Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 31, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | DAY ONE BIOPHARMACEUTICALS, INC. | |
Entity Central Index Key | 0001845337 | |
Entity File Number | 001-40431 | |
Entity Tax Identification Number | 83-2415215 | |
Entity Incorporation, State or Country Code | DE | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Address, Address Line One | 395 Oyster Point Blvd. | |
Entity Address, Address Line Two | Suite 217 | |
Entity Address, City or Town | South San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94080 | |
City Area Code | 650 | |
Local Phone Number | 484-0899 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | DAWN | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 61,928,939 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 297,160 | $ 43,728 |
Prepaid expenses and other current assets | 6,151 | 1,343 |
Total current assets | 303,311 | 45,071 |
Property and equipment, net | 62 | 77 |
Operating lease right-of-use asset | 273 | 406 |
Deposits and other long-term assets | 137 | 107 |
Total assets | 303,783 | 45,661 |
Current liabilities: | ||
Accounts payable | 683 | 202 |
Accrued expenses and other current liabilities | 5,161 | 1,596 |
Current portion of operating lease liabilities | 202 | 198 |
Total current liabilities | 6,046 | 1,996 |
Operating lease liabilities, long-term | 65 | 204 |
Total liabilities | 6,111 | 2,200 |
Commitments and contingencies (Note 8) | ||
Redeemable convertible preferred shares, no par value; no shares authorized, issued and outstanding at September 30, 2021; 22,851,257 shares authorized, issued and outstanding at December 31, 2020 | 91,964 | |
Redeemable convertible noncontrolling interest | 5,702 | |
Stockholders' equity/members' (deficit) | ||
Additional paid-in-capital | 403,214 | |
Incentive shares, no par value; no shares authorized, issued and outstanding at September 30, 2021; 4,312,540 shares authorized and 4,112,012 shares issued and outstanding at December 31, 2020 | 637 | |
Accumulated deficit | (105,548) | (56,842) |
Total stockholders' equity/members' (deficit) | 297,672 | (54,205) |
Total liabilities, redeemable convertible preferred shares, redeemable convertible noncontrolling interest and members' deficit | 303,783 | 45,661 |
Common Class A [Member] | ||
Stockholders' equity/members' (deficit) | ||
Common Stock, Value, Issued | $ 2,000 | |
Common Class B [Member] | ||
Stockholders' equity/members' (deficit) | ||
Common Stock, Value, Issued | $ 6 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 10,000,000 | 0 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Shares Authorized | 500,000,000 | |
Common Stock, Shares Issued | 61,928,939 | 6,035,869 |
Common Stock, Shares Outstanding | 61,928,939 | 6,035,869 |
Deferred Shares Par Value Per Shares | $ 0 | $ 0 |
Deferred Compensation Arrangement with Individual, Shares Authorized for Issuance | 0 | 4,312,540 |
Deferred Compensation Arrangement with Individual, Shares Issued | 0 | 4,112,012 |
Deferred Shares Outstanding | 0 | 4,112,012 |
Redeemable Convertible Preferred Stock [Member] | ||
Temporary Equity, Par or Stated Value Per Share | $ 0 | $ 0 |
Temporary Equity, Shares Authorized | 0 | 22,851,257 |
Temporary Equity, Shares Issued | 0 | 22,851,257 |
Temporary Equity, Shares Outstanding | 0 | 22,851,257 |
Common Class A [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0 | $ 0 |
Common Stock, Shares Authorized | 0 | 28,887,127 |
Common Stock, Shares Issued | 0 | 6,035,869 |
Common Stock, Shares Outstanding | 0 | 6,035,869 |
Common Class B [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 500,000,000 | 0 |
Common Stock, Shares Issued | 61,928,939 | 0 |
Common Stock, Shares Outstanding | 61,928,939 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Operating expenses: | ||||
Research and development | $ 9,849 | $ 2,537 | $ 32,395 | $ 4,935 |
General and administrative | 9,392 | 1,024 | 18,373 | 2,703 |
Total operating expenses | 19,241 | 3,561 | 50,768 | 7,638 |
Loss from operations | (19,241) | (3,561) | (50,768) | (7,638) |
Interest expense | (6) | (9) | (19) | (22) |
Other expense | 7 | (1) | (29) | (5) |
Changes in fair value of derivative tranche liability | (271) | (578) | ||
Net loss and comprehensive loss | (19,240) | (3,842) | (50,816) | (8,243) |
Net loss attributable to redeemable convertible noncontrolling interests | (1,018) | (2,109) | (2,113) | |
Exchange of redeemable noncontrolling interest shares – deemed dividend | (99,994) | |||
Net loss attributable to common share members/common stockholders | $ (19,240) | $ (2,824) | $ (148,701) | $ (6,130) |
Net loss per share, basic and diluted | $ (0.33) | $ (0.50) | $ (4.98) | $ (1.12) |
Weighted-average number of common shares used in computing net loss per share, basic and diluted | 57,514,218 | 5,601,511 | 29,859,883 | 5,456,733 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Redeemable Convertible Preferred Shares, Redeemable Noncontrolling Interest and Stockholders' Equity/ Members' (Deficit) - USD ($) $ in Thousands | Total | Redeemable Convertible Preferred Stock [Member] | Redeemable Noncontrolling Interest [Member] | Common Stock [Member] | Common Shares [Member] | Incentive Shares [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning Balance at Dec. 31, 2019 | $ (10,673) | $ 30,504 | $ 5,487 | $ 2,000 | $ 111 | $ 0 | $ (12,784) | |
Beginning Balance (In shares) at Dec. 31, 2019 | 12,502,752 | 6,035,869 | 1,488,421 | |||||
Issuance of incentive shares | 528,211 | |||||||
Cancellations of incentive shares | (477,582) | |||||||
Share-based compensation expenses | 59 | $ 59 | ||||||
Net loss attributable to redeemable convertible noncontrolling interests | (457) | |||||||
Net loss attributable to Day One Biopharmaceuticals Holding Company, LLC members | (1,535) | (1,535) | ||||||
Ending Balance at Mar. 31, 2020 | (12,149) | $ 30,504 | 5,030 | $ 2,000 | $ 170 | 0 | (14,319) | |
Ending Balance (In shares) at Mar. 31, 2020 | 12,502,752 | 6,035,869 | 1,539,050 | |||||
Beginning Balance at Dec. 31, 2019 | (10,673) | $ 30,504 | 5,487 | $ 2,000 | $ 111 | 0 | (12,784) | |
Beginning Balance (In shares) at Dec. 31, 2019 | 12,502,752 | 6,035,869 | 1,488,421 | |||||
Net loss attributable to redeemable convertible noncontrolling interests | (2,113) | |||||||
Ending Balance at Sep. 30, 2020 | (16,616) | $ 30,504 | 3,363 | $ 2,000 | $ 287 | (18,903) | ||
Ending Balance (In shares) at Sep. 30, 2020 | 12,502,752 | 6,035,869 | 1,560,469 | |||||
Beginning Balance at Mar. 31, 2020 | (12,149) | $ 30,504 | 5,030 | $ 2,000 | $ 170 | 0 | (14,319) | |
Beginning Balance (In shares) at Mar. 31, 2020 | 12,502,752 | 6,035,869 | 1,539,050 | |||||
Issuance of incentive shares | 21,419 | |||||||
Share-based compensation expenses | 57 | $ 57 | ||||||
Net loss attributable to redeemable convertible noncontrolling interests | (649) | |||||||
Net loss attributable to common members/ stockholders | (1,760) | (1,760) | ||||||
Ending Balance at Jun. 30, 2020 | (13,852) | $ 30,504 | 4,381 | $ 2,000 | $ 227 | 0 | (16,079) | |
Ending Balance (In shares) at Jun. 30, 2020 | 12,502,752 | 6,035,869 | 1,560,469 | |||||
Share-based compensation expenses | 60 | $ 60 | ||||||
Net loss attributable to redeemable convertible noncontrolling interests | (1,018) | (1,018) | ||||||
Net loss attributable to common members/ stockholders | (2,824) | (2,824) | ||||||
Ending Balance at Sep. 30, 2020 | (16,616) | $ 30,504 | 3,363 | $ 2,000 | $ 287 | (18,903) | ||
Ending Balance (In shares) at Sep. 30, 2020 | 12,502,752 | 6,035,869 | 1,560,469 | |||||
Beginning Balance at Dec. 31, 2020 | (54,205) | $ 91,964 | 5,702 | $ 0 | $ 2,000 | $ 637 | 0 | (56,842) |
Beginning Balance (In shares) at Dec. 31, 2020 | 22,851,257 | 0 | 6,035,869 | 4,112,012 | ||||
Issuance of incentive shares | 874,335 | |||||||
Share-based compensation expenses | 538 | $ 538 | ||||||
Issuance of Series B redeemable convertible preferred shares for cash, net of issuance costs | $ 129,757 | |||||||
Issuance of Series B redeemable convertible preferred shares for cash, net of issuance costs (In shares) | 9,638,141 | |||||||
Net loss attributable to redeemable convertible noncontrolling interests | (919) | |||||||
Net loss attributable to Day One Biopharmaceuticals Holding Company, LLC members | (15,182) | (15,182) | ||||||
Ending Balance at Mar. 31, 2021 | (68,849) | $ 221,721 | 4,783 | $ 0 | $ 2,000 | $ 1,175 | 0 | (72,024) |
Ending Balance (In shares) at Mar. 31, 2021 | 32,489,398 | 0 | 6,035,869 | 4,986,352 | ||||
Beginning Balance at Dec. 31, 2020 | (54,205) | $ 91,964 | 5,702 | $ 0 | $ 2,000 | $ 637 | 0 | (56,842) |
Beginning Balance (In shares) at Dec. 31, 2020 | 22,851,257 | 0 | 6,035,869 | 4,112,012 | ||||
Ending Balance at Jun. 30, 2021 | 311,763 | $ 0 | 0 | $ 6 | $ 0 | $ 0 | 398,065 | (86,308) |
Ending Balance (In shares) at Jun. 30, 2021 | 0 | 61,928,939 | 0 | 0 | ||||
Beginning Balance at Dec. 31, 2020 | (54,205) | $ 91,964 | 5,702 | $ 0 | $ 2,000 | $ 637 | 0 | (56,842) |
Beginning Balance (In shares) at Dec. 31, 2020 | 22,851,257 | 0 | 6,035,869 | 4,112,012 | ||||
Net loss attributable to redeemable convertible noncontrolling interests | (2,109) | |||||||
Ending Balance at Sep. 30, 2021 | 297,672 | $ 6 | 403,214 | (105,548) | ||||
Ending Balance (In shares) at Sep. 30, 2021 | 61,928,939 | |||||||
Beginning Balance at Mar. 31, 2021 | (68,849) | $ 221,721 | 4,783 | $ 0 | $ 2,000 | $ 1,175 | 0 | (72,024) |
Beginning Balance (In shares) at Mar. 31, 2021 | 32,489,398 | 0 | 6,035,869 | 4,986,352 | ||||
Issuance of incentive shares | 2,085,460 | |||||||
Cancellations of incentive shares | (265,596) | |||||||
Share-based compensation expenses | 2,537 | 2,537 | ||||||
Conversion of redeemable convertible preferred, common, and incentive shares into common stock , Value | 221,721 | $ (221,721) | $ 4 | $ (2,000) | $ (1,175) | 224,892 | ||
Conversion of redeemable convertible preferred, common, and incentive shares into common stock (In shares) | (32,489,398) | 43,958,557 | (6,035,869) | (6,806,216) | ||||
Conversion of redeemable noncontrolling interest to common stock | 3,592 | (3,592) | $ 1 | 3,592 | ||||
Conversion of redeemable noncontrolling interest to common stock (In shares) | 6,470,382 | |||||||
Net loss attributable to Day One Biopharmaceuticals Holding Company, LLC members | (1,191) | |||||||
Common stock issued in IPO, net of issuance costs of $16,995 | 167,045 | $ 1 | 167,044 | |||||
Common stock issued in IPO, net of issuance costs of $16,995 (In shares) | 11,500,000 | |||||||
Net loss attributable to common members/ stockholders | (14,284) | (14,284) | ||||||
Ending Balance at Jun. 30, 2021 | 311,763 | $ 0 | $ 0 | $ 6 | $ 0 | $ 0 | 398,065 | (86,308) |
Ending Balance (In shares) at Jun. 30, 2021 | 0 | 61,928,939 | 0 | 0 | ||||
Share-based compensation expenses | 5,149 | 5,149 | ||||||
Net loss attributable to redeemable convertible noncontrolling interests | ||||||||
Net loss attributable to common members/ stockholders | (19,240) | (19,240) | ||||||
Ending Balance at Sep. 30, 2021 | $ 297,672 | $ 6 | $ 403,214 | $ (105,548) | ||||
Ending Balance (In shares) at Sep. 30, 2021 | 61,928,939 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Redeemable Convertible Preferred Shares, Redeemable Noncontrolling Interest and Stockholders' Equity/ Members' (Deficit) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | |
Common Stock [Member] | ||
Stock issuance costs | $ 16,995 | |
Series B redeemable convertible preferred shares [Member] | ||
Stock issuance costs | $ 243 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (50,816) | $ (8,243) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Acquired in-process research and development assets | 8,000 | |
Share-based compensation expense | 8,224 | 176 |
Depreciation and amortization expense | 15 | 10 |
Amortization of operating right-of-use assets | 133 | 96 |
Non-cash interest expense | 19 | 22 |
Changes in derivative tranche liabilities | 578 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (4,808) | (615) |
Deposits and other long-term assets | (31) | (71) |
Accounts payable | 483 | 303 |
Accrued expenses and other current liabilities | 3,565 | 316 |
Operating lease liabilities | (154) | (123) |
Net cash used in operating activities | (35,370) | (7,551) |
Cash flows from investing activities | ||
Purchases of property and equipment | (93) | |
Cash paid for acquired in-process research and development assets | (8,000) | |
Cash used in investing activities | (8,000) | (93) |
Cash flows from financing activities | ||
Proceeds from issuance of Series B redeemable convertible preferred shares, net of issuance costs | 129,757 | |
