 2021 3,577,485 $ 9.72 9.09 $ 491 Granted 1,026,020 4.84 Exercised ( 10,000 ) 0.00 21 Forfeited ( 115,167 ) 10.31 Outstanding as of June 30, 2022 4,478,338 $ 8.62 8.86 $ 175 Exercisable, June 30, 2022 2,081,155 $ 8.80 8.33 $ 17 Vested and expected to vest, June 30, 2022 4,478,338 $ 8.62 8.86 $ 175 |
Schedule of Stock Options Weighted Average Assumptions | The Company estimated the fair value of options granted and rights to acquire stock granted under the Company’s employee stock purchase plan using a Black-Scholes option pricing model with the following assumptions presented on a weighted average basis: Six Months Ended June 30, 2022 2021 Stock Option Plans Expected term (years) 5.97 6.00 Expected volatility 72.83 % 70.56 % Risk-free interest rate 2.01 % 0.88 % Fair value of underlying common stock $ 4.84 $ 19.85 Weighted average grant-date fair value per share $ 3.16 $ 12.32 Employee Stock Purchase Plans Expected term (years) 0.75 — Expected volatility 70.86 % — % Risk-free interest rate 1.89 % — % Fair value of underlying common stock $ 1.66 $ — Weighted average grant-date fair value per share $ 0.65 $ — |
Summary of Restricted Stock Award Activity | The following table summarizes the RSU activity for all stock plans during the six months ended June 30, 2022: Number Grant-Date Unvested restricted stock units as of December 31, 2021 — $ — Granted 111,200 3.24 Forfeited ( 13,870 ) 3.44 Unvested restricted stock units as of June 30, 2022 97,330 $ 3.21 |
Schedule of Stock-based Compensation Expense | Stock-based compensation expense was classified in the condensed consolidated statements of operations and comprehensive loss as follows: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 Research and development expense $ 687 $ 491 $ 1,457 $ 973 General and administrative expense 1,964 1,418 3,938 2,768 Total stock-based compensation expense $ 2,651 $ 1,909 $ 5,395 $ 3,741 |
Organization, Basis of Presen_4
Organization, Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Feb. 28, 2021 | Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2018 | Apr. 30, 2017 | |
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||
Common stock, authorized | 150,000,000 | 150,000,000 | 150,000,000 | 299,700,000 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Convertible preferred stock, par value | $ 0.0001 | ||||||
Preferred stock, shares authorized | 10,000,000 | ||||||
Preferred stock, par or stated value per share | $ 0.0001 | ||||||
Description of reverse stock split | In January 2021, the Company filed an amended and restated certificate of incorporation to effectuate a reverse split of shares of the Company’s common stock and convertible preferred stock on a 1-for-14 basis (the “Reverse Stock Split”). The par value and the number of authorized shares of the convertible preferred stock and common stock were not adjusted as a result of the Reverse Stock Split. All issued and outstanding common stock, options to purchase common stock and per share amounts contained in the consolidated financial statements have been retroactively adjusted to give effect to the Reverse Stock Split for all periods presented. | ||||||
ASU 2016-02 | |||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||
Change in accounting principle, accounting standards update, adopted [true false] | false | ||||||
Change in accounting principle, accounting standards update, adoption date | Jan. 01, 2022 | ||||||
Additional operating lease liability | $ 1.7 | ||||||
Operating lease right of use assets | $ 1.5 | ||||||
Series A convertible preferred stock | |||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||
Convertible preferred stock,authorized | 40,000,000 | ||||||
Convertible preferred stock, par value | $ 10.50 | ||||||
Series B convertible preferred stock | |||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||
Convertible preferred stock,authorized | 36,409,088 | ||||||
