Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 21, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-39969 | ||
Entity Registrant Name | Pear Therapeutics, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 200 State Street | ||
Entity Address, Address Line Two | 13th Floor | ||
Entity Address, State or Province | MA | ||
Entity Address, City or Town | Boston | ||
Entity Address, Postal Zip Code | 02109 | ||
City Area Code | 617 | ||
Local Phone Number | 925-7848 | ||
Entity Tax Identification Number | 85-4103092 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 272.7 | ||
Entity Common Stock, Shares Outstanding | 137,836,028 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001835567 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCENone. | ||
Class A Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | ||
Trading Symbol | PEAR | ||
Security Exchange Name | NASDAQ | ||
Warrants | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants, each exercisable for one share of Class A common stock for $11.50 per share | ||
Trading Symbol | PEARW | ||
Security Exchange Name | NASDAQ |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | Deloitte & Touche LLP |
Auditor Location | Boston, Massachusetts |
Auditor Firm ID | 34 |
CONSOLIDATED STATEMENTS OF FINA
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 169,567 | $ 110,900 |
Short-term investments | 5,004 | 13,535 |
Accounts receivable | 1,794 | 257 |
Prepaid expenses and other current assets | 8,876 | 1,365 |
Total current assets | 185,241 | 126,057 |
Property and equipment, net | 6,255 | 4,277 |
Restricted cash - long-term | 411 | 1,161 |
Other long-term assets | 5,253 | 871 |
Total assets | 197,160 | 132,366 |
Current liabilities: | ||
Accounts payable | 1,806 | 4,506 |
Accrued expenses and other current liabilities | 17,946 | 9,568 |
Deferred revenues | 421 | 267 |
Debt | 26,993 | 26,345 |
Total current liabilities | 47,166 | 40,686 |
Embedded debt derivative | 675 | 675 |
Warrant liabilities | 8,528 | 2,650 |
Earn-out liabilities | 48,363 | 0 |
Other long-term liabilities | 1,994 | 1,239 |
Total liabilities | 106,726 | 45,250 |
Commitments and contingencies (Note 8) | ||
Legacy convertible preferred stock (Note 10) | 0 | 0 |
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized as of December 31, 2021; and no shares issued and outstanding as of December 31, 2021 and December 31, 2020 | 0 | 0 |
Common stock, $0.0001 par value; 690,000,000 authorized as of December 31, 2021; and 137,836,028 and 106,721,864 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively | 14 | 11 |
Additional paid-in capital | 338,404 | 269,946 |
Accumulated deficit | (247,983) | (182,841) |
Accumulated other comprehensive (loss) income | (1) | 0 |
Total stockholders’ equity | 90,434 | 87,116 |
Total liabilities and stockholders’ equity | $ 197,160 | $ 132,366 |
CONSOLIDATED STATEMENTS OF FI_2
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, Par value (in dollars per share) | $ 0.0001 | |
Preferred stock, authorized (in shares) | 10,000,000 | |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 690,000,000 | |
Common stock, issued (in shares) | 137,836,028 | 106,721,864 |
Common stock, outstanding (in shares) | 137,836,028 | 106,721,864 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | ||
Total revenue | $ 4,208 | $ 9,384 |
Cost of Revenue | 5,233 | 1,718 |
Cost and operating expenses | ||
Research and development | 37,041 | 28,084 |
Selling, general, and administrative | 67,619 | 56,226 |
Total cost and operating expenses | 109,893 | 86,028 |
Loss from operations | (105,685) | (76,644) |
Other income (expenses): | ||
Interest and other (expense) income, net | (4,144) | (1,767) |
Change in estimated fair value of earn-out liabilities | 47,038 | 0 |
Change in estimated fair value of warrant liabilities | (298) | (795) |
Loss on extinguishment of debt | 0 | (998) |
Loss on issuance of legacy convertible preferred stock | (2,053) | (16,819) |
Total other income (expense) | 40,543 | (20,379) |
Net loss | (65,142) | (97,023) |
Unrealized (loss) gain on short-term investments | (1) | (29) |
Comprehensive loss | (65,143) | (97,052) |
Loss on repurchase of convertible preferred stock | 0 | (11,053) |
Net loss attributable to common shareholders | (65,142) | (108,076) |
Net loss attributable to common shareholders | $ (65,142) | $ (108,076) |
Net loss per share: | ||
Diluted (in dollars per share) | $ (0.57) | $ (1.21) |
Basic (in dollars per share) | $ (0.57) | $ (1.21) |
Weighted average common shares outstanding: | ||
Weighted-average common shares outstanding, diluted (in shares) | 113,328,450 | 89,216,091 |
Weighted-average common shares outstanding, basic (in shares) | 113,328,450 | 89,216,091 |
Product revenue | ||
Revenue | ||
Total revenue | $ 3,748 | $ 149 |
Collaboration and license revenue | ||
Revenue | ||
Total revenue | $ 460 | $ 9,235 |
CONSOLIDATED STATEMENTS OF CONV
CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT - USD ($) $ in Thousands | Total | Revision of Prior Period, Adjustment | Revision Of Prior Period, Adjusted Balance | Common Stock | Common StockRevision of Prior Period, Adjustment | Common StockRevision Of Prior Period, Adjusted Balance | Additional Paid-In Capital | Additional Paid-In CapitalRevision of Prior Period, Adjustment | Additional Paid-In CapitalRevision Of Prior Period, Adjusted Balance | Accumulated Deficit | Accumulated DeficitRevision Of Prior Period, Adjusted Balance | Accumulated Other Comprehensive Income | Accumulated Other Comprehensive IncomeRevision Of Prior Period, Adjusted Balance | Convertible Preferred StockPreferred Stock | Convertible Preferred StockPreferred StockRevision of Prior Period, Adjustment | Convertible Preferred StockPreferred StockRevision Of Prior Period, Adjusted Balance |
Beginning Balance (in shares) at Dec. 31, 2019 | 44,693,053 | (44,693,053) | 0 | |||||||||||||
Beginning Balance at Dec. 31, 2019 | $ 144,827 | $ (144,827) | $ 0 | |||||||||||||
Ending Balance at Dec. 31, 2020 | $ 0 | $ 0 | ||||||||||||||
Ending Balance (in shares) at Dec. 31, 2020 | 0 | |||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ 768 | |||||||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 14,859,315 | 72,826,372 | 87,686,000 | |||||||||||||
Beginning balance at Dec. 31, 2019 | (66,043) | $ 144,828 | $ 78,785 | $ 1 | $ 8 | $ 9 | $ 3,771 | $ 144,820 | $ 148,591 | $ (69,844) | $ (69,844) | $ 29 | $ 29 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Repurchase of preferred and common shares (in shares) | (11,941,100) | |||||||||||||||
Repurchase of preferred and common shares | (24,727) | $ (1) | (8,752) | (15,974) | ||||||||||||
Exercise of common stock options (in shares) | 1,021,730 | |||||||||||||||
Exercise of common stock options | 409 | 409 | ||||||||||||||
Stock-based compensation expense | 1,813 | 1,813 | ||||||||||||||
Conversion of convertible preferred stock to common stock (in shares) | 29,956,000 | |||||||||||||||
Conversion of convertible preferred stock to common stock | 127,831 | $ 3 | 127,828 | |||||||||||||
Other comprehensive income (loss) | (29) | (29) | ||||||||||||||
Net loss | (97,023) | (97,023) | ||||||||||||||
Issuance of warrants | 57 | 57 | ||||||||||||||
Ending balance at Dec. 31, 2020 | 87,116 | $ 11 | 269,946 | (182,841) | 0 | |||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 106,721,878 | |||||||||||||||
Ending Balance at Dec. 31, 2021 | $ 0 | $ 0 | ||||||||||||||
Ending Balance (in shares) at Dec. 31, 2021 | 0 | |||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ 83 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Exercise of common stock options (in shares) | 1,130,923 | 1,130,921 | ||||||||||||||
Exercise of common stock options | $ 859 | 859 | ||||||||||||||
Stock-based compensation expense | 3,810 | 3,810 | ||||||||||||||
Exercise of common stock warrants (in shares) | 1,079,686 | |||||||||||||||
Exercise of Legacy Pear warrants | 10,907 | 10,907 | ||||||||||||||
Conversion of convertible preferred stock to common stock (in shares) | 4,503,618 | |||||||||||||||
Conversion of convertible preferred stock to common stock | 21,970 | 21,970 | ||||||||||||||
Reverse recapitalization, net of transaction costs (in shares) | 24,399,925 | |||||||||||||||
Reverse recapitalization, net of transaction costs (Note 1) | 142,803 | $ 3 | 142,800 | |||||||||||||
Recognition of warrant liabilities in connection with the Business Combination (Note 3) | (16,487) | (16,487) | ||||||||||||||
Recognition of earn-out liabilities (Note 3) | (95,401) | (95,401) | ||||||||||||||
Other comprehensive income (loss) | (1) | (1) | ||||||||||||||
Net loss | (65,142) | (65,142) | ||||||||||||||
Ending balance at Dec. 31, 2021 | $ 90,434 | $ 14 | $ 338,404 | $ (247,983) | $ (1) | |||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 137,836,028 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Activities: | ||
Net loss | $ (65,142) | $ (97,023) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 1,689 | 381 |
Amortization of intangible asset | 563 | 50 |
Amortization of debt discount | 648 | 498 |
Loss on extinguishment of debt | 0 | 998 |
Accretion and amortization of interest income | 22 | (106) |
Stock-based compensation expense | 3,810 | 9,026 |
Loss on issuance of legacy convertible preferred stock | 2,053 | 16,819 |
Change in fair value of warrants | 298 | 795 |
Change in fair value of earn-out liabilities | (47,038) | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,192) | 751 |
Prepaid expenses and other assets | (8,979) | 109 |
Accounts payable | (3,094) | 1,730 |
Accrued expenses, other liabilities and non-current liabilities | 7,144 | 3,953 |
Deferred revenues | 175 | (5,875) |
Net cash used in operating activities | (109,043) | (67,894) |
Investing Activities: | ||
Proceeds from maturities of short-term investments | 16,525 | 79,600 |
Purchases of short-term investments | (8,014) | (16,025) |
Purchases of property and equipment | (3,278) | (3,900) |
Purchases of intangible assets | (1,350) | 0 |
Milestone based license fee payment | (1,000) | (750) |
Net cash provided by investing activities | 2,883 | 58,925 |
Financing Activities: | ||
Proceeds from issuance of convertible preferred stock, net | 19,917 | 111,054 |
Proceeds from Business Combination, net of transactions costs paid | 144,301 | 0 |
Repayment of note assumed in the Business Combination | (1,000) | 0 |
Proceeds from issuance of debt | 0 | 31,000 |
Principal payments on debt | 0 | (17,280) |
Deferred financing fees and related debt issuance costs | 0 | (1,500) |
Proceeds from exercise of stock options | 859 | 409 |
Net cash provided by financing activities | 164,077 | 91,703 |
Net increase in cash, cash equivalents and restricted cash | 57,917 | 82,734 |
Cash, cash equivalents and restricted cash—beginning of period | 112,061 | 29,327 |
Cash, cash equivalents and restricted cash—end of period | 169,978 | 112,061 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 3,709 | 2,039 |
Supplemental disclosure of non-cash investing and financing information: | ||
Issuance of stock upon exercise of Legacy Pear warrants | 10,907 | 0 |
Recognition of warrant liability | 16,487 | 1,860 |
Recognition of earn-out liabilities | 95,401 | 0 |
Note payable and net liabilities assumed in the Business Combination (excluding warrant liabilities) | 1,147 | 0 |
Deferred offering and equity issuance costs included in accounts payable and accrued expenses | 700 | 42 |
Purchase of intangible asset with seller financing | 1,011 | 0 |
Purchases of property and equipment in accounts payable and accrued expenses | 388 | 38 |
Embedded debt derivative | $ 0 | $ 675 |
NATURE OF BUSINESS
NATURE OF BUSINESS | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF BUSINESS | NATURE OF BUSINESS Organization Pear Therapeutics, Inc. and subsidiaries (the "Company" or "Pear"), is a leader in prescription digital therapeutics, or PDTs. The Company’s PDTs treat diseases with clinically validated software. On December 3, 2021, (the “Closing Date”), Thimble Point Acquisition Corp. (“THMA”) consummated the previously announced merger pursuant to the Business Combination Agreement, dated June 21, 2021, by and among THMA, Pear Therapeutics, Inc. (now Pear Therapeutics (US), Inc.) and Oz Merger Sub, Inc., pursuant to which Oz Merger Sub, Inc. merged with and into Pear Therapeutics (US), Inc., with Pear Therapeutics (US), Inc. becoming our wholly owned subsidiary (the “Business Combination”). Upon the closing of the Business Combination, THMA changed its name to Pear Therapeutics, Inc. and Pear Therapeutics, Inc. changed its name to Pear Therapeutics (US), Inc. In connection with the Business Combination, THMA completed the sale and issuance of 10,280,000 shares of Class A common stock in a fully committed common stock private placement at a purchase price of $10.00 per share (“PIPE Shares”) for an aggregate purchase price of $102,800 (“PIPE Investment”), and a Forward Purchase Agreement Assignment, dated as of December 2, 2021, by and among THMA, the Anchor Investor, and a Pipe Investor (the “Forward Purchase Assignment”); which closed simultaneously with the consummation of the Business Combination. Upon the closing of the Business Combination, the PIPE Shares were automatically converted into shares of the Company's Class A common stock on a one-for-one basis. In addition, all of the remaining outstanding THMA Class A common shares were separated, pursuant to their terms, into one share of Class A common stock (which totaled 832,899 shares Class A common stock, “Public Shares”) and one-third (1/3) of one redeemable warrant (and THMA’s units ceased trading on the Nasdaq). Further, LP SPAC 1 LLC (the “Anchor Investor”) purchased 6,387,026 shares of Class A common stock at a purchase price of $10.00 per share in connection with the Forward Purchase Agreement, dated as of February 1, 2021, by and between THMA and the Anchor Investor (the “Forward Purchase Agreement”), as amended from time to time, including by the Amendment to Forward Purchase Agreement dated as of June 21, 2021 and the Second Amendment to Forward Purchase Agreement dated as of November 14, 2021 (the “Amended Forward Purchase Agreement”) entered into with THMA on February 1, 2021 (“THMA Sponsor Shares”). Gross proceeds from the Merger totaled approximately $175,001 which included funds held in THMA’s trust account (after giving effect to redemptions). Transaction costs totaled approximately $32,779. Unless otherwise indicated or the context otherwise requires, references in this Form 10-K to the “Company”, “our”, and “Pear” refer to the consolidated operations of Pear Therapeutics, Inc. and its subsidiaries. References to THMA refer to the company prior to the consummation of the Business Combination and references to “Legacy Pear” refer to Pear Therapeutics, Inc. (now Pear Therapeutics (US), Inc.) prior to the consummation of the Business Combination. Legacy Pear was deemed the accounting acquirer in the Business Combination. This determination was primarily based on Legacy Pear’s stockholders prior to the Business Combination having a majority of the voting power in the combined company, Legacy Pear having the ability to appoint a majority of the Board of Directors of the combined company, Legacy Pear’s existing management comprising the senior management of the combined company, Legacy Pear comprising the ongoing operations of the combined company, Legacy Pear being the larger entity based on historical revenues and business operations, and the combined company assuming Legacy Pear’s name. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy Pear issuing stock for the net assets of THMA, accompanied by a recapitalization. Under this method of accounting, THMA who was the legal acquirer, is treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination was treated as the equivalent of Pear issuing stock for the net assets of THMA, accompanied by a recapitalization. The net assets of THMA are stated at historical cost, with no goodwill or other intangible assets recorded. The equity structure has been restated in all comparative periods up to the Closing Date to reflect the number of shares of the Company’s Class A common stock, $0.0001 par value per share, issued to Legacy Pear stockholders in connection with the Business Combination. As such, the shares and corresponding capital amounts and earnings per share related to Legacy Pear’s Convertible Preferred Stock (“Legacy Convertible Preferred Stock”) and Legacy Pear common stock prior to the Business Combination have been retroactively restated as shares reflecting the exchange ratio of approximately 1.47 established in the Business Combination. Legacy Pear’s convertible preferred stock previously classified as mezzanine was retroactively adjusted, converted into Class A common stock, and reclassified to permanent as a result of the reverse recapitalization. See Note 3 for more information. THMA, now Pear Therapeutics, Inc., a Delaware corporation was incorporated on December 1, 2020. Pear Therapeutics (US), Inc., previously known as Pear Therapeutics, Inc. (“Legacy Pear”), is a Delaware corporation incorporated on August 14, 2013. The Company is headquartered in Boston, Massachusetts. Going Concern The Company is subject to a number of risks and uncertainties common to early-stage technology-based companies, including, but not limited to, rapid technological changes, protection of its proprietary technology and intellectual property, commercialization of existing and new products, development by competitors of competing products, dependence on key personnel, compliance with government regulations, including compliance with the US. Food and Drug Administration, or FDA, and the ability to secure additional capital to fund operations. The Company obtained FDA marketing authorization for its three products, reSET® (2017), reSET-O® (2018), and Somryst® (2020). In October 2019, after terminating our agreement with Sandoz Inc., our then collaboration partner, we began the direct commercialization of reSET® and reSET-O®. The Company has incurred recurring losses since inception and anticipates net losses and negative operating cash flows for the near future and may be unable to remain in compliance with certain financial covenants required under its credit facility. For the year ended December 31, 2021, the Company had a net loss of $65,142 and as of December 31, 2021 had an accumulated deficit of $247,983. As of December 31, 2021, the Company had $174,571 of cash and cash equivalents and short-term investments. While the Company has recorded revenue, revenues have been insufficient to fund operations. Accordingly, the Company has funded its operations to date through a combination of proceeds raised from equity and debt issuances, including the Business Combination. The Company’s operating costs include the cost of developing and commercializing products as well as providing research services. As a consequence, the Company will need to raise additional equity and debt financing that may not be available, if at all, at terms acceptable to the Company to fund future operations. As a result, the Company could be required to delay, scale back or abandon some or all of its development programs and other operations, which could materially harm the Company’s business, prospects, financial condition and operating results. Management believes these uncertainties raise substantial doubt about the Company’s ability to continue as a going concern. Because of these uncertainties, the accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. Due to the substantial doubt about the Company’s ability to continue operating as a going concern for twelve months from the issuance date of these financial statements and the material adverse change clause in the loan agreement with its lender, the amounts due as of December 31, 2021, have been classified as current in the consolidated balance sheet. The lender has not invoked the material adverse change clause as of the date of issuance of these financial statements. The accompanying consolidated financial statements do not reflect any other adjustments relating to the recoverability and reclassification of assets and liabilities that might be necessary if the Company is unable to continue as a going concern. The Company is subject to various covenants related to the Perceptive Credit Facility entered into on June 30, 2020 (Note 7) and given the substantial doubt about the Company’s ability to continue as a going concern, there is a risk that it may not meet its covenants in the future. COVID-19 Related Significant Risks and Uncertainties There continues to be uncertainties regarding the pandemic of the novel coronavirus, or COVID-19. The pandemic has significantly impacted the economic conditions in the US, as federal, state and local governments react to the |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with US generally accepted accounting principles, or GAAP. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification, or ASC, and Accounting Standards Update, or ASU, of the Financial Accounting Standards Board, or FASB. The consolidated financial statements as of December 31, 2021 and 2020 and for the years ended December 31, 2021 and 2020 include the accounts of Pear and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in the consolidated financial statements herein. Certain monetary amounts, percentages, and other figures included elsewhere in these consolidated financial statements have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them. Reclassification of Prior Year Presentation Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. Adjustment has been made to the Consolidated Statement of Operations for the year ended December 31, 2020, to present the change in fair value of warrant liabilities as a separate line item; this amount was included in the Interest and other (expense) income, net line item in prior years. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting periods. On an ongoing basis, the Company evaluates its estimates. The Company bases its estimates on historical experience and various other assumptions that the Company believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from those estimates and changes in estimates are reflected in reported results in the period in which they become known. Cash, Cash Equivalents, and Restricted Cash The Company considers only those highly liquid investments, readily convertible to cash, that mature within 90 days from the date of purchase to be cash equivalents. The Company’s cash equivalents include money market funds and overnight deposits. The following table reconciles cash, cash equivalents, and restricted cash reported within the Company’s consolidated balance sheets to the total amounts shown in the consolidated statements of cash flows: December 31, 2021 2020 Reconciliation of cash, cash equivalents and restricted cash: Cash and cash equivalents $ 169,567 $ 110,900 Restricted cash - long-term 411 1,161 Total cash, cash equivalents, and restricted cash $ 169,978 $ 112,061 Investments Investments include marketable securities with maturities of less than one year or where management’s intent is to use the investments to fund current operations or to make them available for current operations. All investments in marketable securities are classified as available for sale and are reported at fair value with unrealized gains and losses excluded from earnings and reported net of tax in accumulated other comprehensive income (loss), which is a component of stockholders’ equity. Unrealized losses that are determined to be other than temporary, based on current and expected market conditions, are recognized in earnings. Declines in fair value determined to be credit-related are charged to earnings. The cost of marketable securities sold is determined by the specific identification method. Concentration of Credit Risk Financial instruments that are potentially subject to a significant concentration of credit risk consist primarily of cash, cash equivalents, investments, restricted cash and accounts receivable. The Company attempts to minimize the risk related to investments by working with highly rated financial institutions that invest in a broad and diverse range of financial instruments as defined by the Company. The Company has established guidelines relative to credit ratings and maturities intended to safeguard principal balances and maintain liquidity. The Company maintains its funds in accordance with its investment policy, which defines allowable investments, specifies credit quality standards and is designed to limit credit exposure to any single issuer. Through December 31, 2021, the Company has not experienced any losses on such deposits. One collaboration partner represented 100% of the Company’s total deferred revenue as of December 31, 2020. Fair Value Measurements Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions and risk of non-performance. The accounting standard establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair values requires more judgment. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs that may be used to measure fair value are: • Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. • Level 2: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. • Level 3 : Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. Property and Equipment Property and equipment are recorded at cost less accumulated depreciation. Expenditures for repairs and maintenance are expensed as incurred. Depreciation expense is recognized using the straight-line method over the estimated useful lives, which are typically: Estimated Useful Life Equipment 3 years Internal-use software 3 - 5 years Furniture and fixtures 5 years Leasehold improvements Shorter of economic useful life or The Company capitalizes costs incurred to develop internal-use software during the application development stage. