Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 06, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Entity File Number | 001-40312 | |
Entity Tax Identification Number | 86-1691173 | |
Entity Registrant Name | EQRx, Inc. | |
Entity Address State Or Province | MA | |
Entity Address, Address Line One | 50 Hampshire Street | |
Entity Address, City or Town | Cambridge | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Postal Zip Code | 02139 | |
City Area Code | 617 | |
Local Phone Number | 315-2255 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Small Business | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 487,762,822 | |
Entity Central Index Key | 0001843762 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common stock | |
Trading Symbol | EQRX | |
Security Exchange Name | NASDAQ | |
Warrants to purchase one share of common stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants | |
Trading Symbol | EQRXW | |
Security Exchange Name | NASDAQ |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 1,623,268 | $ 1,678,542 |
Prepaid expenses and other current assets | 31,992 | 27,660 |
Total current assets | 1,655,260 | 1,706,202 |
Property and equipment, net | 1,611 | 1,985 |
Restricted cash | 633 | 633 |
Right-of-use asset | 2,084 | 2,672 |
Other investments | 4,000 | 4,000 |
Other non-current assets | 10,532 | 13,950 |
Total assets | 1,674,120 | 1,729,442 |
Current liabilities: | ||
Accounts payable | 7,323 | 7,640 |
Accrued expenses | 46,685 | 28,904 |
Lease liability, current | 2,629 | 3,102 |
Total current liabilities | 56,637 | 39,646 |
Non-current liabilities: | ||
Contingent earn-out liability | 51,267 | 153,041 |
Warrant liabilities | 17,168 | 21,115 |
Lease liability, noncurrent | 272 | |
Restricted stock repurchase liability | 471 | 529 |
Total liabilities | 125,543 | 214,603 |
Commitments and contingencies (note 12) | ||
Stockholders' equity: | ||
Preferred Stock, $0.0001 par value, 2,000,000 share authorized; no shares issued and outstanding as of March 31, 2022 and December 31, 2021 | ||
Common Stock, $0.0001 par value; 1,250,000,000 shares authorized as of March 31, 2022 and December 31, 2021; 537,650,901 and 537,632,615 shares issued as of March 31, 2022 and December 31, 2021, respectively; and 471,379,724 and 469,369,433 shares outstanding at March 31, 2022 and December 31, 2021, respectively | 49 | 49 |
Additional paid-in capital | 1,886,294 | 1,873,289 |
Accumulated other comprehensive income | 8 | 1 |
Accumulated deficit | (337,774) | (358,500) |
Total stockholders' equity | 1,548,577 | 1,514,839 |
Total liabilities and stockholders' equity | $ 1,674,120 | $ 1,729,442 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Preferred stock, par value per share | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value per share | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,250,000,000 | 1,250,000,000 |
Common stock, shares issued | 537,650,901 | 537,632,615 |
Common stock, shares outstanding | 471,379,724 | 469,369,433 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating expenses: | ||
Research and development | $ 53,428 | $ 16,677 |
General and administrative | 32,263 | 10,282 |
Total operating expenses | 85,691 | 26,959 |
Loss from operations | (85,691) | (26,959) |
Other income (expense): | ||
Change in fair value of contingent earn-out liability | 101,774 | |
Change in fair value of warrant liabilities | 3,947 | |
Interest income, net | 182 | 144 |
Other income (expense), net | 514 | (2) |
Total other income, net | 106,417 | 142 |
Net income (loss) | 20,726 | (26,817) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustments | 7 | |
Comprehensive income (loss) | 20,733 | (26,817) |
Loss attributable to common stockholders - basic | 20,034 | (26,817) |
Loss attributable to common stockholders - diluted | $ 20,063 | $ (26,817) |
Net loss per share - basic (in dollars per share) | $ 0.04 | $ (0.09) |
Net loss per share - diluted (in dollars per share) | $ 0.04 | $ (0.09) |
Weighted average common shares outstanding - basic (in shares) | 470,627,083 | 311,496,909 |
Weighted average common shares outstanding - diluted (in shares) | 491,792,152 | 311,496,909 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Series B Convertible Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Total |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Issuance of convertible preferred stock, net of issuance cost | $ 71,256 | |||||
Issuance of convertible preferred stock, net of issuance cost (in shares) | 26,133,332 | |||||
Retroactive application of recapitalization | $ (71,256) | $ 2 | $ 71,254 | $ 71,256 | ||
Beginning Balance at Dec. 31, 2020 | $ 31 | 740,542 | $ (258,491) | 482,082 | ||
Beginning Balance (in shares) at Dec. 31, 2020 | 298,295,250 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Retroactive application of recapitalization | $ (71,256) | $ 2 | 71,254 | 71,256 | ||
Vesting of restricted common stock | 26 | 26 | ||||
Vesting of restricted common stock (in shares) | 2,280,370 | |||||
Stock-based compensation | 784 | 784 | ||||
Net income (loss) | (26,817) | (26,817) | ||||
Ending Balance at Mar. 31, 2021 | $ 33 | 812,606 | (285,308) | 527,331 | ||
Ending Balance (in shares) at Mar. 31, 2021 | 316,961,211 | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Retroactive application of recapitalization (in shares) | (26,133,332) | 16,385,591 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Retroactive application of recapitalization (in shares) | (26,133,332) | 16,385,591 | ||||
Beginning Balance at Dec. 31, 2021 | $ 49 | 1,873,289 | $ 1 | (358,500) | 1,514,839 | |
Beginning Balance (in shares) at Dec. 31, 2021 | 469,369,433 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Vesting of restricted common stock | 59 | 59 | ||||
Vesting of restricted common stock (in shares) | 1,992,005 | |||||
Common stock issued upon exercise of stock options | 40 | 40 | ||||
Common stock issued upon exercise of stock options (in shares) | 18,286 | |||||
Foreign currency translation adjustments | 7 | 7 | ||||
Stock-based compensation | 12,906 | 12,906 | ||||
Net income (loss) | 20,726 | 20,726 | ||||
Ending Balance at Mar. 31, 2022 | $ 49 | $ 1,886,294 | $ 8 | $ (337,774) | $ 1,548,577 | |
Ending Balance (in shares) at Mar. 31, 2022 | 471,379,724 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Series B Convertible Preferred Stock | |
Issuance cost | $ 169 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating activities: | ||
Net income (loss) | $ 20,726 | $ (26,817) |
Reconciliation of net income (loss) to net cash used in operating activities: | ||
Stock based compensation | 12,906 | 784 |
Depreciation expense | 410 | 289 |
Change in fair value of contingent earn-out liability | (101,774) | |
Change in fair value of warrant liabilities | (3,947) | |
Non-cash lease expense | (157) | 911 |
Changes in operating assets and liabilities: | ||
Prepaid expense and other assets | (914) | (60) |
Accounts payable | (162) | 991 |
Accrued expenses | 18,974 | 381 |
Net cash used in operating activities | (53,938) | (23,521) |
Investing activities: | ||
Purchases of property and equipment | (13) | (43) |
Net cash used in investing activities | (13) | (43) |
Financing activities: | ||
Proceeds from issuance of convertible preferred stock, net of issuance costs | 71,256 | |
Offering cost paid in connection with Business Combination and PIPE Financing | (1,363) | |
Proceeds from issuance of common stock | 40 | |
Net cash (used in) provided by financing activities | (1,323) | 71,256 |
(Decrease) increase in cash, cash equivalents and restricted cash | (55,274) | 47,692 |
Cash and restricted cash, beginning of period | 1,679,175 | 490,315 |
Cash and restricted cash, end of period | 1,623,901 | $ 538,007 |
Supplemental disclosure of non-cash activities | ||
Purchases of property and equipment in accounts payable | $ 23 |
NATURE OF BUSINESS
NATURE OF BUSINESS | 3 Months Ended |
Mar. 31, 2022 | |
NATURE OF BUSINESS | |
NATURE OF BUSINESS | 1. NATURE OF BUSINESS EQRx, Inc. (the “Company”), formerly known as CM Life Sciences III Inc. (“CMLS III”), was incorporated in Delaware on January 25, 2021 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On December 17, 2021 (the “Closing Date”), the Company consummated the merger transaction contemplated pursuant to a definitive merger agreement dated August 5, 2021 (the “Merger Agreement”), by and among EQRx, Inc. (“Legacy EQRx”), CMLS III and Clover III Merger Sub, Inc. (“Merger Sub”). As contemplated by the Merger Agreement, Merger Sub merged with and into Legacy EQRx, with Legacy EQRx surviving the Merger as a wholly-owned subsidiary of CMLS III (such transactions, the “Business Combination”). As a result of the Business Combination, CMLS III was renamed EQRx, Inc., and Legacy EQRx was renamed EQRx International, Inc. EQRx International, Inc. was formed on August 26, 2019 and launched in January 2020 as a new type of pharmaceutical company committed to developing and delivering innovative medicines to patients at radically lower prices. The Company’s mission is to improve health for all with great, innovative, affordable medicines so that people with life-changing or chronic conditions can gain access to the medicines they need, physicians can treat patients without barriers to prescribing, and health systems can afford to make those medicines available, without restrictions, to the populations they serve in a financially sustainable manner. This approach starts with assembling a catalog of medicines at significant scale, targeting some of the most innovative clinical opportunities and highest drug cost categories of today and tomorrow, with an initial focus on oncology and immune-inflammatory diseases. Assuming it is successful in obtaining regulatory approval, the Company plans to offer its catalog of innovative medicines to payers and health systems at radically lower prices, through a simple and transparent pricing model without surprise price increases. The Company is also assembling a Global Buyers Club by entering into long-term, trusted strategic partnerships with private and public payers, providers and health systems so they and the patients they serve can gain access to its future medicines, if approved, at radically lower prices. The Company will offer simple and transparent pricing models to provide an opportunity for dramatic savings in these high-cost drug areas. The Company’s current pipeline of product candidates includes two late-stage programs each in-licensed in 2020: aumolertinib (EQ143), a third-generation epidermal growth factor receptor (EGFR) inhibitor, and sugemalimab (EQ165, also known as CS1001), an anti-programmed death-ligand 1 (PD-L1) antibody. The Business Combination was accounted for as a reverse recapitalization with Legacy EQRx being the accounting acquirer and CMLS III as the acquired company for accounting purposes. Accordingly, all historical financial information presented in the condensed consolidated financial statements and accompanying notes represents the accounts of Legacy EQRx and its wholly-owned subsidiaries. The shares and net loss per common share prior to the Business Combination have been retroactively restated as shares reflecting the exchange ratio established in the Merger Agreement. For additional information on the Business Combination, refer to note 4 to these condensed consolidated financial statements. Risks and Uncertainties The Company is subject to risks and uncertainties common to companies in the biotechnology industry, including, but not limited to, identification of product candidates, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations, establishment of relationships with strategic partners, and the ability to secure additional capital to fund operations. Product candidates in-licensed and to be in-licensed, discovered alone or in partnership, acquired or developed will require significant research and development efforts, including preclinical and clinical testing and regulatory approval, prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure, and extensive compliance and reporting capabilities. There can be no assurance that the Company’s ability to identify product candidates and subsequently research and develop those product candidates will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained both inside and outside the U.S., that any products developed will obtain necessary government regulatory approval, or that any approved products will be commercially viable. Even if the Company’s product identification and development efforts are successful, it is uncertain when, if ever, the Company will generate significant revenue from product sales, and the Company may be subject to significant competitive or litigation risks. In March 2020, the World Health Organization characterized the novel COVID-19 virus as a global pandemic. The full extent to which the ongoing COVID-19 pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition, including expenses, clinical trials