Convertible preferred stock, par value | $ 30.80 | ||||||
Series C convertible preferred stock | |||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||
Convertible preferred stock,authorized | 111,619,996 | ||||||
Convertible preferred stock, par value | $ 11.65 | ||||||
IPO | |||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||
Number of shares issued | 8,625,000 | ||||||
Underwriters option to purchase additional shares | 1,125,000 | ||||||
Net proceeds from issuance of common stock | $ 133 | ||||||
Convertible preferred stock, shares issued upon conversion | 16,079,230 | ||||||
At-the-Market Offering | |||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||
Offer price | $ 75 |
Organization, Basis of Presen_5
Organization, Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Fair Value And Amortized Cost of Marketable Securities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost | $ 126,990 | $ 151,716 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (1,038) | (194) |
Fair Value | 125,952 | 151,522 |
Cash equivalents | 2,948 | 33,239 |
Marketable securities | 123,004 | 118,283 |
Total | 125,952 | 151,522 |
Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost | 2,948 | 33,239 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | 2,948 | 33,239 |
U.S. government securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost | 50,180 | 36,322 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (740) | (130) |
Fair Value | 49,440 | 36,192 |
Non-U.S. Government Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost | 3,045 | 11,194 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (48) | (12) |
Fair Value | 2,997 | 11,182 |
Corporate Debt Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost | 25,337 | 39,495 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (250) | (52) |
Fair Value | 25,087 | 39,443 |
Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost | 45,480 | 31,466 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | $ 45,480 | $ 31,466 |
Organization, Basis of Presen_6
Organization, Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Research and development costs | $ 1,927 | $ 1,570 |
Compensation and benefit costs | 1,320 | 2,403 |
Accrued professional fees | 1,089 | 363 |
Other | 149 | 358 |
Total accrued expenses and other current liabilities | $ 4,485 | $ 4,694 |
Organization, Basis of Presen_7
Organization, Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Net Loss per Share (Details) - shares | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 4,605,505 | 2,583,563 |
Options to Purchase Common Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 4,478,338 | 2,583,563 |
Unvested restricted stock units | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 97,330 | 0 |
Shares issuable under employee stock purchase plan | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 29,837 | 0 |
Fair Value - Schedule of Financ
Fair Value - Schedule of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Assets: | ||
Marketable securities | $ 123,004 | |
Recurring | ||
Assets: | ||
Total cash and cash equivalents | 16,806 | $ 47,699 |
Marketable securities | 123,004 | 118,283 |
Recurring | Cash in bank balances | ||
Assets: | ||
Total cash and cash equivalents | 13,858 | 14,460 |
Recurring | Money Market Funds | ||
Assets: | ||
Total cash and cash equivalents | 2,948 | 33,239 |
Recurring | U.S. government securities | ||
Assets: | ||
Marketable securities | 49,440 | 36,192 |
Recurring | Non-U.S. Government Securities | ||
Assets: | ||
Marketable securities | 2,997 | 11,182 |
Recurring | Corporate Debt Securities | ||
Assets: | ||
Marketable securities | 25,087 | 39,443 |
Recurring | Commercial Paper | ||
Assets: | ||
Marketable securities | 45,480 | 31,466 |
Recurring | Level 1 | ||
Assets: | ||
Total cash and cash equivalents | 16,806 | 47,699 |
Recurring | Level 1 | Cash in bank balances | ||
Assets: | ||