Proceeds from issuance of common stock, net | 167,045 | |
Net cash provided by financing activities | 296,802 | |
Net increase (decrease) in cash and cash equivalents | 253,432 | (7,644) |
Cash and cash equivalents, beginning of period | 43,728 | 27,332 |
Cash and cash equivalents, end of period | 297,160 | 19,688 |
Supplemental disclosures of noncash activities | ||
Exchange of 45,331,483 preferred, common, and incentive shares in connection with the Conversion (Note 1) | 224,892 | |
Exchange of redeemable convertible noncontrolling interest to 6,470,382 shares of common stock (Note 13) | $ 3,592 | |
Right of use asset capitalization | $ 545 |
Description of Business, Organi
Description of Business, Organization and Liquidity | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business, Organization and Liquidity | 1. DESCRIPTION OF BUSINESS, ORGANIZATION AND LIQUIDITY Organization and Business Day One Biopharmaceuticals, Inc. (the “Company”), a successor to Day One Biopharmaceuticals Holding Company, LLC ("Day One Holding LLC)" is a clinical-stage biopharmaceutical company dedicated to developing and commercializing targeted therapies for patients of all ages with genomically-defined cancers. The Company’s lead product candidate, DAY101, has the potential to be a first-in-class, oral, brain-penetrant, highly-selective type II pan-RAF kinase inhibitor. The Company started its operations in November 2018 under the name Hero Therapeutics Holding Company, LLC, a limited liability company under the laws of the State of Delaware. Subsequently, it changed its name to Day One Therapeutics Holding Company, LLC in December 2018 and to Day One Biopharmaceuticals Holding Company, LLC in March 2020. On May 26, 2021, the Company completed the conversion by filing a certificate of conversion with the Secretary of State of the State of Delaware and changed its name to Day One Biopharmaceuticals, Inc. As of September 30, 2021, the Company has two wholly owned subsidiaries: DOT Therapeutics-2, Inc. (“DOT-2”) (formerly Hero Therapeutics Inc. and Day One Biopharmaceuticals, Inc.), incorporated in Delaware in November 2018, and DOT Therapeutics-1, Inc. (“DOT-1”), incorporated in Delaware in December 2019. Initial Public Offering, Corporate Conversion and Exchange of Takeda’s shares On June 1, 2021, the Company closed its initial public offering (the “IPO”) in which it sold an aggregate of 11,500,000 shares of common stock at a price to the public of $ 16.00 per share, which included 1,500,000 shares issued upon the full exercise by the underwriters of their option to purchase additional shares of common stock. The Company received aggregate net proceeds from the IPO of $ 167.0 million, after deducting underwriting discounts and commissions and offering costs, of $ 17.0 million. The common stock began trading on the Nasdaq Global Select Market on May 27, 2021, under the symbol “DAWN”. In contemplation of the IPO, on May 26, 2021, the Company completed the conversion (the “Conversion”), which included the following: Day One Holding LLC, converted from a Delaware limited liability company to a Delaware corporation by filing a certificate of conversion with the Secretary of State of the State of Delaware; and changed its name to Day One Biopharmaceuticals, Inc. As part of the Conversion: holders of Series A redeemable convertible preferred shares of Day One Holding LLC received one share of Series A redeemable convertible preferred stock of the Company for each Series A redeemable convertible preferred share held immediately prior to the Conversion; holders of Series B redeemable convertible preferred shares of Day One Holding LLC received one share of Series B redeemable convertible preferred stock of the Company for each Series B redeemable convertible preferred share held immediately prior to the Conversion; holders of common shares of Day One Holding LLC received one share of common stock of the Company for each common share held immediately prior to the Conversion; each outstanding incentive share in Day One Holding LLC converted into a number of shares of common stock of the Company based upon a conversion price determined by the board of directors. The conversion price was determined as a difference between the IPO price of $ 16.00 per share and the participating threshold for each incentive share. The Company issued 5,433,290 common stock shares upon the conversion of incentive shares of Day One Holding LLC, of which 4,719,605 common stock shares continue to vest as per the original vesting terms of the incentive shares awards. In connection with the IPO and the Conversion, pursuant to the terms of the Millennium Stock Exchange Agreement and the Plan of Conversion, (“The Millennium Stock Exchange Agreement”) Millennium Pharmaceuticals, Inc. (“Takeda”) exchanged the 9,857,143 shares of Series A redeemable convertible preferred stock of DOT-1, a subsidiary of Day One Holding LLC, for 6,470,382 shares of common stock of the Company (the “Exchange”). The Company continues to hold all property and assets of Day One Holding LLC and assumes all of the debts and obligations of Day One Holding LLC. Effective on the date of the Conversion, the member of the board of directors and officers of Day One Holding LLC became the member of the board of directors and officers of the Company. The Conversion was a tax-free reorganization, that included authorization to issue to capital stock consisting of 500,000,000 shares of common stock, $ 0.0001 par value per share, and 10,000,000 shares of undesignated preferred stock, $ 0.0001 par value per share. Upon the closing of the IPO, 32,489,398 shares of redeemable convertible preferred stock issued by the Company in the Conversion converted into an equal number of shares of common stock. The Company also granted options for 4,418,874 common stock shares at $ 16.00 per share upon the IPO date. Shares Split On May 23, 2021, Day One Holding LLC Board approved an amendment the Operating Agreement to effect a forward split of the Company’s shares at a 2.325-for-1 ratio (the “Stock Split”). The Stock Split became effective on May 23, 2021, upon approval by the members and execution of the amended LLC operating agreement. All issued and outstanding common shares, redeemable convertible preferred shares, incentive shares and per share amounts contained in these condensed consolidated financial statements have been retroactively adjusted to reflect this Stock Split for all periods presented. Liquidity The Company has incurred significant operating losses since inception and has relied primarily on public and private equity to fund its operations. On September 30, 2021, the Company had an accumulated deficit of $ 105.5 million. The Company expects to continue to incur substantial losses, and its ability to achieve and sustain profitability will depend on the successful development, approval, and commercialization of product candidates and on the achievement of sufficient revenues to support its cost structure. The Company may never achieve profitability, and until then, the Company will need to continue to raise additional capital. As of September 30, 2021, the Company had cash and cash equivalents of $ 297.2 million. Based on current plans, the Company believes this will be sufficient to enable funding operations into 2023. Future requirements will depend on many factors and may prove to be wrong as available capital resources could be exhausted sooner than expected. Risks and Uncertainties Related to COVID-19 We are subject to risks related to public health crises such as the global pandemic associated with COVID-19. In December 2019, a novel strain of coronavirus, COVID-19, was first identified. The global spread of COVID-19 resulted in the World Health Organization declaring the outbreak a “pandemic,” or a worldwide spread of a new disease, in early 2020. This virus eventually spread worldwide, and to all 50 states within the United States. In response, most countries around the world, imposed quarantines and restrictions on travel and mass gatherings to contain the spread of the virus. Employers worldwide were also required to increase the capacity and arrangement for employees to work remotely. More recently, many of the restrictions and travel bans have been eased as global society as a whole works to return to pre-pandemic business and personal practices. We continue to monitor the situation as the landscape of lockdowns and restrictions can change rapidly and as the rise in variants continues. Although to date, these restrictions or variant cases have not materially impacted our operations, the effect on our business, from the spread of COVID-19 and the actions implemented by the governments of the United States and across the globe, may worsen over time and we are unable to predict the potential impact on our business. Any outbreak of contagious diseases, or other adverse public health developments, could have a material and adverse effect on our business operations. These could include disruptions or restrictions on our ability to travel, pursue partnerships and other business transactions, receive shipments of biologic materials, as well as be impacted by the temporary closure of the facilities of suppliers. The spread of an infectious disease, including COVID-19 or, its variants may also result in the inability of our suppliers to deliver supplies and services to us on a timely basis. In addition, health professionals may reduce staffing and reduce or postpone meetings with clients in response to the spread of an infectious disease. Though we have not yet experienced such events, if they would occur, they could result in a period of business disruption, and in reduced operations, any of which could materially affect our business, financial condition and results of operations. However, as of the date of this Form 10-Q, we have not experienced a material adverse effect on our business nor the need for reduction in our work force; and, currently, we do not expect any material impact on our long-term activity. The extent to which COVID-19 impacts our business will depend on future developments which are highly uncertain and cannot be predicted, including, but not limited to, new information which may emerge concerning the increased severity of the COVID-19 virus, the actions to contain COVID-19, or treat its impact. |
Summary Of Significant Account
Summary Of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES There have been no changes to the significant accounting policies as disclosed in Note 2 to the Company’s annual consolidated financial statements for the years ended December 31, 2020 and 2019 included elsewhere in the Company’s final prospectus for its IPO filed pursuant to Rule 424(b)(4) under the Securities Act with the SEC on May 27, 2021, except as noted below. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and follow the requirements of the Securities and Exchange Commission (the “SEC”) for interim reporting. As permitted under those rules, certain notes and other financial information that are normally required by U.S. GAAP can be condensed or omitted. These unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s annual consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments that are necessary for a fair statement of the Company’s financial information. The condensed consolidated balance sheet as of December 31, 2020 has been derived from audited consolidated financial statements as of that date but does not include all of the financial information required by U.S. GAAP for complete financial statements. Operating results for the nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of expenses during the reporting period. Significant estimates and assumptions made in the accompanying condensed consolidated financial statements include, but are not limited to, the fair value of the redeemable convertible preferred shares, the fair value of the common shares, the fair value of the derivative tranche liability, the valuation of share-based awards, the valuation of deferred tax assets and income tax uncertainties, and accruals for research and development activities. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable. Actual results may differ from those estimates or assumptions. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less from the purchase date to be cash equivalents. As of September 30, 2021, cash equivalents include investments in money market funds. As of December 31, 202 0 , the Company did not have any cash equivalents, and cash was held in checking accounts. Deferred Finance Issuance Costs Deferred finance issuance costs, consisting of legal, accounting, audit and filing fees relating to in-process equity financings, including the Company’s IPO, are capitalized. Deferred issuance costs are offset against offering proceeds. As of September 30, 2021, the Company did no t have any deferred finance issuance costs capitalized related to the IPO. As of December 31, 2020, the Company had capitalized $ 36,000 in deferred issuance costs related to its Series B redeemable convertible preferred share private financing. Share/Stock-Based Compensation Prior to the IPO, the Company recognized share-based compensation expense based on the estimated fair value of all share-based awards, incentive shares and restricted common share shares, on the date of grant using the option-pricing model. The option-pricing model requires the input of subjective assumptions, including the fair value of the underlying common shares, the expected term of the award, the expected volatility, risk-free interest rates, and the dividend yield. In determining the fair value of common shares, the methodologies used to estimate the enterprise value were performed using methodologies, approaches, and assumptions consistent with the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation . The participation threshold amounts are determined by the board of directors (the “Board”), at the time of grant. The expected life of the awards granted during the period was determined based on an expected time to the liquidation event. The Company applied the risk-free interest rate based on the U.S. Treasury yield in effect at the time of the grant consistent with the life of the award. The expected volatility is based on a peer group in the industry in which the Company does business consistent with the expected time to liquidity. The dividend yield was set at zero as the underlying security does not and is not expected to pay a dividend. Subsequent to closing of the IPO, the Company uses the Black-Scholes valuation model to estimate the fair value of options granted to employees and non-employees, intrinsic value to estimate the fair value of restricted stock award, and fair value of the Company’s common stock at the grant date for restricted stock units. The Black-Scholes option-pricing model, used to estimate fair value of stock options awards, requires the use of the following assumptions: Fair Value of Common Stock —The Company’s closing price on the Nasdaq market at the grant date. Expected Term —The expected term represents the period that the stock-based awards are expected to be outstanding. The expected term for stock options is calculated using simplified method, as the weighted-average vesting term of the award and the award’s contract period. Expected Volatility —Since the Company does not have sufficient trading history for its common stock, the expected volatility is estimated based on the average historical volatilities of common stock of comparable publicly traded entities over a period equal to the expected term of the stock option grants. The comparable companies are chosen based on their size, stage in the life cycle or area of specialty. The Company will continue to apply this process until sufficient historical information regarding the volatility of the common stock price becomes available. Risk-Free Interest Rate —The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities approximately equal to the expected term of the awards. Expected Dividend Yield —The Company has never paid dividends on the common stock and has no plans to pay dividends on its common stock. Therefore, the expected dividend yield use is zero. The Company uses the straight-line attribution method for recognizing share/stock-based compensation expense. The Company recognizes forfeitures by reducing the expense in the same period the forfeitures occur. The Company recognizes share/stock-based compensation expense for awards with performance conditions when it is probable that the condition will be met, and the award will vest. The Company classifies share/stock-based compensation expense in the Consolidated Statement of Operations and Comprehensive Loss in the same manner in which the award recipients’ payroll costs are classified or in which the award recipients’ service payments are classified. Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326). ASU 2016-13 requires measurement and recognition of expected credit losses for financial assets. In April 2019, the FASB issued clarification to ASU 2016-13 within ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments. The guidance will become effective for the Company for fiscal years beginning after December 15, 2022, with early adoption permitted. Effective January 1, 2021, the Company adopted ASU 2016-13 and the adoption did not have any impact on the Company’s condensed consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. The Company is currently evaluating the impact that ASU 2019-12 will have on the condensed consolidated financial statements and related disclosures. In August 2020, the FASB issued ASU No. 2020-06 (“ASU 2020-06”) Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred shares. Limiting the accounting models will result in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. The guidance will become effective for the Company for fiscal years beginning after December 15, 2023. Early adoption is permitted. The Company adoption is not expected to have a significant impact on the Company’s condensed consolidated financial statements and related disclosures. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. FAIR VALUE MEASUREMENTS The financial instruments of the Company measured at fair value on a recurring basis are included in cash and cash equivalents. U.S. government money market funds were valued by the Company based on quoted market prices, which represent a Level 1 measurement within the fair value hierarchy. Financial Assets and Liabilities Measured on a Recurring Basis The following table sets forth the Company’s financial instruments as of September 30, 2021 and December 31, 2020, which are measured at fair value on a recurring basis by level within the fair value hierarchy. These are classified based on the lowest level of input that is significant to the fair value measurement (in thousands): September 30, 2021 Total Level 1 Level 2 Level 3 Money market funds, included in cash and cash equivalents $ 124,040 $ 124,040 $ — $ — As of December 31, 2020, the Company did no t have any money market funds. There were no transfers between Level 1, Level 2 or Level 3 categories in the nine months ended September 30, 2021 or 2020. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2021 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid Expenses and Other Current Asset | 4. PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid and other current assets consisted of the following (in thousands): September 30, December 31, Prepaid insurance $ 3,332 $ 41 Prepaid research and development expenses 2,646 1,259 Other prepaid expenses and other assets 173 43 Total prepaid expenses and other current assets $ 6,151 $ 1,343 |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 5. PROPERTY AND EQUIPMENT, NET Property and equipment, net, consisted of the following (in thousands): September 30, December 31, Furniture and fixtures $ 78 $ 78 Leasehold improvements 15 15 Less: accumulated depreciation and amortization ( 31 ) ( 16 ) Property and equipment, net $ 62 $ 77 Depreciation and amortization expense was immaterial for the three and nine months ended September 30, 2021 and 2020. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 6. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consisted of the following (in thousands): September 30, December 31, Accrued research and development expenses $ 2,331 $ 554 Accrued payroll related expenses 1,894 298 Accrued professional service expenses 751 717 Other 185 27 Total accrued expenses and other current liabilities $ 5,161 $ 1,596 |
Significant Agreements
Significant Agreements | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Significant Agreements | 7. SIGNIFICANT AGREEMENTS License agreement with Merck KGaA, Darmstadt, Germany On February 10, 2021, DOT-2, the Company’s subsidiary, entered into a license agreement (the MRKDG License Agreement), with Merck KGaA, Darmstadt, Germany, a pharmaceutical corporation located in Darmstadt, Germany. Under the MRKDG License Agreement, Merck KGaA, Darmstadt, Germany granted to the Company an exclusive worldwide license, with the right to grant sublicenses through multiple tiers, under specified patent rights and know-how for the Company to research, develop, manufacture, and commercialize products containing and comprising the pimasertib and MSC2015103B compounds. The Company also received clinical inventories supplies to use in its research and development activities. The Company’s exclusive license grant is subject to a non-exclusive license granted by Merck KGaA, Darmstadt Germany’s affiliate to a cancer research organization and Merck KGaA, Darmstadt, Germany retains the right to conduct, directly or indirectly, certain ongoing clinical studies relating to pimasertib. Under the MRKDG License Agreement, the Company has obligations to use commercially reasonable efforts to develop and commercialize at least two licensed products in at least two specified major market countries by the year 2029. In consideration for the rights granted under the MRKDG License Agreement and clinical supplies, the Company made an upfront payment of $ 8.0 million, which was recorded as research and development expenses, as the technology does not have an alternative future use and supplies are used for research activities. The Company may also be required to make additional payments of up to $ 367.0 million based upon the achievement of specified development, regulatory, and commercial milestones, as well a high, single-digit royalty percentage on future net sales of licensed products, if any. Milestones and royalties are contingent upon future events and will be recorded when the milestones are achieved and when payments are due. No milestones were achieved and due as of September 30, 2021. The term of the MRKDG License Agreement will expire on a licensed product-by-licensed product and country-by-country basis upon the expiration of the Company’s obligation to pay royalties to the licensor with respect to such licensed product in such country and will expire in its entirety upon the expiration of all of the Company’s payment obligations with respect to all licensed products and all countries under the MRKDG License Agreement. Takeda Assets Purchase Agreement On December 16, 2019, DOT-1 entered into an asset purchase agreement (the “Takeda Asset Agreement”), with Millennium Pharmaceuticals, Inc., an affiliate of Takeda Pharmaceutical Company Limited (“Takeda”). Pursuant to the Takeda Asset Agreement, DOT-1 purchased certain technology rights and know-how related to TAK-580 (which is now DAY101) that provides a new approach for treating patients with primary brain tumors or brain metastases of solid tumors. DOT-1 also received clinical inventories supplies to use in the Company’s research and development activities of such RAF-inhibitor and an assigned investigator clinical trial agreement. Takeda also assigned to DOT-1 its exclusive license agreement, or the Viracta License Agreement, with Sunesis Pharmaceuticals, Inc. (now Viracta Therapeutics, Inc. or Viracta). Takeda also granted DOT-1 a worldwide, sublicensable exclusive license under specified patents and know-how and non-exclusive license under other patents and know-how generated by Takeda under the Takeda Asset Agreement. The Company also granted Takeda a grant back license, as defined in the agreement, which is terminable either automatically or by DOT-1 in the event Takeda does not achieve specified development milestones within the applicable timeframes set forth under the Takeda Asset Agreement. This grant back license to Takeda was terminated at the time of Conversion in connection with the Millennium Stock Exchange Agreement. In consideration for the sale and assignment of assets and the grant of the license under the Takeda Asset Agreement, DOT-1 made an upfront payment of $ 1.0 million in cash and issued 9,857,143 shares of Series A redeemable convertible preferred stock in DOT-1. The fair value of issued shares was estimated as $ 9.9 million, based on the price paid by other investors for issued shares in the Series A financing of DOT-1 Therapeutics, Inc. Based on the terms of the Millennium Stock Exchange Agreement, Takeda exchanged the 