and research and development costs, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19 and the actions taken to contain or treat COVID-19, as well as the economic impact on local, regional, national and international markets. These situations, or others associated with COVID-19, could cause delays in the Company’s clinical trial plans and could increase expected costs, all of which could have a material adverse effect on the Company’s business and its financial condition. COVID-19 has not had a significant impact on the operations or financial results of the Company to date. Liquidity The Company has limited operating history and anticipates that it will incur losses for the foreseeable future as it builds its internal infrastructure, identifies and acquires product candidates, conducts the research and development of its product candidates, and seeks marketing approval for its late-stage programs. The Company had net income of $20.7 million for the three months ended March 31, 2022, primarily due to non-cash income of $105.7 million resulting from the recognition of the contingent earn-out liability and warrant liabilities at fair value at March 31, 2022, as compared to a net loss of $26.8 million for the three months ended March 31, 2021. Prior to the Business Combination, the Company funded its operations with its initial public offering, and its subsidiary, EQRx International, Inc., funded its operations with borrowings under the convertible promissory notes it issued in October 2019 and from the sale of convertible preferred stock. As of March 31, 2022, the Company had cash, cash equivalents and restricted cash of $1.6 billion and an accumulated deficit of $337.8 million. The Company expects that its cash, cash equivalents and restricted cash outstanding as of March 31, 2022 will be sufficient to fund its obligations for at least twelve months from the date of issuance of these condensed consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying condensed consolidated interim financial statements and accompanying notes include the accounts of the Company and its wholly-owned subsidiaries EQRx, International, Inc., EQRx Securities Holding Corporation and an immaterial wholly -owned foreign subsidiary. All intercompany transactions and balances have been eliminated in consolidation. The accompanying condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these condensed consolidated interim financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2021 and the related notes, which provide a more complete discussion of the Company’s accounting policies and certain other information. The December 31, 2021 condensed consolidated balance sheet was derived from the Company’s audited financial statements. These unaudited condensed consolidated interim financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s condensed consolidated financial position as of March 31, 2022 and its results of operations and cash flows for the three months ended March 31, 2022 and 2021. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022, or for any other future annual or interim period. Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions, based on judgments considered reasonable, which affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. The Company bases its estimates and assumptions on historical experience, known trends and events and various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the valuation of the Company’s convertible promissory notes and common stock, the accrual of research and development and manufacturing expenses, stock-based compensation expense, the valuation of the contingent earn-out liability, and the fair value of warrants. Changes in estimates are recorded in the period in which they become known. Due to the risks and uncertainties involved in the Company’s business and evolving market conditions and, given the subjective element of the estimates and assumptions made, actual results may differ from estimated results. |
CASH, CASH EQUIVALENTS AND REST
CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 3 Months Ended |
Mar. 31, 2022 | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 3. CASH, CASH EQUIVALENTS AND RESTRICTED CASH The Company considers all highly liquid investments with an original or remaining maturity of three months or less at the date of purchase to be cash equivalents. Cash equivalents as of March 31, 2022 and December 31, 2021 consist of U.S. government money market funds, commercial paper, and U.S. treasury bills (see note 5). Amounts included in restricted cash consists of cash held to collateralize a letter of credit issued as a security deposit in connection with the Company’s lease of its corporate facility located in Cambridge, MA. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the applicable condensed consolidated balance sheet that sums to the total of the same such amounts shown in the condensed consolidated statement of cash flows (in thousands): March 31, 2022 2021 Cash and cash equivalents $ 1,623,268 $ 537,374 Restricted cash 633 633 Total cash and restricted cash $ 1,623,901 $ 538,007 |
BUSINESS COMBINATION
BUSINESS COMBINATION | 3 Months Ended |
Mar. 31, 2022 | |
BUSINESS COMBINATION | |
BUSINESS COMBINATION | 4. BUSINESS COMBINATION Summary of Business Combination On December 17, 2021, Merger Sub, a wholly-owned subsidiary of CMLS III, merged with Legacy EQRx, with Legacy EQRx surviving as a wholly-owned subsidiary of CMLS III, a related party. Pursuant to the terms of the Merger Agreement, on the Closing Date, each outstanding share of issued and outstanding common stock and preferred stock of Legacy EQRx was converted into the right to receive 0.627 shares (the “Exchange Ratio”) of the combined entity’s common stock, par value $0.0001 per share (“Common Stock”), resulting in the issuance of a total of 343,060,309 shares of Common Stock. Additionally, on the Closing Date, each option to purchase common stock of Legacy EQRx became an option to purchase shares of Common Stock of the combined company, subject to adjustment in accordance with the Exchange Ratio. The Company assumed 11,039,957 publicly-traded warrants (“Public Warrants”) and 8,693,333 private placement warrants issued in connection with CMLS III’s initial public offering (“Private Warrants” and, together with the Public Warrants, the “Warrants”). Each Warrant entitles the holder to purchase one share of the Company’s common stock, par value $0.0001 , at an exercise price of $11.50 per share. As of the Closing Date, each of the issued and outstanding shares of Class A common stock and Class B common stock (“Founders Stock”) of CMLS III automatically converted, on a one-for-one basis, into shares of Common Stock, and each of the issued and outstanding Private Warrants and Public Warrants automatically converted into warrants to acquire shares of Common Stock. In connection with the Business Combination, CMLS III entered into agreements with existing and new investors to subscribe for and purchase an aggregate of 120.0 million shares of Common Stock (the “PIPE Financing”) that resulted in gross proceeds of $1.2 billion upon the closing of the PIPE Financing. The closing of the Business Combination was a precondition to the PIPE Financing. The number of shares of Common Stock outstanding immediately following the consummation of the Business Combination was as follows: Shares Common stock of CMLS III outstanding prior to Business Combination 69,000,000 Less redemption of CMLS III shares (39,587,066) Less Founders Stock forfeited (4,840,628) Common stock of CMLS III as of the Business Combination 24,572,306 Common Stock issued pursuant to PIPE Financing 120,000,000 Business Combination and PIPE Financing shares 144,572,306 Common stock issued in Business Combination to Legacy EQRx stockholders 343,060,309 Total shares of common stock issued immediately after Business Combination 487,632,615 The Business Combination has been accounted for as a “reverse recapitalization” in accordance with GAAP. Under the reverse recapitalization model, the Business Combination was treated as Legacy EQRx issuing equity for the net assets of CMLS III, with no goodwill or intangible assets recorded. Under this method of accounting, CMLS III was treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the fact that subsequent to the merger, Legacy EQRx stockholders held a majority of the voting power of the combined company, Legacy EQRx comprised all of the ongoing operations of the combined entity, Legacy EQRx comprised a majority of the governing body of the combined company, and Legacy EQRx senior management comprised all of the senior management of the combined company. Net Proceeds In connection with the Business Combination, the Company received net proceeds of $1.3 billion from the merger and related PIPE Financing. The following table summarizes the elements of the net proceeds from the Business Combination and PIPE Financing transactions (in thousands): Recapitalization Cash - CMLS III's Trust account and cash (net of redemptions) $ 158,160 Cash - PIPE Financing 1,200,000 Less transaction costs and fees paid as of the Closing Date (53,596) Proceeds from the Business Combination, net of transaction costs paid as of the Closing Date 1,304,564 Less transaction costs paid following the Closing Date (1,363) Net proceeds from the Business Combination $ 1,303,201 Earn-Out Shares Following the Closing Date, holders of Legacy EQRx securities and options (“Earn-Out Service Providers”) are entitled to receive as additional merger consideration of up to 50,000,000 shares of Common Stock (the “Earn-out Shares”), comprised of two separate tranches, for no consideration upon the occurrence of certain triggering events. Earn-Out Service Providers may receive a pro rata share of up to 35,000,000 additional shares of Common Stock if at any time between the 12-month anniversary of the Closing Date and the 36-month anniversary of the Closing Date (the “Earn-Out Period”), the Common Stock price is greater than or equal to $12.50 for a period of at least 20 out of 30 consecutive trading days (“Tranche 1”), and up to 15,000,000 additional share of common stock if at any time during the Earn-Out Period the Common Stock price is greater than or equal to $16.50 for a period of at least 20 out of 30 consecutive trading days (“Tranche 2”). Earn-Out Shares allocated to Earn-Out Service Providers who held equity securities not subject to any vesting conditions or restrictions as of the Closing Date of the Business Combination are accounted for in accordance with ASC Topic 815, Derivatives and Hedging (“ASC 815”), as the Earn-Out Shares are not indexed to the Common Stock. Pursuant to ASC 815, these Earn-Out Shares were accounted for as a liability at the Closing Date of the Business Combination and subsequently remeasured at each reporting date with changes in fair value recorded as a component of other income (expense), net in the consolidated statements of operations and comprehensive income (loss). The fair value of the Earn-Out Shares accounted for under ASC 815 was $240.1 million at the Closing Date and was recognized as a liability in the consolidated balance sheet. Earn-Out Shares allocated to Earn-Out Service Providers who held shares of common stock or options to purchase common stock that are subject to time-based vesting conditions or restrictions as of the Closing Date of the Business Combination are accounted for in accordance with ASC Topic 718, Share-Based Compensation (“ASC 718”), as the Earn-Out Shares are subject to forfeiture based on the satisfaction of certain service conditions. Pursuant to ASC 718, these Earn-Out Shares were measured at fair value at the grant date (the Closing Date) and will be recognized as expense over the time-based vesting period with a credit to additional paid-in-capital. The fair value of the Earn-Out Shares accounted for under ASC 718 was $43.4 million at the Closing Date. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2022 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | 5. FAIR VALUE MEASUREMENTS Items Measured at Fair Value on a Recurring Basis The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis (in thousands): March 31, 2022 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 326,052 $ — $ — $ 326,052 Commercial paper (due within 90 days) — 1,111,122 — 1,111,122 U.S. treasury bills (due within 90 days) — 184,093 — 184,093 Total financial assets $ 326,052 $ 1,295,215 $ — $ 1,621,267 Liabilities Contingent earn-out liability $ — $ — $ 51,267 $ 51,267 Warrant liabilities 9,605 7,563 — 17,168 Total financial liabilities $ 9,605 $ 7,563 $ 51,267 $ 68,435 December 31, 2021 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 1,345,174 $ — $ — $ 1,345,174 Commercial paper (due within 90 days) — 329,345 — 329,345 Total financial assets $ 1,345,174 $ 329,345 $ — $ 1,674,519 Liabilities Contingent earn-out liability $ — $ — $ 153,041 $ 153,041 Warrant liabilities 11,813 9,302 — 21,115 Total financial liabilities $ 11,813 $ 9,302 $ 153,041 $ 174,156 In determining the fair value of its cash equivalents at each date presented above, the Company relied on quoted prices for similar securities in active markets or using other inputs that are observable or can be corroborated by observable market data. The fair value of the Public Warrants was based on observable listed prices for such warrants. The fair value of the Private Warrants is equivalent to that of the Public Warrants as they have substantially the same terms; however, they are not actively traded. The change in the fair value of the Warrants during the three months ended March 31, 2022 was as follows (in thousands): Fair Value Fair value as of December 31, 2021 $ 21,115 Change in fair value of warrant liabilities (3,947) Fair value as of March 31, 2022 $ 17,168 The carrying amounts of the Company’s prepaid and other current assets, accounts payable and accrued liabilities, approximate fair value due to their short maturities. Level 3 Financial Instruments The Earn-Out Shares accounted for under ASC 815 are categorized as Level 3 fair value measurements within the fair value hierarchy because the Company estimates projections over a ten-year period utilizing unobservable inputs. Contingent earnout payments involve certain assumptions requiring significant judgment and actual results can differ from assumed and estimated amounts. In determining the fair value of the contingent earn-out liabilities, the Company uses a Monte Carlo simulation model using a distribution of potential outcomes on a monthly basis prioritizing the more reliable information available. The assumptions utilized in the calculation are based on the achievement of certain stock price milestones, including the Company’s stock price at each reporting period, expected volatility, risk-free rate, expected term and expected dividend yield. The Earn-Out Shares subject to liability accounting were valued using the following assumptions under the Monte Carlo simulation valuation model: March 31, December 31, 2022 2021 Market price of public stock $ 4.13 $ 6.82 Expected share price volatility 56.1% 54.0% Risk-free interest rate 2.40% 0.96% Estimated dividend yield 0.0% 0.0% The change in the fair value of the contingent earn-out liabilities during the three months ended March 31, 2022 was as follows (in thousands): Fair Value Fair value as of December 31, 2021 $ 153,041 Change in fair value of earn-out liability (101,774) Fair value as of March 31, 2022 $ 51,267 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 3 Months Ended |
Mar. 31, 2022 | |
PROPERTY AND EQUIPMENT, NET | |
PROPERTY AND EQUIPMENT, NET | 6. PROPERTY AND EQUIPMENT, NET Property and equipment, net, consisted of the following (in thousands): March 31, December 31, Estimated Useful Life 2022 2021 Property and equipment: Leasehold improvements Lesser of useful life or life of lease $ 1,492 $ 1,492 Furniture and fixtures 5 years 1,215 1,215 Capitalized website development 1 - 3 years 577 577 Computer equipment 3 years 222 222 Work-in-progress n.a. 36 — 3,542 3,506 Less: Accumulated depreciation (1,931) (1,521) Property and equipment, net: $ 1,611 $ 1,985 During the three months ended March 31, 2022 and 2021, the Company recorded approximately $0.4 million and $0.3 million, respectively, in depreciation expense. |
ACCRUED EXPENSES
ACCRUED EXPENSES | 3 Months Ended |
Mar. 31, 2022 | |
ACCRUED EXPENSES | |
ACCRUED EXPENSES | 7. ACCRUED EXPENSES Accrued expenses consisted of the following (in thousands): March 31, December 31, 2022 2021 External research and development $ 37,724 $ 23,282 Accrued professional services 4,453 4,075 Accrued consulting 721 811 Accrued compensation 3,689 417 Other 98 319 Total accrued expenses $ 46,685 $ 28,904 |
CONVERTIBLE PREFERRED STOCK
CONVERTIBLE PREFERRED STOCK | 3 Months Ended |
Mar. 31, 2022 | |
Features Of Convertible Preferred Stock [Abstract] | |
CONVERTIBLE PREFERRED STOCK | 8 . CONVERTIBLE PREFERRED STOCK Series A Convertible Preferred Stock On January 10, 2020, the Company entered into a Series A Preferred Stock Purchase Agreement (“Series A Purchase Agreement”), pursuant to which it could raise up to approximately $218.0 million through the issuance of up to 234,257,469 Series A shares, excluding the issuance of shares of Series A upon conversion of the October 2019 Notes, par value $0.0001 per share, for $0.9306 per share (“Series A Original Issue Price”). During 2020, the Company sold a total of 234,257,469 shares of its Series A for gross proceeds of $218.0 million, excluding the shares of Series A issued upon conversion of the October 2019 Notes. Series B Convertible Preferred Stock On November 2, 2020 (the “Series B Original Issue Date”), the Company entered into a Preferred Stock Purchase Agreement, as amended on November 18, 2020 (“Series B Purchase Agreement”), pursuant to which it immediately issued 98,654,203 shares of Series B convertible preferred stock (“Series B”) (the “Series B Initial Closing”) at a purchase price of $2.7419 per share (the “Series B Original Issue Price”). Based upon the terms of the Series B Purchase Agreement, after the Series B Initial Closing, the Company could sell, in one or more additional closings, 191,473,066 additional shares of Series B to one or more purchasers who are existing stockholders of the Company or are mutually acceptable to the Company and its board of directors, provided that (a) such subsequent closings were consummated prior to March 31, 2021, (b) each such additional purchaser became a party to the Series B transaction agreements, and (c) the Company could not sell and issue more than 191,473,066 shares in aggregate in all closings under the Series B Purchase Agreement (“Series B Additional Closings”). During the year ended December 31, 2020, the Company issued a total of 181,261,150 shares of Series B for aggregate proceeds of $497.0 million in the Series B Initial Closing and through Series B Additional Closings. On January 28, 2021, the Company further amended the Series B Purchase Agreement to increase the number of shares of Series B that could be issued under the agreement from 191,473,066 to 207,885,043 . In January and February 2021, the Company issued an additional 26,133,332 additional shares of Series B at the Series B Original Issued Price for aggregate proceeds of $71.7 million. Conversion of Convertible Preferred Stock Pursuant to the terms of the Merger Agreement, upon the Closing Date, each share of Legacy EQRx convertible preferred stock issued and outstanding immediately prior to the Closing Date was converted into shares of the combined company’s common stock using an exchange ratio of 0.627 . A retroactive adjustment has been applied to all periods presented to reflect the Business Combination and reverse recapitalization as discussed further in note 4 and note 10. |
WARRANTS
WARRANTS | 3 Months Ended |
Mar. 31, 2022 | |
WARRANTS | |
WARRANTS | 9. WARRANTS CMLS issued the Public Warrants and Private Warrants, which have an exercise price of $11.50 and were deemed assumed by the Company in connection with the Business Combination. In accordance with the warrant agreements, the Warrants became exercisable on January 16, 2022. The Warrants will expire five years after the completion of the Business Combination, or earlier upon redemption or liquidation. Subsequent to the Business Combination, the Public Warrants and Private Warrants meet liability classification requirements because the Warrants contain provisions whereby adjustments to the settlement amount of the warrants are based on a variable that is not an input to the fair value of a “fix-for-fixed” option and the existence of the potential for net cash settlement for the warrant holders in the event of a tender offer. In addition, the Private Warrants are potentially subject to a different settlement amount depending upon the holder of the Private Warrants, which precludes them from being considered indexed to the entity’s own stock. Therefore, the Warrants are classified as liabilities on the condensed consolidated balance sheets at March 31, 2022 and December 31, 2021. As of March 31, 2022, no Warrants have been exercised or redeemed . As of March 31, 2022, the following Warrants were outstanding: Warrant Type Shares Exercise Price Public Warrants 11,039,957 $ 11.50 Private Warrants 8,693,333 $ 11.50 Total Warrants 19,733,290 Public Warrants The Public Warrants became exercisable for shares of Common Stock commencing on January 16, 2022. The Public Warrants will expire five years after the completion of the Business Combination, or earlier upon redemption or liquidation. Redemption of Warrants When the Price per Share of Common Stock Equals or Exceeds $18.00 The Company may redeem the outstanding Warrants: ● in whole and not in part; ● at a price of $0.01 per Warrant; ● upon not less than 30 days ’ prior written notice of redemption to each Warrant holder; and ● if, and only if, the last reported sale price of the common stock for any 20 trading days within a 30 - trading-day period ending three business days before the Company sends the notice of redemption to the Warrant holders (“Reference Value”) equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations, and the like). Redemption of Warrants When the Price per Share of Common Stock Equals or Exceeds $10.00 The Company may redeem the outstanding warrants: ● in whole and not in part; ● at $0.10 per 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 Company’s common stock as described below; ● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted per share sub-divisions, share dividends, reorganizations, reclassifications, recapitalizations, and the like); and ● if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations, and the like), the Private Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of the Common Stock shall mean the volume weighted average price of the Common Stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of Warrants. The Company will provide its Warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of common stock per warrant (subject to adjustment). No fractional shares will be issued upon exercise of the Warrants. Private Warrants The Private Warrants are identical to the Public Warrants, except that the Private Warrants and the Common Stock issuable upon the exercise of the Private Warrants were not transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, except as described above in the discussion of the redemption of warrants when the price per share of Common Stock equals or exceeds $10.00 , the Private Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Private Warrants and the Public Warrants contain provisions that require them to be classified as derivative liabilities in accordance with ASC 815. Accordingly, at the end of each reporting period, changes in fair value during the period are recognized as a change in fair value of warrant liabilities within the consolidated statements of operations and comprehensive income (loss). The Company adjusts the warrant liability for changes in the fair value until the earlier of (a) the exercise or expiration of the Warrants or (b) the redemption of the Warrants, at which time the Warrants will be reclassified to additional paid-in capital. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. The Warrants were valued on March 31, 2022 and December 31, 2021 using the listed trading price of $0.87 and $1.07 , respectively. |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 3 Months Ended |
Mar. 31, 2022 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS EQUITY | 10. STOCKHOLDERS’ EQUITY The consolidated statement of stockholders’ equity for the three months ended March 31, 2021 has been retroactively adjusted to reflect the Business Combination and reverse recapitalization (see note 4). Preferred Stock Upon closing of the Business Combination, pursuant to the terms of its Amended and Restated Certificate of Incorporation, the Company became authorized to issue 2,000,000 shares of preferred stock with a par value $0.0001 per share. The Company’s board of directors has the authority, without further action by the stockholders to issue such shares of preferred stock in one or more series, to establish from time to time the number of shares to be included in each such series, and to fix the dividend, voting, and other rights, preferences and privileges of the shares. There were no issued and outstanding shares of preferred stock as of March 31, 2022. Common Stock Upon the closing of the Business Combination, pursuant to the terms of the Company’s Amended and Restated Certificate of Incorporation, the Company became authorized to issue 1,250,000,000 shares of Common Stock with a par value of $0.0001 per share. Each share of Common Stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are entitled to receive dividends, as may be declared by the board of directors, if any, subject to the preferential dividend rights of the Company’s preferred stock. As of March 31, 2022, 537,650,901 shares of Common Stock were issued including 40,674,552 shares sold to the Company’s founders, employees and advisors under restricted stock agreements (see note 11), and 50,000,000 Earn-Out Shares. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2022 | |