Total cash and cash equivalents | 13,858 | 14,460 |
Recurring | Level 1 | Money Market Funds | ||
Assets: | ||
Total cash and cash equivalents | 2,948 | 33,239 |
Recurring | Level 2 | ||
Assets: | ||
Marketable securities | 123,004 | 118,283 |
Recurring | Level 2 | U.S. government securities | ||
Assets: | ||
Marketable securities | 49,440 | 36,192 |
Recurring | Level 2 | Non-U.S. Government Securities | ||
Assets: | ||
Marketable securities | 2,997 | 11,182 |
Recurring | Level 2 | Corporate Debt Securities | ||
Assets: | ||
Marketable securities | 25,087 | 39,443 |
Recurring | Level 2 | Commercial Paper | ||
Assets: | ||
Marketable securities | $ 45,480 | $ 31,466 |
Fair Value - Schedule of Aggreg
Fair Value - Schedule of Aggregate Amortized Cost and Fair Value of Marketable Securities (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Fair Value Disclosures [Abstract] | |
Due in one year or less | $ 123,004 |
Due after one year through two years | 0 |
Total marketable securities | 123,004 |
Due in one year or less | 124,042 |
Due after one year through two years | 0 |
Total marketable securities | $ 124,042 |
Fair Value - Additional Informa
Fair Value - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Fair Value Disclosures [Abstract] | |
Assets, Level 1 to Level 2 transfers | $ 0 |
Assets, Level 2 to Level 1 Transfers | 0 |
Assets, Transfers into Level 3 | 0 |
Assets, Transfers out of Level 3 | 0 |
Liabilities, Level 1 to Level 2 transfers | 0 |
Liabilities, Level 2 to Level 1 transfers | 0 |
Liabilities, Transfers into Level 3 | 0 |
Liabilities, Transfers out of Level 3 | $ 0 |
Leases (Additional Information)
Leases (Additional Information) (Details) | 1 Months Ended |
Mar. 31, 2019 | |
Lease Agreements [Member] | Foster City, California | |
Lessor, Lease, Description [Line Items] | |
Option to extend | The Company has the option to extend the lease agreement for a period of five years |
Leases - Schedule of Components
Leases - Schedule of Components of lease cost (Details) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | |
Leases [Abstract] | ||
Operating lease cost | $ 151 | $ 305 |
Short-term cost | 12 | 27 |
Lease, Cost, Total | $ 163 | $ 332 |
Weighted-average remaining lease term | 2 years 3 months 18 days | 2 years 3 months 18 days |
Weighted-average discount rate | 6% | 6% |
Leases - Schedule of maturities
Leases - Schedule of maturities of operating leases (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Operating Leases | ||
2022 | $ 333 | |
2023 | 652 | |
2024 | 559 | |
2025 and thereafter | 0 | |
Total lease payments | 1,544 | |
Less: Imputed interest | (107) | |
Present value of lease liabilities | 1,437 | |
Less: Current obligation of lease liabilities | (586) | $ 0 |
Total lease liabilities, non-current | $ 851 |
Leases - Schedule of future min
Leases - Schedule of future minimum lease payments required under operating leases (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Leases [Abstract] | |
2022 | $ 669 |
2023 | 652 |
2024 | 559 |
2025 and thereafter | 0 |
Total | $ 1,880 |
Loans Payable - Additional Info
Loans Payable - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 6 Months Ended | |||
Dec. 31, 2020 | May 31, 2020 | Jun. 30, 2022 | Oct. 31, 2018 | Apr. 30, 2017 | |
Short Term Debt [Line Items] | |||||
Proceeds from issuance of debt | $ 15 | ||||
Bridge Loan | |||||
Short Term Debt [Line Items] | |||||
Debt Instrument, fair value | $ 2.1 | ||||
Proceeds from issuance of debt | $ 1.8 | ||||
Debt instrument, interest rate | 10% | ||||
Debt conversion, original debt, amount | 1.8 | ||||
Proceeds from debt payable in different currency, description | payable in renminbi (RMB) at an established USD/RMB exchange rate, based on an average of the previous five working days before May 8, 2020. | ||||
Debt conversion to stock, aggregate debt plus accrued interest | 1.9 | ||||
Conversion of 2020 convertible promissory notes to Series C convertible preferred stock | 1.8 | ||||