9,857,143 shares of Series A redeemable convertible preferred stock of DOT-1, Inc. for 6,470,382 shares of the Company’s common stock upon the effectiveness of the Conversion (refer to Note 1). During the nine months ended, September 30, 2021, the Company recorded a total of $ 10.9 million consideration for license and clinical supplies as research and development expenses. The term of the Takeda Asset Agreement will expire on a country-by-country basis upon expiration of all assigned patent rights and all licensed patent rights in such country. Takeda may terminate the Takeda Asset Agreement prior to our first commercial sale of a product if we cease conducting any development activities for a continuous and specified period of time and such cessation is not agreed upon by the parties and is not done in response to guidance from a regulatory authority. Additionally, Takeda can terminate the Takeda Asset Agreement for our bankruptcy. In the event of termination of the Takeda Asset Agreement by Takeda as a result of our cessation of development or bankruptcy, all assigned patents, know-how and contracts (other than the Viracta License Agreement) will be assigned back to Takeda and Takeda will obtain a reversion license under patents and know-how generated to exploit all such terminated products. Viracta License Agreement On December 16, 2019, DOT-1 amended and restated the Viracta License Agreement that was assigned pursuant to the Takeda Asset Agreement. Under the Viracta License Agreement, DOT-1 received a worldwide exclusive license under specified patent rights and know-how to develop, use, manufacture, and commercialize products containing compounds binding the RAF protein family. DOT-1 paid $ 2.0 million upfront in cash to Viracta, which was recorded as research and development expenses. DOT-1 made a milestone payment of $ 3.0 million to Viracta in February 2021, which is recorded as research and development expense when the milestone was achieved in April 2021. DOT-1 is also required to make additional milestone payments of up to $ 54 million upon achievement of specified development and regulatory milestones for each licensed product in two indications, with milestones payable for the second indication to achieve a specified milestone event being lower than milestones payable for the first indication. Additionally, if DOT-1 obtains a priority review voucher with respect to a licensed product and sell such priority review voucher to a third party or use such priority review voucher, DOT-1 is obligated to pay Viracta a specified percentage in the mid-teen digits of all net consideration received from any such sale or of the value of such used priority review voucher, as applicable. Commencing on the first commercial sale of a licensed product in a country, DOT-1 is obligated to pay tiered royalties ranging in the mid-single-digit percentages on net sales of licensed products, if any. The obligation to pay royalties will end on a country-by-country and licensed product-by-licensed product basis commencing on the first commercial sale in a country and continuing until the later of: (i) the expiration of the last valid claim of the Viracta licensed patents, jointly owned collaboration patents or specified patents owned by the Company covering the use or sale of such product in such country, (ii) the expiration of the last statutory exclusivity pertaining to such product in such country or (iii) the tenth anniversary of the first commercial sale of such product in such country. No other milestones, except as discussed above, were achieved and due as of September 30, 2021. The term of the Viracta License Agreement will expire on a licensed product-by-licensed product and country-by-country basis upon the expiration of the Company’s obligation to pay royalties to Viracta with respect to such product in such country. DOT-1 has the right to terminate the Viracta License Agreement with respect to any or all of the licensed products at will upon a specified notice period. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. COMMITMENTS AND CONTINGENCIES Leases The Company entered into a lease agreement for its corporate office facility in South San Francisco, California in March 2020, which expires in three years . The Company can extend the lease term for additional three years at market rates upon the notice of extension. The Company is obligated to pay monthly rent expense and its pro rata share of utilities, common area maintenance expenses and property taxes. The landlord also provided an allowance of $ 10,000 for any tenant improvements. The Company concluded that it is an operating lease. Common area expenses are a non-lease component and a variable consideration and included in operating expenses as incurred. The extension period has not been included in the determination of the Right of Use (“ROU”) asset or the lease liability for operating leases as the Company concluded that it is not reasonably certain that it would exercise this option. The Company determined the lease incremental borrowing rate (“IBR”) based on the information available at the applicable lease commencement date as the Company’s lease did provide an implicit rate. The IBR is determined by using the rate of interest that the Company would pay to borrow on a collateralized basis an amount equal to the lease payments for a similar term and in a similar economic environment where the asset is located. The Company determined the amounts of its lease liabilities using an IBR of 8 %. As of September 30, 2021, the remaining lease term was 1.42 years. The Company’s lease does not require any contingent rental payments, impose financial restrictions, or contain any residual value guarantees. Amortization of right-of-use assets is recognized on a straight-line basis over the applicable lease term. Amortization was $ 133,000 and $ 96,000 for the nine months ended September 30, 2021 and 2020, respectively. Cash paid for amounts included in the measurement of operating lease liabilities was $ 154,000 and $ 123,000 for the nine months ended September 30, 2021 and 2020, respectively. Variable payments expensed during the nine months ended September 30, 2021 and 2020 were immaterial. As of September 30, 2021, the future lease obligations were as follows (in thousands): Remaining three months in 2021 $ 51 2022 212 2023 18 Total future minimum lease payments 281 Less: Imputed interest ( 14 ) Present value of operating lease liabilities $ 267 Research and Development Agreements The Company enters into contracts in the normal course of business with clinical research organizations for clinical trials, with contract manufacturing organizations for clinical supplies manufacturing and with other vendors for preclinical studies, supplies and other services and products for operating purposes. These contracts generally provide for termination on notice, with the exception of one vendor with a potential termination fee if a purchase order is cancelled within a specified time and of another vendor where labor costs are non-cancellable after the approval of the project plan. As of September 30, 2021 and December 31, 2020, there were no amounts accrued related to termination and cancellation charges as these are not probable. License Agreements The Company entered into the license agreements, as disclosed in Note 7, pursuant to which the Company is required to pay milestones contingent upon meeting of specific events. The first milestone related to the Viracta License Agreement was achieved and recorded to research and development expense during the nine months ended September 30, 2021. The Company may be required to pay royalties on sales of products developed under these agreements. All products are in development as of September 30, 2021 and December 31, 2020, and no such royalties were due. Legal Proceedings The Company, from time to time, may be party to litigation arising in the ordinary course of business. The Company is not subject to any material legal proceedings, and to the best of its knowledge, no material legal proceedings are currently pending or threatened. Indemnification Agreements In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for indemnification for certain liabilities. The exposure under these agreements is unknown because it involves claims that may be made against it in the future but have not yet been made. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future as a result of these indemnification obligations. The Company also has indemnification obligations to its directors and executive officers for specified events or occurrences, subject to some limits, while they are serving at its request in such capacities. There have been no claims, to date and the Company believes the fair value of these indemnification agreements is minimal. Accordingly, the Company had no t recorded any liabilities for these agreements as of September 30, 2021 and December 31, 2020. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Shares | 9 Months Ended |
Sep. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Convertible Preferred Shares | 9. REDEEMABLE CONVERTIBLE PREFERRED SHARES In June 2021, the Company completed its IPO, selling an aggregate of 11,500,000 shares of common stock . All outstanding redeemable convertible preferred shares were converted into 32,489,398 shares of common stock upon the completion of the IPO, June 1, 2021. As of September 30, 2021, the Company did no t have any outstanding shares of redeemable convertible preferred shares. In February 2021, the Company issued 9,638,141 Series B redeemable convertible preferred shares at a price of $ 13.488 per share for gross cash proceeds of $ 130.0 million. The Company incurred issuance costs of $ 243,000 . In December 2019, the Company issued 10,348,507 Series A redeemable convertible preferred shares at a price of $ 2.899 per share for gross cash proceeds of $ 30.0 million and issued 2,154,245 shares upon the conversion of the outstanding convertible note and accrued interest of $ 2.1 million. The Company incurred issuance costs of $ 95,000 . In connection with the initial issuance of the Series A redeemable convertible preferred shares, the Company had an obligation to sell an additional 10,348,505 Series A shares at $ 2.899 per share upon achievement of certain milestones in two tranche. The Company determined that the obligation to sell additional shares is a freestanding financing instrument and a liability. The Company estimated the fair value of the liability to be $ 1.5 million and recorded it as a reduction to redeemable convertible preferred shares and as a derivative tranche liability in its condensed consolidated balance sheet at the issuance date in December 2019. For the three months ended March 31, 2020, the Company remeasured the derivative tranche liability by $ 0.2 million. In November and December 2020, the Board approved the settlement of tranche and the Company issued 10,348,505 shares for gross cash proceeds of $ 30.0 million. The Company incurred issuance costs of $ 22,000 . As of December 31, 2020, no derivative tranche liabilities were outstanding. The authorized, issued, and outstanding Series A redeemable convertible preferred shares as of December 31, 2020 were as follows: December 31, 2020 Shares Shares Liquidation Carrying Series A redeemable convertible preferred shares 22,851,257 22,851,257 $ 66,245,059 $ 91,964,055 |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Common Stock | 10. COMMON STOCK Upon completion of the IPO, the Company is authorized to issue 500 .0 million shares of common stock at a par value $ 0.0001 . As of September 30, 2021, 61,928,939 shares of common stock were issued and outstanding. As of December 31, 2020, the Company was authorized to issue 28,887,127 common shares. Common shares’ holders are entitled to vote and elect one Board member. As of December 31, 2020, the Company had 6,035,869 issued and outstanding common shares. As of December 31, 2020, the Company reserved 22,851,257 shares upon conversion of redeemable convertible preferred shares into common shares, respectively. In November 2018, the Company entered into common shares purchase agreements with two founders of the Company. The individuals purchased a total of 2,790,000 common shares for a total purchase price of $ 300 . Shares vest monthly for two and four years, respectively. Vesting for a certain number of shares was accelerated upon the Company’s closing of its Series A redeemable convertible preferred share financing. The Company also has an option for a period of ninety days after the individual’s employment is terminated either voluntarily or involuntarily to repurchase the unvested common shares at a price that is the lower of the original price per share paid by the founder for such stock or the fair value as of the date of such repurchase. As of December 31, 2020, there were 193,766 shares unvested. The founders’ shares were converted to common stock in the Conversion. As of September 30, 2021, all founders’ common stock were vested. The Company has reserved shares of common stock for future issuances as follows: September 30, Common stock options issued and outstanding 4,888,996 Restricted stock units issued and outstanding 66,420 Common stock available for future grants 1,413,584 Common stock available for ESPP 603,000 Total 6,972,000 |