STOCK-BASED COMPENSATION | |
STOCK-BASED COMPENSATION | 11. STOCK-BASED COMPENSATION In January 2020, the Company’s board of directors and stockholders adopted the 2019 Stock Option and Grant Plan (the “2019 Plan”). On December 16, 2021, the Company’s board of directors and the stockholders adopted the 2021 Option Grant and Incentive Plan (the “2021 Plan”), which became effective upon the closing of the Business Combination. The 2021 Plan provides for the issuance of incentive stock options or non-qualified stock options, restricted stock awards, unrestricted stock awards, restricted stock units, or any combination of the foregoing to employees, board members, consultants and advisors. Upon completion of the Business Combination, the Company ceased issuing awards under the 2019 Plan. The total number of shares of Common Stock that may be issued under the 2021 Plan was 59,353,357 at plan adoption (“Share Reserve”). The 2021 Plan provides that the Share Reserve will automatically increase on January 1, 2022 and each January 1 thereafter, by 5% of the outstanding number of shares of Common Stock on the immediately preceding December 31 or such lesser number of shares as determined by the Compensation and Talent Development Committee (the “Annual Increase”). Share limits under the 2021 Plan are subject to adjustment in the event of a stock split, stock dividend or other change in our capitalization. The shares of Common Stock underlying any awards that are forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of stock, expire or are otherwise terminated (other than by exercise) under each of the 2021 Plan and the 2019 Plan will be added back to the Share Reserve. As of March 31, 2022, 67,467,246 shares remain available for future grant under the 2021 Plan. Stock-based compensation expense included in the Company’s condensed consolidated statements of operations and comprehensive income (loss) was as follows (in thousands): Three months ended March 31, 2022 2021 Research and development $ 3,841 $ 222 General and administrative 9,065 562 Total stock-based compensation $ 12,906 $ 784 Stock Options A summary of stock option activity for employee and nonemployee awards during the three months ended March 31, 2022 is presented below: Weighted Average Aggregate Weighted- Remaining Intrinsic Average Contractual Value Exercise Term (in Options Price (years) thousands) Outstanding at December 31, 2021 21,624,447 $ 3.39 9.22 $ 82,038 Granted 16,661,477 Exercised (18,286) Cancelled/forfeited (236,985) Outstanding at March 31, 2022 38,030,653 $ 3.15 9.38 $ 56,578 Vested at March 31, 2022 4,729,248 $ 2.04 8.84 $ 10,470 Vested and expected to vest at March 31, 2022 38,030,653 $ 3.15 9.38 $ 56,578 The fair value of each stock option was estimated using a Black-Scholes option-pricing model with the following weighted-average assumptions: Three months ended March 31, 2022 2021 Risk-free interest rate 1.88 % 0.78 % Volatility 65 % 65 % Dividend yield 0.00 % 0.00 % Expected term (years) 6.0 6.0 The weighted average grant-date fair value of stock options granted during the three months ended March 31, 2022 and 2021 was $1.72 and $1.60 per share, respectively. The fair value of options that vested during the three months ended March 31, 2022 and 2021 was $3.5 million and $0.3 million, respectively. The aggregate intrinsic value of options exercised (i.e., the difference between the market price at exercise and the price paid by employees to exercise the option) during the three months ended March 31, 2022 was $35.1 thousand. There were no options exercised during the three months ended March 31, 2021. As of March 31, 2022, there was $64.1 million of total unrecognized compensation expense related to unvested stock options that the Company expects to recognize over a remaining weighted-average period of 3.3 years. Restricted Common Stock As of March 31, 2022, the Company had issued a total of: (i) 5,603,522 shares of restricted Common Stock to employees and advisors of the Company under the 2019 Plan; (ii) 627,000 shares of restricted Common Stock to a strategic partner outside of the 2019 Plan as partial compensation for future services; and (iii) 34,865,902 shares of restricted Common Stock to its founders, employees and advisors outside of the 2019 Plan. All shares of restricted Common Stock were issued subject to restricted stock purchase agreements between the Company and each purchaser. Pursuant to the restricted stock purchase agreements, the Company, at its discretion, has the right to repurchase unvested shares if the holder’s relationship with the Company is terminated at the lesser of the original purchase price of the shares, or the fair value of the shares at the time of repurchase. The restricted shares are not deemed to be issued for accounting purposes until they vest and are therefore excluded from shares outstanding until the repurchase right lapses and the shares are no longer subject to the repurchase feature. A summary of the Company’s restricted Common Stock activity and related information during the three months ended March 31, 2022 is as follows: Weighted- Average Number of Grant Date Shares Fair Value Unvested restricted common stock at December 31, 2021 18,263,118 $ 0.22 Granted — Forfeited — Vested (1,992,005) 0.01 Unvested restricted common stock at March 31, 2022 16,271,113 0.24 As of March 31, 2022, there was $2.1 million of total unrecognized compensation expense related to unvested restricted Common Stock that the Company expects to recognize over a remaining weighted-average period of 2.9 years. Earn-Out Shares Earn-Out Shares allocated to Earn-Out Service Providers who held shares of common stock or options to purchase common stock that are subject to time-based vesting conditions or restrictions as of the Closing Date of the Business Combination are accounted for in accordance with ASC 718. Pursuant to ASC 718, these Earn-Out Shares were measured at fair value at the grant date (the Closing Date) and will be recognized as expense over the time-based vesting period using the accelerated attribution method with a credit to additional paid-in-capital. The fair value of the Earn-Out Shares accounted for under ASC 718 was $43.4 million at the Closing Date. The following table summarizes the activity associated with Earn-Out Shares accounted for pursuant to ASC 718 during the three months ended March 31, 2022: Weighted- Average Grant Date Fair Value Number of Shares Per Share Outstanding at December 31, 2021 7,653,215 $ 5.67 Granted — — Forfeited (23,018) 5.67 Outstanding at March 31, 2022 7,630,197 5.67 During the three months ended March 31, 2022, the Company recognized $8.1 million of stock-based compensation expenses associated with the Earn-Out Shares. As of March 31, 2022, unrecognized compensation costs related to the Earn-Out Shares was $18.4 million and is expected to be recognized over a weighted-average period of 1.4 years. |
LICENSE AGREEMENTS AND DISCOVER
LICENSE AGREEMENTS AND DISCOVERY COLLABORATIONS | 3 Months Ended |
Mar. 31, 2022 | |
LICENSE AGREEMENTS AND DISCOVERY COLLABORATIONS | |
LICENSE AGREEMENTS AND DISCOVERY COLLABORATIONS | 12. LICENSE AGREEMENTS AND DISCOVERY COLLABORATIONS License Agreements Aumolertinib — Hansoh On July 22, 2020, the Company entered into a collaboration and license agreement with Hansoh (Shanghai) Healthtech Co., LTD and Jiangsu Hansoh Pharmaceutical Group Company LTD, (collectively “Hansoh”) under which it acquired an exclusive license for the research, development, and commercialization of aumolertinib, a third generation EGFR inhibitor, worldwide, with the exception of the People’s Republic of China, and its territories and possessions, including Hong Kong, Macau and Taiwan (the “Hansoh Territory”). The license agreement also provides the Company with a non-exclusive license in the Hansoh Territory to research, develop and export aumolertinib for purposes of obtaining regulatory approval for, and commercialization of aumolertinib for use outside of the Hansoh Territory. Under the terms of the license agreement, the Company received an exclusive license to develop aumolertinib for any and all uses for the treatment of cancer, cancer-related and immune-inflammatory diseases in humans at its own cost and expense in the Company’s territory. The Company was obligated to make an upfront non-refundable, non-creditable payment of $25.0 million. If the Company succeeds in developing and commercializing aumolertinib, Hansoh will be eligible to receive (i) up to $90.0 million in development and regulatory milestone payments, and (ii) up to $420.0 million in sales milestone payments. In the event that Hansoh elects to opt out of sharing certain global development costs in accordance with the terms of the license agreement, the total potential development and regulatory payments Hansoh is eligible to receive will be reduced to $55.0 million, and the total potential sales milestone payments will be reduced to $350.0 million. Hansoh is also eligible to receive royalties on worldwide (except the Hansoh Territory) net sales of any products containing aumolertinib which range from mid-single digits to low teens, subject to potential reduction following the launch of certain generic products. The royalties for aumolertinib will expire on a product-by-product and country-by-country basis upon the later to occur of (i) the expiration of all valid patent claims covering the compounds in a country, (ii) the expiration of all regulatory exclusivities for aumolertinib in a country, or (iii) 11 years following the first commercial sale of aumolertinib in a country. The Company has the right to terminate the license agreement with Hansoh for any or no reason upon at least 180 days prior written notice to Hansoh. Either party may terminate the license agreement in its entirety for the other party’s material breach if such party fails to cure the breach. Either party may also terminate the agreement in its entirety upon certain insolvency events involving the other party. The Company evaluated the license agreement with Hansoh under ASC 805 and concluded that because the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar assets, the transaction did not meet the requirements to be accounted for as a business combination and therefore was accounted for as an asset acquisition Sugemalimab/Nofazinlimab — CStone On October 26, 2020, the Company entered into a license agreement with CStone Pharmaceuticals (“CStone”) under which it acquired an exclusive license for the research, development, and commercialization of CStone’s sugemalimab, an anti-PD-L1 monoclonal antibody, and nofazinlimab, an anti-PD-1 monoclonal antibody, worldwide, with the exception of Mainland China, Taiwan, Hong Kong and Macau (the “CStone Territory”). Under the terms of the license agreement, the Company received an exclusive license to develop sugemalimab and nofazinlimab for any and all uses at its own cost and expense in the Company’s territory. The Company was obligated to make an upfront non-refundable, non-creditable payment of $150.0 million, including $10.0 million as CStone received notification that the U.S. Food and Drug Administration designated sugemalimab as a breakthrough therapy. If the Company succeeds in developing and commercializing sugemalimab, CStone will be eligible to receive (i) up to $107.5 million in development and regulatory milestone payments, and (ii) up to $565.0 million in sales milestone payments. If the Company succeeds in developing and commercializing nofazinlimab, CStone will be eligible to receive (i) up to $75.0 million in development and regulatory milestone payments, and (ii) up to $405.0 million in sales milestone payments. CStone is also eligible to receive royalties on worldwide (excluding the CStone Territory) net sales of any products containing sugemalimab and nofazinlimab ranging from the low teens to the high teens for sugemalimab and from the mid-single digits to teens for nofazinlimab, subject to potential reduction following the launch of certain generic products. The royalties for sugemalimab and nofazinlimab will expire on a product-by-product and country-by-country basis upon the later to occur of (i) the expiration of all valid patent claims covering the compounds in a country, (ii) the expiration of all regulatory exclusivities for sugemalimab and nofazinlimab in a country, or (iii) 11 years following the first commercial sale of sugemalimab or nofazinlimab in a country. The Company is responsible for the costs associated with the development and regulatory approvals of sugemalimab and nofazinlimab in its territory. The Company is also required to reimburse CStone for any costs