Debt conversion, accrued interest, amount | $ 0.1 | ||||
Series C convertible preferred stock | |||||
Short Term Debt [Line Items] | |||||
Convertible preferred stock, shares issued | 7,500,665 | ||||
Series C convertible preferred stock | Bridge Loan | |||||
Short Term Debt [Line Items] | |||||
Debt conversion, converted instrument, shares | 167,159 | ||||
Series A convertible preferred stock | |||||
Short Term Debt [Line Items] | |||||
Convertible preferred stock, shares issued | 2,089,285 | ||||
Series A convertible preferred stock | LAV Affiliate | |||||
Short Term Debt [Line Items] | |||||
Convertible preferred stock, shares issued | 767,857 | ||||
Series B convertible preferred stock | |||||
Short Term Debt [Line Items] | |||||
Convertible preferred stock, shares issued | 2,384,195 | ||||
Series B convertible preferred stock | LAV Affiliate | |||||
Short Term Debt [Line Items] | |||||
Convertible preferred stock, shares issued | 216,450 | ||||
2020 Notes | |||||
Short Term Debt [Line Items] | |||||
Debt instrument, interest rate | 10% | ||||
Debt conversion, original debt, amount | $ 15.9 | ||||
Debt conversion to stock, aggregate debt plus accrued interest | $ 15.9 | ||||
Conversion of 2020 convertible promissory notes to Series C convertible preferred stock | $ 15.9 | ||||
2020 Notes | Series C convertible preferred stock | |||||
Short Term Debt [Line Items] | |||||
Debt conversion, converted instrument, shares | 1,366,820 |
Loans Payable - Change in Fair
Loans Payable - Change in Fair Value of Loans Payable - Additional Information (Details) - Loans Payable $ in Millions | 1 Months Ended |
Mar. 31, 2021 USD ($) | |
L A V Series A And Series B Promissory Note | |
Short Term Debt [Line Items] | |
Outstanding amount settlement from proceeds received from note receivable | $ 10.8 |
Series C convertible preferred stock | |
Short Term Debt [Line Items] | |
Proceeds from promissory note receivable | $ 1.9 |
Convertible Preferred Stock - A
Convertible Preferred Stock - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | |||
Dec. 31, 2020 | Oct. 31, 2018 | Apr. 30, 2017 | Feb. 28, 2021 | |
Convertible Preferred Stock [Line Items] | ||||
Convertible preferred stock, par value | $ 0.0001 | |||
Bridge Loan | ||||
Convertible Preferred Stock [Line Items] | ||||
Debt conversion to stock, aggregate debt plus accrued interest | $ 1.9 | |||
2020 Notes | ||||
Convertible Preferred Stock [Line Items] | ||||
Debt conversion to stock, aggregate debt plus accrued interest | $ 15.9 | |||
Series A convertible preferred stock | ||||
Convertible Preferred Stock [Line Items] | ||||
Convertible preferred stock, shares issued | 2,089,285 | |||
Convertible preferred stock, par value | $ 10.50 | |||
Aggregate purchase price | $ 21.9 | |||
Series A convertible preferred stock | LAV Affiliate | ||||
Convertible Preferred Stock [Line Items] | ||||
Convertible preferred stock, shares issued | 767,857 | |||
Series A convertible preferred stock | Terns China | ||||
Convertible Preferred Stock [Line Items] | ||||
Proceeds from sale of convertible preferred stock | $ 8 | |||
Series B convertible preferred stock | ||||
Convertible Preferred Stock [Line Items] | ||||
Convertible preferred stock, shares issued | 2,384,195 | |||
Convertible preferred stock, par value | $ 30.80 | |||
Aggregate purchase price | $ 73.4 | |||
Series B convertible preferred stock | LAV Affiliate | ||||
Convertible Preferred Stock [Line Items] | ||||
Convertible preferred stock, shares issued | 216,450 | |||
Series B convertible preferred stock | Terns China | ||||
Convertible Preferred Stock [Line Items] | ||||
Proceeds from sale of convertible preferred stock | $ 6.7 | |||
Series C convertible preferred stock | ||||
Convertible Preferred Stock [Line Items] | ||||
Convertible preferred stock, shares issued | 7,500,665 | |||
Convertible preferred stock, par value | $ 11.65 | |||