Incentive Shares and Share_Stoc
Incentive Shares and Share/Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Incentive Shares and Share/Stock-Based Compensation | 11. INCENTIVE SHARES AND SHARE/STOCK-BASED COMPENSATION Prior to the Conversion, Day One Holding LLC granted incentive shares under the Incentive Share Plan and was authorized to issue 8,924,177 incentive shares. Incentive shares were a separate non-voting class of shares that participate in distributions only after incentive shares vest, unless it is approved by the Board and include at least two of the preferred members, and a participation threshold is met. The incentive shares represented profits interests in Day One Holding LLC, which is an interest in the increase in the Company’s value over the participation threshold, as defined in the Operating Agreement and as determined at the time of grant. A holder of incentive share had the right to participate in distributions of profits only in excess of the participation threshold. The participation threshold was based on the valuation of the Company’s common shares on or around the grant date. Day One Holding LLC granted incentive shares to employees and non-employees, which generally vested over a four-year period with cliff vesting for the first year. The Board approved vesting terms and conditions of each award and could accelerate vesting of incentive shares on an award-by-award basis. Vesting of incentive shares would be accelerated for all unvested shares upon a termination of services without cause within 12 months after the consummation of a change of control transaction. The fair value of the incentive shares was estimated using an option pricing model with the following assumptions: Nine Months Ended 2021 2020 Common share fair value $ 6.36 - 8.89 $ 0.81 - 0.89 Participating threshold $ 6.36 - 7.51 $ 0.27 Risk free rate 0.14 % 0.18 - 0.3 % Volatility 72.90 % 78 - 80 % Time to liquidity (in years) 0.20 - 1.80 3.03 - 3.30 Grant date fair value $ 4.24 - 4.52 $ 0.71 - 0.74 The Company used the option pricing model to estimate the fair value of each incentive shares award on the date of grant. The members’ equity value was based on a recent enterprise valuation analysis performed and common share fair value. The participation threshold amounts are determined by the Board at the time of grant. The expected life of the awards granted during the period was determined based on an expected time to the liquidation event. The Company applied the risk-free interest rate based on the U.S. Treasury yield in effect at the time of the grant consistent with the life of the award. The expected volatility is based on a peer group in the industry in which the Company does business consistent with the expected time to liquidity. The dividend yield was set at zero as the underlying security does not and is not expected to pay a dividend. Fair Value of Common Share Prior to the IPO, management’s approach to estimate the fair value of the common share is consistent with the methods outlined in the American Institute of Certified Public Accountants’ Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation ( the “Practice Aid”), considering a number of objective and subjective factors including: valuations of common shares performed with the assistance of independent third-party valuation specialists; the Company’s stage of development and business strategy, including the status of research and development efforts, and the material risks related to the business and industry; the Company’s results of operations and financial position, including levels of available capital resources; the valuation of publicly traded companies in the life sciences and biotechnology sectors, as well as recently completed mergers and acquisitions of peer companies; the lack of marketability of the common shares; the prices of redeemable convertible preferred shares sold to investors in arm’s length transactions and the rights, preferences, and privileges of the Company’s redeemable convertible preferred shares relative to those of common shares; the likelihood of achieving a liquidity event for the holders of the common and redeemable convertible preferred shares, such as an initial public offering or a sale, given prevailing market conditions. The fair value of the common shares was approved by the Board until such time as the Company shares are listed on an established stock exchange or national market system. The incentive shares have been classified as equity awards and share-based compensation expense was based on the grant date fair value of the award. The following table provides a summary of the incentive shares activity: Number of Weighted Average Outstanding as of December 31, 2020 4,112,017 $ 1.26 Granted 2,959,795 $ 4.32 Forfeited ( 265,596 ) $ 1.67 Converted to unvested common stock ( 6,806,216 ) $ 2.58 Outstanding as of September 30, 2021 — — 2021 Equity Incentive Plan Immediately prior to consummation of the IPO, all of the outstanding incentive shares were converted into 5,433,290 shares of common stock, of which 4,719,605 were unvested common stock. The following table provides a summary of the unvested common stock grant activity during the nine months ended September 30, 2021. Number of Weighted Average Unvested restricted stock as of December 31, 2020 — $ — Conversion of incentive shares 4,719,605 $ 16.00 Vested ( 638,389 ) $ 16.00 Unvested restricted stock as of September 30, 2021 4,081,216 $ 16.00 In May 2021, in connection with the IPO, the Board of Directors and stockholders approved the 2021 Equity Incentive Plan (the “2021 Plan”), which became effective on the day before the date of the effectiveness of the IPO. The 2021 Plan provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, awards of restricted stock, restricted stock units and other stock-based awards. The number of shares of common stock reserved for issuance under the 2021 Plan is equal to the sum of: (1) 6,369,000 ; plus (2) 4,719,605 shares of common stock issued in respect of the Conversion of incentive shares that were subject to vesting immediately prior to the effectiveness of the registration statement for the IPO that expire, terminate or are otherwise surrendered, canceled, forfeited or repurchased by us at their original issuance price pursuant to a contractual repurchase right. The number of shares available for grant and issuance under the 2021 Plan will be automatically increased on January 1 of each of 2022 through 2031, by the lesser of (a) 5 % of the number of shares of all classes of the Company’s common stock, plus the total number of shares of Company common stock issuable upon conversion of any preferred stock or exercise of any warrants to acquire shares of Company common stock for a nominal exercise price issued and outstanding on each December 31 immediately prior to the date of increase or (b) such number of shares determined by the Board of Directors. The following table provides a summary of stock option activity under the 2021 Plan during the nine months ended September 30, 2021. Number of Weighted Average Outstanding at December 31, 2020 — $ — Granted 4,888,996 $ 16.75 Outstanding at September 30, 2021 4,888,996 $ 16.75 Exercisable at September 30, 2021 37,447 $ 16.31 2021 Employee Stock Purchase Plan In May 2021, the Board of Directors adopted and the stockholders approved the 2021 Employee Stock Purchase Plan, (“the ESPP”), which became effective on May 26, 2021. A total of 603,000 shares of common stock were reserved for issuance under the ESPP. The number of shares of the common stock reserved for issuance under the ESPP will automatically increase on the first day of each fiscal year, beginning with the fiscal year commencing on January 1, 2021 and continuing for each fiscal year until, and including, the fiscal year commencing on January 1, 2031, by the lesser of: a) 1 % of the total number of outstanding shares of common stock of the Company (on an as converted basis outstanding on the immediately preceding December 31 (rounded down to the nearest whole share); b) an amount determined by the Board of Directors. No shares have been issued under the ESPP as of September 30, 2021. The Company recognized $0.1 million compensation expense related to the ESPP plan for the three and nine months ending September 30, 2021. Share/Stock-based compensation The Company uses intrinsic value to value its unvested common stock and stock options, which is the difference between the Company’s common stock market value and the exercise price of a share and recognizes expense over the vesting term of the award. The Company uses the Black-Scholes option pricing model to estimate the fair value of stock option granted with the following assumption for awards granted in May 2021: Three Months Ended Nine Months Ended Expected term (in years) 5.77 - 6.08 5.28 - 6.08 Expected volatility 64.88 % - 65.38 % 64.88 % - 66.51 % Risk-free interest rate 0.82 % - 0.99 % 0.82 % - 1.00 % Expected dividend yield — — Share/stock-based compensation expense recorded in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss is as follows (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Research and development expense $ 1,489 $ 58 $ 2,321 $ 127 General and administrative expense 3,660 2 5,903 49 Total share-based compensation expense $ 5,149 $ 60 $ 8,224 $ 176 As of September 30, 2021, there was $ 58.4 million of unrecognized compensation cost related to unvested restricted stock, unvested RSUs and stock options that is expected to be recognized over a weighted-average period of approximately 2.8 years. The Company did not recognize incremental share-based compensation expense related to the conversion of the incentive shares to unvested common stock in accordance with the Conversion, as such exchange was at fair value. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 12. NET LOSS PER SHARE Net Loss Per Share Basic and diluted net loss per share attributable to common shareholders/stockholders after the Conversion is calculated as follows (in thousands except share and per share amounts): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Net loss and comprehensive loss $ ( 19,240 ) $ ( 3,842 ) $ ( 50,816 ) $ ( 8,243 ) Net loss attributable to redeemable convertible — ( 1,018 ) ( 2,109 ) ( 2,113 ) Exchange of redeemable noncontrolling interest — — ( 99,994 ) — Net loss attributable to common share ( 19,240 ) ( 2,824 ) ( 148,701 ) ( 6,130 ) Net loss per share, basic and diluted $ ( 0.33 ) $ ( 0.50 ) $ ( 4.98 ) $ ( 1.12 ) Weighted-average number of common shares 57,514,218 5,601,511 29,859,883 5,456,733 The following outstanding potentially dilutive securities have been excluded from the calculation of diluted net loss per share, as their effect is anti-dilutive: As of September 30, 2021 2020 Stock options 4,888,996 — Unvested common shares 4,081,216 339,083 RSUs 66,420 — Convertible preferred shares — 5,377,528 Incentive Shares — 683,379 9,036,632 6,399,990 |
Redeemable NonControlling Inter
Redeemable NonControlling Interest | 9 Months Ended |