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. Internal and external costs incurred in connection with the development of upgrades or enhancements that result in additional functionality are also capitalized. Amortization commences when the software is available for its intended use and is amortized on a straight-line basis over the software’s estimated useful life, calculated using a mid-quarter convention. Upon retirement or sale, the cost of the assets disposed of and the related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is included in other income (expense) in the consolidated statements of operations and other comprehensive loss. Major replacements and improvements are capitalized. Expenditures for repairs and maintenance are expensed as incurred. Intangible Assets Intangible assets consist of identifiable intangible assets, including developed technology, resulting from the Company’s acquisitions. Acquired identifiable finite-lived intangible assets are amortized on a straight-line basis or accelerated method over the estimated useful lives of the assets. The basis of amortization approximates the pattern in which the assets are utilized, over their estimated useful lives. Impairment of Long-Lived Assets and Intangible Assets Subject to Amortization Long-live assets primarily include property and equipment and intangible assets, which are included in other long-term assets on the consolidated balance sheets. The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. The Company did not recognize any impairment losses on long-lived assets for the years ended December 31, 2021 and 2020. Leases Rent expense for non-cancelable operating leases, including rent escalation clauses, tenant improvement allowances, and rent-free periods when applicable, is recognized on a straight-line basis over the term of the lease with the difference between required lease payments and rent expense recorded as deferred rent. The lease term begins on the commencement date as defined in the lease agreement or when the Company takes possession of or begins to control the physical use of the property, whichever is earlier. Refer to Note 8 for further information. Derivative Liabilities The Company accounts for derivative financial instruments as either equity or liabilities in accordance with ASC Topic 815, Derivatives and Hedging , or ASC 815, based on the characteristics and provisions of each instrument. Embedded derivatives are required to be bifurcated from the host instruments and recorded at fair value if the derivatives are not clearly and closely related to the host instruments on the date of issuance. Derivative instrument liabilities are classified in the consolidated balance sheets as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. The Company’s Perceptive Credit Facility (see Note 7 for more information) contains certain features that, in accordance with ASC 815, are not clearly and closely related to the host instrument and represent derivatives liabilities that are required to be re-measured at fair value each reporting period. Additionally, Legacy Pear issued Series A and Series D preferred stock warrants, which were classified as derivative liabilities recorded at fair value. See Note 4 and Note 7 for more information. The changes in the fair value of the warrants are recorded as other income (expense) in the Company’s consolidated statements of operations and comprehensive loss. Legacy Pear Convertible Preferred Stock In connection with the Business Combination, all Legacy Preferred Shares were converted to Class A common stock. See Notes 1, 3, and 10 for further information. The Company recorded shares of Legacy Pear convertible preferred stock at their respective estimated fair values on the dates of issuance, net of issuance costs. Legacy Pear’s convertible preferred stock was classified outside of stockholders’ deficit because the holders of such shares had liquidation and redemption rights in the event of a deemed liquidation event that, in certain situations, are not solely within the control of the Company, such as a merger, acquisition, and sale of all or substantially all of the Company’s assets. Warrant Liabilities Management evaluates all of the Company’s financial instruments, including issued Warrants to purchase its Class A common stock, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. As of December 31, 2021, there are 5,013,333 Private Placement Warrants that are exercisable to purchase shares of Class A common stock to investors as well as 9,199,944 Public Warrants. All of the Company’s outstanding Warrants are recognized as assets or liabilities in accordance with ASC 815-40 and adjusts the warrant asset or liability to fair value at each reporting period. The assets or liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. The Public Warrants are traded on the NASDAQ and are recorded at fair value using the closing stock price as of the measurement date. The Private Placement Warrants, which have a single holder, have similar terms and are subject to substantially the same redemption features as the Public Warrants. Accordingly, the most advantageous market for the Private Placement Warrants is determined from the perspective of the holder of such warrants as an asset. Since any transfer to a non-permitted transferee (i.e., to a market participant) would cause the Private Placement Warrants to become public warrants, the fair value of the Private Placement Warrants is based on the quoted price of the Public Warrants. Earn-Out Liabilities In connection with the Business Combination, holders of Legacy Pear Common Shares and Legacy Pear Preferred Shares received the contingent right to receive additional Class A common stock (the “Earn-Out Shares”) upon the achievement of certain earn-out targets. As the contingent earn-out consideration contains a settlement provision that precludes it from being indexed to the Company’s stock, it is classified as a liability under ASC 480. The fair value of the contingent earn-out consideration is estimated as of the acquisition date at the present value of the expected contingent payments using a Monte Carlo simulation. The fair value estimates use unobservable inputs that reflect our own assumptions as to the Company’s ability to meet the earn-out targets and discount rates used in the calculations. The unobservable inputs are defined in ASC Topic 820, “Fair Value Measurements and Disclosures,” as Level 3 inputs. We review the probabilities of achievement of the earn-out targets to determine the impact on the fair value of the earn-out consideration on a quarterly basis over the earn-out period. Actual results are compared to the estimates and probabilities of achievement used in our forecasts. Should actual results of the business increase or decrease as compared to our estimates and assumptions, the estimated fair value of the contingent earn-out consideration liability will increase or decrease, up to the contractual limit, as applicable. Changes in the estimated fair value of the contingent earn-out consideration are recorded in other (expense) income in the Consolidated Statements of Operations and Comprehensive Loss and are reflected in the period in which they are identified. Changes in the estimated fair value of the contingent earn-out consideration may materially impact or cause volatility in our operating results. Revenue Recognition The Company recognizes revenue in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606) and its related amendments, or, collectively, ASC 606. At inception, the Company determines whether contracts are within the scope of ASC 606 or other topics. For contracts that are determined to be within the scope of ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods and services. To achieve this core principle, the Company applies the following five steps (i) identify the contract with the customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when the performance obligation is satisfied. The Company only applies the five-step model to contracts when it determines that collection of substantially all consideration for goods or services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. Performance obligations promised in a contract are identified based on the goods and services that will be transferred to the customer that are both capable of being distinct and are distinct in the context of the contract. To the extent a contract includes multiple promised goods and services, the Company applies judgment to determine whether promised goods and services are both capable of being distinct and distinct in the context of the contract. If these criteria are not met, the promised goods and services are accounted for as a combined performance obligation. The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods and services to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method, depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in management’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Any estimates, including the effect of the constraint on variable consideration, are evaluated at each reporting period for any changes. Determining the transaction price requires significant judgment, which is discussed in further detail for each of the Company’s collaboration agreements in Note 9. In addition, none of the Company’s contracts as of December 31, 2021, contained a significant financing component. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of a single performance obligation. The Company typically determines standalone selling prices using an adjusted market assessment approach model. The Company satisfies performance obligations either over time or at a point in time. Revenue is recognized over time if either (i) the customer simultaneously receives and consumes the benefits provided by the entity’s performance, (ii) the entity’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced, or (iii) the entity’s performance does not create an asset with an alternative use to the entity and the entity has an enforceable right to payment for performance completed to date. If the entity does not satisfy a performance obligation over time, the related performance obligation is satisfied at a point in time by transferring the control of a promised good or service to a customer. Product Revenue Recognition —Product revenue includes sales of the Company’s products, reSET, reSET-O and Somryst, all of which are PDTs that have received marketing authorization by the FDA. reSET and reSET-O are FDA-authorized, 12-week, prescription-only therapeutics for substance use disorder, or SUD, and opioid use disorder, or OUD, respectively, to be used as adjuncts to standard outpatient treatment. Our third product, Somryst, achieved FDA marketing authorization in March 2020, for the treatment of chronic insomnia and the Company began to commercialize Somryst in October 2020. Sales of our products include multiple performance obligations, some of which are satisfied at the point in time when the products are made available to the customer (under a bulk order) or when a prescription is fulfilled, and some of which are recognized over the term of the contract or over the prescription period. For the year ended December 31, 2021, the majority of our revenue was generated through bulk purchases from three customers, all of whom were state governments or agencies, who represented 34%, 23%, and 10% respectively of total revenue. Licensing, Milestone and Contract Revenue —Prior to 2021, the Company’s revenue has primarily been generated through collaborative research, development and commercialization agreements, under which it out-licensed certain rights to its products to third parties. The terms of these agreements generally contained multiple performance obligations, which included (i) licenses, or options to obtain licenses, to the Company’s technology and (ii) research and development activities to be performed on behalf of the collaborative partner. Payments to the Company under these arrangements typically include one or more of the following: nonrefundable, up-front license fees; funding of research and/or development efforts; development, regulatory and commercial milestone payments; royalties on net sales of licensed products; and profit-share payments. Each of these payments resulted in license and collaboration revenue, except for revenue from royalties on net sales of licensed products, which are classified as royalty revenue. Licenses of Intellectual Property —If the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenue from consideration allocated to the license when the license is transferred to the customer and the customer is able to use and benefit from the licenses. For licenses that are combined with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from nonrefundable, up-front fees. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Research and Development Funding —Arrangements that include reimbursements of research and development costs are generally combined with other promises and are generally considered to have variable consideration. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. If and when the Company assesses that these reimbursements are probable, the Company adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect collaboration revenue and earnings in the period of adjustment. Research and development funding arrangements that include milestones are recognized as described below. Development Milestone Payments —At the inception of each arrangement that includes nonrefundable payments for contingent milestones, including preclinical research and development, clinical development and regulatory milestones, the Company evaluates whether the milestones are considered probable of being achieved and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the control of the Company or the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. The transaction price is then allocated to each performance obligation on a relative stand-alone selling price basis, for which the Company recognizes revenue as or when the performance obligation under the contract is satisfied. At the end of each reporting period, the Company reevaluates the probability of the achievement of contingent milestones and the likelihood of a significant reversal of such milestone revenue and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenue and earnings in the period of adjustment. This regular reassessment may result in recognition of revenue related to a contingent milestone payment before the milestone event has been achieved. Commercial Milestone Payments and Royalties —For arrangements that include sales-based royalties, including milestone payments based on the level of sales and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied or partially satisfied. Deferred Revenue —In general, deferred revenue arises from amounts received in advance of the culmination of the earnings process and is recognized as revenue in future periods as performance obligations are satisfied. Deferred revenue expected to be recognized within the next twelve months is classified as a current liability. Upfront payment contract liabilities resulting from the Company’s license agreements do not represent a financing component as the payment is not financing the transfer of goods or services, and the technology underlying the licenses granted reflects research and development expenses already incurred by the Company. Commissions —During the years ended December 31, 2021 and 2020, the Company paid commissions to its internal sales team. The Company acts as a principal in the contracts with their partners as the Company controls the product, establishes the price and bears the risk of non-performance. The Company records the revenue on a gross basis and commissions are recorded as a sales and marketing expense in the consolidated statements of operations and comprehensive loss. The Company recognizes its commission expense as a point-in-time expense as contract obligations are primarily completed within a one-year contract period. Accounts Receivable and Allowance for Doubtful Accounts —In general, accounts receivable consists of amounts due from customers, net of customer allowances for cash discounts and chargebacks. Our contracts with customers have standard payment terms that generally require payment within 30 days. We analyze accounts that are past due for collectability and periodically evaluate the creditworthiness of our customers. As of December 31, 2021 and 2020, we determined an allowance for doubtful accounts was not required based upon our review of contractual payment terms and individual customer circumstances. Stock-Based Compensation The Company’s stock-based compensation program allows for grants of common stock options, restricted stock awards and restricted stock units. Grants are awarded to employees and non-employees, including directors. The Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation-Stock Compensation , or ASC 718. ASC 718 requires all stock-based payments to employees and non-employees to be recognized as an expense in the consolidated statements of operations and comprehensive loss based on their fair values. The Company estimates the fair value of options granted using the Black-Scholes option pricing model, or Black-Scholes. The fair value of the Company’s common stock is used to determine the fair value of restricted stock awards. Stock-based compensation awards are subject to service-based vesting periods. Compensation expense related to awards to employees and non-employees with service-based vesting conditions are recognized on a straight-line basis based on the grant date fair value over the associated service period of the award, which is generally the vesting term. The Company classifies stock-based compensation expense in the consolidated statements of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. See Note 11 for a description of the types of stock-based awards granted, the compensation expense related to such awards and detail of equity-based awards outstanding. Black-Scholes requires inputs based on certain subjective assumptions, including (i) the expected stock price volatility, (ii) the expected term of the award, (iii) the risk-free interest rate, and (iv) expected dividends. Due to the lack of a public market for the Company’s common stock and continued lack of sufficient company-specific historical and implied volatility data, the Company has based its computation of expected volatility on the historical volatility of a representative group of public companies with similar characteristics to the Company. The historical volatility is calculated based on a period of time commensurate with the expected term assumption. The Company uses the simplified method as prescribed by the SEC Staff Accounting Bulletin No. 107, Share-Based Payment , to calculate the expected term for options granted to employees and non-employees, whereby the expected term equals the arithmetic average of the vesting term and the original contractual term of the options due to its lack of sufficient historical data. The risk-free interest rate is based on US Treasury securities with a maturity date commensurate with the expected term of the associated award. The expected dividend yield is assumed to be zero as the Company has never paid dividends and has no current plans to pay any dividends on its common stock. The Company recognizes forfeitures as they occur. Due to the absence of an active market for the Company’s common stock prior to the Business Combination, the Company utilized methodologies in accordance with the framework of the American Institute of Certified Public Accountants Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation, to estimate the fair value of its common stock. In determining the exercise prices for stock options granted, the Company considered the estimated fair value of the common stock as of the measurement date. The estimated fair value of the common stock has been determined at each grant date based upon a variety of factors, including the illiquid nature of the common stock, arm’s-length sales of the Company’s capital stock (including convertible preferred stock), the effect of the rights and preferences of the preferred shareholders and the prospects of a liquidity event. Among other factors are the Company’s financial position and historical financial performance, the status of technological developments within the Company’s research, the composition and ability of the current research and management team, an evaluation or benchmark of the Company’s competition and the current business climate in the marketplace. Significant changes to the key assumptions underlying the factors used could result in different fair values of common stock at each valuation date. Cost of Product Revenue Cost of product revenue consists primarily of costs that are closely correlated or directly related to the delivery of the Company’s products, including pharmacy costs, royalties paid un |
BUSINESS COMBINATION
BUSINESS COMBINATION | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATION | Business Combination As discussed in Note 1, on December 3, 2021, the Company consummated a business combination pursuant to the Business Combination Agreement (“BCA”) with THMA dated June 21, 2021. The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, THMA, who was the legal acquirer, was treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination was treated as the equivalent of Pear issuing stock for the net assets of THMA, accompanied by a recapitalization. Upon the closing of the Business Combination, holders of Legacy Pear common stock received shares of Class A common stock in an amount determined by application of the exchange ratio of approximately 1.47 (the “Exchange Ratio”), which was based on Legacy Pear’s implied price per share prior to the Business Combination. For periods prior to the Business Combination, the reported share and per share amounts have been retroactively converted (“Retroactive Conversion”) by applying the Exchange Ratio. The consolidated assets, liabilities and results of operations prior to the Business Combination are those of Legacy Pear. In addition, holders of Legacy Pear Common Shares (and Legacy Pear Preferred Shares who converted their shares into Legacy Pear Common Shares in connection with the Merger) received the contingent right to receive up to 12,395,625 additional Class A common stock (the “Earn-Out Shares”) upon the achievement of certain earn-out targets. The holders of Legacy Pear common stockholders can contingently receive up to 12,395,625 shares in the aggregate of additional Class A common stock in three equal tranches of 4,131,875 shares respectively, upon the Company achieving $12.50, $15.00, or $17.50, respectively, as its volume-weighted average price per share for any 20 trading days within a 30 consecutive trading day period (as adjusted for share splits, reverse share splits, share dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares, or the like). Further, the Company assumed the outstanding Public Warrants to purchase 9,199,944 shares of the Company’s Class A common stock at $11.50 per share and the outstanding Private Placement Warrants, held by LJ10 LLC, (the “Sponsor”) (the “Private Placement Warrants”) to purchase 5,013,333 shares of the Company’s Class A common stock at $11.50 per share. The Public and Private Placement Warrants expire five years after the completion of the Business Combination. In connection with the Business Combination, the Company incurred approximately $32,779 of equity issuance costs, consisting of underwriting, legal, and other professional fees, $31,400 of which were recorded to additional paid-in capital as a reduction of proceeds and $1,379 of which was recorded as an expense in selling, general, and administrative expenses on the consolidated statement of comprehensive income. See Note 7 for information on the Legacy Pear warrants that were exercised prior to the Business Combination. The following table reconciles the elements of the Business Combination to the consolidated statement of cash flows and the consolidated statement of changes in equity: Year Ended December 31, 2021 Cash - THMA trust and cash (net of redemptions) $ 8,331 Cash - PIPE Investors and Forward Purchase Assignment 102,800 Cash - Forward Purchase Agreement (Anchor Investor) 63,870 Gross proceeds (excluding cash due at December 31, 2021 from the Trust Account) 175,001 Less: transaction costs and advisory fees paid (30,700) Net proceeds from the Business Combination 144,301 Less: warrant liabilities assumed (16,487) Less: repayment of note assumed in the Business Combination (1,000) Less: accrued transaction costs at December 31, 2021 (700) Plus: cash receivable from Trust 345 Less: net liabilities assumed in the Business Combination (146) Reverse merger, net of transaction costs $ 126,313 The number of shares of common stock outstanding immediately following the consummation of the business combination was as follows: Class A THMA Public Shares 832,899 THMA Initial Stockholders 6,900,000 THMA Sponsor Shares 6,387,026 Shares Issued to PIPE Investors and Forward Purchase Assignment 10,280,000 Legacy Pear Equityholders (1) 113,399,293 Total shares of common stock immediately after business combination 137,799,218 (1) The number of Legacy Pear shares was determined from the shares of Legacy Pear shares outstanding immediately prior to the closing of the Business Combination converted at the Exchange Ratio of approximately 1.47. All fractional shares were rounded down. Public Warrants and Private Placement Warrants As of the Closing Date, the total value of the liability associated with the Public and Private Placement Warrants was $16,487 measured at fair value based on the public warrant quoted price. The Company concluded the warrants met the definition of a liability and have been classified as such on the balance sheet in accordance with the accounting policy described within Note 2. At December 31, 2021, the fair value of the warrant liability was $8,528. See Note 10 for further information on the Public and Private Placement Warrants. Earn-Out Liabilities |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The tables below present certain of our assets and liabilities measured at fair value categorized by the level of input used in the valuation of each asset and liability. December 31, 2021 Description Total Fair Value Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 129,184 $ 129,184 $ — $ — Debt investments: Corporate bonds 1,007 — 1,007 — Commercial paper 3,998 — 3,998 — Total debt investments 5,005 — 5,005 — Total assets $ 134,189 $ 129,184 $ 5,005 $ — Long-term liabilities: Embedded debt derivative $ 675 $ — $ — $ 675 Warrant liabilities 8,528 5,520 3,008 Earn-out liabilities 48,363 — — 48,363 Total liabilities $ 57,566 $ 5,520 $ 3,008 $ 49,038 December 31, 2020 Description Total Fair Value Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 96,835 $ 96,835 $ — $ — Debt investments: Corporate bonds 3,543 — 3,543 — Commercial paper 9,992 — 9,992 — Total debt investments 13,535 — 13,535 — Total assets 110,370 96,835 $ 13,535 — Long-term liabilities: Embedded debt derivative $ 675 $ — $ — $ 675 Warrant liabilities 2,650 — — 2,650 Total liabilities $ 3,325 $ — $ — $ 3,325 The Company evaluates transfers between levels at the end of each reporting period. There were no transfers of financial instruments between levels during the years ended December 31, 2021 and December 31, 2020. Cash equivalents —Money market funds included within cash equivalents are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in active markets. Investments —The Company measures its investments at fair value on a recurring basis and classifies those instruments within Level 2 of the fair value hierarchy. Marketable securities, including corporate bonds and commercial paper, are classified within Level 2 of the fair value hierarchy because pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined using models or other valuation methodologies. The Company recorded unrealized losses of $1 and $29 in other comprehensive income (loss) on short-term investments for the years ended December 31, 2021 and 2020, respectively. Embedded debt derivative — As described in Note 7, the Company concluded that the contingent put options contained in the Perceptive Credit Facility that could require mandatory repayment upon the occurrence of an event of default, change of control and certain other events represent an embedded derivative required to be bifurcated from the debt host instrument. The embedded debt derivative is measured at fair value using a probability-weighted cash flow valuation methodology, having a fair value of $675 at December 31, 2020, the date of issuance and December 31, 2021. The determination of the fair value of an embedded debt derivative includes inputs not observable in the market and as such, represents a Level 3 measurement. The methodology utilized requires inputs based on certain subjective assumptions, specifically, probabilities of mandatory debt repayment prior to maturity ranging between 0-10%. Warrant liabilities — A s a result of the Business Combination on December 3, 2021, the Company recorded a liability for Public and Private Placement Warrants to purchase Class A common stock in the Company’s consolidated financial statements. See Note 3 for further information. The Public Warrants are traded on Nasdaq and are recorded at fair value using the closing stock price as of the measurement date. The Private Placement Warrants, which have a single holder, have similar terms and are subject to substantially the same redemption features as the Public Warrants. Accordingly, the most advantageous market for the Private Placement Warrants is determined from the perspective of the holder of such warrants as an asset. Since any transfer to a non-permitted transferee (i.e., to a market participant) would cause the Private Placement Warrants to become public warrants, the fair value of the Private Placement Warrants is based on the quoted price of the Public Warrants. As of the Closing Date, the total value of the liability associated with the Public and Private Placement Warrants was $16,487 measured at fair value based on the public warrant quoted price on Nasdaq (Ticker: PEARW). The Company concluded that the warrants met the definition of a liability and have been classified as such on the balance sheet in accordance with the accounting policy described within Note 2. At December 31, 2021, the fair value of the warrant liability was $8,528. Prior to the Business Combination, Legacy Pear issued warrants to purchase Series A and Series D convertible preferred stock, which were exercised on December 1, 2021 and November 30, 2021, respectively, in connection with the Business Combination. The Company measured the fair value of the liabilities related to the Legacy Pear warrants to purchase Series A and Series D convertible preferred stock, using Level 3 inputs. As of December 31, 2020, the fair market value of the Series A and D warrants were estimated using an option pricing model (“OPM”). The following significant assumptions used in the valuation model to estimate the fair value of the Legacy pear warrant liabilities were as follows: December 31, 2020 Warrants Series A Series D Fair value of underlying preferred stock $2.00 $ 7.21 Expected life (years) 2.00 2.00 Expected volatility 75.7% 75.7 % Risk-free interest rate 0.13% 0.13 % The following table reconciles the change in the fair value of the Series A and Series D warrant liabilities valued using Level 3 inputs: Warrant Liabilities Series A Series D Fair value as of December 31, 2019 $ 52 $ — Issuance of warrants — 1,803 Change in fair value 2 793 Fair value as of December 31, 2020 54 2,596 Change in fair value 433 7,824 Exercise of warrants (487) (10,420) Fair value as of December 31, 2021 $ — $ — Earn-out liabilities — Upon the closing of the Business Combination, the Earn-Out Shares were accounted for as a liability because the triggering events that determine the number of shares to be earned included events that were indexed to the common stock of the Company, with the change fair value recognized in Change in the estimated fair value of earn-out liabilities in the consolidated statement of operations. The estimated fair value of the Earn-out Shares was determined using a Monte Carlo Simulation Method (“MCSM”) using the following assumptions at each valuation date: December 31, 2021 Stock price $6.20 Risk-free interest rate 1.25% Expected term (in years) 4.92 Expected volatility 55.00% Dividend yield —% Current stock price: The stock price was based on the closing price as of the valuation date. Risk-free interest rate: The risk-free interest rate is based on the US Treasury yield curve in effect at the time of issuance for zero-coupon US Treasury notes with maturities corresponding to the expected seven-year term of the earn-out period. Expected term: The expected term is the contractual term of the earn-out period. Expected volatility: The volatility rate was determined using an average of historical volatilities of selected industry peers deemed to be comparable to the Company’s business corresponding to the expected seven-year term of the awards. Expected dividend yield: The expected dividend yield is zero as the Company currently has no history or expectation of declaring dividends in the foreseeable future. Refer to Note 3 for more information on the triggering events of the Earn-Out Shares. The change in fair value of the earn-out liabilities resulted in other income of $47,038 recognized in the Consolidated Statement of Operations for the year ended December 31, 2021. The following table reconciles the change in the fair value of the earn-out liabilities valued using Level 3 inputs: Earn-Out Liabilities Fair value as of December 31, 2020 $ — Initial fair value of Earn-out liabilities as of the Business Combination 95,401 Change in fair value (47,038) Fair value as of December 31, 2021 $ 48,363 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Property and equipment, net consists of the following: December 31, 2021 2020 Internal-use software $ 6,591 $ 3,682 Equipment 579 441 Construction in process 362 — Furniture and fixtures 586 383 Leasehold improvements 509 455 Total property and equipment 8,627 4,961 Less: accumulated depreciation (2,372) (684) Property and equipment, net $ 6,255 $ 4,277 |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consist of the following: December 31, 2021 2020 Compensation and related benefits $ 11,855 $ 6,953 Commercial and marketing related costs 1,821 1,492 Professional services 1,710 335 Research and development costs 781 355 Other 1,779 433 Total $ 17,946 $ 9,568 |
INDEBTEDNESS
INDEBTEDNESS | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
INDEBTEDNESS | INDEBTEDNESS Perceptive Credit Facility On June 30, 2020, the Perceptive Close Date, the Company entered into a Credit Agreement and Guaranty, or Perceptive Credit Facility, with Perceptive Credit Holdings III, LP, as administrative agent and lender with a syndicate of other lenders, collectively Perceptive. The Perceptive Credit Facility, as amended, consists of a secured term loan facility in an aggregate amount of up to $50,000, which will be made available under the following three tranches: (i) Tranche 1 - $30,000, available at the Perceptive Closing Date; (ii) Tranche 2 - $10,000, available no earlier than December 31, 2021; and (iii) Tranche 3 - $10,000, available no later than December 31, 2021. The Company did not draw down on the available borrowings under Tranche 2 or Tranche 3. The Perceptive Credit Facility will bear interest through maturity at a variable rate based upon the one-month LIBOR rate plus 11.0%, subject to a LIBOR floor of 1.0%. As of December 31, 2021, the interest rate was 12.0%. The Company is required to make interest-only payments until May 31, 2024, after which point the Company will be required to make monthly payments of principal equal to 3.0% of the then outstanding principal until maturity on June 30, 2025, or the Maturity Date. If the Company prepays the loan prior to the Maturity Date, it will be required to pay a prepayment fee guaranteeing Perceptive a 1.5 times return on any prepaid amount. A change of control, which includes a new entity or group owning more than 35.0% of the Company’s voting stock, or prior to an IPO, the failure of the existing holders to own at least 35.0% of the Company’s voting stock, trigger a mandatory prepayment of the term loan. The Business Combination did not trigger this clause as existing holders retained greater than 35% of the combined Company’s voting stock. The Company paid issuance costs of $750 in connection with its entry into the Perceptive Credit Facility. The Company concluded the contingent put options that could require mandatory repayment upon the occurrence of an event of default, change of control and certain other events represent an embedded derivative required to be bifurcated from the debt host instrument and accounted for separately and recorded an embedded debt derivative of $675 as of December 31, 2020 and December 31, 2021. Any changes to the derivative liability in future periods will be recognized as interest and other (expense) income, net in the consolidated statements of operations and comprehensive loss. The Perceptive Credit Facility is secured by substantially all the assets of the Company, including our intellectual property. The Credit Facility requires the Company to (i) maintain a minimum aggregate cash balance of $5,000 in one or more controlled accounts, and (ii) as of the last day of each fiscal quarter commencing with the fiscal quarter ending March 31, 2022, report revenues for the trailing 12-month period that exceed the amounts set forth in the Perceptive Credit Facility which range from $5,750 for the fiscal quarter ending March 31, 2022 to $125,000 for the fiscal quarter ending March 31, 2025. The Perceptive Credit Facility contains various affirmative and negative covenants that limit the Company’s ability to engage in specified types of transactions. The Company was in compliance with the covenants under the Perceptive Credit Facility as of December 31, 2021. On the Perceptive Closing Date, Perceptive received a warrant certificate exercisable into 775,000 shares of Legacy Pear Series C preferred stock, and had the Company borrowed under Tranche 2 or Tranche 3, the Company would have been obligated to issue two additional warrants, the Additional Warrants, to Perceptive each to purchase up to 50,000 shares of Legacy Pear Series C preferred stock. In the event the Company issued Legacy Pear Series D preferred stock, Perceptive had the right to convert the Legacy Pear Series C preferred stock warrant into a warrant to purchase Legacy Pear Series D preferred stock, and the exercise price shall be automatically adjusted to equal the original per share price for Legacy Pear Series D preferred stock. On the Perceptive Closing Date, the Company issued freestanding Legacy Pear Series C preferred stock warrants to Perceptive, which were converted to Legacy Pear Series D preferred stock warrants at the time of the Legacy Pear Series D funding round. The Legacy Pear Series D preferred stock warrants were exercisable for 1,012,672 shares of Legacy Pear Series D preferred stock. The Legacy Pear Series D preferred stock warrants have an exercise price of $5.51 per share and would have expired in 2030 and were exercisable at any time prior to the ten-year anniversary of the Perceptive Closing Date of the Perceptive Credit Facility. At issuance, the Company determined that the warrant is liability-classified and would be remeasured at fair value each reporting period, with changes in fair value recorded in the consolidated statements of operations and comprehensive loss. The Additional Warrants would have been issued as warrants to purchase 65,333 shares of Legacy Pear Series D-1 preferred stock. On November 30, 2021, Perceptive net exercised 1,012,672 Legacy Pear Series D warrants pursuant to which Perceptive obtained 629,057 shares of Legacy Pear Series D-1 preferred stock in a cashless exercise, and subsequently converted the 629,057 shares of Legacy Pear Series D-1 preferred stock into 629,057 shares of Legacy Pear common stock which were then converted into 926,232 shares of Class A common stock as adjusted by the exchange ratio based on a per share price of $9.87 per share, the THMA closing price on June 22, 2021. See Notes 1 and 3 for more information. On March 25, 2022, we amended the Perceptive Credit Facility to adjust certain covenants under the agreement. The amendment included among other things, reducing the required minimum trailing 12-month revenue for the fiscal quarter ending March 31, 2022 through the fiscal quarter ending March 31, 2025. On the Perceptive Closing Date, the Company received proceeds of $28,500, net of fees and expenses of $1,500. As of December 31, 2021, no further borrows were taken under the Credit Facility. The outstanding balance of the Perceptive Credit Facility was: Perceptive Credit Facility December 31, 2021 Principal $ 30,000 Less: Debt issuance costs and discount at issuance (3,007) Net carrying amount $ 26,993 As discussed in Note 1, due to the substantial doubt about the Company’s ability to continue operating as a going concern for twelve months from the issuance date of these financial statements, the amounts due as of December 31, 2021, have been classified as current in the consolidated balance sheet. Future minimum payments, including contractual interest, under the Perceptive Credit Facility as of December 31, 2021 are as follows: Year ended December 31, Amounts 2022 3,650 2023 3,650 2024 10,603 2025 24,039 Total $ 41,942 Less: Interest payable (11,942) Unamortized debt issuance costs (3,007) Current portion of long-term debt (26,993) Long-term debt $ — SVB Term Loan (Extinguished June 30, 2020) On June 30, 2020, using the proceeds from the Perceptive Credit Facility, the Company paid the then outstanding principal of $14,889, outstanding interest, a termination fee of $169 and a final payment amount of $1,080, which was equal to 6.75% of all amounts borrowed under the term loan on its then existing loan and security agreement with Silicon Valley Bank, or SVB, or the SVB Term Loan resulting in a loss on extinguishment of debt of $998. As part of entering into the amendments to the SVB Term Loan in 2019 and 2018, the Company issued warrants to purchase 17,019 and 28,486 shares of Legacy Pear common stock, respectively, at an exercise price of $1.60 and $1.05 per share, respectively, in cash or pursuant to the net exercise provisions of the warrants. The Company estimated the fair value of the warrants at issuance to be $27 and $30, respectively, using the Black Scholes option-pricing model. The warrants would have expired on June 28, 2029 and June 8, 2028, respectively. In addition, in connection with a borrowing in 2020 the Company issued warrants to purchase 35,817 shares of common stock at an exercise price of $1.60 per share in cash or pursuant to the net exercise provisions of the warrants. The Company estimated the fair value of the warrants at issuance to be $57, using the Black Scholes option-pricing model. The warrants are automatically exercised through cashless exercise if not exercised prior to the expiration date. In addition, in 2016 with the initial SVB Term Loan, the Company granted the lender a Legacy Pear Series A preferred stock warrant which is exercisable for 32,711 shares of Legacy Pear Series A preferred stock. The exercise price of the Legacy Pear Series A preferred stock warrant was $0.9171 per share and the Series A preferred stock |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Leases As of December 31, 2021, the Company leases office space under non-cancelable operating leases in three cities, Boston, Massachusetts, consisting of approximately 19,000 square feet that will expire on June 1, 2028, including approximately 900 square feet that the Company will take over on January 1, 2022, San Francisco, California, consisting of approximately 17,000 square feet that will expire on July 31, 2025 and Raleigh, North Carolina, consisting of approximately 7,700 square feet that will expire on May 31, 2026. We have the right and option to extend each of the Boston and Raleigh leases for a five year period. We recognized rent expense of $2,798 and $2,067 for the years ended December 31, 2021 and 2020, respectively. The Company has $1,007 and $577 in deferred rent recorded within other long-term liabilities in the consolidated balance sheet as of December 31, 2021 and 2020, respectively. Future commitments under non-cancelable lease agreements are as follows: Years ended December 31, Lease Commitments 2022 2,809 2023 2,912 2024 3,176 2025 2,734 2026 and thereafter 3,879 Total 15,510 In addition to rent, certain leases require the Company to pay additional amounts for taxes, insurance, maintenance and other operating expenses. Licenses Related to our Commercial Products As of December 31, 2021, the Company has four license agreements related to its commercialized products. The Invention Science Fund I, LLC The Company entered into a contribution and license agreement for Pharmaceutical Field of Use, or FOU, with The Invention Science Fund I, LLC, or ISF, in February 2015, as amended on February 28, 2018, or ISF Contribution and License Agreement. The ISF Contribution and License Agreement superseded an original contribution and license agreement between the Company and ISF dated December 31, 2013. Under the ISF Contribution and License Agreement, ISF granted the Company certain licenses under specified patent rights to develop and commercialize licensed products either independently and/or with a drug combination product for use in connection with the treatment of central nervous system disorders. The ISF Contribution and License Agreement contains minimum annual royalty obligations. To the extent there are sales of a licensed product, the Company is required to pay low- single-digit royalties on net revenue. For the years ended December 31, 2021 and December 31, 2020, the Company recorded minimum annual royalty fees of $1,050 and $800 to ISF, respectively. Red 5 Group, LLC In January 2015, the Company entered into a software license agreement with Red 5 Group, LLC, or Red 5, and in March 2018, the parties entered into an amended and restated software license agreement, or Amended Red 5 Group License. Under the original software license agreement, Red 5 licensed the Company certain technology and materials relating to the treatment of psychological and substance use disorders, pursuant to which the Company, received, inter alia, an exclusive, worldwide, sublicensable, royalty-bearing license to develop and commercialize integrated products incorporating the licensed technology and materials. The Company agreed to use commercially reasonable efforts to develop integrated products in accordance with the development plan, to introduce any integrated products that gain regulatory approval into the commercial markets, to market integrated products that have gained regulatory approval following such introduction into the market, and to make integrated products that have gained regulatory approval reasonably available to the public. In March 2018, pursuant to the Amended Red 5 Group License, the parties expanded the scope of exclusivity of the license, increased certain specified annual license maintenance fees, and required the Company to pay Red 5 an amendment fee, which was paid in April 2018. On July 1, 2021, the parties amended the Amended Red 5 Group License to further clarify certain terms and increase the royalty rate by a de minimis amount. To the extent achieved, the Company is obligated to pay up to an aggregate of $400 if certain milestones related to product regulatory approval and commercial sales are achieved in respect to a software/drug combination, which is not currently being pursued by the Company. To the extent there are sales of an integrated product, the Company is required to pay single-digit royalties on net revenues. The Company is entitled to certain reductions and offsets against its royalty and milestone payment obligations, including the annual license maintenance fees. On July 1, 2021, the parties amended the Amended Red 5 License Agreement to further clarify certain terms and increase the royalty rate by a de minimis amount. The Company pays minimum annual maintenance fees to Red 5 Group, LLC, or Red 5, in connection with reSET and reSET-O. For the years ended December 31, 2021 and December 31, 2020, the Company recorded minimum annual maintenance fees of $250 and $103 to Red 5, respectively. BeHealth Solutions, LLC and University of Virginia Patent Foundation In March 2018, the Company and BeHealth Solutions, LLC, or BeHealth, entered into an assignment, license and services agreement, or the BeHealth Agreement, as well as a consulting agreement. The BeHealth Agreement closed in June 2018 and the Company paid an up-front fee. Under the BeHealth Agreement, the Company obtained license rights to certain technology and materials relating to a therapeutic treatment for insomnia. The consulting agreement is for services to be charged on a time-and-materials basis. During the year ended December 31, 2020, the Company paid a milestone payment to BeHealth of $750 upon the FDA’s marketing authorization of Somryst, a PDT intended for use in the treatment of adults with chronic insomnia. During September 2021, a commercial milestone under the license agreement with BeHealth was achieved and the Company paid $1,000 during the year ended December 31, 2021. The milestone payments are capitalized in other long-term assets in the accompanying consolidated balance sheets and amortized on a straight-line basis to cost of product revenue over the estimated useful life of five years. The BeHealth Agreement continues in force until the expiration of all milestone and royalty payment obligations, unless terminated earlier in accordance with its terms. The Company could be obligated to make payments of up to an additional $26,000 in the aggregate upon achievement of various commercial milestones and a mid-to-high-single-digit royalty on net sales. The Company pays royalties based on net revenues of the sales of Somryst to BeHealth Solutions, LLC, or BeHealth, and the University of Virginia Patent Foundation, or UVPF. The Company recorded de minimis royalties to BeHealth and UVPF for the years ended December 31, 2021 and 2020, respectively. Guarantees and Indemnifications As permitted under Delaware law, the Company indemnifies its officers, directors and employees for certain events or occurrences that happen by reason of the relationship with, or position held at, the Company. In addition, the indemnification agreements entered into with our board members, Messrs. Schwab and Lynch, also provide certain indemnification rights to the entities with which they are affiliated. The Company maintains director and officer liability insurance coverage that would generally enable it to recover a portion of any future amounts paid. The Company may also be subject to indemnification obligations by law with respect to the actions of its employees under certain circumstances and in certain jurisdictions. Further, the Company is a party to a variety of agreements in the ordinary course of business under which it may be obligated to indemnify third parties with respect to certain matters. For the years ended December 31, 2021 and 2020, the Company had not experienced any losses related to these indemnification obligations, and no claims were outstanding as of December 31, 2021. The Company does not expect significant claims related to these indemnification obligations and consequently concluded that the fair value of these obligations is negligible and no related accruals were recorded. Purchase Commitment On June 17, 2021, and later amended on August 3, 2021, the Company entered into a non-cancelable purchase obligation for a subscription to the Palantir Foundry cloud platform , including support services, updates, and related professional services with Palantir for $9,300 payable over three years, continuing through September 30, 2024. Through December 31, 2021, the Company recorded $2,983 under the terms of the agreement, $2,503 of which is included in prepaid expenses on the consolidated balance sheet as of December 31, 2021. Assignment and License Agreement In November 2021, the Company and Waypoint Health Innovations, LLC (“Waypoint”) entered into an Assignment Agreement and Intellectual Property License Agreement (collectively, the “Waypoint Agreement”). The Waypoint Agreement closed in December 2021, under which the Company obtained software, documentation, and other intellectual property rights relating to the therapeutic treatment of depression. At the same time, the Company entered into a consulting agreement with the Chief Executive Officer of Waypoint to provide certain services to Pear to be charged on a time-and-materials basis. The Company made an upfront payment of $1,350, and is required to make annual payments starting in the second half of 2022 of $250 per year through 2026 or until a commercial milestone payment is made under the agreement. The upfront payment and the net present value of the annual payments of $1,011 were capitalized and recorded as an intangible asset in consolidated balance sheet at December 31, 2021, and will be amortized over five years. The net present value of the annual payments was recognized as a seller financing liability, and classified within accrued expenses and other current liabilities and other long-term liabilities on the balance sheet. The Company will be obligated to pay mid-single digit royalties on net revenues of any commercialized products that incorporate the assets obtained under the Waypoint Agreement. Additionally, the Company could be obligated to make payments of up to an additional $2,500 in the aggregate upon achievement of certain regulatory and commercial milestones. Through December 31, 2021, no royalties have been paid to Waypoint. Legal Proceedings |