Gross proceeds from issuance and conversion of convertible preferred stock | $ 87.4 | |||
Series C convertible preferred stock | Bridge Loan | ||||
Convertible Preferred Stock [Line Items] | ||||
Debt conversion, converted instrument, shares | 167,159 | |||
Series C convertible preferred stock | 2020 Notes | ||||
Convertible Preferred Stock [Line Items] | ||||
Debt conversion, converted instrument, shares | 1,366,820 | |||
IPO | ||||
Convertible Preferred Stock [Line Items] | ||||
Convertible preferred stock, shares issued upon conversion | 16,079,230 |
Convertible Preferred Stock - S
Convertible Preferred Stock - Schedule of Convertible Preferred Stock (Details) - shares | Dec. 31, 2020 | Oct. 31, 2018 | Apr. 30, 2017 |
Series A convertible preferred stock | |||
Convertible Preferred Stock [Line Items] | |||
Convertible Preferred Stock Authorized | 40,000,000 | ||
Convertible Preferred Stock Issued | 2,089,285 | ||
Convertible Preferred Stock Outstanding | 2,857,142 | ||
Series B convertible preferred stock | |||
Convertible Preferred Stock [Line Items] | |||
Convertible Preferred Stock Authorized | 36,409,088 | ||
Convertible Preferred Stock Issued | 2,384,195 | ||
Convertible Preferred Stock Outstanding | 2,600,645 | ||
Series C convertible preferred stock | |||
Convertible Preferred Stock [Line Items] | |||
Convertible Preferred Stock Authorized | 111,619,996 | ||
Convertible Preferred Stock Issued | 7,500,665 | ||
Convertible Preferred Stock Outstanding | 7,500,665 |
Common Stock and Stock-Based _3
Common Stock and Stock-Based Compensation - Schedule of Common Stock Shares Reserved for Issuance (Details) - shares | Jun. 30, 2022 | Dec. 31, 2021 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total shares reserved | 6,377,704 | 4,956,107 |
Options Outstanding Under Incentive Award Plans | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total shares reserved | 4,478,338 | 3,577,485 |
Unvested shares of restricted stock units | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total shares reserved | 97,330 | 0 |
Shares Available for Future Grant under Incentive Award Plans | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total shares reserved | 1,393,902 | 1,138,622 |
Shares Available for Future Grant under Employee Stock Purchase Plans | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total shares reserved | 408,134 | 240,000 |
Common Stock and Stock-Based _4
Common Stock and Stock-Based Compensation - Additional Information (Details) | 1 Months Ended | 6 Months Ended | ||
Jan. 01, 2022 shares | Feb. 28, 2021 shares | Jun. 30, 2022 USD ($) Plan Vote shares | Dec. 31, 2021 shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock, voting rights | Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are entitled to receive dividends | |||
Number of voting rights per share | Vote | 1 | |||
Cash dividends declared or paid | $ | $ 0 | |||
Number of stock-based compensation plans | Plan | 2 | |||
Initial total shares reserved | 6,377,704 | 4,956,107 | ||
Stock Options | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized stock-based compensation expense related to unvested stock options | $ | $ 25,700,000 | |||
Unrecognized stock-based compensation expense recognized period | 2 years 7 months 9 days | |||
Restricted Stock | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized stock-based compensation expense related to unvested stock options | $ | $ 300,000 | |||
Unrecognized stock-based compensation expense recognized period | 3 years 6 months 25 days | |||
2021 Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based payment award, number of shares authorized | 2,400,007 | |||
Increase of number of authorized shares reserved for issuance under the 2021 Plan | 1,263,463 | |||
Share-based payment award, shares available for future grants | 1,393,902 | |||
Increase of authorized shares, percent of common stock outstanding | 5% | |||