Sep. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable NonControlling Interest | 13. REDEEMABLE NONCONTROLLING INTEREST DOT-1, the Company’s subsidiary, issued Series A redeemable convertible preferred shares to Takeda in accordance with the Takeda Asset Agreement (Note 7). The Company concluded that it represented a redeemable noncontrolling interest. The Company adjusted the carrying value of redeemable noncontrolling interest to allocate net losses of the subsidiary to Takeda. Transfers to and from the redeemable noncontrolling interest represented changes in ownership and the allocation of Series A redeemable convertible preferred shares issuance costs issued by the subsidiary. On May 26, 2021, pursuant to the pursuant to the terms of the Millennium Stock Exchange Agreement, Takeda exchanged its 9,857,143 shares of Series A redeemable convertible preferred stock in DOT-1, for 6,470,382 shares of common stock of the Company. Prior to the Exchange, the Company accounted for the redeemable noncontrolling interest as discussed in the paragraph above and allocated $ 2.1 million and $ 0.9 million of net losses for the period from January 1 to May 26, 2021 and from April 1 to May 26, 2021, respectively, to Takeda. The Exchange resulted in DOT-1 becoming a wholly owned subsidiary of the Company and was recorded for accounting purposes as an extinguishment of the redeemable noncontrolling interest. As such, the Company also recognized an extinguishment loss of $ 100.0 million to additional paid in capital, which was calculated as a difference between the fair value of common stock issued to Takeda in the conversion and the carrying value of redeemable noncontrolling interest at the conversion date. The all-stock exchange was treated as a deemed dividend in the calculation of net loss attributable to common stockholders and net loss and per share. |
Summary of Significant Accou_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and follow the requirements of the Securities and Exchange Commission (the “SEC”) for interim reporting. As permitted under those rules, certain notes and other financial information that are normally required by U.S. GAAP can be condensed or omitted. These unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s annual consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments that are necessary for a fair statement of the Company’s financial information. The condensed consolidated balance sheet as of December 31, 2020 has been derived from audited consolidated financial statements as of that date but does not include all of the financial information required by U.S. GAAP for complete financial statements. Operating results for the nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of expenses during the reporting period. Significant estimates and assumptions made in the accompanying condensed consolidated financial statements include, but are not limited to, the fair value of the redeemable convertible preferred shares, the fair value of the common shares, the fair value of the derivative tranche liability, the valuation of share-based awards, the valuation of deferred tax assets and income tax uncertainties, and accruals for research and development activities. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable. Actual results may differ from those estimates or assumptions. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less from the purchase date to be cash equivalents. As of September 30, 2021, cash equivalents include investments in money market funds. As of December 31, 202 0 , the Company did not have any cash equivalents, and cash was held in checking accounts. |
Deferred Finance Issuance Costs | Deferred Finance Issuance Costs Deferred finance issuance costs, consisting of legal, accounting, audit and filing fees relating to in-process equity financings, including the Company’s IPO, are capitalized. Deferred issuance costs are offset against offering proceeds. As of September 30, 2021, the Company did no t have any deferred finance issuance costs capitalized related to the IPO. As of December 31, 2020, the Company had capitalized $ 36,000 in deferred issuance costs related to its Series B redeemable convertible preferred share private financing. |
Share/Stock-Based Compensation | Share/Stock-Based Compensation Prior to the IPO, the Company recognized share-based compensation expense based on the estimated fair value of all share-based awards, incentive shares and restricted common share shares, on the date of grant using the option-pricing model. The option-pricing model requires the input of subjective assumptions, including the fair value of the underlying common shares, the expected term of the award, the expected volatility, risk-free interest rates, and the dividend yield. In determining the fair value of common shares, the methodologies used to estimate the enterprise value were performed using methodologies, approaches, and assumptions consistent with the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation . The participation threshold amounts are determined by the board of directors (the “Board”), at the time of grant. The expected life of the awards granted during the period was determined based on an expected time to the liquidation event. The Company applied the risk-free interest rate based on the U.S. Treasury yield in effect at the time of the grant consistent with the life of the award. The expected volatility is based on a peer group in the industry in which the Company does business consistent with the expected time to liquidity. The dividend yield was set at zero as the underlying security does not and is not expected to pay a dividend. Subsequent to closing of the IPO, the Company uses the Black-Scholes valuation model to estimate the fair value of options granted to employees and non-employees, intrinsic value to estimate the fair value of restricted stock award, and fair value of the Company’s common stock at the grant date for restricted stock units. The Black-Scholes option-pricing model, used to estimate fair value of stock options awards, requires the use of the following assumptions: Fair Value of Common Stock —The Company’s closing price on the Nasdaq market at the grant date. Expected Term —The expected term represents the period that the stock-based awards are expected to be outstanding. The expected term for stock options is calculated using simplified method, as the weighted-average vesting term of the award and the award’s contract period. Expected Volatility —Since the Company does not have sufficient trading history for its common stock, the expected volatility is estimated based on the average historical volatilities of common stock of comparable publicly traded entities over a period equal to the expected term of the stock option grants. The comparable companies are chosen based on their size, stage in the life cycle or area of specialty. The Company will continue to apply this process until sufficient historical information regarding the volatility of the common stock price becomes available. Risk-Free Interest Rate —The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities approximately equal to the expected term of the awards. Expected Dividend Yield —The Company has never paid dividends on the common stock and has no plans to pay dividends on its common stock. Therefore, the expected dividend yield use is zero. The Company uses the straight-line attribution method for recognizing share/stock-based compensation expense. The Company recognizes forfeitures by reducing the expense in the same period the forfeitures occur. The Company recognizes share/stock-based compensation expense for awards with performance conditions when it is probable that the condition will be met, and the award will vest. The Company classifies share/stock-based compensation expense in the Consolidated Statement of Operations and Comprehensive Loss in the same manner in which the award recipients’ payroll costs are classified or in which the award recipients’ service payments are classified. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326). ASU 2016-13 requires measurement and recognition of expected credit losses for financial assets. In April 2019, the FASB issued clarification to ASU 2016-13 within ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments. The guidance will become effective for the Company for fiscal years beginning after December 15, 2022, with early adoption permitted. Effective January 1, 2021, the Company adopted ASU 2016-13 and the adoption did not have any impact on the Company’s condensed consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. The Company is currently evaluating the impact that ASU 2019-12 will have on the condensed consolidated financial statements and related disclosures. In August 2020, the FASB issued ASU No. 2020-06 (“ASU 2020-06”) Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred shares. Limiting the accounting models will result in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. The guidance will become effective for the Company for fiscal years beginning after December 15, 2023. Early adoption is permitted. The Company adoption is not expected to have a significant impact on the Company’s condensed consolidated financial statements and related disclosures. |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table sets forth the Company’s financial instruments as of September 30, 2021 and December 31, 2020, which are measured at fair value on a recurring basis by level within the fair value hierarchy. These are classified based on the lowest level of input that is significant to the fair value measurement (in thousands): September 30, 2021 Total Level 1 Level 2 Level 3 Money market funds, included in cash and cash equivalents $ 124,040 $ 124,040 $ — $ — |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Schedule of Prepaid and Other Current Assets | Prepaid and other current assets consisted of the following (in thousands): September 30, December 31, Prepaid insurance $ 3,332 $ 41 Prepaid research and development expenses 2,646 1,259 Other prepaid expenses and other assets 173 43 Total prepaid expenses and other current assets $ 6,151 $ 1,343 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net, consisted of the following (in thousands): September 30, December 31, Furniture and fixtures $ 78 $ 78 Leasehold improvements 15 15 Less: accumulated depreciation and amortization ( 31 ) ( 16 ) Property and equipment, net $ 62 $ 77 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued expenses and other current liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): September 30, December 31, Accrued research and development expenses $ 2,331 $ 554 Accrued payroll related expenses 1,894 298 Accrued professional service expenses 751 717 Other 185 27 Total accrued expenses and other current liabilities $ 5,161 $ 1,596 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Future Lease Obligations | As of September 30, 2021, the future lease obligations were as follows (in thousands): Remaining three months in 2021 $ 51 2022 212 2023 18 Total future minimum lease payments 281 Less: Imputed interest ( 14 ) Present value of operating lease liabilities $ 267 |
Common Stock (Tables)
Common Stock (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Common Stock Shares Reserved for Future Issuance | The Company has reserved shares of common stock for future issuances as follows: September 30, Common stock options issued and outstanding 4,888,996 Restricted stock units issued and outstanding 66,420 Common stock available for future grants 1,413,584 Common stock available for ESPP 603,000 Total 6,972,000 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Shares (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Summary of Series A Redeemable Convertible Preferred Shares | The authorized, issued, and outstanding Series A redeemable convertible preferred shares as of December 31, 2020 were as follows: December 31, 2020 Shares Shares Liquidation Carrying Series A redeemable convertible preferred shares 22,851,257 22,851,257 $ 66,245,059 $ 91,964,055 |
Incentive Shares and Share_St_2
Incentive Shares and Share/Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Fair Value of The Incentive Shares Estimated Using An Option Pricing Model | The fair value of the incentive shares was estimated using an option pricing model with the following assumptions: Nine Months Ended 2021 2020 Common share fair value $ 6.36 - 8.89 $ 0.81 - 0.89 Participating threshold $ 6.36 - 7.51 $ 0.27 Risk free rate 0.14 % 0.18 - 0.3 % Volatility 72.90 % 78 - 80 % Time to liquidity (in years) 0.20 - 1.80 3.03 - 3.30 Grant date fair value $ 4.24 - 4.52 $ 0.71 - 0.74 |
Summary of The Incentive Shares Activity | The following table provides a summary of the incentive shares activity: Number of Weighted Average Outstanding as of December 31, 2020 4,112,017 $ 1.26 Granted 2,959,795 $ 4.32 Forfeited ( 265,596 ) $ 1.67 Converted to unvested common stock ( 6,806,216 ) $ 2.58 Outstanding as of September 30, 2021 — — |
Summary of The Unvested Common Stock | Immediately prior to consummation of the IPO, all of the outstanding incentive shares were converted into 5,433,290 shares of common stock, of which 4,719,605 were unvested common stock. The following table provides a summary of the unvested common stock grant activity during the nine months ended September 30, 2021. Number of Weighted Average Unvested restricted stock as of December 31, 2020 — $ — Conversion of incentive shares 4,719,605 $ 16.00 Vested ( 638,389 ) $ 16.00 Unvested restricted stock as of September 30, 2021 4,081,216 $ 16.00 |