it incurs in the Company’s territory following the execution of the license agreement for development activities that were ongoing at the time the license agreement became effective. Additionally, during the term of the license agreement, either party may propose the development of a combination study with sugemalimab or nofazinlimab. If both parties agree to participate in the combination study, the costs incurred will be split between the two parties based upon the terms provided for in a separate written agreement detailing each party’s rights and obligations with respect to the development of the combination regimen. The Company has the right to terminate the license agreement with CStone for any or no reason upon providing prior written notice to CStone. Either party may terminate the license agreement in its entirety for the other party’s material breach if such party fails to cure the breach. Either party may also terminate the agreement in its entirety upon certain insolvency events involving the other party. The Company evaluated the license agreement with CStone under ASC 805 and concluded that the transaction did not meet the requirements to be accounted for as a business combination and therefore was accounted for as an asset acquisition. Other Licenses The Company has entered into a number of license agreements under which it acquired exclusive licenses for the research, development and commercialization of preclinical and clinical compounds from pharmaceutical and/or biotechnology companies (the “Preclinical/Clinical Assets”). Under the terms of the license agreements executed, the Company received exclusive licenses to develop the Preclinical/Clinical Assets at its own cost and expense in the Company’s territory. The Company was obligated to make upfront non-refundable, non-creditable payments of $31.5 million through March 31, 2022. If the Company succeeds in developing and commercializing the Preclinical/Clinical Assets, the Company may be required to pay (i) up to $108.0 million in development milestone payments, (ii) up to $243.0 million in regulatory milestone payments, and (iii) up to $1.0 billion in sales milestone payments. Additionally, the Company may be required to pay royalties on worldwide net sales of any products containing the Preclinical/Clinical Assets which range from mid-single digits to low double digits, subject to potential reduction following the launch of certain generic products. The royalties for the Preclinical/Clinical Assets will expire on a product-by-product and country-by-country basis. The Company has the right to terminate the license agreements for the Preclinical/Clinical Assets for any or no reason with prior written notice, and either party may terminate the license agreements in their entirety for the other party’s material breach if such party fails to cure the breach. Either party may also terminate the agreements in its entirety upon certain insolvency events involving the other party. During the three months ended March 31, 2022, the Company sent notices of termination for two preclinical license agreements that will be effective in May 2022. The Company evaluated the license agreements under ASC 805 and concluded that because the fair value of the gross assets acquired under each license agreement is concentrated in a single identifiable asset or group of similar assets, the transactions did not meet the requirements to be accounted for as a business combination and therefore were accounted for as asset acquisitions. Discovery Collaboration Agreements The Company has entered into a number of discovery collaboration agreements pursuant to which the Company agreed to collaborate with certain collaboration partners (the “Partners”), leveraging the Partner’s AI capabilities to identify, discover and develop innovative therapeutics for agreed upon targets, in order to further expand the Company’s pipeline of therapies (the “Collaboration Agreements”). Pursuant to the Collaboration Agreements, the parties will collaborate to identify a number of targets for which the parties will seek to develop candidates to treat patients. In general, the Partners are responsible for performing the discovery, profiling, preclinical and investigational new drug application (“IND”) enabling studies (the “Research Activities”) for all potential candidates. Once a candidate is identified and selected for further development (the “Collaboration Product”), the Company is generally responsible for all activities required to develop and commercialize the Collaboration Product. In general, the Company and the Partners will equally share costs (including research, development, and commercialization) and profits (losses) with respect to each Collaboration Product. All activities performed under the Collaboration Agreements are overseen by joint steering committees established under each Collaboration Agreement and made up of an equal number of participants from the Partner and the Company. Decisions by the joint steering committee will generally be made by consensus. The terms of the Collaboration Agreements will continue throughout the development and commercialization of the Collaboration Products, on a product-by-product basis, until the expiration of the last payment obligation by one of the parties to the other or, if earlier terminated. The Company has the right to terminate the Collaboration Agreements for any or no reason upon providing prior written notice. The Collaboration Agreements are considered to be within the scope of ASC 808 as the agreements represent a joint operating activity and both the Partners and the Company are active participants and exposed to the risks and rewards. The Company has evaluated the Collaboration Agreements and determined they do not fall within the scope of ASC 606 as the Partners do not meet the definition of a customer. Through March 31, 2022, the Company has paid upfront fees totalling $32.5 million under the Collaboration Agreements, of which $17.0 million and $8.5 million are reflected in prepaid and other current assets and other non-current assets, respectively, on the condensed consolidated balance sheet at March 31, 2022. |
COMMITMENT AND CONTINGENCIES
COMMITMENT AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2022 | |
COMMITMENT AND CONTINGENCIES | |
COMMITMENT AND CONTINGENCIES | 13. COMMITMENT AND CONTINGENCIES Operating Leases In December 2019, the Company entered into a non-cancellable operating lease with Surface Oncology, Inc. (“Surface”) for 33,529 square feet of office space in Cambridge, Massachusetts (the “Lease Agreement”). The term of the Lease Agreement originally commenced on January 1, 2020, and was set to expire on January 31, 2023 (the “Original Term Date”), with no renewal option. On May 11, 2022, the Company entered into an amendment to the Lease Agreement (the “Amended Lease Agreement”) that extended to lease expiration date to July 31, 2024, and provided the Company with an option to further extend the lease expiration date to January 31, 2025 if Surface does not provide written notice on or before September 30, 2023 that it will retake possession of the premises on July 31, 2024. Pursuant to the Lease Agreement, the Company will pay an initial annual base rent of $2.5 million, which base rent increases after every twelve-month period during the lease term to $2.7 million for the last twelve-month period (the “Base Rent”). Pursuant to the Amended Lease Agreement, the Base Rent decreases subsequent to the Original Term Date to an equivalent of an annual base rent of approximately $2.5 million. The Company has also agreed to pay its proportionate share of operating expenses and property taxes for the building in which the leased space is located. The Lease Agreement provided the Company with an improvement allowance of up to $1.0 million. Upon payment to the Company of the improvement allowance, the Lease Agreement provided that the annual Base Rent would be increased by the total amount drawn and amortized on a straight-line basis over the balance of the lease term such that the full amount of the allowance drawn would be reimbursed to Surface as of the last regularly scheduled Base Rent payment date. During the year ended December 31, 2020, the Company completed a buildout of the leased office space and received the $1.0 million improvement allowance from Surface in January 2021. The Company determined that it owns the leasehold improvements and, as such, reflected the $1.0 million leasehold improvement as property and equipment in the consolidated balance sheet. The following table summarizes the effect of lease costs in the Company’s consolidated statements of operations and comprehensive (in thousands): Three months ended March 31, Classification 2022 2021 Operating lease costs Research and development $ 337 295 General and administrative 315 357 Variable lease costs (1) Research and development 101 101 General and administrative 94 122 Total lease costs $ 847 $ 875 (1) Variable lease costs include the Company’s proportionate share of operating expenses, property taxes, utilities and parking for the building in which the leased space is located. The Company made cash payments of $1.0 million and $1.0 million under the Lease Agreement during the three months ended March 31, 2022 and 2021, respectively. Legal Proceedings From time to time, the Company may become subject to legal proceedings and claims which arise in the ordinary course of its business. The Company records a liability in its consolidated financial statements for these matters when a loss is known or considered probable, and the amount can be reasonably estimated. The Company reviews these estimates each accounting period as additional information is known and adjusts the loss provision when appropriate. If a matter is both probable to result in a liability and the amounts of loss can be reasonably estimated, the Company estimates and discloses the possible loss or range of loss to the extent necessary to make the consolidated financial statements not misleading. If the loss is not probable or cannot be reasonably estimated, a liability is not recorded in its consolidated financial statements. As of March 31, 2022, the Company was not party to any material litigation. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2022 | |
INCOME TAXES | |
INCOME TAXES | 14. INCOME TAXES There has historically been no federal or state provision for income taxes because the Company has incurred operating losses and maintains a full valuation allowance against its net deferred tax assets and liabilities in the United States. For the three months ended March 31, 2022 and 2021, the Company recognized no provision for income taxes in the United States. The foreign provision for income taxes was immaterial for the three months ended March 31, 2022 and 2021. Utilization of net operating loss carryforwards, tax credits and other attributes may be subject to future annual limitations due to the ownership change limitations provided by Section 382 of the Internal Revenue Code and similar state provisions. |
EMPLOYEE BENEFITS
EMPLOYEE BENEFITS | 3 Months Ended |
Mar. 31, 2022 | |
EMPLOYEE BENEFITS | |
EMPLOYEE BENEFITS | 15. EMPLOYEE BENEFITS In July 2020, the Company adopted a 401(k) retirement and savings plan (the “401(k) Plan”) covering all employees. The 401(k) plan allows employees to make pre-tax or post-tax contributions up to the maximum allowable amount set by the Internal Revenue Services. Under the 401(k) Plan, the Company may make discretionary contributions as approved by the board of directors. The Company made contributions to the 401(k) Plan of approximately $0.5 million and $0.2 million during the three months ended March 31, 2022 and 2021, respectively. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 3 Months Ended |
Mar. 31, 2022 | |
NET LOSS PER SHARE | |