PAST COLLABORATION AND LICENSE
PAST COLLABORATION AND LICENSE AGREEMENT | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
PAST COLLABORATION AND LICENSE AGREEMENT | PAST COLLABORATION AND LICENSE AGREEMENT Novartis Agreement (Terminated in June 2020) In March 2018, the Company entered into a collaboration agreement with Novartis Institutes for Biomedical Research, or NIBR, or the Novartis Agreement, to develop PDTs for Schizophrenia and Multiple Sclerosis, or MS. The two companies worked together towards developing new treatments for patients with schizophrenia and MS to better address the full burden of their illnesses. On March 30, 2020, NIBR terminated the collaboration agreement for convenience with the Company relative to both the schizophrenia and MS programs. The termination was subject to a 90-day notice period and was effective as of June 29, 2020. Under the Novartis Agreement, the Company received a non-refundable up-front payment of $5,000. The agreement included research and development funding, as well as future regulatory and commercial milestones and mid-to-high single-digit royalties on net sales of the two products. Contemporaneous with the Novartis Agreement, NIBR purchased 1,158,292 shares of Legacy Pear Series B preferred stock at $4.3167 per share, resulting in aggregate proceeds to the Company of $5,000. The Company allocated the proceeds from NIBR’s purchase of Legacy Pear Series B preferred stock to stockholders’ equity since the purchase price was equal to the price paid by other Legacy Pear Series B investors and the transaction was completed within a short period following the initial Legacy Pear Series B closing. The Company invoiced NIBR and received $3,105 for reimbursement of research and development costs during the year ended December 31, 2020. NIBR had a buyout option with respect to each of the Schizophrenia and MS products, together the Buyout Option. If the Buyout Option was exercised, the license would have converted to a fully paid, perpetual, irrevocable and exclusive (as to the application) license. The Company determined that the Buyout Option was not priced at a significant discount due to the early nature of both the development efforts and the PDTs market as a whole. Accordingly, the Buyout Option did not represent a material right and was not considered a separate performance obligation. The Company concluded that the license agreement is within the scope of ASC 606. The Company identified several material promises under the Novartis Agreement, including (i) the license of intellectual property, (ii) continued technical development, regulatory and preclinical activities of the products and (iii) participating on a JSC. The Company determined that the material promises were not distinct from one another and, therefore, combined them as a single performance obligation, or the Novartis Combined License and Development. The NIBR initial transaction price was composed solely of the $5,000 up-front payment and the initial agreed-upon reimbursement of costs related to certain technical and clinical development activities, or the Pear Novartis Development Efforts. Any potential future payments pursuant to additional Pear Novartis Development Efforts or achievement of regulatory, net sales milestones or royalties were evaluated under the most likely amount method and were not included in the Novartis initial transaction price because the amounts were considered variable consideration and were initially fully constrained. As part of the evaluation of the constraint, the Company considered numerous factors, including that receipt of such payments was largely outside the control of the Company. These amounts were added to the transaction price when the related regulatory or net sales milestones are achieved or as relates to Pear Novartis Development Efforts, as additional amounts are formally approved by the JSC. Due to the lack of historical perspective on efforts necessary to commercialize PDTs, future reimbursements related to continued Pear Novartis Development Efforts could not be reasonably estimated beyond the amounts that were approved at the JSC annually for the succeeding 12 months. Adjustments were recorded on a cumulative catch-up basis. Due to a milestone achievement and increases in JSC approved budgets, the transaction price was increased, resulting in a cumulative catch-up impact on collaboration revenue of approximately $600 for the year ended December 31, 2019. As the Company identified only one distinct performance obligation in the Novartis Agreement, the entirety of the NIBR transaction price was allocated to the Novartis Combined License and Development and was being recognized over the expected term of the agreement, which has been estimated at five years, ratably over the performance period, which, in management’s judgment, was the best measure of progress toward satisfying the performance obligation. The Company utilizes judgment to assess the nature of the combined performance obligation and the appropriate method of measuring progress for purposes of recognizing revenue. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. In connection with the termination of the agreement, on the effective date of the termination, June 29, 2020, deferred revenue of $8,261 was recognized. |
PAST COLLABORATION AND LICENSE AGREEMENT | PAST COLLABORATION AND LICENSE AGREEMENT Novartis Agreement (Terminated in June 2020) In March 2018, the Company entered into a collaboration agreement with Novartis Institutes for Biomedical Research, or NIBR, or the Novartis Agreement, to develop PDTs for Schizophrenia and Multiple Sclerosis, or MS. The two companies worked together towards developing new treatments for patients with schizophrenia and MS to better address the full burden of their illnesses. On March 30, 2020, NIBR terminated the collaboration agreement for convenience with the Company relative to both the schizophrenia and MS programs. The termination was subject to a 90-day notice period and was effective as of June 29, 2020. Under the Novartis Agreement, the Company received a non-refundable up-front payment of $5,000. The agreement included research and development funding, as well as future regulatory and commercial milestones and mid-to-high single-digit royalties on net sales of the two products. Contemporaneous with the Novartis Agreement, NIBR purchased 1,158,292 shares of Legacy Pear Series B preferred stock at $4.3167 per share, resulting in aggregate proceeds to the Company of $5,000. The Company allocated the proceeds from NIBR’s purchase of Legacy Pear Series B preferred stock to stockholders’ equity since the purchase price was equal to the price paid by other Legacy Pear Series B investors and the transaction was completed within a short period following the initial Legacy Pear Series B closing. The Company invoiced NIBR and received $3,105 for reimbursement of research and development costs during the year ended December 31, 2020. NIBR had a buyout option with respect to each of the Schizophrenia and MS products, together the Buyout Option. If the Buyout Option was exercised, the license would have converted to a fully paid, perpetual, irrevocable and exclusive (as to the application) license. The Company determined that the Buyout Option was not priced at a significant discount due to the early nature of both the development efforts and the PDTs market as a whole. Accordingly, the Buyout Option did not represent a material right and was not considered a separate performance obligation. The Company concluded that the license agreement is within the scope of ASC 606. The Company identified several material promises under the Novartis Agreement, including (i) the license of intellectual property, (ii) continued technical development, regulatory and preclinical activities of the products and (iii) participating on a JSC. The Company determined that the material promises were not distinct from one another and, therefore, combined them as a single performance obligation, or the Novartis Combined License and Development. The NIBR initial transaction price was composed solely of the $5,000 up-front payment and the initial agreed-upon reimbursement of costs related to certain technical and clinical development activities, or the Pear Novartis Development Efforts. Any potential future payments pursuant to additional Pear Novartis Development Efforts or achievement of regulatory, net sales milestones or royalties were evaluated under the most likely amount method and were not included in the Novartis initial transaction price because the amounts were considered variable consideration and were initially fully constrained. As part of the evaluation of the constraint, the Company considered numerous factors, including that receipt of such payments was largely outside the control of the Company. These amounts were added to the transaction price when the related regulatory or net sales milestones are achieved or as relates to Pear Novartis Development Efforts, as additional amounts are formally approved by the JSC. Due to the lack of historical perspective on efforts necessary to commercialize PDTs, future reimbursements related to continued Pear Novartis Development Efforts could not be reasonably estimated beyond the amounts that were approved at the JSC annually for the succeeding 12 months. Adjustments were recorded on a cumulative catch-up basis. Due to a milestone achievement and increases in JSC approved budgets, the transaction price was increased, resulting in a cumulative catch-up impact on collaboration revenue of approximately $600 for the year ended December 31, 2019. As the Company identified only one distinct performance obligation in the Novartis Agreement, the entirety of the NIBR transaction price was allocated to the Novartis Combined License and Development and was being recognized over the expected term of the agreement, which has been estimated at five years, ratably over the performance period, which, in management’s judgment, was the best measure of progress toward satisfying the performance obligation. The Company utilizes judgment to assess the nature of the combined performance obligation and the appropriate method of measuring progress for purposes of recognizing revenue. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. In connection with the termination of the agreement, on the effective date of the termination, June 29, 2020, deferred revenue of $8,261 was recognized. |
CAPITAL STOCK
CAPITAL STOCK | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
CAPITAL STOCK | CAPITAL STOCK The Company’s authorized capital stock consists of (a) 690,000,000 shares of common stock, par value $0.0001 per share; and (b) 10,000,000 shares of preferred stock, par value $0.0001 per share. As of December 31, 2021, there were 137,836,028 shares of Class A common stock issued and outstanding and 14,213,277 Warrants to purchase the Company’s Class A common stock outstanding. As of December 31, 2021, there were no shares of preferred stock issued or outstanding. Legacy Convertible Preferred Stock In connection with the Business Combination, the Legacy Convertible Preferred Stock was retroactively adjusted, converted into Class A common stock, and reclassified to permanent equity as a result of the reverse recapitalization. As of December 31, 2021, there is no Legacy Convertible Preferred Stock authorized, issued or outstanding. The following table summarizes details of Legacy Convertible Preferred Stock authorized, issued and outstanding immediately prior to the Business Combination: Legacy Convertible Preferred Series Par Value Authorized (1) Issued and Outstanding (1) Carrying Value Series A $ 0.0001 20,385,183 20,308,856 $ 26,708 Series B 0.0001 11,808,789 11,808,789 50,686 Series C 0.0001 8,951,819 8,951,819 64,197 Series D-1 0.0001 16,436,653 15,293,315 109,633 Series D-2 0.0001 8,109,888 8,109,888 40,168 Total 65,692,332 64,472,667 $ 291,392 (1) Shares authorized, shares issued and outstanding, and the conversion price/share have been adjusted to reflect the exchange of Legacy Pear’s common stock for Class A common stock at an exchange ratio of approximately 1.47 as a result of the Business Combination. See Note 3 for further information. The relevant features of the Legacy Pear Series A preferred stock, Legacy Pear Series B preferred stock, Legacy Pear Series C preferred stock and Legacy Pear Series D preferred stock, collectively, the Legacy Preferred Stock, prior to the conversion in the Business Combination, were as follows: Conversion —The holders of Legacy Pear preferred stock had the right, at their option at any time, to convert any such shares of Legacy Preferred Stock into fully paid and nonassessable shares of Legacy Pear common stock The conversion ratio is determined by dividing the purchase price by the conversion price, which is equal to $0.9171, $4.3167, $7.1935, $6.5388, and $3.9458 per share for the Legacy Pear Series A, B, C, D-1, and D-2 preferred stock, respectively. The conversion price was subject to change if certain dilutive events occurred. Conversion was mandatory upon the closing of a firm commitment, underwritten initial public offering in which the aggregate net proceeds to the Company were at least $100,000 and have an offering price to the public of at least $11.01 per share or upon the election of a majority of the holders of the Legacy Preferred Stock. Anti-Dilution Features —Legacy Pear Series D preferred stock contained anti-dilutive features apart from customary adjustments for splits and reverse splits of common stock (collectively, “ down round features ”). When a series of convertible preferred stock contains non-standard down round features, the Company is required to adjust the conversion price in the event of future stock sales at a lower unit price. In the event down round adjustments are triggered, the values attributable to the adjustment to the convertible preferred stock conversion price are recorded as an increase to additional paid-in capital and an increase to accumulated deficit. For the years ended December 31, 2020 and 2021 no down round features were triggered. Voting Rights —The holders of the Legacy Preferred Stock voted together with the holders of common stock as a single class and each holder of outstanding shares of Legacy Preferred Stock was entitled to cast the number of votes equal to the number of whole shares of common stock into which the shares of Legacy Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter. The holders of record of the shares of Legacy Pear Series D preferred stock, exclusively and as a separate class, were entitled to elect one director of the Company. The holders of record of the shares of Legacy Pear Series B preferred stock, exclusively and as a separate class, were entitled to elect one director of the Company. The holders of record of the shares of Legacy Pear Series A preferred stock, exclusively and as a separate class, were entitled to elect three directors of the Company; and any remaining directors were elected by the holders of record of shares of Legacy Preferred Stock and common stock, voting together as a single class on an as-converted to common stock basis. Dividends —The holders of Legacy Convertible Preferred Stock were entitled to receive dividends at the rate of 8% of the original issue price for each series of Legacy Convertible Preferred Stock payable only when, as and if, declared by the Company’s board of directors. Through the date of the Business Combination, no dividends had been declared. Liquidation Rights —In the event of any voluntary or involuntary liquidation, dissolution, or winding-up of the affairs of the Company, each holder of a share of the Legacy Pear Series D preferred stock then outstanding was entitled to be paid out of the assets of the Company available for distribution before any payment shall be made to the holders of Legacy Pear Series C, Legacy Pear Series B, Legacy Pear Series A preferred stock and common stock an amount equal to the original purchase price per share ($6.5388 and $3.9458 for Legacy Pear Series D-1 and D-2, respectively), plus any dividends declared, but unpaid thereon. From the remaining assets, Legacy Pear Series C preferred stock then outstanding was entitled to be paid out of the assets of the Company available for distribution before any payment shall be made to the holders of Legacy Pear Series B, Legacy Pear Series A preferred stock and common stock an amount equal to $7.1935 per share, plus any dividends declared, but unpaid thereon. From the remaining assets, Legacy Pear Series B preferred stock then outstanding was entitled to be paid out of the assets of the Company available for distribution before any payment shall be made to the holders of Legacy Pear Series A preferred stock and common stock an amount equal to $4.3167 per share, plus any dividends declared, but unpaid thereon. From the remaining assets, each holder of a share of the Legacy Pear Series A preferred stock then outstanding was entitled to be paid out of the assets of the Company available for distribution before any payment shall be made to the holders of common stock an amount equal to $0.9171 per share, plus any dividends declared, but unpaid thereon. Any remaining assets were to be distributed among the holders of the shares of Preferred Stock and common stock on a pro-rata basis. Redemption Rights —Legacy Preferred Stockholders are not entitled to any redemption rights other than those under their liquidation rights previously discussed above. Legacy Pear Series D Convertible Preferred Stock Issuance On November 2, 2020, the Company authorized the issuance of 13,377,998 shares of Legacy Pear Series D-1 convertible preferred stock, or the Legacy Pear Series D-1 Preferred Stock, at $4.4400 per share and the issuance of 9,861,666 shares of Legacy Pear Series D-2 convertible preferred stock, or the Legacy Pear Series D-2 Preferred Stock, at $2.6800 per share. On that date, various existing and new investors entered into the Legacy Pear Series D preferred stock purchase agreements, or the Legacy Pear Series D Agreements, which resulted in the issuance of an aggregate 20,344,538 shares of Legacy Pear Series D preferred stock for aggregate gross cash proceeds of $112,000. In conjunction with the issuance of Legacy Pear Series D preferred stock, the Company incurred issuance costs totaling $768. In connection with the Legacy Pear Series D-1 Preferred Stock and Legacy Pear D-2 Preferred Stock issuance, the Company recorded a loss of $16,819, which represents the amount by which the estimated fair value of the shares exceeded the cash proceeds received. In addition, in connection with the Legacy Pear Series D-2 Preferred Stock offering, the Company commenced a tender offer to purchase up to 8,109,888 shares of Legacy Pear common stock or securities convertible into shares of Legacy Pear common stock from certain employees with tenure over four years, former employees and other stockholders, at a purchase price of $3.9433 per share for an aggregate cost of $31,980 excluding fees and expenses of $20. The tender offer expired on December 7, 2020. In connection with the tender offer, the Company purchased 2,788,732 shares of Legacy Pear common stock from the President and CEO, and 41,100 Legacy Pear common shares from certain eligible employees, at a purchase price of $3.9433 per share totaling $11,159 and resulting in a stock-based compensation expense of $7,254, representing the difference between the purchase price and the estimated fair value of the Legacy Pear common stock on the date of the sale. The Company also repurchased 1,656,467 Legacy Pear common shares from other shareholders for a total purchase price of 6,532. In total, the Company repurchased 4,486,299 shares of Legacy Pear common stock from investors having a total purchase price of $17,691. In addition, the Company repurchased 3,617,798 shares of Legacy Pear Series A preferred stock and 5,791 shares of Legacy Pear Series B preferred stock from certain investors having a total purchase price of $14,289, which exceeded the carrying value of the Legacy Pear preferred stock by $11,053. The excess amount paid over the carrying value for the Legacy Pear common and Legacy Pear preferred stock repurchased from investors has been recorded as a reduction to additional paid-in capital and accumulated deficit in the consolidated statement of stockholders’ equity. On February 23, 2021, the Company issued 3,058,665 shares of Legacy Pear Series D-1 convertible preferred stock at the price of $6.5388 per share, resulting in proceeds of $20,000, or the Legacy Pear Series D-1 Extension and incurred issuance costs totaling $83. In connection with the Legacy Pear Series D-1 Extension, the Company recorded a loss of $2,053, which represents the amount by which the fair value of the Legacy Pear shares exceeded the cash proceeds received. As a result of the Business Combination, all of the shares of Legacy Pear stock were converted into Legacy Pear common stock. Each share of Legacy Pear common stock issued and outstanding immediately prior to the closing were canceled and converted into Class A common stock at an exchange ratio of approximately 1.47. See Note 1 for more information. Warrants to Purchase Class A Common Stock In THMA’s initial public offering, it sold units at a price of $10.00 per unit, which consisted of one share of Class A Common Stock, $0.0001 par value, and one-half of a redeemable warrant (each, a “ Public Warrants ”) that entitles the holders the right to purchase one share of our Class A common stock at a price of $11.50 per share and became exercisable as of 30 days from the date of the Business Combination. The Public Warrants may only be exercised for a whole number of shares, at any time commencing 30 days after the completion of the Business Combination. A warrant holder may exercise its Public Warrants only for a whole number of Class A common stock. This means only a whole warrant may be exercised at a given time by a warrant holder. The Public Warrants expire five years after the completion of the Business Combination, or earlier upon redemption or liquidation. The Company may redeem the outstanding Public Warrants in whole and not in part at a price of $0.01 per Pubic Warrant upon a minimum of 30 days’ prior written notice of redemption, and only in the event that the last sale price of the closing price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which notice of redemption is given. If the Company redeems the Public Warrants as described above, it will have the option to require all Public Warrant holders that wish to exercise to do so on a “ cashless basis ”. As of December 31, 2021, the Company did not redeem the outstanding Public Warrants. As of December 31, 2021, there were 9,199,944 outstanding Public Warrants. The Company may redeem the outstanding Public Warrants in whole and not in part at a price of $0.10 per Pubic Warrant once the Public Warrants become exercisable, in whole and not in part at $0.10 per Public Warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the shares of Class A common stock, and the closing price of the Class A common stock equals or exceeds $10.00 per share (as adjusted) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The exercise price and number of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price. Simultaneously with the consummation of THMA’s initial public offering, THMA Sponsor LJ1, LLC (the “ Sponsor ”) purchased an aggregate of 5,013,333 warrants to purchase one share of Class A common stock at an exercise price of $11.50 (the “ Private Placement Warrants ”) at a price of $1.50 per warrant, generating total proceeds of $7,520 in the aggregate in a private placement. The Warrant Agreement, dated as of February 1, 2021, by and between the Company and Continental Stock Transfer & Trust Company also obligated the Company to use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act of 1933, as amended (the “ Securities Act ”), of the issuance of the shares of Common Stock issuable upon exercise of the Public Warrants, and to cause the same to become effective and remain effective while the Public Warrants remain outstanding. On December 23, 2021, the Company’s registration statement covering the registration of such shares became effective. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that, so long as they are held by the Sponsor or its permitted transferees: (1) they will not be redeemable by the Company for $0.01 if the criteria listed above under “ Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION AND BENEFIT PLANS For the years ended December 31, 2021 and 2020, the Company incurred stock-based compensation expenses of $3,810 and $9,026, respectively. Stock Incentive Plans On December 20, 2013, Legacy Pear’s board of directors adopted the 2013 Stock Incentive Plan, or the 2013 Plan, which provided for the grant of stock options, both incentive stock options and nonqualified stock options and restricted stock, to be granted to officers, directors, consultants, and service providers. As last amended and approved by the board of directors on November 3, 2020, the Company was permitted to grant up to 16,727,451 incentive awards under the 2013 Plan. In connection with the closing of the Business Combination, the Company adopted the 2021 Incentive Award Plan (the “ 2021 Plan ”) a shareholder-approved plan that provides for broad-based equity grants to employees and certain non-employees, including executive officers and permits the granting of restricted stock units (“ RSUs ”), stock grants, performance based awards, stock options and stock appreciation rights, as well as cash bonus awards. Each stock option from the 2013 Plan that was outstanding immediately prior to the Business Combination, whether vested or unvested, were cancelled and exchanged for a stock option to purchase our Class A common stock in the 2021 Plan at a ratio of approximately 1.47. The per share exercise price for each stock option was divided by the ratio of approximately 1.47. A total of 32,000,000 shares of our Class A common stock are initially reserved for issuance under the 2021 Plan. The 2021 Plan provides that the number of shares reserved and available for issuance under the 2021 Plan will automatically increase each January 1, beginning on January 1, 2022 and ending in 2031, by 5% of the outstanding number of Class A common stock on the immediately preceding December 31, or such lesser amount as determined by the plan administrator (Board of Directors). All stock-based awards are measured based on the grant date fair value and are generally recognized on a straight-line basis in the Company’s consolidated statement of operations and comprehensive loss over the period during which the employee is required to perform services in exchange for the award (generally requiring a four-year vesting period). RSUs granted under the 2021 Plan generally vest over three years, based on continued employment, and are settled upon vesting in shares of the Company’s Class A common stock on a one-for-one basis. During the years ended December 31, 2021 and 2020, the Company granted stock options, to purchase 9,541,714 and 3,848,401 shares of common stock with aggregate grant date fair values of $30,205 and $2,605, respectively. Common Stock Options The combined stock option activity for the year ended December 31, 2021, is as follows: Stock Options Weighted Average Exercise Price (1) Weighted-Average Remaining Contractual Life (years) Aggregate Intrinsic Value Options outstanding at 12/31/2020, as converted 13,620,077 $ 0.94 7.12 Granted 9,541,714 5.31 Exercised (1,130,923) 0.76 Canceled and forfeited (2,648,893) 1.48 Options outstanding at December 31, 2021 19,381,975 3.02 8.16 $ 71,543 Exercisable at December 31, 2021 7,341,730 $ 0.85 6.59 $ 39,251 (1) Number of options and the weighted average exercise price have been adjusted to reflect the exchange of Legacy Pear’s common stock for Class A common stock at an exchange ratio of approximately 1.47 in December 2021 as a result of the Business Combination. See Note 3 for further information. The weighted-average grant date fair value of stock options granted during the years ended December 31, 2021 and 2020, was $5.31 and $1.00 per share, respectively. The fair value of stock options that vested during the year ended December 31, 2021 was $1,852. As of December 31, 2021, the total unrecognized compensation costs related to non-vested stock options were approximately $28,894 and are expected to be recognized over a weighted average period of 3.4 years. Stock Compensation Expense The assumptions used to estimate the grant date fair value using the Black-Scholes option pricing model were as follows: Year Ended December 31, 2021 2020 Risk-free interest rate 1.01 % 0.54 % Expected volatility 68.85 % 67.65 % Expected term (years) 5.54-6.68 5.57-6.70 Expected dividend yield — % — % The Company has classified stock-based compensation in its consolidated statements of operations and comprehensive loss as follows: Year Ended December 31, 2021 2020 Cost of product revenue $ 133 $ — Research and development 1,522 793 Selling, general, and administrative (1) 2,155 8,233 Total stock-based compensation expense $ 3,810 $ 9,026 (1) In connection with the tender offer in 2020, the Company purchased 2,788,732 shares of common stock from the CEO, and 41,100 common shares from certain eligible employees, at a purchase price of $3.9433 per share totaling $11,159 and resulting in a stock-based compensation expense of $7,254, representing the difference between the purchase price and the estimated fair value of the common stock on the date of the sale. Employee Stock Purchase Plan In connection with the closing of the Business Combination, the Company adopted the 2021 Employee Stock Purchase Plan (the “ 2021 ESPP ”). The 2021 ESPP is a shareholder-approved plan under which substantially all employees may voluntarily enroll to purchase the Company’s common stock through payroll deductions at a price equal to 85% of the lower of the fair market values of the stock as of the beginning or the end of six-month offering periods. An employee’s payroll deductions under the 2021 ESPP are limited to 15% of the employee’s compensation and employees may not purchase more than $25,000 of stock during any calendar year. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES A reconciliation of the US federal statutory income rate to the Company’s effective income tax rate is as follows: Years Ended December 31, 2021 2020 Federal statutory income tax rate 21.0 % 21.0 % State income taxes, net of federal benefit 8.2 % 5.1 % Permanent differences 12.6 % (5.8) % Federal and state research and development tax credits 3.0 % 1.8 % Other (1.0) % 0.4 % Provision to return adjustment (3.2) % (0.3) % Change in deferred tax asset valuation allowance (40.6) % (22.2) % Effective income tax rate — % — % The components of the Company’s deferred tax assets are as follows: December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 55,930 $ 34,040 Deferred revenues 377 10 Research and development credit carryforwards 7,258 4,988 Accrued expenses and other 2,796 1,145 Stock-based compensation 576 167 Depreciation (227) (100) Amortization (277) — Other 240 — Total deferred tax assets 66,673 40,250 Less: valuation allowance (66,673) (40,250) Net deferred tax assets $ — $ — The Company had no income tax expense due to the operating loss incurred for the years ended December 31, 2021 and 2020. The Company’s management has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets and has determined that it is more likely than not that the Company will null recognize the benefits of the net deferred tax assets. As a result, the Company recorded a full valuation allowance at December 31, 2021 and 2020. The valuation allowance increased by $26,423 during the year ended December 31, 2021, due to the increase in deferred tax assets, primarily due to net operating loss carryforwards, research and development tax credits and accrued expenses. The valuation allowance increased by $21,566 for the year ended December 31, 2020. As of December 31, 2021, the Company has unused federal and state net operating loss carryforwards, or NOLs, available for carryforward of $218,908 and $172,082 respectively. The federal and state NOL carryforwards begin to expire after 2034. Approximately $201,538 of the federal NOLs have an indefinite carryover period. The Company also had available research and development credits for federal and state income tax purposes of $6,229 and $1,303, respectively. Utilization of the NOL, research and development credits and other tax attributes may be subject to a substantial annual limitation under Section 382 of the Internal Revenue Code of 1986 due to ownership change limitations that have occurred previously or could occur in the future. The Company has not yet completed an evaluation of the ownership changes through December 31, 2021. As of December 31, 2021 and 2020, the Company had no uncertain tax positions. The Company recognizes both interest and penalties associated with unrecognized tax benefits as a component of income tax expense. The Company has not recorded any interest or penalties for unrecognized tax benefits since its inception. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NET LOSS PER SHARE For periods in which the Company reports a net loss attributable to common stockholders, potentially dilutive securities have been excluded from the computation of diluted net loss per share as their effects would be anti-dilutive. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following potential common shares, presented based on amounts outstanding at period end, from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect: Year Ended December 31, 2021 2020 Convertible preferred stock (as converted to common stock) — 61,414,002 Outstanding common stock options 19,381,975 13,620,077 Warrants to purchase Legacy Pear common stock — 1,126,705 Private placement warrants to purchase common stock 5,013,333 — Public warrants to purchase common stock 9,199,944 — Earn-Out Shares 12,395,625 — Total 45,990,877 76,160,784 (1) Prior period results have been adjusted to reflect the exchange of Legacy Pear common stock for Class A common stock at an exchange ratio of approximately 1.47 as a result of the Business Combination. See Note 3 for further information. The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company for the year ended December 31: Year Ended December 31, 2021 2020 Numerator: Net loss $ (65,142) $ (97,023) Loss on repurchase of convertible preferred stock — (11,053) Net loss attributable to common shareholders $ (65,142) $ (108,076) Denominator: Weighted-average common shares outstanding, basic and diluted (1) 113,328,450 89,216,091 Net loss per share attributable to common stockholders, basic and diluted (1) $ (0.57) $ (1.21) |
RELATED-PARTY TRANSACTIONS
RELATED-PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED-PARTY TRANSACTIONS | RELATED-PARTY TRANSACTIONS Certain holders of Legacy Pear Series A preferred stock formerly had representation on the Company’s board of directors and purchased shares of Legacy Pear Series B preferred stock pursuant to the Legacy Pear Series B Agreement. Certain holders of Legacy Pear Series A and B preferred stock formerly had representation on the Company’s board of directors and purchased shares of Legacy Pear Series C preferred stock pursuant to the Legacy Pear Series C Agreement. Certain holders of Legacy Pear Series A, B and C preferred stock formerly had representation on the Company’s board of directors and purchased shares of Legacy Pear Series D preferred stock pursuant to the Legacy Pear Series D Agreement. In December 2020, in connection with the Legacy Pear D-2 Preferred Stock offering, the Company completed a tender offer. In connection with the tender offer, the Company purchased 2,788,732 shares of Legacy Pear common stock from the CEO, and 41,100 Legacy Pear common shares from certain eligible employees, at a purchase price of $3.9433 per share totaling $11,159 and resulting in a stock-based compensation expense of $7,254, representing the difference between the purchase price and the estimated fair value of the Legacy Pear common stock on the date of the sale. The Company also repurchased 1,656,467 Legacy Pear common shares from certain other shareholders for a total purchase price of $6,532. In total, the Company repurchased 4,486,299 shares of Legacy Pear common stock from investors having a total purchase price of $17,691. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTSThe Company has completed an evaluation of all subsequent events after the audited balance sheet date of December 31, 2021 through the filing date of this Annual Report on Form 10-K with the SEC, to ensure that these consolidated financial statements include appropriate disclosure of events both recognized in the consolidated financial statements as of December 31, 2021, and events which occurred subsequently but were not recognized in the consolidated financial statements. The Company has concluded that no subsequent events have occurred that require disclosure, except as disclosed within these consolidated financial statements and as described in Note 7. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with US generally accepted accounting principles, or GAAP. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification, or ASC, and Accounting Standards Update, or ASU, of the Financial Accounting Standards Board, or FASB. The consolidated financial statements as of December 31, 2021 and 2020 and for the years ended December 31, 2021 and 2020 include the accounts of Pear and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in the consolidated financial statements herein. |
Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with US generally accepted accounting principles, or GAAP. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification, or ASC, and Accounting Standards Update, or ASU, of the Financial Accounting Standards Board, or FASB. The consolidated financial statements as of December 31, 2021 and 2020 and for the years ended December 31, 2021 and 2020 include the accounts of Pear and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in the consolidated financial statements herein. |
Reclassification of Prior Year Presentation | Reclassification of Prior Year Presentation Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. Adjustment has been made to the Consolidated Statement of Operations for the year ended December 31, 2020, to present the change in fair value of warrant liabilities as a separate line item; this amount was included in the Interest and other (expense) income, net |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting periods. On an ongoing basis, the Company evaluates its estimates. The Company bases its estimates on historical experience and various other assumptions that the Company believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from those estimates and changes in estimates are reflected in reported results in the period in which they become known. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents, and Restricted Cash The Company considers only those highly liquid investments, readily convertible to cash, that mature within 90 days from the date of purchase to be cash equivalents. The Company’s cash equivalents include money market funds and overnight deposits. |
Investments | Investments Investments include marketable securities with maturities of less than one year or where management’s intent is to use the investments to fund current operations or to make them available for current operations. All investments in marketable securities are classified as available for sale and are reported at fair value with unrealized gains and losses excluded from earnings and reported net of tax in accumulated other comprehensive income (loss), which is a component of stockholders’ equity. Unrealized losses that are determined to be other than temporary, based on current and expected market conditions, are recognized in earnings. Declines in fair value determined to be credit-related are charged to earnings. The cost of marketable securities sold is determined by the specific identification method. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that are potentially subject to a significant concentration of credit risk consist primarily of cash, cash equivalents, investments, restricted cash and accounts receivable. The Company attempts to minimize the risk related to investments by working with highly rated financial institutions that invest in a broad and diverse range of financial instruments as defined by the Company. The Company has established guidelines relative to credit ratings and maturities intended to safeguard principal balances and maintain liquidity. The Company maintains its funds in accordance with its investment policy, which defines allowable investments, specifies credit quality standards and is designed to limit credit exposure to any single issuer. Through December 31, 2021, the Company has not experienced any losses on such deposits. One collaboration partner represented 100% of the Company’s total deferred revenue as of December 31, 2020. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions and risk of non-performance. The accounting standard establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair values requires more judgment. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs that may be used to measure fair value are: • Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. • Level 2: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. • Level 3 : Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost less accumulated depreciation. Expenditures for repairs and maintenance are expensed as incurred. Depreciation expense is recognized using the straight-line method over the estimated useful lives, which are typically: Estimated Useful Life Equipment 3 years Internal-use software 3 - 5 years Furniture and fixtures 5 years Leasehold improvements Shorter of economic useful life or The Company capitalizes costs incurred to develop internal-use software during the application development stage. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. Internal and external costs incurred in connection with the development of upgrades or enhancements that result in additional functionality are also capitalized. Amortization commences when the software is available for its intended use and is amortized on a straight-line basis over the software’s estimated useful life, calculated using a mid-quarter convention. Upon retirement or sale, the cost of the assets disposed of and the related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is included in other income (expense) in the consolidated statements of operations and other comprehensive loss. Major replacements and improvements are capitalized. Expenditures for repairs and maintenance are expensed as incurred. |
Intangible Assets | Intangible Assets Intangible assets consist of identifiable intangible assets, including developed technology, resulting from the Company’s acquisitions. Acquired identifiable finite-lived intangible assets are amortized on a straight-line basis or accelerated method over the estimated useful lives of the assets. The basis of amortization approximates the pattern in which the assets are utilized, over their estimated useful lives. |
Impairment of Long-Lived Assets and Intangible Assets Subject to Amortization | Impairment of Long-Lived Assets and Intangible Assets Subject to Amortization Long-live assets primarily include property and equipment and intangible assets, which are included in other long-term assets on the consolidated balance sheets. The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying |
Leases | Leases Rent expense for non-cancelable operating leases, including rent escalation clauses, tenant improvement allowances, and rent-free periods when applicable, is recognized on a straight-line basis over the term of the lease with the difference between required lease payments and rent expense recorded as deferred rent. The lease term begins on the commencement date as defined in the lease agreement or when the Company takes possession of or begins to control the physical use of the property, whichever is earlier. Refer to Note 8 for further information. |
Derivative Liabilities | Derivative Liabilities The Company accounts for derivative financial instruments as either equity or liabilities in accordance with ASC Topic 815, Derivatives and Hedging , or ASC 815, based on the characteristics and provisions of each instrument. Embedded derivatives are required to be bifurcated from the host instruments and recorded at fair value if the derivatives are not clearly and closely related to the host instruments on the date of issuance. Derivative instrument liabilities are classified in the consolidated balance sheets as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. |
Legacy Pear Convertible Preferred Stock | Legacy Pear Convertible Preferred Stock In connection with the Business Combination, all Legacy Preferred Shares were converted to Class A common stock. See Notes 1, 3, and 10 for further information. |
Warrant Liabilities | Warrant Liabilities Management evaluates all of the Company’s financial instruments, including issued Warrants to purchase its Class A common stock, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. As of December 31, 2021, there are 5,013,333 Private Placement Warrants that are exercisable to purchase shares of Class A common stock to investors as well as 9,199,944 Public Warrants. All of the Company’s outstanding Warrants are recognized as assets or liabilities in accordance with ASC 815-40 and adjusts the warrant asset or liability to fair value at each reporting period. The assets or liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. The Public Warrants are traded on the NASDAQ and are recorded at fair value using the closing stock price as of the measurement date. The Private Placement Warrants, which have a single holder, have similar terms and are subject to substantially the same redemption features as the Public Warrants. Accordingly, the most advantageous market for the Private Placement Warrants is determined from the perspective of the holder of such warrants as |