Summary of Stock Option Activity Under The 2021 Plan | The following table provides a summary of stock option activity under the 2021 Plan during the nine months ended September 30, 2021. Number of Weighted Average Outstanding at December 31, 2020 — $ — Granted 4,888,996 $ 16.75 Outstanding at September 30, 2021 4,888,996 $ 16.75 Exercisable at September 30, 2021 37,447 $ 16.31 |
Summary of The Black-Scholes Option Pricing Model to Estimate The Fair Value of Stock Option Granted | The Company uses the Black-Scholes option pricing model to estimate the fair value of stock option granted with the following assumption for awards granted in May 2021: Three Months Ended Nine Months Ended Expected term (in years) 5.77 - 6.08 5.28 - 6.08 Expected volatility 64.88 % - 65.38 % 64.88 % - 66.51 % Risk-free interest rate 0.82 % - 0.99 % 0.82 % - 1.00 % Expected dividend yield — — |
Summary of Share/Stock-based Compensation Expense Recorded in The Accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss | Share/stock-based compensation expense recorded in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss is as follows (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Research and development expense $ 1,489 $ 58 $ 2,321 $ 127 General and administrative expense 3,660 2 5,903 49 Total share-based compensation expense $ 5,149 $ 60 $ 8,224 $ 176 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Net Loss Per Share Attributable to Common Shareholders/Stockholders | Basic and diluted net loss per share attributable to common shareholders/stockholders after the Conversion is calculated as follows (in thousands except share and per share amounts): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Net loss and comprehensive loss $ ( 19,240 ) $ ( 3,842 ) $ ( 50,816 ) $ ( 8,243 ) Net loss attributable to redeemable convertible — ( 1,018 ) ( 2,109 ) ( 2,113 ) Exchange of redeemable noncontrolling interest — — ( 99,994 ) — Net loss attributable to common share ( 19,240 ) ( 2,824 ) ( 148,701 ) ( 6,130 ) Net loss per share, basic and diluted $ ( 0.33 ) $ ( 0.50 ) $ ( 4.98 ) $ ( 1.12 ) Weighted-average number of common shares 57,514,218 5,601,511 29,859,883 5,456,733 |
Summary of Outstanding Potentially Dilutive Securities Have Been Excluded From Calculation of Diluted Net Loss Per Share | The following outstanding potentially dilutive securities have been excluded from the calculation of diluted net loss per share, as their effect is anti-dilutive: As of September 30, 2021 2020 Stock options 4,888,996 — Unvested common shares 4,081,216 339,083 RSUs 66,420 — Convertible preferred shares — 5,377,528 Incentive Shares — 683,379 9,036,632 6,399,990 |
Description Of Business, Orga_2
Description Of Business, Organization And Liquidity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jun. 01, 2021 | May 23, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Proceeds from issuance of initial public offering | $ 167,000 | ||||||
Payments of stock issuance costs | $ 17,000 | ||||||
Share-based compensation arrangement by share-based payment award, options, vested, number of shares | 4,719,605 | ||||||
Common stock shares authorized | 500,000,000 | ||||||
Preferred stock shares authorized | 10,000,000 | 0 | |||||
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||||
Stockholders' equity note, stock split | 2.325-for-1 | ||||||
Retained Earnings (Accumulated Deficit) | $ (105,548) | $ (56,842) | |||||
Cash and cash equivalents | $ 297,160 | $ 43,728 | $ 19,688 | $ 27,332 | |||
IPO [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Common stock issued in IPO, net of issuance costs of $16,995 (In shares) | 11,500,000 | 11,500,000 | |||||
Shares issued, price per share | $ 16 | $ 16 | |||||
Number of shares issued upon conversion | 5,433,290 | ||||||
Stock issued during period, shares, conversion of units | 32,489,398 | ||||||
Share-based compensation arrangement by share-based payment award, options, grants in period, net of forfeitures | 4,418,874 | ||||||
Over-Allotment Option [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Stock issued during period, shares, issued for services | 1,500,000 | ||||||
Series A Redeemable Convertible Preferred Stock [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Common stock par or stated value per share | $ 0.0001 | ||||||
Series A Redeemable Convertible Preferred Stock [Member] | Millennium Pharmaceuticals, Inc. [Member] | The Millennium Stock Exchange Agreement [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Conversion of stock, shares converted | 9,857,143 | ||||||
Convertible preferred stock, shares issued upon conversion | 6,470,382 |
Summary of Significant Accou_3
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Line Items] | ||
Cash equivalents, at carrying value | $ 0 | |
Cash | 0 | |
Share-based compensation arrangement by share-based payment award, fair value assumptions, expected dividend payments | $ 0 | |
Series B redeemable convertible preferred shares [Member] | ||
Accounting Policies [Line Items] | ||
Deferred finance costs, own-share lending arrangement, issuance costs, net | $ 0 | $ 36,000,000 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Company's Financial Instruments (Detail) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds, included in cash and cash equivalents | $ 0 | |
Fair Value, Recurring [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds, included in cash and cash equivalents | $ 124,040,000 | |
Fair Value, Recurring [Member] | Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds, included in cash and cash equivalents | 124,040,000 | |
Fair Value, Recurring [Member] | Money Market Funds [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds, included in cash and cash equivalents | ||
Fair Value, Recurring [Member] | Money Market Funds [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds, included in cash and cash equivalents |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Detail) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value disclosure | $ 0 | |
Fair value, measurement recurring basis, asset, transfers, net | $ 0 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Summary of Prepaid and Other Current Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid insurance | $ 3,332 | $ 41 |
Prepaid research and development expenses | 2,646 | 1,259 |
Other prepaid expenses and other assets | 173 | 43 |
Total prepaid expenses and other current assets | $ 6,151 | $ 1,343 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation and amortization | $ (31) | $ (16) |
Property, Plant and Equipment, Net, Total | 62 | 77 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 78 | 78 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 15 | $ 15 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Summary of Accrued expenses and other current liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued research and development expenses | $ 2,331 | $ 554 |
Accrued payroll related expenses | 1,894 | 298 |
Accrued professional service expenses | 751 | 717 |
Other | 185 | 27 |
Total accrued expenses and other current liabilities | $ 5,161 | $ 1,596 |
Significant Agreements - Additi
Significant Agreements - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 16, 2019 | Feb. 28, 2021 | Jun. 30, 2021 | Sep. 30, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Stock Issued During Period, Value, New Issues | $ 167,045 | |||
Common Stock [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 11,500,000 | |||
Stock Issued During Period, Value, New Issues | $ 1 | |||
Merck License Agreement [Member] | Research and Development Expense [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Payment of Milestones | $ 367,000 | |||
Takeda Asset Agreement [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Upfront of cash payment | $ 1,000 | |||
Takeda Asset Agreement [Member] | Common Stock [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 6,470,382 | |||
Takeda Asset Agreement [Member] | Series A Redeemable Convertible Preferred Stock [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 9,857,143 | |||
Stock Issued During Period, Value, New Issues | $ 9,900 | |||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 9,857,143 | |||
Takeda Asset Agreement [Member] | Research and Development Expense [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Upfront payment | 8,000 | |||
Aggregate cash consideration paid | $ 10,900 | |||
Viracta License Agreement [Member] | Maximum [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Payment of Milestones | $ 54,000 | |||
Viracta License Agreement [Member] | Research and Development Expense [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Payment of Milestones | $ 3,000 | |||
Upfront of cash payment | $ 2,000 |
Commitment and Contingencies -
Commitment and Contingencies - Summary of Future Lease Obligations (Detail) $ in Thousands | Sep. 30, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remaining three months in 2021 | $ 51 |
2022 | 212 |
2023 | 18 |
Total future minimum lease payments | 281 |
Less: Imputed interest | (14) |
Present value of operating lease liabilities | $ 267 |
Commitment and Contingencies _2
Commitment and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Lessee, Lease, Description [Line Items] | |||
Amortization of right of use asset operating lease | $ 133 | $ 96 | |
Research And Development Agreements [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Termination and cancellation charges payable | 0 | $ 0 | |
Litigation amount awarded from other party | 0 | 0 | |
Viracta License Agreement [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Royalty fee payable | 0 | 0 | |
Indemnification Agreement [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Termination and cancellation charges payable | 0 | 0 | |
Litigation amount awarded from other party | $ 0 | $ 0 | |
Lease For Corporate Office Facility [Member] | Central America [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease term | 3 years | ||
Tenant improvement allowances receivable | $ 10,000 | ||
Lessee operating lease incremental borrowing rate | 8.00% | ||
Lessee operating lease renewal lease term | 3 years | 1 year 5 months 1 day | |
Amortization of right of use asset operating lease | $ 133,000 | $ 96,000 | |
Operating lease payments | $ 154,000 | $ 123,000 |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Shares - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jun. 01, 2021 | Feb. 28, 2021 | Nov. 30, 2020 | Dec. 31, 2019 | Mar. 31, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 |
Temporary Equity [Line Items] | |||||||||
Payment of stock issuance costs | $ 17,000 | ||||||||
IPO [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Issuance of incentive shares | 11,500,000 | 11,500,000 | |||||||
Redeemable Convertible Preferred Stock [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Common stock shares issued as a result of conversion of temporary equity into permanent equity | 32,489,398 | ||||||||
Temporary Equity, Shares Outstanding | 0 | ||||||||
Series A Redeemable Convertible Preferred Stock [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Temporary equity stock issued during the period shares new issues | 10,348,507 | ||||||||
Temporary equity issue price per share | $ 2.899 | ||||||||
Proceeds from redeemable convertible preferred stock | $ 30,000 | ||||||||
Payment of accrued interest | 2,100 | ||||||||
Payment of stock issuance costs | $ 95,000 | ||||||||
Temporary equity shares issued upon conversion of notes payable | 2,154,245 | ||||||||
Derivative liability at fair value | $ 1,500 | ||||||||
Series A Redeemable Convertible Preferred Stock [Member] | Milestone Achieved [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Temporary equity stock issued during the period shares new issues | 10,348,505 | ||||||||
Proceeds from redeemable convertible preferred stock | $ 30,000 | ||||||||
Payment of stock issuance costs | $ 22,000 | ||||||||
Derivative liability at fair value | $ 0 | ||||||||
Series A Redeemable Convertible Preferred Stock [Member] | Temporary Equity Related Tranche Liability [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Unrealized gain loss due to change in fair value of derivatives | $ 200 | ||||||||
Series A Redeemable Convertible Preferred Stock [Member] | Milestone Achievement [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Temporary equity issue price per share | $ 2.899 | ||||||||