2017 Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Increase of number of authorized shares reserved for issuance under the 2021 Plan | 0 | |||
2021 Employee Stock Purchase Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Increase of number of authorized shares reserved for issuance under the 2021 Plan | 252,692 | |||
Share-based payment award, shares available for future grants | 408,134 | |||
Initial total shares reserved | 240,000 | |||
Shares purchased by employees under the ESPP | 84,558 | |||
Increase of authorized shares, percent of common stock outstanding | 1% | |||
Unrecognized stock-based compensation expense recognized period | 11 months 1 day | |||
Share Based Compensation Rate of Payroll Deduction | 15% | |||
Percentage of fair market value of the shares on the offering date | 85% | |||
Percentage of fair market value of the shares on the purchase date | 85% | |||
Unrecognized stock-based compensation expense related to unvested employee stock purchases | $ | $ 200,000 |
Common Stock and Stock-Based _5
Common Stock and Stock-Based Compensation - Summary of Stock Option Activity (Details) - Stock Options $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Number of Shares | ||
Number of Shares, Outstanding beginning balance | shares | 3,577,485 | |
Number of Shares, Granted | shares | 1,026,020 | |
Number of Shares, Exercised | shares | (10,000) | |
Number of Shares, Forfeited | shares | (115,167) | |
Number of Shares, Outstanding ending balance | shares | 4,478,338 | 3,577,485 |
Number of Shares, Exercisable | shares | 2,081,155 | |
Number of Shares, Vested and expected to vest | shares | 4,478,338 | |
Weighted-Average Exercise Price | ||
Weighted-Average Exercise Price, Outstanding beginning balance | $ / shares | $ 9.72 | |
Weighted-Average Exercise Price, Granted | $ / shares | 4.84 | |
Weighted-Average Exercise Price, Exercised | $ / shares | 0 | |
Weighted-Average Exercise Price, Forfeited | $ / shares | 10.31 | |
Weighted-Average Exercise Price, Outstanding ending balance | $ / shares | 8.62 | $ 9.72 |
Weighted-Average Exercise Price, Exercisable | $ / shares | 8.80 | |
Weighted-Average Exercise Price, Vested and expected to vest | $ / shares | $ 8.62 | |
Weighted-Average Remaining Contractual Term and Aggregate Intrinsic Value | ||
Weighted-Average Remaining Contractual Term, Outstanding | 8 years 10 months 9 days | 9 years 1 month 2 days |
Weighted-Average Remaining Contractual Term, Exercisable | 8 years 3 months 29 days | |
Weighted-Average Remaining Contractual Term, Vested and expected to vest | 8 years 10 months 9 days | |
Aggregate Intrinsic Value, Outstanding, beginning balance | $ | $ 491 | |
Aggregate Intrinsic Value, Exercised | $ | 21 | |
Aggregate Intrinsic Value, Outstanding, ending balance | $ | 175 | $ 491 |
Aggregate Intrinsic Value, Exercisable | $ | 17 | |
Aggregate Intrinsic Value, Vested and expected to vest | $ | $ 175 |
Common Stock and Stock-Based _6
Common Stock and Stock-Based Compensation - Schedule of Stock Options Weighted Average Assumptions (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Employee Stock Purchase Plans | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected option life | 9 months | |
Expected volatility | 70.86% | 0% |
Risk-free interest rate | 1.89% | 0% |
Fair value of underlying common stock | $ 1.66 | $ 0 |
Weighted average grant-date fair value per share | $ 0.65 | $ 0 |
Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected option life | 5 years 11 months 19 days | 6 years |
Expected volatility | 72.83% | 70.56% |
Risk-free interest rate | 2.01% | 0.88% |
Fair value of underlying common stock | $ 4.84 | $ 19.85 |
Weighted average grant-date fair value per share | $ 3.16 | $ 12.32 |
Common Stock and Stock-Based _7
Common Stock and Stock-Based Compensation - Summary of Restricted Stock Award Activity (Details) - Restricted Stock | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Number of Shares | |