Earn-out Liabilities | Earn-Out Liabilities In connection with the Business Combination, holders of Legacy Pear Common Shares and Legacy Pear Preferred Shares received the contingent right to receive additional Class A common stock (the “Earn-Out Shares”) upon the achievement of certain earn-out targets. As the contingent earn-out consideration contains a settlement provision that precludes it from being indexed to the Company’s stock, it is classified as a liability under ASC 480. The fair value of the contingent earn-out consideration is estimated as of the acquisition date at the present value of the expected contingent payments using a Monte Carlo simulation. The fair value estimates use unobservable inputs that reflect our own assumptions as to the Company’s ability to meet the earn-out targets and discount rates used in the calculations. The unobservable inputs are defined in ASC Topic 820, “Fair Value Measurements and Disclosures,” as Level 3 inputs. We review the probabilities of achievement of the earn-out targets to determine the impact on the fair value of the earn-out consideration on a quarterly basis over the earn-out period. Actual results are compared to the estimates and probabilities of achievement used in our forecasts. Should actual results of the business increase or decrease as compared to our estimates and assumptions, the estimated fair value of the contingent earn-out consideration liability will increase or decrease, up to the contractual limit, as applicable. Changes in the estimated fair value of the contingent earn-out consideration are recorded in other (expense) income in the Consolidated Statements of Operations and Comprehensive Loss and are reflected in the period in which they are identified. Changes in the estimated fair value of the contingent earn-out consideration may materially impact or cause volatility in our operating results. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606) and its related amendments, or, collectively, ASC 606. At inception, the Company determines whether contracts are within the scope of ASC 606 or other topics. For contracts that are determined to be within the scope of ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods and services. To achieve this core principle, the Company applies the following five steps (i) identify the contract with the customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when the performance obligation is satisfied. The Company only applies the five-step model to contracts when it determines that collection of substantially all consideration for goods or services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. Performance obligations promised in a contract are identified based on the goods and services that will be transferred to the customer that are both capable of being distinct and are distinct in the context of the contract. To the extent a contract includes multiple promised goods and services, the Company applies judgment to determine whether promised goods and services are both capable of being distinct and distinct in the context of the contract. If these criteria are not met, the promised goods and services are accounted for as a combined performance obligation. The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods and services to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method, depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in management’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Any estimates, including the effect of the constraint on variable consideration, are evaluated at each reporting period for any changes. Determining the transaction price requires significant judgment, which is discussed in further detail for each of the Company’s collaboration agreements in Note 9. In addition, none of the Company’s contracts as of December 31, 2021, contained a significant financing component. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of a single performance obligation. The Company typically determines standalone selling prices using an adjusted market assessment approach model. The Company satisfies performance obligations either over time or at a point in time. Revenue is recognized over time if either (i) the customer simultaneously receives and consumes the benefits provided by the entity’s performance, (ii) the entity’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced, or (iii) the entity’s performance does not create an asset with an alternative use to the entity and the entity has an enforceable right to payment for performance completed to date. If the entity does not satisfy a performance obligation over time, the related performance obligation is satisfied at a point in time by transferring the control of a promised good or service to a customer. Product Revenue Recognition —Product revenue includes sales of the Company’s products, reSET, reSET-O and Somryst, all of which are PDTs that have received marketing authorization by the FDA. reSET and reSET-O are FDA-authorized, 12-week, prescription-only therapeutics for substance use disorder, or SUD, and opioid use disorder, or OUD, respectively, to be used as adjuncts to standard outpatient treatment. Our third product, Somryst, achieved FDA marketing authorization in March 2020, for the treatment of chronic insomnia and the Company began to commercialize Somryst in October 2020. Sales of our products include multiple performance obligations, some of which are satisfied at the point in time when the products are made available to the customer (under a bulk order) or when a prescription is fulfilled, and some of which are recognized over the term of the contract or over the prescription period. For the year ended December 31, 2021, the majority of our revenue was generated through bulk purchases from three customers, all of whom were state governments or agencies, who represented 34%, 23%, and 10% respectively of total revenue. Licensing, Milestone and Contract Revenue —Prior to 2021, the Company’s revenue has primarily been generated through collaborative research, development and commercialization agreements, under which it out-licensed certain rights to its products to third parties. The terms of these agreements generally contained multiple performance obligations, which included (i) licenses, or options to obtain licenses, to the Company’s technology and (ii) research and development activities to be performed on behalf of the collaborative partner. Payments to the Company under these arrangements typically include one or more of the following: nonrefundable, up-front license fees; funding of research and/or development efforts; development, regulatory and commercial milestone payments; royalties on net sales of licensed products; and profit-share payments. Each of these payments resulted in license and collaboration revenue, except for revenue from royalties on net sales of licensed products, which are classified as royalty revenue. Licenses of Intellectual Property —If the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenue from consideration allocated to the license when the license is transferred to the customer and the customer is able to use and benefit from the licenses. For licenses that are combined with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from nonrefundable, up-front fees. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Research and Development Funding —Arrangements that include reimbursements of research and development costs are generally combined with other promises and are generally considered to have variable consideration. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. If and when the Company assesses that these reimbursements are probable, the Company adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect collaboration revenue and earnings in the period of adjustment. Research and development funding arrangements that include milestones are recognized as described below. Development Milestone Payments —At the inception of each arrangement that includes nonrefundable payments for contingent milestones, including preclinical research and development, clinical development and regulatory milestones, the Company evaluates whether the milestones are considered probable of being achieved and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the control of the Company or the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. The transaction price is then allocated to each performance obligation on a relative stand-alone selling price basis, for which the Company recognizes revenue as or when the performance obligation under the contract is satisfied. At the end of each reporting period, the Company reevaluates the probability of the achievement of contingent milestones and the likelihood of a significant reversal of such milestone revenue and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenue and earnings in the period of adjustment. This regular reassessment may result in recognition of revenue related to a contingent milestone payment before the milestone event has been achieved. Commercial Milestone Payments and Royalties —For arrangements that include sales-based royalties, including milestone payments based on the level of sales and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied or partially satisfied. Deferred Revenue —In general, deferred revenue arises from amounts received in advance of the culmination of the earnings process and is recognized as revenue in future periods as performance obligations are satisfied. Deferred revenue expected to be recognized within the next twelve months is classified as a current liability. Upfront payment contract liabilities resulting from the Company’s license agreements do not represent a financing component as the payment is not financing the transfer of goods or services, and the technology underlying the licenses granted reflects research and development expenses already incurred by the Company. Commissions —During the years ended December 31, 2021 and 2020, the Company paid commissions to its internal sales team. The Company acts as a principal in the contracts with their partners as the Company controls the product, establishes the price and bears the risk of non-performance. The Company records the revenue on a gross basis and commissions are recorded as a sales and marketing expense in the consolidated statements of operations and comprehensive loss. The Company recognizes its commission expense as a point-in-time expense as contract obligations are primarily completed within a one-year contract period. Accounts Receivable and Allowance for Doubtful Accounts —In general, accounts receivable consists of amounts due from customers, net of customer allowances for cash discounts and chargebacks. Our contracts with customers have standard payment terms that generally require payment within 30 days. We analyze accounts that are past due for collectability and periodically evaluate the creditworthiness of our customers. As of December 31, 2021 and 2020, we determined an allowance for doubtful accounts was not required based upon our review of contractual payment terms and individual customer circumstances. |
Stock-Based Compensation | Stock-Based Compensation The Company’s stock-based compensation program allows for grants of common stock options, restricted stock awards and restricted stock units. Grants are awarded to employees and non-employees, including directors. The Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation-Stock Compensation , or ASC 718. ASC 718 requires all stock-based payments to employees and non-employees to be recognized as an expense in the consolidated statements of operations and comprehensive loss based on their fair values. The Company estimates the fair value of options granted using the Black-Scholes option pricing model, or Black-Scholes. The fair value of the Company’s common stock is used to determine the fair value of restricted stock awards. Stock-based compensation awards are subject to service-based vesting periods. Compensation expense related to awards to employees and non-employees with service-based vesting conditions are recognized on a straight-line basis based on the grant date fair value over the associated service period of the award, which is generally the vesting term. The Company classifies stock-based compensation expense in the consolidated statements of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. See Note 11 for a description of the types of stock-based awards granted, the compensation expense related to such awards and detail of equity-based awards outstanding. Black-Scholes requires inputs based on certain subjective assumptions, including (i) the expected stock price volatility, (ii) the expected term of the award, (iii) the risk-free interest rate, and (iv) expected dividends. Due to the lack of a public market for the Company’s common stock and continued lack of sufficient company-specific historical and implied volatility data, the Company has based its computation of expected volatility on the historical volatility of a representative group of public companies with similar characteristics to the Company. The historical volatility is calculated based on a period of time commensurate with the expected term assumption. The Company uses the simplified method as prescribed by the SEC Staff Accounting Bulletin No. 107, Share-Based Payment , to calculate the expected term for options granted to employees and non-employees, whereby the expected term equals the arithmetic average of the vesting term and the original contractual term of the options due to its lack of sufficient historical data. The risk-free interest rate is based on US Treasury securities with a maturity date commensurate with the expected term of the associated award. The expected dividend yield is assumed to be zero as the Company has never paid dividends and has no current plans to pay any dividends on its common stock. The Company recognizes forfeitures as they occur. Due to the absence of an active market for the Company’s common stock prior to the Business Combination, the Company utilized methodologies in accordance with the framework of the American Institute of Certified Public Accountants Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation, to estimate the fair value of its common stock. In determining the exercise prices for stock options granted, the Company considered the estimated fair value of the common stock as of the measurement date. The estimated fair value of the common stock has been determined at each grant date based upon a variety of factors, including the illiquid nature of the common stock, arm’s-length sales of the Company’s capital stock (including convertible preferred stock), the effect of the rights and preferences of the preferred shareholders and the prospects of a liquidity event. Among other factors are the Company’s financial position and historical financial performance, the status of technological developments within the Company’s research, the composition and ability of the current research and management team, an evaluation or benchmark of the Company’s competition and the current business climate in the marketplace. Significant changes to the key assumptions underlying the factors used could result in different fair values of common stock at each valuation date. |
Cost of Product Revenue | Cost of Product Revenue Cost of product revenue consists primarily of costs that are closely correlated or directly related to the delivery of the Company’s products, including pharmacy costs, royalties paid under license agreements related to our |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. Research and development expense primarily consists of expenses incurred in performing research and development activities, including salaries and bonuses, employee benefits, stock-based compensation, facility costs, depreciation, contract services and other outside vendors engaged in conducting development activities and clinical trials, as well as the cost of licensing technology and costs related to collaboration arrangements. We also include in research and development expenses the costs associated with software development of PDTs to support future commercial opportunities. Development costs of software to be sold, leased, or otherwise marketed are subject to capitalization, beginning when technological feasibility for the product has been established and ending when the product is available for general release. Such costs have not been significant to date as the time lapse between technological feasibility and release is typically short and thus has been included in research and development costs. Costs incurred to enhance our existing products after the general release of the product are expensed in the period they are incurred and included in research and development costs in the accompanying consolidated statements of operations and comprehensive loss. |
Milestone Payments | Milestone Payments The Company, from time to time, will enter into strategic agreements with third parties, which give the Company rights to develop, market and/or sell PDTs, the rights to which are owned by such third parties. As a result of these agreements, the Company may be obligated to make payments to these third parties contingent upon the achievement of certain pre-determined criteria. For milestones achieved prior to marketing approval of the product, such payments are expensed as research and development. After marketing approval, any additional milestone payments are capitalized and amortized to cost of product revenue over the remaining useful life of the asset. All capitalized milestone payments are tested for recoverability whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. |
Selling, General and Administrative Expenses | Selling, General, and Administrative ExpensesSelling, general and administrative expenses consist primarily of personnel-related expenses, including salaries and bonuses, employee benefits, stock-based compensation and marketing expenses, costs to support the commercialization of our products, allocated facilities expenses, depreciation expenses, insurance, executive management travel and professional services expenses, including legal, talent acquisition, audit, accounting and tax-related services. Facilities costs consist of rent and maintenance of facilities. Costs associated with advertising are expensed in the period incurred and are included in selling, general and administrative expenses. Advertising expenses were $5,693 and $1,561 for the years ended December 31, 2021 and 2020, respectively. |
Patent Costs | Patent Costs All patent-related costs incurred in connection with the filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Such amounts incurred are classified as selling, general and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss. |
Income Taxes | Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the Company’s financial statements and tax returns. Deferred tax assets and liabilities are determined based upon the differences between the financial statement carrying amounts, and the tax bases of existing assets and liabilities for the loss and credit carryforwards using enacted tax rates expected to be in effect in the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation |
Comprehensive Loss | Comprehensive Loss For the years ended December 31, 2021 and 2020, the Company’s comprehensive income (loss) consists of its net loss and unrealized gains and losses from investments. |
Net Loss Per Share | Net Loss Per Share The Company follows the two-class method when computing net loss per share, or EPS, as the Company has issued shares that meet the definition of participating securities. The two-class method determines net loss per share 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 loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net loss attributable to common stockholders is computed by adjusting net loss attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net loss per share attributable to common stockholders is computed by dividing the diluted net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of common stock equivalents. The Company’s convertible preferred stock contractually entitles the holders of such shares to participate in dividends but does not contractually require the holders of such shares to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss, such losses are not allocated to such participating securities. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The Company reported a net loss attributable to common stockholders for the years ended December 31, 2021 and 2020. As the Merger has been accounted for as a reverse recapitalization, the consolidated financial statements of the merged entity reflect the continuation of the pre-merger Pear Therapeutics, Inc. financial statements; Pear Therapeutics, Inc. equity has been retroactively adjusted to the earliest period presented to reflect the legal capital of the legal acquirer, THMA. As a result, net loss per share was also retrospectively adjusted for periods ended prior to the Merger. See Note 3 for details of this recapitalization and Note 13 for discussion of the retrospective adjustment of net loss per share. |
Segment and Geographic Information | Segment and Geographic Information Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is its President and Chief Executive Officer, or CEO. The Company views its operations as and manages its business in one operating segment operating exclusively in the US. |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs include certain legal, accounting, consulting and other third-party fees incurred directly related to an anticipated business combination. The Company defers offering costs classified as a long-term asset until the closing or termination of the business combination. At the closing of the business combination, these costs are recorded in stockholders’ deficit as a reduction of additional paid-in capital. Should the business combination for which those costs relate no longer be considered probable of being consummated, all deferred offering costs will be charged to operating expenses in the statement of operations at such time. |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted In February 2016, the FASB, issued ASU 2016-02, Leases (Topic 842), which requires lessees to record most leases on the balance sheet and recognize the expense in the statement of operations and comprehensive loss in a manner similar to current practice. ASU 2016-02 states that a lessee would recognize a lease liability for the obligation to make lease payments and a right-to-use asset for the underlying asset for the lease term. This standard is applicable to the Company for the annual reporting periods beginning after December 15, 2021. The Company adopted ASC 842 on January 1, 2022 and expects the adoption of ASC 842 to incrementally increase our assets and liabilities, respectively by the right of use asset in the range of $10,500 to $11,700 and by the lease liabilities in the range of $11,500 to $12,700. The impact to the accumulated deficit is expected to be immaterial. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326) . The standard, including subsequently issued amendments, requires a financial asset measured at amortized cost basis, such as accounts receivable and certain other financial assets such as available for sale debt securities, to be presented at the net amount expected to be collected based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported amount. The new standard is effective for annual reporting periods beginning after December 15, 2022. The Company is still evaluating the impact of ASU 2016-13 on the Company’s consolidated financial statements; however, it does not expect the impact to be material. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes-Simplifying the Accounting for Income Taxes. ASU 2019-12 eliminates certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. This standard is effective for annual reporting periods beginning after December 15, 2021, and interim periods within annual periods beginning after December 15, 2022. The Company is currently evaluating the potential impact that ASU 2019-12 will have on its consolidated financial statements and related disclosures; however, it does not expect the impact to be material. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). This update simplifies the accounting for convertible debt instruments by removing certain accounting separation models as well as the accounting for debt instruments with embedded conversion features that are not required to be accounted for as derivative instruments. The update also updates and improves the consistency of earnings per share calculations for |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | The following table reconciles cash, cash equivalents, and restricted cash reported within the Company’s consolidated balance sheets to the total amounts shown in the consolidated statements of cash flows: December 31, 2021 2020 Reconciliation of cash, cash equivalents and restricted cash: Cash and cash equivalents $ 169,567 $ 110,900 Restricted cash - long-term 411 1,161 Total cash, cash equivalents, and restricted cash $ 169,978 $ 112,061 |
Schedule of Restricted Cash | The following table reconciles cash, cash equivalents, and restricted cash reported within the Company’s consolidated balance sheets to the total amounts shown in the consolidated statements of cash flows: December 31, 2021 2020 Reconciliation of cash, cash equivalents and restricted cash: Cash and cash equivalents $ 169,567 $ 110,900 Restricted cash - long-term 411 1,161 Total cash, cash equivalents, and restricted cash $ 169,978 $ 112,061 |
Schedule of Property and Equipment | Depreciation expense is recognized using the straight-line method over the estimated useful lives, which are typically: Estimated Useful Life Equipment 3 years Internal-use software 3 - 5 years Furniture and fixtures 5 years Leasehold improvements Shorter of economic useful life or Property and equipment, net consists of the following: December 31, 2021 2020 Internal-use software $ 6,591 $ 3,682 Equipment 579 441 Construction in process 362 — Furniture and fixtures 586 383 Leasehold improvements 509 455 Total property and equipment 8,627 4,961 Less: accumulated depreciation (2,372) (684) Property and equipment, net $ 6,255 $ 4,277 |
BUSINESS COMBINATION (Tables)
BUSINESS COMBINATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule Of Reverse Capitalization | The following table reconciles the elements of the Business Combination to the consolidated statement of cash flows and the consolidated statement of changes in equity: Year Ended December 31, 2021 Cash - THMA trust and cash (net of redemptions) $ 8,331 Cash - PIPE Investors and Forward Purchase Assignment 102,800 Cash - Forward Purchase Agreement (Anchor Investor) 63,870 Gross proceeds (excluding cash due at December 31, 2021 from the Trust Account) 175,001 Less: transaction costs and advisory fees paid (30,700) Net proceeds from the Business Combination 144,301 Less: warrant liabilities assumed (16,487) Less: repayment of note assumed in the Business Combination (1,000) Less: accrued transaction costs at December 31, 2021 (700) Plus: cash receivable from Trust 345 Less: net liabilities assumed in the Business Combination (146) Reverse merger, net of transaction costs $ 126,313 The number of shares of common stock outstanding immediately following the consummation of the business combination was as follows: Class A THMA Public Shares 832,899 THMA Initial Stockholders 6,900,000 THMA Sponsor Shares 6,387,026 Shares Issued to PIPE Investors and Forward Purchase Assignment 10,280,000 Legacy Pear Equityholders (1) 113,399,293 Total shares of common stock immediately after business combination 137,799,218 (1) The number of Legacy Pear shares was determined from the shares of Legacy Pear shares outstanding immediately prior to the closing of the Business Combination converted at the Exchange Ratio of approximately 1.47. All fractional shares were rounded down. |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities at Fair Value | The tables below present certain of our assets and liabilities measured at fair value categorized by the level of input used in the valuation of each asset and liability. December 31, 2021 Description Total Fair Value Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 129,184 $ 129,184 $ — $ — Debt investments: Corporate bonds 1,007 — 1,007 — Commercial paper 3,998 — 3,998 — Total debt investments 5,005 — 5,005 — Total assets $ 134,189 $ 129,184 $ 5,005 $ — Long-term liabilities: Embedded debt derivative $ 675 $ — $ — $ 675 Warrant liabilities 8,528 5,520 3,008 Earn-out liabilities 48,363 — — 48,363 Total liabilities $ 57,566 $ 5,520 $ 3,008 $ 49,038 December 31, 2020 Description Total Fair Value Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 96,835 $ 96,835 $ — $ — Debt investments: Corporate bonds 3,543 — 3,543 — Commercial paper 9,992 — 9,992 — Total debt investments 13,535 — 13,535 — Total assets 110,370 96,835 $ 13,535 — Long-term liabilities: Embedded debt derivative $ 675 $ — $ — $ 675 Warrant liabilities 2,650 — — 2,650 Total liabilities $ 3,325 $ — $ — $ 3,325 |