Temporary equity shares subscribed but not issued | 10,348,505 | ||||||||
Series B Redeemable Convertible Preferred Stock [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Temporary equity stock issued during the period shares new issues | 9,638,141 | ||||||||
Temporary equity issue price per share | $ 13.488 | ||||||||
Payment of stock issuance costs | $ 243,000 | ||||||||
Series B Redeemable Convertible Preferred Stock [Member] | Gross Proceeds [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Proceeds from redeemable convertible preferred stock | $ 130,000 |
Redeemable Convertible Prefer_4
Redeemable Convertible Preferred Shares - Summary of Series A Redeemable Convertible Preferred Shares (Detail) $ in Thousands | Dec. 31, 2020USD ($)shares |
Temporary Equity [Line Items] | |
Carrying Value | $ | $ 91,964 |
Series A Redeemable Convertible Preferred Stock [Member] | |
Temporary Equity [Line Items] | |
Shares Authorized | shares | 22,851,257 |
Shares Issued | shares | 22,851,257 |
Shares Outstanding | shares | 22,851,257 |
Liquidation Value | $ | $ 66,245,059 |
Carrying Value | $ | $ 91,964,055 |
Common Stock - Additional Infor
Common Stock - Additional Information (Detail) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | ||
Nov. 30, 2018USD ($)shares | Sep. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares | |
Class of Stock [Line Items] | ||||
Common Stock, Shares Authorized | 500,000,000 | |||
Common Stock, Shares Issued | 61,928,939 | 6,035,869 | ||
Common Stock, Shares Outstanding | 61,928,939 | 6,035,869 | ||
Number of directors entitled to be elected by the holders of common stock | 1 | |||
Common stock shares reserved for future issuance | 6,972,000 | |||
Proceeds from the issuance of common stock | $ | $ 167,045 | |||
Common Shares Purchase Agreement [Member] | ||||
Class of Stock [Line Items] | ||||
Common Stock, Shares Authorized | 500,000,000 | 28,887,127 | ||
Founder [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock shares unvested | 193,766 | |||
Founder [Member] | Common Shares Purchase Agreement [Member] | ||||
Class of Stock [Line Items] | ||||
Issuance of incentive shares | 2,790,000 | |||
Proceeds from the issuance of common stock | $ | $ 300 | |||
Redeemable Convertible Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock shares reserved for future issuance | 22,851,257 | |||
Common Class B [Member] | ||||
Class of Stock [Line Items] | ||||
Common Stock, Shares Authorized | 500,000,000 | 0 | ||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common Stock, Shares Issued | 61,928,939 | 0 | ||
Common Stock, Shares Outstanding | 61,928,939 | 0 |
Common Stock - Schedule of Comm
Common Stock - Schedule of Common Stock Shares Reserved for Future Issuance (Details) (Details) | Sep. 30, 2021shares |
Class of Stock [Line Items] | |
Common stock shares reserved for future issuance | 6,972,000 |
Stock options [Member] | |
Class of Stock [Line Items] | |
Common stock shares reserved for future issuance | 1,413,584 |
Restricted Stock Units (RSUs) [Member] | |
Class of Stock [Line Items] | |
Common stock shares reserved for future issuance | 66,420 |
Employee Stock Purchase Plan [Member] | |
Class of Stock [Line Items] | |
Common stock shares reserved for future issuance | 603,000 |
Common Stock [Member] | |
Class of Stock [Line Items] | |
Common stock shares reserved for future issuance | 4,888,996 |
Incentive Shares and Share_St_3
Incentive Shares and Share/Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | May 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock shares reserved for future issuance | 6,972,000 | 6,972,000 | |||
Allocated share based compensation expense | $ 5,149 | $ 60 | $ 8,224 | $ 176 | |
Unvested Restricted Stock and Stock Options [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share based compensation by share based payment arrangement unrecognized compensation | $ 58,400 | $ 58,400 | |||
Share based compensation by share based payment arrangement unrecognized compensation remaining period for recognition | 2 years 9 months 18 days | ||||
Incentive Share Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share based compensation by share based payment award fair value assumptions dividend yield | 0.00% | ||||
Incentive Share Plan [Member] | Day One Holding LLC [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share based compensation by share based payment arrangment number of shares authorized | 8,924,177 | 8,924,177 | |||
Incentive Share Plan [Member] | Cliff Vesting [Member] | Day One Holding LLC [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share based compensation by share based payment arrangement term of vesting | 12 months | ||||
2021 Stock Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Conversion of shares of one class into another | 5,433,290 | ||||
2021 Stock Incentive Plan [Member] | Unvested Common Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Conversion of shares of one class into another | 4,719,605 | ||||
2021 Equity Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock shares reserved for future issuance | 6,369,000 | ||||
Additional number of common stock shares reserved for future issuance | 4,719,605 | ||||
Share based compensation by share based payment arrangement non vested options granted during the period | 4,888,996 | ||||
Share based compensation by share based payment arrangement non vested options granted during the period weighted average grant date fair value | $ 16.75 | ||||
2021 Equity Incentive Plan [Member] | Incremental Shares Reserved for Future Issuance [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Additional number of common stock shares reserved for future issuance as percentage of common stock shares outstanding | 5.00% | ||||
2021 Employee Stock Purchase Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock shares reserved for future issuance | 603,000 | ||||
Additional number of common stock shares reserved for future issuance as percentage of common stock shares outstanding | 1.00% |
Incentive Shares and Share_St_4
Incentive Shares and Share/Stock-Based Compensation - Summary of Fair Value of The Incentive Shares Estimated Using An Option Pricing Model (Detail) - Incentive Share Plan Member [Member] - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Participating threshold | $ 0.27 | |
Risk free rate | 0.14% | |
Risk free rate, minimum | 0.18% | |
Risk free rate, maximum | 0.30% | |
Volatility | 72.90% | |
Volatility, minimum | 78.00% | |
Volatility, maximum | 80.00% | |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common share fair value | $ 8.89 | $ 0.89 |
Participating threshold | $ 7.51 | |
Time to liquidity (in years) | 1 year 9 months 18 days | 3 years 3 months 18 days |
Grant date fair value | $ 4.52 | $ 0.74 |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common share fair value | 6.36 | $ 0.81 |
Participating threshold | $ 6.36 | |
Time to liquidity (in years) | 2 months 12 days | 3 years 10 days |
Grant date fair value | $ 4.24 | $ 0.71 |
Incentive Shares and Share_St_5
Incentive Shares and Share/Stock-Based Compensation - Summary of The Incentive Shares Activity (Detail) - Incentive Shares [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares, Outstanding at December 31, 2020 | 4,112,017 | |
Number of Shares, Granted | 2,959,795 | |
Number of Shares, Forfeited | (265,596) | |
Number of Shares, Converted to unvested common stock | (6,806,216) | |
Number of Shares, Outstanding at June 30, 2021 | 4,112,017 | |
Weighted Average Grant Date Fair Value, Outstanding | $ 1.26 | |
Weighted Average Grant Date Fair Value, Granted | $ 4.32 | |
Weighted Average Grant Date Fair Value, Forfeited | 1.67 | |
Weighted Average Grant Date Fair Value, Converted to unvested common stock | $ 2.58 |
Incentive Shares and Share_St_6
Incentive Shares and Share/Stock-Based Compensation - Summary of The Unvested Common Stock (Detail) - 2021 Stock Incentive Plan [Member] - Restricted Stock [Member] | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Shares, Beginning balance | shares | 0 |
Conversion of incentive shares | shares | 4,719,605 |
Vested | shares | (638,389) |
Number of Shares, Ending balance | shares | 4,081,216 |
Weighted Average Grant Date Fair Value, Beginning balance | $ / shares | $ 0 |
Conversion of incentive shares | $ / shares | 16 |
Vested | $ / shares | 16 |
Weighted Average Grant Date Fair Value, Ending balance | $ / shares | $ 16 |
Incentive Shares and Share_St_7
Incentive Shares and Share/Stock-Based Compensation - Summary of Stock Option Activity Under The 2021 Plan (Detail) - Two Thousand And Twenty One Equity Incentive Plan [Member] | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted | shares | 4,888,996 |
Number of Shares, Ending balance | shares | 4,888,996 |
Exercisable | shares | 37,447 |
Granted | $ / shares | $ 16.75 |
Weighted average grant date fair value, Ending | $ / shares | 16.75 |
Weighted average grant date fair value, Exercisable | $ / shares | $ 16.31 |
Incentive Shares and Share_St_8
Incentive Shares and Share/Stock-Based Compensation - Summary of The Black-Scholes Option Pricing Model to Estimate The Fair Value of Stock Option Granted (Detail) - Two Thousand And Twenty One Equity Incentive Plan [Member] - Stock options [Member] | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volatility, minimum | 64.88% | 64.88% |
Volatility, maximum | 65.38% | 66.51% |
Risk free rate, minimum | 0.82% | 0.82% |
Risk free rate, maximum | 0.99% | 1.00% |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 6 years 29 days | 6 years 29 days |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 5 years 9 months 7 days | 5 years 3 months 10 days |
Incentive Shares and Share_St_9
Incentive Shares and Share/Stock-Based Compensation - Summary of Share/Stock-based Compensation Expense Recorded in The Accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense | $ 5,149 | $ 60 | $ 8,224 | $ 176 |
Research and Development Expense [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense | 1,489 | 58 | 2,321 | 127 |
General and Administrative Expense [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense | $ 3,660 | $ 2 | $ 5,903 | $ 49 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Basic and Diluted Net Loss Per Share Attributable to Common Shareholders/Stockholders (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings Per Share [Abstract] | ||||
Net loss and comprehensive loss | $ (19,240) | $ (3,842) | $ (50,816) | $ (8,243) |
Net loss attributable to redeemable convertible noncontrolling interests | (1,018) | (2,109) | (2,113) | |
Exchange of redeemable noncontrolling interest shares – deemed dividend (refer to Note 13) | (99,994) | |||
Net loss attributable to common share members/common stockholders | $ (19,240) | $ (2,824) | $ (148,701) | $ (6,130) |
Net loss per share, basic and diluted | $ (0.33) | $ (0.50) | $ (4.98) | $ (1.12) |
Weighted-average number of common shares used in computing net loss per share, basic and diluted | 57,514,218 | 5,601,511 | 29,859,883 | 5,456,733 |
Net Loss Per Share - Summary _2
Net Loss Per Share - Summary of Outstanding Potentially Dilutive Securities Have Been Excluded From Calculation of Diluted Net Loss Per Share (Detail) - shares shares in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 9,036,632 | 6,399,990 |
Incentive Shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 683,379 | |
Stock options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,888,996 | |
Unvested common shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,081,216 | 339,083 |
RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 66,420 | |
Convertible preferred shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,377,528 |
Redeemable NonControlling Int_2
Redeemable NonControlling Interest - Additional Information (Detail) - USD ($) $ in Thousands | May 26, 2021 | May 26, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Redeemable Noncontrolling Interest [Line Items] | ||||||
Net loss attributable to redeemable convertible noncontrolling interests | $ (1,018) | $ (2,109) | $ (2,113) | |||
Adjustment to additional paid in capital loss on conversion of temporary equity into permanent equity | $ 100,000 | |||||
DOT -1 [Member] | ||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||
Temporary equity shares converted into permanent equity | 9,857,143 | |||||
Common stock shares issued as a result of conversion of temporary equity into permanent equity | 6,470,382 | |||||
DOT -1 [Member] | Takeda [Member] | ||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||
Net loss attributable to redeemable convertible noncontrolling interests | $ 2,100 | $ 900 |