NET LOSS PER SHARE | 16. NET INCOME (LOSS) PER SHARE The Company computes basic and diluted earnings per share amounts based upon net income (loss) for the periods presented. Basic net income (loss) per share is computed using the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed using the sum of the weighted average number of common shares outstanding during the period including the effect of outstanding dilutive securities. The Company applies the two-class method to calculate its basic and diluted net income (loss) per share as the Company has issued shares of restricted Common Stock that meet the definition of participating securities. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to common stockholders. The Company’s participating securities contractually entitle the holders of such shares to participate in dividends; but do 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, diluted net loss per share is the same as basic net loss per share, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The following table sets forth the computation of basic and diluted net income (loss) per share (in thousands, except share and per share data): Three months ended March 31, 2022 2021 Numerator: Net income (loss) $ 20,726 $ (26,817) Less: income allocable to participating securities (692) — Income (loss) allocable to common shares $ 20,034 $ (26,817) Add back: undistributed earnings allocable to participating securities 692 — Less: undistributed earnings reallocated to participating securities (663) — Numerator for diluted earnings per share $ 20,063 $ (26,817) Denominator: Basic weighted-average common shares outstanding 470,627,083 311,496,909 Effect of dilutive securities 21,165,069 — Diluted weighted-average common shares outstanding 491,792,152 311,496,909 Net income (loss) per share, basic $ 0.04 $ (0.09) Net income (loss) per share, diluted $ 0.04 $ (0.09) The Company’s potentially dilutive securities include Warrants, Earn-Out Shares, options to purchase Common Stock and unvested restricted Common Stock. These potentially dilutive securities have been excluded from the computation of diluted net loss per share for the three months ended March 31, 2021 as the effect would be to reduce the net loss per share. The Company excluded the following potential shares of Common Stock, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect: Three months ended March 31, 2022 2021 Convertible preferred stock — 277,968,597 Outstanding Warrants 19,733,290 — Outstanding stock options 21,596,206 11,701,970 Earn-Out Shares 50,000,000 — Unvested restricted stock — 23,257,270 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | 17. SUBSEQUENT EVENTS In preparing the condensed consolidated financial statements as of March 31, 2022, the Company evaluated subsequent events for recognition and measurement purposes through the filing date of this Quarterly Report on Form 10-Q. Except as disclosed elsewhere within the notes to the condensed consolidated financial statements, the Company concluded that no events or transactions have occurred that require disclosure in the accompanying condensed consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated interim financial statements and accompanying notes include the accounts of the Company and its wholly-owned subsidiaries EQRx, International, Inc., EQRx Securities Holding Corporation and an immaterial wholly -owned foreign subsidiary. All intercompany transactions and balances have been eliminated in consolidation. The accompanying condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these condensed consolidated interim financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2021 and the related notes, which provide a more complete discussion of the Company’s accounting policies and certain other information. The December 31, 2021 condensed consolidated balance sheet was derived from the Company’s audited financial statements. These unaudited condensed consolidated interim financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s condensed consolidated financial position as of March 31, 2022 and its results of operations and cash flows for the three months ended March 31, 2022 and 2021. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022, or for any other future annual or interim period. |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions, based on judgments considered reasonable, which affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. The Company bases its estimates and assumptions on historical experience, known trends and events and various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the valuation of the Company’s convertible promissory notes and common stock, the accrual of research and development and manufacturing expenses, stock-based compensation expense, the valuation of the contingent earn-out liability, and the fair value of warrants. Changes in estimates are recorded in the period in which they become known. Due to the risks and uncertainties involved in the Company’s business and evolving market conditions and, given the subjective element of the estimates and assumptions made, actual results may differ from estimated results. |
CASH, CASH EQUIVALENTS AND RE_2
CASH, CASH EQUIVALENTS AND RESTRICTED CASH (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH | |
Schedule of reconciliation of cash, cash equivalents and restricted cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the applicable condensed consolidated balance sheet that sums to the total of the same such amounts shown in the condensed consolidated statement of cash flows (in thousands): March 31, 2022 2021 Cash and cash equivalents $ 1,623,268 $ 537,374 Restricted cash 633 633 Total cash and restricted cash $ 1,623,901 $ 538,007 |
BUSINESS COMBINATION (Tables)
BUSINESS COMBINATION (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
BUSINESS COMBINATION | |
Schedule of common stock outstanding upon business combination | Shares Common stock of CMLS III outstanding prior to Business Combination 69,000,000 Less redemption of CMLS III shares (39,587,066) Less Founders Stock forfeited (4,840,628) Common stock of CMLS III as of the Business Combination 24,572,306 Common Stock issued pursuant to PIPE Financing 120,000,000 Business Combination and PIPE Financing shares 144,572,306 Common stock issued in Business Combination to Legacy EQRx stockholders 343,060,309 Total shares of common stock issued immediately after Business Combination 487,632,615 |
Schedule of elements of net proceeds from business combination | The following table summarizes the elements of the net proceeds from the Business Combination and PIPE Financing transactions (in thousands): Recapitalization Cash - CMLS III's Trust account and cash (net of redemptions) $ 158,160 Cash - PIPE Financing 1,200,000 Less transaction costs and fees paid as of the Closing Date (53,596) Proceeds from the Business Combination, net of transaction costs paid as of the Closing Date 1,304,564 Less transaction costs paid following the Closing Date (1,363) Net proceeds from the Business Combination $ 1,303,201 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Schedule of fair value of financial instruments measured on recurring basis | Items Measured at Fair Value on a Recurring Basis The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis (in thousands): March 31, 2022 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 326,052 $ — $ — $ 326,052 Commercial paper (due within 90 days) — 1,111,122 — 1,111,122 U.S. treasury bills (due within 90 days) — 184,093 — 184,093 Total financial assets $ 326,052 $ 1,295,215 $ — $ 1,621,267 Liabilities Contingent earn-out liability $ — $ — $ 51,267 $ 51,267 Warrant liabilities 9,605 7,563 — 17,168 Total financial liabilities $ 9,605 $ 7,563 $ 51,267 $ 68,435 December 31, 2021 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 1,345,174 $ — $ — $ 1,345,174 Commercial paper (due within 90 days) — 329,345 — 329,345 Total financial assets $ 1,345,174 $ 329,345 $ — $ 1,674,519 Liabilities Contingent earn-out liability $ — $ — $ 153,041 $ 153,041 Warrant liabilities 11,813 9,302 — 21,115 Total financial liabilities $ 11,813 $ 9,302 $ 153,041 $ 174,156 |
Schedule of Fair Value Of Warrants [Table Text Block] | The change in the fair value of the Warrants during the three months ended March 31, 2022 was as follows (in thousands): Fair Value Fair value as of December 31, 2021 $ 21,115 Change in fair value of warrant liabilities (3,947) Fair value as of March 31, 2022 $ 17,168 |
Schedule of change in fair value | Fair Value Fair value as of December 31, 2021 $ 153,041 Change in fair value of earn-out liability (101,774) Fair value as of March 31, 2022 $ 51,267 |
Earn-Out Shares subject to liability accounting | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Schedule of valuation inputs | March 31, December 31, 2022 2021 Market price of public stock $ 4.13 $ 6.82 Expected share price volatility 56.1% 54.0% Risk-free interest rate 2.40% 0.96% Estimated dividend yield 0.0% 0.0% |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
PROPERTY AND EQUIPMENT, NET | |
Schedule of property and equipment | Property and equipment, net, consisted of the following (in thousands): March 31, December 31, Estimated Useful Life 2022 2021 Property and equipment: Leasehold improvements Lesser of useful life or life of lease $ 1,492 $ 1,492 Furniture and fixtures 5 years 1,215 1,215 Capitalized website development 1 - 3 years 577 577 Computer equipment 3 years 222 222 Work-in-progress n.a. 36 — 3,542 3,506 Less: Accumulated depreciation (1,931) (1,521) Property and equipment, net: $ 1,611 $ 1,985 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
ACCRUED EXPENSES | |
Schedule of accrued expenses | Accrued expenses consisted of the following (in thousands): March 31, December 31, 2022 2021 External research and development $ 37,724 $ 23,282 Accrued professional services 4,453 4,075 Accrued consulting 721 811 Accrued compensation 3,689 417 Other 98 319 Total accrued expenses $ 46,685 $ 28,904 |
WARRANTS (Tables)
WARRANTS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
WARRANTS | |
Schedule of warrants outstanding | Warrant Type Shares Exercise Price Public Warrants 11,039,957 $ 11.50 Private Warrants 8,693,333 $ 11.50 Total Warrants 19,733,290 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
STOCK-BASED COMPENSATION | |
Schedule of Stock-based Compensation Expense | Stock-based compensation expense included in the Company’s condensed consolidated statements of operations and comprehensive income (loss) was as follows (in thousands): Three months ended March 31, 2022 2021 Research and development $ 3,841 $ 222 General and administrative 9,065 562 Total stock-based compensation $ 12,906 $ 784 |
Schedule of Options Activity | A summary of stock option activity for employee and nonemployee awards during the three months ended March 31, 2022 is presented below: Weighted Average Aggregate Weighted- Remaining Intrinsic Average Contractual Value Exercise Term (in Options Price (years) thousands) Outstanding at December 31, 2021 21,624,447 $ 3.39 9.22 $ 82,038 Granted 16,661,477 Exercised (18,286) Cancelled/forfeited (236,985) Outstanding at March 31, 2022 38,030,653 $ 3.15 9.38 $ 56,578 Vested at March 31, 2022 4,729,248 $ 2.04 8.84 $ 10,470 Vested and expected to vest at March 31, 2022 38,030,653 $ 3.15 9.38 $ 56,578 |
Schedule of Options Valuation Inputs | The fair value of each stock option was estimated using a Black-Scholes option-pricing model with the following weighted-average assumptions: Three months ended March 31, 2022 2021 Risk-free interest rate 1.88 % 0.78 % Volatility 65 % 65 % Dividend yield 0.00 % 0.00 % Expected term (years) 6.0 6.0 |
Schedule of Restricted Stock Activity | A summary of the Company’s restricted Common Stock activity and related information during the three months ended March 31, 2022 is as follows: Weighted- Average Number of Grant Date Shares Fair Value Unvested restricted common stock at December 31, 2021 18,263,118 $ 0.22 Granted — Forfeited — Vested (1,992,005) 0.01 Unvested restricted common stock at March 31, 2022 16,271,113 0.24 |
Schedule of Earn-Out shares activity | The following table summarizes the activity associated with Earn-Out Shares accounted for pursuant to ASC 718 during the three months ended March 31, 2022: Weighted- Average Grant Date Fair Value Number of Shares Per Share Outstanding at December 31, 2021 7,653,215 $ 5.67 Granted — — Forfeited (23,018) 5.67 Outstanding at March 31, 2022 7,630,197 5.67 |
COMMITMENT AND CONTINGENCIES (T
COMMITMENT AND CONTINGENCIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
COMMITMENT AND CONTINGENCIES | |
Schedule of the effect of lease costs | The following table summarizes the effect of lease costs in the Company’s consolidated statements of operations and comprehensive (in thousands): Three months ended March 31, Classification 2022 2021 Operating lease costs Research and development $ 337 295 General and administrative 315 357 Variable lease costs (1) Research and development 101 101 General and administrative 94 122 Total lease costs $ 847 $ 875 (1) Variable lease costs include the Company’s proportionate share of operating expenses, property taxes, utilities and parking for the building in which the leased space is located. |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
NET LOSS PER SHARE | |
Schedule of computation of basic and diluted net loss per share | The following table sets forth the computation of basic and diluted net income (loss) per share (in thousands, except share and per share data): Three months ended March 31, 2022 2021 Numerator: Net income (loss) $ 20,726 $ (26,817) Less: income allocable to participating securities (692) — Income (loss) allocable to common shares $ 20,034 $ (26,817) Add back: undistributed earnings allocable to participating securities 692 — Less: undistributed earnings reallocated to participating securities (663) — Numerator for diluted earnings per share $ 20,063 $ (26,817) Denominator: Basic weighted-average common shares outstanding 470,627,083 311,496,909 Effect of dilutive securities 21,165,069 — Diluted weighted-average common shares outstanding 491,792,152 311,496,909 Net income (loss) per share, basic $ 0.04 $ (0.09) Net income (loss) per share, diluted $ 0.04 $ (0.09) |