Schedule of Valuation Assumptions | The following significant assumptions used in the valuation model to estimate the fair value of the Legacy pear warrant liabilities were as follows: December 31, 2020 Warrants Series A Series D Fair value of underlying preferred stock $2.00 $ 7.21 Expected life (years) 2.00 2.00 Expected volatility 75.7% 75.7 % Risk-free interest rate 0.13% 0.13 % The estimated fair value of the Earn-out Shares was determined using a Monte Carlo Simulation Method (“MCSM”) using the following assumptions at each valuation date: December 31, 2021 Stock price $6.20 Risk-free interest rate 1.25% Expected term (in years) 4.92 Expected volatility 55.00% Dividend yield —% |
Summary of Changes in the Fair Value of Level 3 Liabilities | The following table reconciles the change in the fair value of the Series A and Series D warrant liabilities valued using Level 3 inputs: Warrant Liabilities Series A Series D Fair value as of December 31, 2019 $ 52 $ — Issuance of warrants — 1,803 Change in fair value 2 793 Fair value as of December 31, 2020 54 2,596 Change in fair value 433 7,824 Exercise of warrants (487) (10,420) Fair value as of December 31, 2021 $ — $ — The following table reconciles the change in the fair value of the earn-out liabilities valued using Level 3 inputs: Earn-Out Liabilities Fair value as of December 31, 2020 $ — Initial fair value of Earn-out liabilities as of the Business Combination 95,401 Change in fair value (47,038) Fair value as of December 31, 2021 $ 48,363 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Depreciation expense is recognized using the straight-line method over the estimated useful lives, which are typically: Estimated Useful Life Equipment 3 years Internal-use software 3 - 5 years Furniture and fixtures 5 years Leasehold improvements Shorter of economic useful life or Property and equipment, net consists of the following: December 31, 2021 2020 Internal-use software $ 6,591 $ 3,682 Equipment 579 441 Construction in process 362 — Furniture and fixtures 586 383 Leasehold improvements 509 455 Total property and equipment 8,627 4,961 Less: accumulated depreciation (2,372) (684) Property and equipment, net $ 6,255 $ 4,277 |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accrued expenses and other current liabilities consist of the following: December 31, 2021 2020 Compensation and related benefits $ 11,855 $ 6,953 Commercial and marketing related costs 1,821 1,492 Professional services 1,710 335 Research and development costs 781 355 Other 1,779 433 Total $ 17,946 $ 9,568 |
INDEBTEDNESS (Tables)
INDEBTEDNESS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long Term Debt | The outstanding balance of the Perceptive Credit Facility was: Perceptive Credit Facility December 31, 2021 Principal $ 30,000 Less: Debt issuance costs and discount at issuance (3,007) Net carrying amount $ 26,993 |
Schedule of Future Minimum Payments | Future minimum payments, including contractual interest, under the Perceptive Credit Facility as of December 31, 2021 are as follows: Year ended December 31, Amounts 2022 3,650 2023 3,650 2024 10,603 2025 24,039 Total $ 41,942 Less: Interest payable (11,942) Unamortized debt issuance costs (3,007) Current portion of long-term debt (26,993) Long-term debt $ — |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Lease Payments | Future commitments under non-cancelable lease agreements are as follows: Years ended December 31, Lease Commitments 2022 2,809 2023 2,912 2024 3,176 2025 2,734 2026 and thereafter 3,879 Total 15,510 |
CAPITAL STOCK (Tables)
CAPITAL STOCK (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Convertible Preferred Stock | The following table summarizes details of Legacy Convertible Preferred Stock authorized, issued and outstanding immediately prior to the Business Combination: Legacy Convertible Preferred Series Par Value Authorized (1) Issued and Outstanding (1) Carrying Value Series A $ 0.0001 20,385,183 20,308,856 $ 26,708 Series B 0.0001 11,808,789 11,808,789 50,686 Series C 0.0001 8,951,819 8,951,819 64,197 Series D-1 0.0001 16,436,653 15,293,315 109,633 Series D-2 0.0001 8,109,888 8,109,888 40,168 Total 65,692,332 64,472,667 $ 291,392 (1) Shares authorized, shares issued and outstanding, and the conversion price/share have been adjusted to reflect the exchange of Legacy Pear’s common stock for Class A common stock at an exchange ratio of approximately 1.47 as a result of the Business Combination. See Note 3 for further information. |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | The combined stock option activity for the year ended December 31, 2021, is as follows: Stock Options Weighted Average Exercise Price (1) Weighted-Average Remaining Contractual Life (years) Aggregate Intrinsic Value Options outstanding at 12/31/2020, as converted 13,620,077 $ 0.94 7.12 Granted 9,541,714 5.31 Exercised (1,130,923) 0.76 Canceled and forfeited (2,648,893) 1.48 Options outstanding at December 31, 2021 19,381,975 3.02 8.16 $ 71,543 Exercisable at December 31, 2021 7,341,730 $ 0.85 6.59 $ 39,251 (1) Number of options and the weighted average exercise price have been adjusted to reflect the exchange of Legacy Pear’s common stock for Class A common stock at an exchange ratio of approximately 1.47 in December 2021 as a result of the Business Combination. See Note 3 for further information. |
Schedule of Valuation Assumptions | The assumptions used to estimate the grant date fair value using the Black-Scholes option pricing model were as follows: Year Ended December 31, 2021 2020 Risk-free interest rate 1.01 % 0.54 % Expected volatility 68.85 % 67.65 % Expected term (years) 5.54-6.68 5.57-6.70 Expected dividend yield — % — % |
Schedule of Stock Based Compensation Expense | The Company has classified stock-based compensation in its consolidated statements of operations and comprehensive loss as follows: Year Ended December 31, 2021 2020 Cost of product revenue $ 133 $ — Research and development 1,522 793 Selling, general, and administrative (1) 2,155 8,233 Total stock-based compensation expense $ 3,810 $ 9,026 (1) In connection with the tender offer in 2020, the Company purchased 2,788,732 shares of common stock from the CEO, and 41,100 common shares from certain eligible employees, at a purchase price of $3.9433 per share totaling $11,159 and resulting in a stock-based compensation expense of $7,254, representing the difference between the purchase price and the estimated fair value of the common stock on the date of the sale. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the US federal statutory income rate to the Company’s effective income tax rate is as follows: Years Ended December 31, 2021 2020 Federal statutory income tax rate 21.0 % 21.0 % State income taxes, net of federal benefit 8.2 % 5.1 % Permanent differences 12.6 % (5.8) % Federal and state research and development tax credits 3.0 % 1.8 % Other (1.0) % 0.4 % Provision to return adjustment (3.2) % (0.3) % Change in deferred tax asset valuation allowance (40.6) % (22.2) % Effective income tax rate — % — % |
Schedule of Deferred Tax Assets and Liabilities | The components of the Company’s deferred tax assets are as follows: December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 55,930 $ 34,040 Deferred revenues 377 10 Research and development credit carryforwards 7,258 4,988 Accrued expenses and other 2,796 1,145 Stock-based compensation 576 167 Depreciation (227) (100) Amortization (277) — Other 240 — Total deferred tax assets 66,673 40,250 Less: valuation allowance (66,673) (40,250) Net deferred tax assets $ — $ — |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities | The Company excluded the following potential common shares, presented based on amounts outstanding at period end, from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect: Year Ended December 31, 2021 2020 Convertible preferred stock (as converted to common stock) — 61,414,002 Outstanding common stock options 19,381,975 13,620,077 Warrants to purchase Legacy Pear common stock — 1,126,705 Private placement warrants to purchase common stock 5,013,333 — Public warrants to purchase common stock 9,199,944 — Earn-Out Shares 12,395,625 — Total 45,990,877 76,160,784 (1) Prior period results have been adjusted to reflect the exchange of Legacy Pear common stock for Class A common stock at an exchange ratio of approximately 1.47 as a result of the Business Combination. See Note 3 for further information. |
Schedule of Net Loss Per Share | The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company for the year ended December 31: Year Ended December 31, 2021 2020 Numerator: Net loss $ (65,142) $ (97,023) Loss on repurchase of convertible preferred stock — (11,053) Net loss attributable to common shareholders $ (65,142) $ (108,076) Denominator: Weighted-average common shares outstanding, basic and diluted (1) 113,328,450 89,216,091 Net loss per share attributable to common stockholders, basic and diluted (1) $ (0.57) $ (1.21) |
NATURE OF BUSINESS - Organizati
NATURE OF BUSINESS - Organization (Details) $ / shares in Units, $ in Thousands | Dec. 03, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($)$ / shares |
Subsidiary, Sale of Stock [Line Items] | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Exchange ratio | 1.47 | ||
Gross proceeds | $ | $ 144,301 | $ 0 | |
Cash - PIPE Investors and Forward Purchase Assignment | $ | 102,800 | ||
Transaction costs | $ | $ 32,779 | $ 700 | |
Class A Common Stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||
Exchange ratio | 1.47 | ||
Conversion ratio | shares | 1 | ||
Issuance of common stock in connection with Business Combination and PIPE offering (in shares) | shares | 832,899 | ||
Class A Common Stock | Anchor Investor [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of stock (in shares) | shares | 6,387,026 | ||
Sale of stock (in dollars per share) | $ / shares | $ 10 | ||
Class A Common Stock | Private Placement [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of stock (in shares) | shares | 10,280,000 | ||
Sale of stock (in dollars per share) | $ / shares | $ 10 |
NATURE OF BUSINESS - Narrative
NATURE OF BUSINESS - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net Income (Loss) Attributable to Parent | $ 65,142 | $ 97,023 |
Retained Earnings (Accumulated Deficit) | 247,983 | 182,841 |
Cash and cash equivalents and short-term investments | 174,571 | |
COVID-19 | ||
Unusual or Infrequent Item, or Both [Line Items] | ||
Deferred payment liability | 427 | 854 |
COVID-19 | Accrued Compensation and Related Benefits | ||
Unusual or Infrequent Item, or Both [Line Items] | ||
Deferred payment liability | $ 427 | 427 |
COVID-19 | Other Long-Term Liabilities | ||
Unusual or Infrequent Item, or Both [Line Items] | ||
Deferred payment liability | $ 427 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 169,567 | $ 110,900 | |
Restricted cash - long-term | 411 | 1,161 | |
Total cash, cash equivalents, and restricted cash | $ 169,978 | $ 112,061 | $ 29,327 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Advertising expenses | $ 5,693 | $ 1,561 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Internal-use software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Internal-use software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Warrants and Revenue (Details) | 12 Months Ended |
Dec. 31, 2021shares | |
Concentration Risk [Line Items] | |
Warrants outstanding (in shares) | 14,213,277 |
Private placement warrants to purchase common stock | |
Concentration Risk [Line Items] | |
Warrants outstanding (in shares) | 5,013,333 |
Public warrants to purchase common stock | |
Concentration Risk [Line Items] | |
Warrants outstanding (in shares) | 9,199,944 |
Revenue from Contract with Customer Benchmark | Customer Concentration Risk | Customer 1 | |
Concentration Risk [Line Items] | |
Concentration percentage | 34.00% |
Revenue from Contract with Customer Benchmark | Customer Concentration Risk | Customer 2 | |
Concentration Risk [Line Items] | |
Concentration percentage | 23.00% |
Revenue from Contract with Customer Benchmark | Customer Concentration Risk | Customer 3 | |
Concentration Risk [Line Items] | |
Concentration percentage | 10.00% |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - New Accounting Pronouncements (Details) - Accounting Standards Update 2016-02 - Subsequent Event $ in Thousands | Jan. 01, 2022USD ($) |
Minimum | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
ROUs | $ 10,500 |
Lease liabilities | 11,500 |
Maximum | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
ROUs | 11,700 |
Lease liabilities | $ 12,700 |
BUSINESS COMBINATION (Details)
BUSINESS COMBINATION (Details) $ / shares in Units, $ in Thousands | Dec. 03, 2021USD ($)DayTranche$ / sharesshares | Dec. 31, 2021USD ($) |
Business Acquisition [Line Items] | ||
Exchange ratio | 1.47 | |
Earn-out liabilities | $ 95,401 | $ 48,363 |
Transaction costs | $ 32,779 | $ 700 |
Thimble Point Acquisition Corp. | ||
Business Acquisition [Line Items] | ||
Shares issuable (in shares) | shares | 12,395,625 | |
Number of tranches | Tranche | 3 | |
Threshold trading days | Day | 20 | |
Consecutive trading days | Day | 30 | |
Additional Paid-In Capital | ||
Business Acquisition [Line Items] | ||
Transaction costs | $ (31,400) | |
Selling, general, and administrative (1) | ||
Business Acquisition [Line Items] | ||
Transaction costs | $ (1,379) | |
Tranche One | Thimble Point Acquisition Corp. | ||
Business Acquisition [Line Items] | ||
Price per share (in dollars per share) | $ / shares | $ 12.50 | |
Tranche Two | Thimble Point Acquisition Corp. | ||
Business Acquisition [Line Items] | ||
Price per share (in dollars per share) | $ / shares | 15 | |
Tranche Three | Thimble Point Acquisition Corp. | ||
Business Acquisition [Line Items] | ||
Price per share (in dollars per share) | $ / shares | $ 17.50 | |
Class A Common Stock | ||
Business Acquisition [Line Items] | ||
Exchange ratio | 1.47 | |
Class A Common Stock | Thimble Point Acquisition Corp. | ||
Business Acquisition [Line Items] | ||
Shares issuable (in shares) | shares | 4,131,875 |
BUSINESS COMBINATION - Schedule
BUSINESS COMBINATION - Schedule of Reverse Capitalization (Details) - USD ($) $ in Thousands | Dec. 03, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Combination and Asset Acquisition [Abstract] | |||
Cash - THMA trust and cash (net of redemptions) | $ 8,331 | ||
Cash - PIPE Investors and Forward Purchase Assignment | 102,800 | ||
Cash - Forward Purchase Agreement (Anchor Investor) | 63,870 | ||
Gross proceeds (excluding cash due at December 31, 2021 from the Trust Account) | 175,001 | ||
Less: transaction costs and advisory fees paid | (30,700) | ||
Net proceeds from the Business Combination | 144,301 | $ 0 | |
Less: warrant liabilities assumed | (16,487) | (1,860) | |
Less: repayment of note assumed in the Business Combination | (1,000) | $ 0 | |
Less: accrued transaction costs at December 31, 2021 | $ (32,779) | (700) | |
Plus: cash receivable from Trust | 345 | ||
Less: net liabilities assumed in the Business Combination | (146) | ||
Reverse merger, net of transaction costs | $ 126,313 | ||
Schedule Of Reverse Recapitalization [Line Items] | |||
Common stock, outstanding (in shares) | 137,836,028 | 106,721,864 | |
Class A Common Stock | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Common stock, outstanding (in shares) | 137,799,218 | ||
Class A Common Stock | THMA Public | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Common stock, outstanding (in shares) | 832,899 | ||
Class A Common Stock | THMA Initial Stockholders | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Common stock, outstanding (in shares) | 6,900,000 | ||
Class A Common Stock | THMA Sponsor | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Common stock, outstanding (in shares) | 6,387,026 | ||
Class A Common Stock | PIPE Investors And Forward Purchase Agreement | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Common stock, outstanding (in shares) | 10,280,000 | ||
Class A Common Stock | Legacy Pear Equityholders | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Common stock, outstanding (in shares) | 113,399,293 |
BUSINESS COMBINATION - Warrants
BUSINESS COMBINATION - Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2021 | Dec. 03, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
Warrants outstanding (in shares) | 14,213,277 | ||
Warrant liabilities | $ 8,528 | $ 2,650 | |
Public And Private Placement Warrants | |||
Business Acquisition [Line Items] | |||
Warrant liabilities | $ 16,487 | ||
Public warrants to purchase common stock | |||
Business Acquisition [Line Items] | |||
Warrants outstanding (in shares) | 9,199,944 | ||
Exercise price (in dollars per share) | $ 11.50 | ||
Private placement warrants to purchase common stock | |||
Business Acquisition [Line Items] | |||
Warrants outstanding (in shares) | 5,013,333 | ||
Exercise price (in dollars per share) | $ 11.50 |
FAIR VALUE MEASUREMENTS - Asset
FAIR VALUE MEASUREMENTS - Assets and Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 03, 2021 | Dec. 31, 2020 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt investments | $ 5,005 | $ 13,535 | |
Total assets | 134,189 | 110,370 | |
Embedded debt derivative | 675 | 675 | |
Warrant liabilities | 8,528 | 2,650 | |
Earn-out liabilities | 48,363 | $ 95,401 | |
Total liabilities | 57,566 | 3,325 | |
Level 1 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt investments | 0 | 0 | |
Total assets | 129,184 | 96,835 | |
Embedded debt derivative | 0 | 0 | |
Warrant liabilities | 5,520 | 0 | |
Earn-out liabilities | 0 | ||
Total liabilities | 5,520 | 0 | |
Level 2 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt investments | 5,005 | 13,535 | |
Total assets | 5,005 | 13,535 | |
Embedded debt derivative | 0 | 0 | |
Warrant liabilities | 3,008 | 0 | |
Earn-out liabilities | 0 | ||
Total liabilities | 3,008 | 0 | |
Level 3 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt investments | 0 | 0 | |
Total assets | 0 | 0 | |
Embedded debt derivative | 675 | 675 | |
Warrant liabilities | 2,650 | ||
Earn-out liabilities | 48,363 | ||
Total liabilities | 49,038 | 3,325 | |
Corporate bonds | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt investments | 1,007 | 3,543 | |
Corporate bonds | Level 1 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt investments | 0 | 0 | |
Corporate bonds | Level 2 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt investments | 1,007 | 3,543 | |
Corporate bonds | Level 3 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt investments | 0 | 0 | |
Commercial paper | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt investments | 3,998 | 9,992 | |
Commercial paper | Level 1 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt investments | 0 | 0 | |
Commercial paper | Level 2 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt investments | 3,998 | 9,992 | |
Commercial paper | Level 3 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt investments | 0 | 0 | |
Money market funds | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Cash and cash Equivalents | 129,184 | 96,835 | |
Money market funds | Level 1 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Cash and cash Equivalents | 129,184 | 96,835 | |
Money market funds | Level 2 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Cash and cash Equivalents | 0 | 0 | |
Money market funds | Level 3 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Cash and cash Equivalents | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 03, 2021USD ($) | |
Fair Value Disclosures [Abstract] | |||
Unrealized (loss) gain on short-term investments | $ (1) | $ (29) | |
Embedded debt derivative | 675 | 675 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrant liabilities | 8,528 | 2,650 | |
Change in estimated fair value of earn-out liabilities | $ 47,038 | $ 0 | |
Public And Private Placement Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrant liabilities | $ 16,487 | ||
Minimum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt measurement input | 0 | ||
Maximum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt measurement input | 0.10 |
FAIR VALUE MEASUREMENTS - Valua
FAIR VALUE MEASUREMENTS - Valuation Assumptions (Details) | Dec. 31, 2021year | Dec. 31, 2020year |
Stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn-out liability | 6.20 | |
Stock price | Series A Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants | 2 | |
Stock price | Series D Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants | 7.21 | |
Expected life (years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn-out liability | 4.92 | |
Expected life (years) | Series A Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants | 2 | |
Expected life (years) | Series D Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants | 2 | |
Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn-out liability | 0.5500 | |
Expected volatility | Series A Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants | 0.757 | |
Expected volatility | Series D Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants | 0.757 | |
Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn-out liability | 0.0125 | |
Risk-free interest rate | Series A Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants | 0.0013 | |
Risk-free interest rate | Series D Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants | 0.0013 | |
Dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn-out liability | 0 |
FAIR VALUE MEASUREMENTS - Level
FAIR VALUE MEASUREMENTS - Level 3 Roll Forward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Warrants | Series A Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 54 | $ 52 |
Issuance of warrants | 0 | |
Change in fair value | 433 | 2 |
Exercise of warrants | (487) | |
Ending balance | 0 | 54 |
Warrants | Series D Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 2,596 | 0 |
Issuance of warrants | 1,803 | |
Change in fair value | 7,824 | 793 |
Exercise of warrants | (10,420) | |
Ending balance | 0 | 2,596 |
Earn-out Liabilities | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 0 | |
Issuance of warrants | 95,401 | |
Change in fair value | (47,038) | |
Ending balance | $ 48,363 | $ 0 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 8,627 | $ 4,961 |
Less: accumulated depreciation | (2,372) | (684) |
Property and equipment, net | 6,255 | 4,277 |
Depreciation expense | 1,689 | 381 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 579 | 441 |
Construction in process | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 362 | 0 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 586 | 383 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 509 | 455 |
Software and Software Development Costs | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 6,591 | $ 3,682 |
ACCRUED EXPENSES AND OTHER CU_3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Compensation and related benefits | $ 11,855 | $ 6,953 |
Commercial and marketing related costs | 1,821 | 1,492 |
Professional services | 1,710 | 335 |
Research and development costs | 781 | 355 |
Other | 1,779 | 433 |
Total | $ 17,946 | $ 9,568 |
INDEBTEDNESS - Perceptive Credi
INDEBTEDNESS - Perceptive Credit Facility (Details) | Nov. 30, 2021$ / sharesshares | Jun. 30, 2020USD ($)warrant$ / sharesshares | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Debt Instrument [Line Items] | ||||
Embedded debt derivative | $ 675,000 | $ 675,000 | ||
Warrant liabilities | 8,528,000 | 2,650,000 | ||
Proceeds from issuance of debt | $ 0 | $ 31,000,000 | ||
Common Stock | ||||
Debt Instrument [Line Items] | ||||
Number of common stock into which the class of warrant or right converted | shares | 629,057 | |||
Series C Preferred Stock | ||||
Debt Instrument [Line Items] | ||||
Number of common stock into which the class of warrant or right converted | shares | 775,000 | |||
Additional warrants | warrant | 2 | |||
Series C Preferred Stock, Warrant 1 | ||||
Debt Instrument [Line Items] | ||||
Number of common stock into which the class of warrant or right converted | shares | 50,000 | |||
Series C Preferred Stock, Warrant 2 | ||||
Debt Instrument [Line Items] | ||||
Number of common stock into which the class of warrant or right converted | shares | 50,000 | |||
Series D Preferred Stock | ||||
Debt Instrument [Line Items] | ||||
Number of common stock into which the class of warrant or right converted | shares | 1,012,672 | |||
Warrants exercised (in shares) | shares | 1,012,672 | |||
Exercise price (in dollars per share) | $ / shares | $ 5.51 | |||
Series D-1 Preferred Stock | ||||
Debt Instrument [Line Items] | ||||
Number of common stock into which the class of warrant or right converted | shares | 629,057 | 65,333 | ||
Class A Common Stock | ||||
Debt Instrument [Line Items] | ||||
Number of common stock into which the class of warrant or right converted | shares | 926,232 | |||
Exercise price (in dollars per share) | $ / shares | $ 9.87 | |||
Line of Credit | Perceptive Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 50,000,000 | |||
Interest rate | 12.00% | |||
Percentage of principal, payment | 3.00% | |||
Return on prepaid amount | 1.5 | |||
Percentage of voting stock triggering repayment | 35.00% | |||
Issuance costs | $ 750,000 | |||
Minimum aggregate cash balance | 5,000,000 | |||
Proceeds from issuance of debt | 28,500,000 | |||
Debt fees and expenses | 1,500,000 | |||
Line of Credit | Perceptive Credit Facility | Debt Covenant 1 | ||||
Debt Instrument [Line Items] | ||||
Revenues for trailing 12-month period | 5,750,000 | |||
Line of Credit | Perceptive Credit Facility | Debt Covenant 2 | ||||
Debt Instrument [Line Items] | ||||
Revenues for trailing 12-month period | $ 125,000,000 | |||
Line of Credit | Perceptive Credit Facility | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Variable rate | 11.00% | |||
Floor rate | 1.00% | |||
Line of Credit | Debt, Tranche 1 | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 30,000,000 | |||
Line of Credit | Debt, Tranche 2 | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | 10,000,000 | |||
Line of Credit | Debt, Tranche 3 | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 10,000,000 |