Number of Shares, Unvested restricted common stock, beginning balance | shares | 0 |
Number of Shares, Granted | shares | 111,200 |
Number of Shares, Forfeited | shares | (13,870) |
Number of Shares, Unvested restricted common stock, ending balance | shares | 97,330 |
Grant-Date Fair Value | |
Grant-Date Fair Value, Unvested restricted common stock, beginning balance | $ / shares | $ 0 |
Grant-Date Fair Value, Granted | $ / shares | 3.24 |
Grant-Date Fair Value, Forfeited | $ / shares | 3.44 |
Grant-Date Fair Value, Unvested restricted common stock, ending balance | $ / shares | $ 3.21 |
Common Stock and Stock-Based _8
Common Stock and Stock-Based Compensation - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 2,651 | $ 1,909 | $ 5,395 | $ 3,741 |
Research and Development Expense | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 687 | 491 | 1,457 | 973 |
General and Administrative Expense | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 1,964 | $ 1,418 | $ 3,938 | $ 2,768 |
Assignment, License and Colla_2
Assignment, License and Collaboration Agreements - Additional Information (Details) ¥ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Nov. 30, 2021 USD ($) | Aug. 31, 2022 USD ($) | Jul. 31, 2020 USD ($) | Jun. 30, 2019 CNY (¥) | Mar. 31, 2018 USD ($) | Feb. 28, 2018 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | Dec. 31, 2018 USD ($) | |
TERN-101 License Agreement with Eli Lilly | |||||||||||||
Assignment License And Collaboration Agreements [Line Items] | |||||||||||||
Agreement milestones payment | $ 0 | ||||||||||||
Research and development expense | $ 0 | $ 0 | 0 | $ 0 | |||||||||
TERN-101 License Agreement with Eli Lilly | China | |||||||||||||
Assignment License And Collaboration Agreements [Line Items] | |||||||||||||
Aggregate pre-specified development milestones for the first covered product | $ 6,000,000 | ||||||||||||
Aggregate pre-specified development milestones for the first covered product in ex-mainland | $ 50,000,000 | ||||||||||||
TERN-201 License Agreement with Eli Lilly | |||||||||||||
Assignment License And Collaboration Agreements [Line Items] | |||||||||||||
Aggregate pre-specified development milestones for the first covered product in ex-mainland | $ 74,000,000 | ||||||||||||
Agreement milestones payment | 0 | ||||||||||||
Research and development expense | 0 | 0 | 0 | 0 | |||||||||
Aggregate pre-specified development milestones for second indication of covered product | $ 30,000,000 | ||||||||||||
Amount paid under the agreement | 4,000,000 | ||||||||||||
TERN-201 License Agreement with Eli Lilly | Research and Development Expense | |||||||||||||
Assignment License And Collaboration Agreements [Line Items] | |||||||||||||
Upfront payment | $ 4,000,000 | ||||||||||||
Assignment Agreement | |||||||||||||
Assignment License And Collaboration Agreements [Line Items] | |||||||||||||
Aggregate pre-specified development milestones for the first covered product | ¥ | ¥ 205 | ||||||||||||
Research and development expense | $ 0 | $ 0 | 0 | $ 0 | |||||||||
Amount paid under the agreement | $ 2,200,000 | ||||||||||||
Number of days advance written notice | 60 days | ||||||||||||
Milestone payment | $ 2,200 | $ 1,500,000 | |||||||||||
Assignment Agreement | Research and Development Expense | |||||||||||||
Assignment License And Collaboration Agreements [Line Items] | |||||||||||||
Upfront payment | $ 700,000 | ||||||||||||
Hansoh Option and License Agreement | |||||||||||||
Assignment License And Collaboration Agreements [Line Items] | |||||||||||||
Upfront payment received | $ 800,000 | ||||||||||||
License revenue | $ 1,000,000 | ||||||||||||
Hansoh Option and License Agreement | Maximum | |||||||||||||
Assignment License And Collaboration Agreements [Line Items] | |||||||||||||
Amount agree to pay in pre-specified clinical, regulatory and sales milestones | $ 67,000,000 |