Schedule of antidilutive securities | Three months ended March 31, 2022 2021 Convertible preferred stock — 277,968,597 Outstanding Warrants 19,733,290 — Outstanding stock options 21,596,206 11,701,970 Earn-Out Shares 50,000,000 — Unvested restricted stock — 23,257,270 |
NATURE OF BUSINESS (Details)
NATURE OF BUSINESS (Details) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2022USD ($)item | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
NATURE OF BUSINESS | ||||
Number of late stage products currently in development | item | 2 | |||
Net income (loss) | $ 20,726 | $ (26,817) | ||
Cash, cash equivalents and restricted cash | 1,623,901 | $ 538,007 | $ 1,679,175 | $ 490,315 |
Accumulated deficit | (337,774) | $ (358,500) | ||
Amount of non cash income (loss) from contingent earn out liability and warrant liability | $ 105,700 |
CASH, CASH EQUIVALENTS AND RE_3
CASH, CASH EQUIVALENTS AND RESTRICTED CASH (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | ||||
Cash and cash equivalents | $ 1,623,268 | $ 1,678,542 | $ 537,374 | |
Restricted cash | 633 | 633 | ||
Total cash and restricted cash | $ 1,623,901 | $ 1,679,175 | $ 538,007 | $ 490,315 |
BUSINESS COMBINATION (Details)
BUSINESS COMBINATION (Details) $ / shares in Units, $ in Thousands | Dec. 17, 2021USD ($)tranche$ / sharesshares | Mar. 31, 2022USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 16, 2021shares |
Business Acquisition [Line Items] | ||||
Number of shares received for each share in conversion | 0.627 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Proceeds from PIPE financing | $ | $ 1,200,000 | $ 1,200,000 | ||
Number of Earn-Out Shares issued | 50,000,000 | |||
Earn Out Shares, Pro Rata Share, Number Of Shares Issued Or Issuable | 35,000,000 | |||
Earn Out Shares Subject To Vesting, Fair Value | $ | $ 43,400 | |||
Common stock of CMLS III | 24,572,306 | 69,000,000 | ||
Less redemption of CMLS III shares | (39,587,066) | |||
Less: Founder stock forfeited | (4,840,628) | |||
Shares issued in PIPE financing | 120,000,000 | |||
Business Combination and PIPE Financing shares | 144,572,306 | |||
Common stock, shares issued | 487,632,615 | 537,650,901 | 537,632,615 | |
Earn-Out shares liability | $ | $ 51,267 | $ 153,041 | ||
Change in fair value of contingent earn-out liability | $ | $ (101,774) | |||
Number of shares per warrant | 1 | |||
Exercise price (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | ||
Number of tranches relating earn out contingent consideration under business combination. | tranche | 2 | |||
Minimum | ||||
Business Acquisition [Line Items] | ||||
Earn-out shares liability duration | 12 months | |||
Maximum | ||||
Business Acquisition [Line Items] | ||||
Earn Out Shares Liability, Ending, Duration Period | 36 months | |||
ASC 815 | ||||
Business Acquisition [Line Items] | ||||
Earn-Out shares liability | $ | $ 240,100 | |||
ASC 718 | ||||
Business Acquisition [Line Items] | ||||
Earn Out Shares Subject To Vesting, Fair Value | $ | $ 43,400 | |||
Public Warrant | ||||
Business Acquisition [Line Items] | ||||
Warrant issued | 11,039,957 | |||
Private Warrant | ||||
Business Acquisition [Line Items] | ||||
Warrant issued | 8,693,333 | |||
Merger Sub | ||||
Business Acquisition [Line Items] | ||||
Shares issued in business combination | 343,060,309 | |||
Tranche 1 | ||||
Business Acquisition [Line Items] | ||||
Number of Earn-Out Shares issued | 15,000,000 | |||
Share Price | $ / shares | $ 12.50 | |||
Tranche 2 | ||||
Business Acquisition [Line Items] | ||||
Share Price | $ / shares | $ 16.50 |
BUSINESS COMBINATION - Net proc
BUSINESS COMBINATION - Net proceeds (Details) - USD ($) $ in Thousands | Dec. 17, 2021 | Mar. 31, 2022 |
BUSINESS COMBINATION | ||
Proceeds from Business Combination and PIPE Financing, net of offering costs paid | $ 1,300,000 | |
Cash - CMLS III's Trust account and cash | 158,160 | |
Proceeds from PIPE financing | $ 1,200,000 | 1,200,000 |
Less transaction costs and fees paid as of the Closing Date | (53,596) | |
Proceeds from the Business Combination, net of transaction costs paid as of the Closing Date | 1,304,564 | |
Less transaction costs included in accounts payable and accrued expenses | (1,363) | |
Net proceeds from the Business Combination | $ 1,303,201 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Net Asset (Liability) [Abstract] | ||
Total financial assets | $ 1,621,267 | $ 1,674,519 |
Earn-Out shares liability | 51,267 | 153,041 |
Warrant liabilities | 17,168 | 21,115 |
Total financial liabilities | 68,435 | 174,156 |
Money market funds | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents: | 326,052 | 1,345,174 |
Commercial paper | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents: | 1,111,122 | 329,345 |
US treasury bills | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents: | 184,093 | |
Level 1 | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Total financial assets | 326,052 | 1,345,174 |
Warrant liabilities | 9,605 | 11,813 |
Total financial liabilities | 9,605 | 11,813 |
Level 1 | Money market funds | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents: | 326,052 | 1,345,174 |
Level 2 | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Total financial assets | 1,295,215 | 329,345 |
Warrant liabilities | 7,563 | 9,302 |
Total financial liabilities | 7,563 | 9,302 |
Level 2 | Commercial paper | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents: | 1,111,122 | 329,345 |
Level 2 | US treasury bills | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents: | 184,093 | |
Level 3 | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Earn-Out shares liability | 51,267 | 153,041 |
Total financial liabilities | 51,267 | $ 153,041 |
Contingent Earn Out Liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value, beginning of period | 153,041 | |
Change in fair value | (101,774) | |
Fair value, end of period | $ 51,267 |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair Value Of Warrants (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
FAIR VALUE MEASUREMENTS | |
Fair Value | $ 21,115 |
Change in fair value of warrant liabilities | (3,947) |
Fair Value | $ 17,168 |
FAIR VALUE MEASUREMENTS - Earn-
FAIR VALUE MEASUREMENTS - Earn-out valuation (Details) | Mar. 31, 2022$ / shares | Dec. 31, 2021$ / shares |
Market price of public stock | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn-out liability, valuation input | 4.13 | 6.82 |
Expected share price volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn-out liability, valuation input | 56.1 | 54 |
Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn-out liability, valuation input | 2.40 | 0.96 |
Estimated dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn-out liability, valuation input | 0 | 0 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 3,542 | $ 3,506 |
Less: Accumulated depreciation | (1,931) | (1,521) |
Property and equipment, net | 1,611 | 1,985 |
Depreciation expense | 400 | 300 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,492 | 1,492 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Property and equipment, gross | $ 1,215 | 1,215 |
Capitalized website development | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 577 | 577 |
Capitalized website development | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 1 year | |
Capitalized website development | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Property and equipment, gross | $ 222 | $ 222 |
Work-in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 36 |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
ACCRUED EXPENSES | ||
External research and development | $ 37,724 | $ 23,282 |
Accrued professional services | 4,453 | 4,075 |
Accrued consulting | 721 | 811 |
Accrued compensation | 3,689 | 417 |
Other | 98 | 319 |
Total accrued expenses | $ 46,685 | $ 28,904 |
CONVERTIBLE PREFERRED STOCK (De
CONVERTIBLE PREFERRED STOCK (Details) $ / shares in Units, $ in Millions | Mar. 31, 2021shares | Nov. 02, 2020$ / sharesshares | Jan. 10, 2020USD ($)$ / sharesshares | Feb. 28, 2021USD ($)shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)shares | Mar. 31, 2022$ / sharesshares | Dec. 17, 2021 | Jan. 28, 2021shares | Jan. 27, 2021shares |
Class of Stock [Line Items] | ||||||||||
Par value per preferred stock (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | ||||||||
Number of shares received for each share in conversion | 0.627 | |||||||||
Series A Preferred Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Proceeds from issuance of Preferred Stock | $ | $ 218 | |||||||||
Number of shares issued | 234,257,469 | |||||||||
Par value per preferred stock (in dollars per share) | $ / shares | $ 0.0001 | |||||||||
Purchase price per share (in dollars per share) | $ / shares | $ 0.9306 | |||||||||
Series A Preferred Stock | Sale Of Stock Per Purchase Agreement, Initial Closing | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares issued | 234,257,469 | |||||||||
Gross proceeds from issuance of convertible preferred stock | $ | $ 218 | |||||||||
Series B Preferred Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares issued | 26,133,332 | 181,261,150 | ||||||||
Gross proceeds from issuance of convertible preferred stock | $ | $ 71.7 | $ 497 | ||||||||
Preferred stock, shares authorized | 207,885,043 | 191,473,066 | ||||||||
Series B Preferred Stock | Sale Of Stock Per Purchase Agreement, Initial Closing | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares issued | 98,654,203 | |||||||||
Purchase price per share (in dollars per share) | $ / shares | $ 2.7419 | |||||||||
Series B Preferred Stock | Sale Of Stock Per Purchase Agreement, Subsequent Closings | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares issued | 191,473,066 |
WARRANTS (Details)
WARRANTS (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 17, 2021 | |
Class of Warrant or Right [Line Items] | |||
Exercise price (in dollars per share) | $ 11.50 | $ 11.50 | |
Expiry period | 5 years | ||
Number of warrants outstanding | 19,733,290 | ||
Number of warrants exercised | 0 | ||
Number of warrants redeemed | 0 | ||
Number of shares per warrant | 1 | ||
Unrealized gain recognized | $ (3,947) | ||
Common Stock Price Exceeds Trigger [Member] | |||
Class of Warrant or Right [Line Items] | |||
Period prior to redemption notification at which trading period ends | 20 days | ||
Period for calculation of weighted average stock price | 30 days | ||
Stock price notification period | 3 days | ||
Common Stock Price Exceeds Tranche 2 Trigger For At Least Twenty Out Of Thirty Consecutive Trading Days [Member] | |||
Class of Warrant or Right [Line Items] | |||
Trading price of the warrants at Year End used to FV the warrants | $ 16.50 | ||
Common Stock Price Exceeds Trigger For At Least Twenty Out Of Thirty Consecutive Trading Days [Member] | |||
Class of Warrant or Right [Line Items] | |||
Trading price of the warrants at Year End used to FV the warrants | 12.50 | ||
Private Warrant | |||
Class of Warrant or Right [Line Items] | |||
Exercise price (in dollars per share) | $ 11.50 | ||
Number of warrants outstanding | 8,693,333 | ||
Warrants freeze period | 30 days | ||
Private Warrant | Minimum | |||
Class of Warrant or Right [Line Items] | |||
Trading price of the warrants at Year End used to FV the warrants | $ 10 | ||
Public Warrant | |||
Class of Warrant or Right [Line Items] | |||
Exercise price (in dollars per share) | $ 11.50 | ||
Expiry period | 5 years | ||
Number of warrants outstanding | 11,039,957 | ||
Trading price of the warrants at Year End used to FV the warrants | $ 0.87 | $ 1.07 | |
Public Warrant | Common Stock Price Exceeds Trigger [Member] | |||
Class of Warrant or Right [Line Items] | |||
Trading price of the warrants at Year End used to FV the warrants | 18 | ||
Redemption price per warrant | $ 0.01 | ||
Notice period for redemption | 30 days | ||
Public Warrant | Common Stock Price Exceeds Trigger [Member] | Minimum | |||
Class of Warrant or Right [Line Items] | |||
Trading price of the warrants at Year End used to FV the warrants | $ 18 | ||
Public Warrant | Class A Common Stock Price Exceeds Trigger [Member] | |||
Class of Warrant or Right [Line Items] | |||
Trading price of the warrants at Year End used to FV the warrants | 10 | ||
Redemption price per warrant | $ 0.10 | ||
Period prior to redemption notification at which trading period ends | 10 days | ||
Stock price notification period | 1 day | ||
Number of shares per warrant | 0.361 | ||
Public Warrant | Class A Common Stock Price Exceeds Trigger [Member] | Minimum | |||
Class of Warrant or Right [Line Items] | |||
Notice period for redemption | 30 days | ||
Public Warrant | Class A Common Stock Price Exceeds Trigger [Member] | Maximum | |||
Class of Warrant or Right [Line Items] | |||
Redemption price per warrant | $ 18 |
STOCKHOLDERS EQUITY (Details)