INDEBTEDNESS - Schedule of Debt
INDEBTEDNESS - Schedule of Debt (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Debt Instrument [Line Items] | |
Total | $ 41,942 |
Perceptive Credit Facility | Line of Credit | |
Debt Instrument [Line Items] | |
Principal | 30,000 |
Less: Debt issuance costs and discount at issuance | (3,007) |
Total | $ 26,993 |
INDEBTEDNESS - Future Minimum P
INDEBTEDNESS - Future Minimum Payments Due (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
2022 | $ 3,650 | |
2023 | 3,650 | |
2024 | 10,603 | |
2025 | 24,039 | |
Total | 41,942 | |
Interest payable | (11,942) | |
Unamortized debt issuance costs | (3,007) | |
Current portion of long-term debt | (26,993) | $ (26,345) |
Long-term debt | $ 0 |
INDEBTEDNESS - SVB Term Loan (D
INDEBTEDNESS - SVB Term Loan (Details) $ / shares in Units, $ in Thousands | Jun. 30, 2020USD ($)shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 03, 2021$ / shares | Dec. 02, 2021$ / sharesshares | Dec. 01, 2021shares | Nov. 30, 2021$ / sharesshares | Sep. 30, 2020 | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2016$ / sharesshares |
Debt Instrument [Line Items] | |||||||||||
Loss on extinguishment of debt | $ 0 | $ 998 | |||||||||
Warrant liabilities | $ 8,528 | $ 2,650 | |||||||||
Exchange ratio | 1.47 | ||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||
Silicon Valley Bank | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Founder shares issued | shares | 153,454 | 73,547 | |||||||||
Price per share (in dollars per share) | $ / shares | $ 14.72 | ||||||||||
Series A Preferred Stock | Silicon Valley Bank | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Founder shares issued | shares | 30,673 | ||||||||||
Series D-1 Preferred Stock | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of common stock into which the class of warrant or right converted | shares | 65,333 | 629,057 | |||||||||
Class A Common Stock | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of common stock into which the class of warrant or right converted | shares | 926,232 | ||||||||||
Exercise price (in dollars per share) | $ / shares | $ 9.87 | ||||||||||
Exchange ratio | 1.47 | ||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||||||
Term Loan | SVB Term Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Extinguishment of debt | $ 14,889 | ||||||||||
Termination fee | 169 | ||||||||||
Payment for extinguishment of debt | 1,080 | ||||||||||
Percentage of borrowings extinguished | 6.75% | ||||||||||
Loss on extinguishment of debt | $ 998 | ||||||||||
Number of common stock into which the class of warrant or right converted | shares | 81,322 | 35,817 | 17,019 | 28,486 | |||||||
Exercise price (in dollars per share) | $ / shares | $ 1.60 | ||||||||||
Warrant liabilities | $ 57 | $ 27 | $ 30 | ||||||||
Term Loan | SVB Term Loan | Series A Preferred Stock | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of common stock into which the class of warrant or right converted | shares | 52,836 | 28,486 | 32,711 | ||||||||
Exercise price (in dollars per share) | $ / shares | $ 1.60 | $ 1.05 | $ 0.9171 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) $ in Thousands | Jun. 17, 2021USD ($) | Dec. 31, 2021USD ($)ft²license_agreement | Dec. 31, 2020USD ($) | Jan. 01, 2022ft² |
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||||
Rent expense | $ 2,798 | $ 2,067 | ||
Deferred rent | $ 1,007 | 577 | ||
Renewal term | 5 years | |||
Number of license agreements | license_agreement | 4 | |||
Milestone based license fee payment | $ 1,000 | 750 | ||
Data Foundry Cloud Subscription | ||||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||||
Purchase commitment amount | $ 9,300 | |||
Purchase commitment period | 3 years | |||
Purchase liability | 2,983 | |||
Invention Science Fund I, LLC | ||||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||||
Royalty and maintenance expense | 1,050 | 800 | ||
Red 5 Group, LLC | ||||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||||
Royalty and maintenance expense | 250 | 103 | ||
Red 5 Group, LLC | License Agreement Terms | ||||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||||
Maximum payment, milestone achievement | 400 | |||
BeHealth Solutions, LLC | License Agreement Terms | ||||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||||
Milestone based license fee payment | $ 1,000 | $ 750 | ||
Useful life of capitalized milestone payments | 5 years | |||
Maximum payment, milestone achievement | $ 26,000 | |||
Waypoint Health Innovations, LLC | License Agreement Terms | ||||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||||
Upfront payment | 1,350 | |||
Upfront annual payment | 250 | |||
Upfront payment liability | 1,011 | |||
Maximum payment, milestone achievement | $ 2,500 | |||
Amortization period | 5 years | |||
Boston, Massachusetts | ||||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||||
Area of office space (in sqft) | ft² | 19,000 | |||
Boston, Massachusetts | Forecast | ||||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||||
Area of office space (in sqft) | ft² | 900 | |||
San Francisco, California | ||||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||||
Area of office space (in sqft) | ft² | 17,000 | |||
Raleigh, North Carolina | ||||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||||
Area of office space (in sqft) | ft² | 7,700 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Operating Leases (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 2,809 |
2023 | 2,912 |
2024 | 3,176 |
2025 | 2,734 |
2026 and thereafter | 3,879 |
Total | $ 15,510 |
PAST COLLABORATION AND LICENS_2
PAST COLLABORATION AND LICENSE AGREEMENT - Novartis (Details) - Novartis - USD ($) $ / shares in Units, $ in Thousands | Jun. 29, 2020 | Mar. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2018 |
Series B Preferred Stock | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Sale of stock (in shares) | 1,158,292 | ||||
Sale of stock (in dollars per share) | $ 4.3167 | ||||
Consideration received on transaction | $ 5,000 | ||||
Collaborative Arrangement | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Change in transaction price | $ 600 | ||||
Revenue recognized | $ 8,261 | ||||
Collaborative Arrangement | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-04-01 | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Period of satisfaction | 5 years | ||||
Upfront Payment | Collaborative Arrangement | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Revenue from arrangement | $ 5,000 | ||||
Reimbursement | Collaborative Arrangement | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Revenue from arrangement | $ 3,105 |
CAPITAL STOCK (Details)
CAPITAL STOCK (Details) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||
Common stock, authorized (in shares) | 690,000,000 | |
Preferred stock, authorized (in shares) | 10,000,000 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, outstanding (in shares) | 137,836,028 | 106,721,864 |
Common stock, issued (in shares) | 137,836,028 | 106,721,864 |
Warrants outstanding (in shares) | 14,213,277 | |
Preferred stock, Par value (in dollars per share) | $ 0.0001 | |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
CAPITAL STOCK - Schedule of Con
CAPITAL STOCK - Schedule of Convertible Stock (Details) $ / shares in Units, $ in Thousands | Dec. 31, 2021USD ($) | Dec. 02, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($) | Nov. 02, 2020shares |
Class of Stock [Line Items] | ||||
Authorized (in shares) | 65,692,332 | |||
Outstanding (in shares) | 64,472,667 | |||
Issued (in shares) | 64,472,667 | |||
Carrying Value | $ | $ 0 | $ 291,392 | $ 0 | |
Exchange ratio | 1.47 | |||
Series A Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Par Value (in dollars per share) | $ / shares | $ 0.0001 | |||
Authorized (in shares) | 20,385,183 | |||
Outstanding (in shares) | 20,308,856 | |||
Issued (in shares) | 20,308,856 | |||
Carrying Value | $ | $ 26,708 | |||
Series B Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Par Value (in dollars per share) | $ / shares | $ 0.0001 | |||
Authorized (in shares) | 11,808,789 | |||
Outstanding (in shares) | 11,808,789 | |||
Issued (in shares) | 11,808,789 | |||
Carrying Value | $ | $ 50,686 | |||
Series C Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Par Value (in dollars per share) | $ / shares | $ 0.0001 | |||
Authorized (in shares) | 8,951,819 | |||
Outstanding (in shares) | 8,951,819 | |||
Issued (in shares) | 8,951,819 | |||
Carrying Value | $ | $ 64,197 | |||
Series D-1 Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Par Value (in dollars per share) | $ / shares | $ 0.0001 | |||
Authorized (in shares) | 16,436,653 | 13,377,998 | ||
Outstanding (in shares) | 15,293,315 | |||
Issued (in shares) | 15,293,315 | |||
Carrying Value | $ | $ 109,633 | |||
Series D-2 Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Par Value (in dollars per share) | $ / shares | $ 0.0001 | |||
Authorized (in shares) | 8,109,888 | 9,861,666 | ||
Outstanding (in shares) | 8,109,888 | |||
Issued (in shares) | 8,109,888 | |||
Carrying Value | $ | $ 40,168 |
CAPITAL STOCK - Additional Info
CAPITAL STOCK - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 02, 2021 | Nov. 02, 2020 | |
Class of Stock [Line Items] | |||
Conversion Price/Share (in dollars per share) | $ 4.3167 | ||
Triggering event, minimum net proceeds | $ 100,000,000 | ||
Triggering price (in dollars per share) | $ 11.01 | ||
Dividend rate | 8.00% | ||
Series A Preferred Stock | |||
Class of Stock [Line Items] | |||
Conversion Price/Share (in dollars per share) | $ 0.9171 | 0.9171 | |
Series C Preferred Stock | |||
Class of Stock [Line Items] | |||
Conversion Price/Share (in dollars per share) | 7.1935 | 7.1935 | |
Series D-1 Preferred Stock | |||
Class of Stock [Line Items] | |||
Conversion Price/Share (in dollars per share) | 6.5388 | 6.5388 | $ 4.4400 |
Series D-2 Preferred Stock | |||
Class of Stock [Line Items] | |||
Conversion Price/Share (in dollars per share) | 3.9458 | $ 3.9458 | $ 2.6800 |
Series B Preferred Stock | |||
Class of Stock [Line Items] | |||
Conversion Price/Share (in dollars per share) | $ 4.3167 |
CAPITAL STOCK - Convertible Pre
CAPITAL STOCK - Convertible Preferred Stock Issuance (Details) $ / shares in Units, $ in Thousands | Feb. 23, 2021USD ($)$ / sharesshares | Nov. 02, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)shares | Mar. 31, 2020USD ($)shares | Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($)shares | Dec. 02, 2021$ / sharesshares |
Class of Stock [Line Items] | |||||||
Authorized (in shares) | 65,692,332 | ||||||
Conversion Price/Share (in dollars per share) | $ / shares | $ 4.3167 | ||||||
Proceeds from issuance of convertible preferred stock, net | $ | $ 19,917 | $ 111,054 | |||||
Shares to purchase under tender offer (in shares) | 8,109,888 | ||||||
Tender offer price per share (in dollars per share) | $ / shares | $ 3.9433 | ||||||
Aggregate cost of tender offer | $ | $ 31,980 | ||||||
Tender offer fees and expenses | $ | $ 20 | ||||||
Shares repurchased | $ | 24,727 | ||||||
Stock based compensation expenses | $ | 3,810 | 9,026 | |||||
Loss on repurchase of convertible preferred stock | $ | 0 | 11,053 | |||||
Issued (in shares) | 64,472,667 | ||||||
Loss on issuance of legacy convertible preferred stock | $ | $ 2,053 | $ 16,819 | |||||
Exchange ratio | 1.47 | ||||||
Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Shares repurchased (in shares) | 11,941,100 | ||||||
Shares repurchased | $ | $ 1 | ||||||
Common Stock | Investor | |||||||
Class of Stock [Line Items] | |||||||
Shares repurchased (in shares) | 4,486,299 | 4,486,299 | |||||
Shares repurchased | $ | $ 17,691 | $ 17,691 | |||||
Chief Executive Officer | Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Shares repurchased (in shares) | 2,788,732 | ||||||
Certain Eligible Employees | Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Shares repurchased (in shares) | 41,100 | ||||||
Chief Executive Officer And Certain Eligible Employees | Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Shares repurchased | $ | $ 11,159 | ||||||
Stock based compensation expenses | $ | $ 7,254 | ||||||
Other Shareholders | Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Shares repurchased (in shares) | 1,656,467 | ||||||
Shares repurchased | $ | $ 6,532 | ||||||
Series D-1 Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Authorized (in shares) | 13,377,998 | 16,436,653 | |||||
Conversion Price/Share (in dollars per share) | $ / shares | $ 4.4400 | $ 6.5388 | $ 6.5388 | ||||
Issued (in shares) | 15,293,315 | ||||||
Series D-2 Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Authorized (in shares) | 9,861,666 | 8,109,888 | |||||
Conversion Price/Share (in dollars per share) | $ / shares | $ 2.6800 | 3.9458 | $ 3.9458 | ||||
Issued (in shares) | 8,109,888 | ||||||
Series D Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Authorized (in shares) | 20,344,538 | ||||||
Conversion Price/Share (in dollars per share) | $ / shares | $ 6.5388 | ||||||
Proceeds from issuance of convertible preferred stock, net | $ | $ 20,000 | $ 112,000 | |||||
Stock issuance costs | $ | $ 83 | 768 | |||||
Issued (in shares) | 3,058,665 | ||||||
Loss on issuance of legacy convertible preferred stock | $ | $ 16,819 | ||||||
Series A Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Authorized (in shares) | 20,385,183 | ||||||
Conversion Price/Share (in dollars per share) | $ / shares | 0.9171 | $ 0.9171 | |||||
Shares repurchased (in shares) | 3,617,798 | ||||||
Issued (in shares) | 20,308,856 | ||||||
Series B Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Authorized (in shares) | 11,808,789 | ||||||
Conversion Price/Share (in dollars per share) | $ / shares | $ 4.3167 | ||||||
Shares repurchased (in shares) | 5,791 | ||||||
Issued (in shares) | 11,808,789 | ||||||
Series A and B Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Shares repurchased | $ | $ 14,289 | ||||||
Loss on repurchase of convertible preferred stock | $ | $ 11,053 |
CAPITAL STOCK - Warrants (Detai
CAPITAL STOCK - Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 03, 2021 | Nov. 30, 2021 | Feb. 04, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | |||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Warrants outstanding (in shares) | 14,213,277 | ||||
Class A Common Stock | |||||
Class of Stock [Line Items] | |||||
Common stock, par value (in dollars per share) | $ 0.0001 | ||||
Stock issued, exercise price | $ 9.87 | ||||
Public warrants to purchase common stock | |||||
Class of Stock [Line Items] | |||||
Stock issued, exercise price | $ 11.50 | ||||
Warrants outstanding (in shares) | 9,199,944 | ||||
Private placement warrants to purchase common stock | |||||
Class of Stock [Line Items] | |||||
Stock issued, exercise price | $ 11.50 | ||||
Warrants outstanding (in shares) | 5,013,333 | ||||
Class of warrant or rights issue price per warrant | $ 1.50 | ||||
Proceeds from issuance of Private Placement Warrants | $ 7,520 | ||||
Thimble Point Acquisition Corp. | Share price more than or equals to 18 USD [Member] | |||||
Class of Stock [Line Items] | |||||
Class of warrants, redemption notice period | 30 days | ||||
Number of consecutive trading days for determining share price | 20 days | ||||
Number of trading days for determining share price | 30 days | ||||
Thimble Point Acquisition Corp. | Share price less than or equals to 18 USD [Member] | |||||
Class of Stock [Line Items] | |||||
Class of warrants, redemption notice period | 30 days | ||||
Class of warrants, redemption price per unit | $ 0.10 | ||||
Thimble Point Acquisition Corp. | Class A Common Stock | Share price more than or equals to 18 USD [Member] | |||||
Class of Stock [Line Items] | |||||
Price per share (in dollars per share) | 18 | ||||
Thimble Point Acquisition Corp. | Class A Common Stock | Share price less than or equals to 18 USD [Member] | |||||
Class of Stock [Line Items] | |||||
Price per share (in dollars per share) | 10 | ||||
Thimble Point Acquisition Corp. | Public Warrant [Member] | Class A Common Stock | |||||
Class of Stock [Line Items] | |||||
Number of securities called by each warrant or right | 1 | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | ||||
Thimble Point Acquisition Corp. | Public warrants to purchase common stock | |||||
Class of Stock [Line Items] | |||||
Class of warrants, redemption price per unit | $ 0.01 | ||||
IPO [Member] | Thimble Point Acquisition Corp. | |||||
Class of Stock [Line Items] | |||||
Price per share (in dollars per share) | $ 10 | ||||
IPO [Member] | Thimble Point Acquisition Corp. | Public Warrant [Member] | Class A Common Stock | |||||
Class of Stock [Line Items] | |||||
Number of securities called by each warrant or right | 1 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Nov. 03, 2020shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock based compensation expenses | $ 3,810 | $ 9,026 | |
Granted in period (in shares) | shares | 9,541,714 | 3,848,401 | |
Weighted average grant date fair value of stock options (in dollars per share) | $ / shares | $ 5.31 | $ 1 | |
Fair value of vested stock options | $ 1,852 | ||
Unrecognized compensation costs | $ 28,894 | ||
Conversion ratio | 1.47 | ||
Outstanding common stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted in period | $ 30,205 | $ 2,605 | |
Unrecognized compensation costs, period of recognition | 3 years 4 months 24 days | ||
2013 Stock Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares authorized for grant (in shares) | shares | 16,727,451 | ||
2021 Incentive Award Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares authorized for grant (in shares) | shares | 32,000,000 | ||
Percentage of outstanding stock maximum | 5.00% |
STOCK-BASED COMPENSATION - Comm
STOCK-BASED COMPENSATION - Common Stock Options (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020$ / sharesshares | |
Stock Options | ||
Beginning balance, options outstanding (in shares) | shares | 13,620,077 | |
Granted (in shares) | shares | 9,541,714 | 3,848,401 |
Exercised (in shares) | shares | (1,130,923) | |
Canceled and forfeited (in shares) | shares | (2,648,893) | |
Ending balance, options outstanding (in shares) | shares | 19,381,975 | 13,620,077 |
Options exercisable (in shares) | shares | 7,341,730 | |
Weighted Average Exercise Price (1) | ||
Beginning balance, options outstanding (in dollars per share) | $ / shares | $ 0.94 | |
Granted (in dollars per share) | $ / shares | 5.31 | |
Exercised (in dollars per share) | $ / shares | 0.76 | |
Canceled and forfeited (in dollars per share) | $ / shares | 1.48 | |
Ending balance, options outstanding (in dollars per share) | $ / shares | 3.02 | $ 0.94 |
Options exercisable (in dollars per share) | $ / shares | $ 0.85 | |
Options outstanding, weighted average remaining contractual life | 8 years 1 month 28 days | 7 years 1 month 13 days |
Options exercisable, weighted average remaining contractual life | 6 years 7 months 2 days | |
Options outstanding, aggregate intrinsic value | $ | $ 71,543 | |
Options exercisable, aggregate intrinsic value | $ | $ 39,251 | |
Exchange ratio | 1.47 |
STOCK-BASED COMPENSATION - Valu
STOCK-BASED COMPENSATION - Valuation Assumptions (Details) - Outstanding common stock options | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 1.01% | 0.54% |
Expected volatility | 68.85% | 67.65% |
Expected dividend yield | 0.00% | 0.00% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (years) | 5 years 6 months 14 days | 5 years 6 months 25 days |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (years) | 6 years 8 months 4 days | 6 years 8 months 12 days |
STOCK-BASED COMPENSATION - Stoc
STOCK-BASED COMPENSATION - Stock Based Compensation Expense (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock based compensation expenses | $ 3,810 | $ 9,026 | |
Shares repurchased | $ 24,727 | ||
Common Stock | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Shares repurchased (in shares) | 11,941,100 | ||
Shares repurchased | $ 1 | ||
Chief Executive Officer And Certain Eligible Employees | Common Stock | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock based compensation expenses | $ 7,254 | $ 7,254 | |
Shares repurchased (in dollars per share) | $ 3.9433 | $ 3.9433 | |
Shares repurchased | $ 11,159 | $ 11,159 | |
Chief Executive Officer | Common Stock | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Shares repurchased (in shares) | 2,788,732 | 2,788,732 | |
Certain Eligible Employees | Common Stock | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Shares repurchased (in shares) | 41,100 | 41,100 | |
Cost of product revenue | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock based compensation expenses | 133 | $ 0 | |
Research and development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock based compensation expenses | 1,522 | 793 | |
Selling, general, and administrative (1) | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock based compensation expenses | $ 2,155 | $ 8,233 |
STOCK-BASED COMPENSATION - ESPP
STOCK-BASED COMPENSATION - ESPP (Details) - Employee Stock | 12 Months Ended |
Dec. 31, 2021USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Purchase price percentage | 85.00% |
Purchase period | 6 months |
Discount percentage | 15.00% |
Maximum purchase amount | $ | $ 25,000 |
Total number of shares (in shares) | 1,800,000 |
Number of additional shares allowed (in shares) | 3,600,000 |
Percentage of outstanding stock maximum | 5.00% |
Shares issued (in shares) | 0 |
INCOME TAXES - Reconciliation o
INCOME TAXES - Reconciliation of Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory income tax rate | 21.00% | 21.00% |
State income taxes, net of federal benefit | 8.20% | 5.10% |
Permanent differences | 12.60% | (5.80%) |
Federal and state research and development tax credits | 3.00% | 1.80% |
Other | (1.00%) | 0.40% |
Provision to return adjustment | (3.20%) | (0.30%) |
Change in deferred tax asset valuation allowance | (40.60%) | (22.20%) |
Effective income tax rate | 0.00% | 0.00% |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 55,930 | $ 34,040 |
Deferred revenues | 377 | 10 |
Research and development credit carryforwards | 7,258 | 4,988 |
Accrued expenses and other | 2,796 | 1,145 |
Stock-based compensation | 576 | 167 |
Depreciation | (227) | (100) |
Amortization | (277) | 0 |
Other | 240 | 0 |
Total deferred tax assets | 66,673 | 40,250 |
Less: valuation allowance | (66,673) | (40,250) |
Net deferred tax assets | $ 0 | $ 0 |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense | $ 0 | $ 0 |
Net operating loss carryforwards, research and development tax credits and accrued expenses | ||
Operating Loss Carryforwards [Line Items] | ||
Increase in valuation allowance | 26,423,000 | $ 21,566,000 |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 218,908,000 | |
NOLs not subject to expiration | 201,538,000 | |
Federal | Research and Development | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credit carryforwards | 6,229,000 | |
State | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 172,082,000 | |
State | Research and Development | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credit carryforwards | $ 1,303,000 |
NET LOSS PER SHARE - Antidilitu
NET LOSS PER SHARE - Antidilituve Securities (Details) | 12 Months Ended | |
Dec. 31, 2021shares | Dec. 31, 2020shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 45,990,877 | 76,160,784 |
Conversion ratio | 1.47 | |
Convertible preferred stock (as converted to common stock) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 0 | 61,414,002 |
Outstanding common stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 19,381,975 | 13,620,077 |
Warrants to purchase Legacy Pear common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 0 | 1,126,705 |
Private placement warrants to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 5,013,333 | 0 |
Public warrants to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 9,199,944 | 0 |
Earn-Out Shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 12,395,625 | 0 |
NET LOSS PER SHARE - Basic and
NET LOSS PER SHARE - Basic and Diluted Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (65,142) | $ (97,023) |
Loss on repurchase of convertible preferred stock | 0 | (11,053) |
Net loss attributable to common shareholders | (65,142) | (108,076) |
Net loss attributable to common shareholders | $ (65,142) | $ (108,076) |
Weighted-average common shares outstanding, diluted (in shares) | 113,328,450 | 89,216,091 |
Weighted-average common shares outstanding, basic (in shares) | 113,328,450 | 89,216,091 |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.57) | $ (1.21) |
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.57) | $ (1.21) |
RELATED-PARTY TRANSACTIONS (Det
RELATED-PARTY TRANSACTIONS (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 02, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||||
Shares repurchased | $ 24,727 | |||
Stock based compensation expenses | $ 3,810 | $ 9,026 | ||
Common Stock | ||||
Related Party Transaction [Line Items] | ||||
Shares repurchased (in shares) | 11,941,100 | |||
Shares repurchased | $ 1 | |||
Investor | Common Stock | ||||
Related Party Transaction [Line Items] | ||||
Shares repurchased (in shares) | 4,486,299 | 4,486,299 | ||
Shares repurchased | $ 17,691 | $ 17,691 | ||
Chief Executive Officer And Certain Eligible Employees | Common Stock | ||||
Related Party Transaction [Line Items] | ||||
Shares repurchased | $ 11,159 | $ 11,159 | ||
Shares repurchased (in dollars per share) | $ 3.9433 | $ 3.9433 | ||
Stock based compensation expenses | $ 7,254 | $ 7,254 | ||
Chief Executive Officer | Common Stock | ||||
Related Party Transaction [Line Items] | ||||
Shares repurchased (in shares) | 2,788,732 | 2,788,732 | ||
Certain Eligible Employees | Common Stock | ||||
Related Party Transaction [Line Items] | ||||
Shares repurchased (in shares) | 41,100 | 41,100 | ||
Other Shareholders | Common Stock | ||||
Related Party Transaction [Line Items] | ||||
Shares repurchased (in shares) | 1,656,467 | |||
Shares repurchased | $ 6,532 |