STOCKHOLDERS EQUITY (Details) $ / shares in Units, $ in Thousands | Dec. 17, 2021$ / sharesshares | Mar. 31, 2022USD ($)Vote$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares |
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | |
Par value per preferred stock (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Common stock, shares authorized | 1,250,000,000 | 1,250,000,000 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Number of votes per common share | Vote | 1 | ||
Common stock, shares issued | 487,632,615 | 537,650,901 | 537,632,615 |
Number of Earn-Out Shares issued | 50,000,000 | ||
Earn-Out shares liability | $ | $ 51,267 | $ 153,041 | |
Tranche 1 | |||
Class of Stock [Line Items] | |||
Number of Earn-Out Shares issued | 15,000,000 | ||
Liability for Earn-Out Shares | |||
Class of Stock [Line Items] | |||
Number of Earn-Out Shares issued | 50,000,000 | ||
Founders, employees and advisors | |||
Class of Stock [Line Items] | |||
Common stock, shares issued | 40,674,552 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) - shares | 3 Months Ended | |||
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 17, 2021 | Jan. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock, shares issued | 537,650,901 | 537,632,615 | 487,632,615 | |
Stock Option and Grant Plan 2019 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 16,661,477 | |||
Option Grant and Incentive Plan 2021 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized | 59,353,357 | |||
Annual increase in shares authorized, as a percentage of shares outstanding | 5.00% | |||
Number of shares available for future grant | 67,467,246 |
STOCK-BASED COMPENSATION - Comp
STOCK-BASED COMPENSATION - Compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 12,906 | $ 784 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 3,841 | 222 |
General and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 9,065 | $ 562 |
STOCK-BASED COMPENSATION - Opti
STOCK-BASED COMPENSATION - Options activity (Details) - Stock Option and Grant Plan 2019 - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Options | ||
Outstanding at beginning of period (in shares) | 21,624,447 | |
Granted (in shares) | 16,661,477 | |
Exercised (in shares) | (18,286) | |
Cancelled/forfeited (in shares) | (236,985) | |
Outstanding at end of period (in shares) | 38,030,653 | 21,624,447 |
Vested (in shares) | 4,729,248 | |
Vested and expected to vest (in shares) | 38,030,653 | |
Weighted-Average Exercise Price | ||
Outstanding at beginning of period (in dollars per share) | $ 3.39 | |
Outstanding at end of period (in dollars per share) | 3.15 | $ 3.39 |
Vested (in dollars per share) | 2.04 | |
Vested and expected to vest (in dollars per share) | $ 3.15 | |
Contractual Term and Aggregate Intrinsic Value | ||
Weighted average contractual term (in years) | 9 years 4 months 17 days | 9 years 2 months 19 days |
Vested, weighted average contractual term (in years) | 8 years 10 months 2 days | |
Vested and expected to vest, weighted average contractual term (in years) | 9 years 4 months 17 days | |
Aggregate intrinsic value | $ 56,578 | $ 82,038 |
Vested, aggregate intrinsic value | 10,470 | |
Vested and expected to vest, aggregate intrinsic value | $ 56,578 |
STOCK-BASED COMPENSATION - Op_2
STOCK-BASED COMPENSATION - Options valuation (Details) - Stock options | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Valuation assumptions | ||
Risk-free interest rate | 1.88% | 0.78% |
Volatility | 65.00% | 65.00% |
Dividend yield | 0.00% | 0.00% |
Expected term | 6 years | 6 years |
STOCK-BASED COMPENSATION - Op_3
STOCK-BASED COMPENSATION - Options additional information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Contractual Term and Aggregate Intrinsic Value | |||
Stock-based compensation expense | $ 12,906,000 | $ 784,000 | |
Stock Option and Grant Plan 2019 | |||
Contractual Term and Aggregate Intrinsic Value | |||
Granted (in shares) | 16,661,477 | ||
Stock options | |||
Contractual Term and Aggregate Intrinsic Value | |||
Options granted, weighted average grant date fair value | $ 1.72 | $ 1.60 | |
Options vested in period, fair value | $ 3,500,000 | $ 300,000 | |
Options exercised, aggregate intrinsic value | 35,100 | $ 0 | |
Options, unrecognized compensation cost | $ 64,100,000 | ||
Period for recognition (in years) | 3 years 3 months 18 days |
STOCK-BASED COMPENSATION - Rest
STOCK-BASED COMPENSATION - Restricted stock (Details) - $ / shares | 3 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 17, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares issued to date | 537,650,901 | 537,632,615 | 487,632,615 |
Founders, employees and advisors | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares issued to date | 40,674,552 | ||
Restricted stock | |||
Number of Shares | |||
Outstanding at beginning of period (in shares) | 18,263,118 | ||
Vested (in shares) | (1,992,005) | ||
Outstanding at end of period (in shares) | 16,271,113 | ||
Weighted-Average Grant Date Fair Value | |||
Outstanding at beginning of period (in dollars per share) | $ 0.22 | ||
Forfeited (in dollars per share) | 0.01 | ||
Outstanding at end of period (in dollars per share) | $ 0.24 |
STOCK-BASED COMPENSATION - Re_2
STOCK-BASED COMPENSATION - Restricted stock, additional information (Details) - Restricted stock $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation cost | $ | $ 2.1 |
Period for recognition (in years) | 2 years 10 months 24 days |
Strategic partner | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares issued | 627,000 |
Founders, employees and advisors | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares issued | 34,865,902 |
Stock Option and Grant Plan 2019 | Employees and advisors | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares issued | 5,603,522 |
STOCK-BASED COMPENSATION - Earn
STOCK-BASED COMPENSATION - Earn-Out Shares (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair value of Earn-Out Shares | $ 43,400 | |
Weighted-Average Grant Date Fair Value | ||
Stock-based compensation expense | $ 12,906 | $ 784 |
Earn-Out Shares | ||
Number of Shares | ||
Outstanding at beginning of period (in shares) | 7,653,215 | |
Forfeited (in shares) | (23,018) | |
Outstanding at end of period (in shares) | 7,630,197 | |
Weighted-Average Grant Date Fair Value | ||
Outstanding at beginning of period (in dollars per share) | $ 5.67 | |
Forfeited (in dollars per share) | 5.67 | |
Outstanding at end of period (in dollars per share) | $ 5.67 | |
Stock-based compensation expense | $ 8,100 | |
Unrecognized compensation cost | $ 18,400 | |
Period for recognition (in years) | 1 year 4 months 24 days |
LICENSE AGREEMENTS AND DISCOV_2
LICENSE AGREEMENTS AND DISCOVERY COLLABORATIONS (Details) - USD ($) $ in Thousands | Oct. 26, 2020 | Jul. 22, 2020 | Mar. 31, 2022 | Mar. 31, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Research and Development Expense | $ 53,428 | $ 16,677 | ||
Prepaid expenses and other current assets | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Upfront payment amount | 17,000 | |||
Other non-current assets | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Upfront payment amount | 8,500 | |||
Agreement for development of Aumolertinib | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Upfront payment amount | $ 25,000 | |||
Duration of royalty period | 11 years | |||
Termination notice period | 180 days | |||
Agreement for development of Aumolertinib | Agreement funded based on Developmental and Regulatory criteria | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Milestone payment amount | $ 55,000 | |||
Agreement for development of Aumolertinib | Agreement funded based on Sales criteria | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Milestone payment amount | 350,000 | |||
Agreement for development of Aumolertinib | Maximum | Agreement funded based on Developmental and Regulatory criteria | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Milestone payment amount | 90,000 | |||
Agreement for development of Aumolertinib | Maximum | Agreement funded based on Sales criteria | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Milestone payment amount | $ 420,000 | |||
Agreement for development of Sugemalimab and Eq176 | Maximum | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Milestone payment amount | $ 107,500 | |||
Agreement for development of Sugemalimab and Eq176 | Maximum | Agreement funded based on Sales criteria | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Milestone payment amount | 565,000 | |||
Agreement for development of Sugemalimab | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Upfront payment amount | 150,000 | |||
Agreement for development of Sugemalimab | Agreement funded based on Developmental and Regulatory criteria | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Upfront payment amount | 10,000 | |||
Agreement for development of Nofazinlimab | Maximum | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Milestone payment amount | 75,000 | |||
Agreement for development of Nofazinlimab | Maximum | Agreement funded based on Sales criteria | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Milestone payment amount | $ 405,000 | |||
Agreement for development of Eq176 | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Duration of royalty period | 11 years | |||
License Agreements | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Non-creditable payment | 31,500 | |||
License Agreements | Maximum | Agreement funded based on Developmental criteria | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Milestone payment amount | 108,000 | |||
License Agreements | Maximum | Agreement funded based on Regulatory criteria | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Milestone payment amount | 243,000 | |||
License Agreements | Maximum | Agreement funded based on Sales criteria | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Milestone payment amount | 1,000,000 | |||
Discovery collaborative agreements | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Upfront payment amount | $ 32,500 |
COMMITMENT AND CONTINGENCIES (D
COMMITMENT AND CONTINGENCIES (Details) $ in Thousands | May 12, 2022USD ($) | Dec. 31, 2019USD ($)ft² | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Lessee, Lease, Description [Line Items] | |||||
Office space under lease | ft² | 33,529 | ||||
Initial annual base rent | $ 2,500 | ||||
Annual base rent for last twelve month period | 2,700 | ||||
Operating Lease, Leasehold Improvements Allowance | $ 1,000 | ||||
Proceeds from Issuance of Convertible Preferred Stock | $ 71,256 | ||||
Total lease cost | $ 847 | 875 | |||
Cash payments | 1,000 | 1,000 | |||
Maximum | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating Lease, Leasehold Improvements Allowance | $ 1,000 | ||||
Subsequent Event [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating Lease, Expense | $ 2,500 | ||||
Research and development | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating Lease, Cost | 337 | 295 | |||
Variable Lease, Cost | 101 | 101 | |||
General and administrative | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating Lease, Cost | 315 | 357 | |||
Variable Lease, Cost | $ 94 | $ 122 | |||
Property and equipment | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating Lease, Leasehold Improvements Allowance | $ 1,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
INCOME TAXES | ||
Provision for income taxes | $ 0 | $ 0 |
EMPLOYEE BENEFITS (Details)
EMPLOYEE BENEFITS (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
EMPLOYEE BENEFITS | ||
Employer contribution | $ 0.5 | $ 0.2 |
NET LOSS PER SHARE (Details)
NET LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
NET LOSS PER SHARE | ||
Net income (loss) | $ 20,726 | $ (26,817) |
Less: income allocable to participating securities | (692) | |
Income (loss) allocable to common shares | 20,034 | (26,817) |
Add back: undistributed earns allocable to participating securities | 692 | |
Less: undistributed earnings reallocated to participating securities | (663) | |
Numerator for diluted earnings per share | $ 20,063 | $ (26,817) |
Basic weighted-average common shares outstanding | 470,627,083 | 311,496,909 |
Effective of dilutive securities | 21,165,069 | |
Diluted weighted-average common shares outstanding | 491,792,152 | 311,496,909 |
Net loss per share - basic (in dollars per share) | $ 0.04 | $ (0.09) |
Net loss per share - diluted (in dollars per share) | $ 0.04 | $ (0.09) |
NET LOSS PER SHARE - Dilutive s
NET LOSS PER SHARE - Dilutive securities (Details) - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Convertible preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 277,968,597 | |
Warrant | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 19,733,290 | |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 21,596,206 | 11,701,970 |
Earn-Out Shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 50,000,000 | |
Restricted stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 23,257,270 |