Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 07, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Akili, Inc. | |
Entity Central Index Key | 0001850266 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 77,908,746 | |
Entity Shell Company | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity File Number | 001-40558 | |
Entity Tax Identification Number | 98-1586159 | |
Entity Address, Address Line One | 125 Broad Street | |
Entity Address, Address Line Two | Fifth Floor | |
Entity Address, City or Town | Boston | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02110 | |
City Area Code | 617 | |
Local Phone Number | 456-0597 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | DE | |
Title of 12(b) Security | Common stock, $0.0001 par value per share | |
Trading Symbol | AKLI | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 89,661,000 | $ 76,899,000 |
Restricted cash | 305,000 | 305,000 |
Short-term investments | 66,696,000 | |
Accounts receivable | 30,000 | 29,000 |
Prepaid expenses and other current assets | 4,586,000 | 2,500,000 |
Total current assets | 161,278,000 | 79,733,000 |
Property and equipment, net | 996,000 | 1,193,000 |
Operating lease right-of-use asset | 2,760,000 | |
Prepaid expenses and other long-term assets | 11,000 | |
Total assets | 165,034,000 | 80,937,000 |
Current liabilities: | ||
Accounts payable | 3,486,000 | 2,345,000 |
Accrued expenses and other current liabilities | 6,240,000 | 5,477,000 |
Deferred revenue | 109,000 | 96,000 |
Deferred rent, short term | 2,000 | 123,000 |
Current operating lease liability | 803,000 | |
Note payable, short term | 2,500,000 | |
Total current liabilities | 13,140,000 | 8,041,000 |
Note payable, long term | 12,436,000 | 4,784,000 |
Non-current operating lease liability | 2,701,000 | |
Corporate bond, net of bond discount | 1,785,000 | 1,638,000 |
Earn-out liabilities | 11,100,000 | |
Deferred rent, long term | 712,000 | |
Total liabilities | 41,162,000 | 15,175,000 |
Commitments and contingencies | ||
Redeemable convertible preferred stock: | ||
Redeemable convertible preferred stock, $0.0001 par value: 100,000,000 and 48,102,729 shares authorized at September 30, 2022 and December 31, 2021, respectively; 0 and 43,318,218 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 291,876,000 | |
Stockholders' equity (deficit): | ||
Common stock, $0.0001 par value: 1,000,000,000 and 63,315,481 shares authorized at September 30, 2022 and December 31, 2021, respectively; 77,858,746 and 1,674,106 share issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 8,000 | |
Additional paid-in capital | 347,330,000 | |
Accumulated deficit | (223,473,000) | (226,114,000) |
Accumulated other comprehensive gain | 7,000 | |
Total stockholders' equity (deficit) | 123,872,000 | (226,114,000) |
Total liabilities, redeemable convertible preferred stock and stockholders' equity (deficit) | $ 165,034,000 | $ 80,937,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Aug. 18, 2022 | Dec. 31, 2021 |
Statement Of Financial Position [Abstract] | |||
Redeemable convertible preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Redeemable convertible preferred stock, shares authorized | 100,000,000 | 48,102,729 | 48,102,729 |
Redeemable convertible preferred stock, shares issued | 0 | 43,318,218 | 43,318,218 |
Redeemable convertible preferred stock, shares outstanding | 0 | 43,318,218 | 43,318,218 |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 1,000,000,000 | 63,315,481 | |
Common stock, shares issued | 77,858,746 | 1,674,106 | |
Common stock, shares outstanding | 77,858,746 | 1,674,106 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenues | $ 82,000 | $ 155,000 | $ 212,000 | $ 377,000 |
Cost of revenues | 123,000 | 83,000 | 316,000 | 243,000 |
Gross profit (loss) | (41,000) | 72,000 | (104,000) | 134,000 |
Operating expenses: | ||||
Research and development | 7,554,000 | 4,756,000 | 21,216,000 | 12,739,000 |
Selling, general and administrative | 16,911,000 | 13,292,000 | 47,250,000 | 28,675,000 |
Total operating expenses | 24,465,000 | 18,048,000 | 68,466,000 | 41,414,000 |
Operating loss | (24,506,000) | (17,976,000) | (68,570,000) | (41,280,000) |
Other income (expense): | ||||
Other income | 346,000 | 11,000 | 395,000 | 16,000 |
Interest expense | (496,000) | (172,000) | (866,000) | (292,000) |
Extinguishment of debt | (181,000) | |||
Change in estimated fair value of earn-out liabilities | 77,892,000 | 77,892,000 | ||
Total other income (expense) | 77,742,000 | (161,000) | 77,421,000 | (457,000) |
Income (loss) before income taxes | 53,236,000 | (18,137,000) | 8,851,000 | (41,737,000) |
Income tax expense | 0 | 0 | 0 | 0 |
Net income (loss) | 53,236,000 | (18,137,000) | 8,851,000 | (41,737,000) |
Unrealized gain on short-term investments | 14,000 | 7,000 | ||
Comprehensive income (loss) | 53,250,000 | (18,137,000) | 8,858,000 | (41,737,000) |
Net income (loss) | 53,236,000 | (18,137,000) | 8,851,000 | (41,737,000) |
Dividends on Series D convertible preferred stock | (1,598,000) | (2,773,000) | (7,383,000) | (3,888,000) |
Redemption value of Series D convertible preferred stock | (799,000) | (1,386,000) | (3,692,000) | (57,263,000) |
Net income (loss) per share attributable to common stockholders - basic | 50,839,000 | (22,296,000) | (2,224,000) | (102,888,000) |
Net income (loss) attributable to common stockholders - diluted | $ 53,236,000 | $ (22,296,000) | $ (2,224,000) | $ (102,888,000) |
Net income (loss) per share attributable to common stockholders - basic | $ 1.38 | $ (16.67) | $ (0.16) | $ (77.09) |
Net income (loss) per share attributable to common stockholders - diluted | $ 0.76 | $ (16.67) | $ (0.16) | $ (77.09) |
Weighted average common stock outstanding - basic | 36,920,116 | 1,337,797 | 13,690,186 | 1,334,562 |
Weighted average common shares outstanding - diluted | 69,830,970 | 1,337,797 | 13,690,186 | 1,334,562 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit (unaudited) - USD ($) $ in Thousands | Total | Adjusted balance | Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred Stock Adjusted balance | Common Stock | Common Stock Adjusted balance | Additional Paid-in Capital | Additional Paid-in Capital Adjusted balance | Accumulated Deficit | Accumulated Deficit Adjusted balance | Accumulated Other Comprehensive (Loss) Income |
Beginning Balance at Dec. 31, 2020 | $ (104,902) | $ (104,902) | $ 9,905 | $ 9,905 | $ (114,807) | $ (114,807) | |||||
Temporary Equity, Beginning Balance, Shares at Dec. 31, 2020 | 23,785,202 | 27,381,299 | |||||||||
Temporary Equity, Beginning Balance at Dec. 31, 2020 | $ 116,886 | $ 116,886 | |||||||||
Beginning Balance, Shares at Dec. 31, 2020 | 1,157,868 | 1,332,926 | |||||||||
Retroactive application of recapitalization (Note 1) | 175,058 | ||||||||||
Retroactive application of recapitalization (Note 1), Shares, Temporary Equity | 3,596,097 | ||||||||||
Stock-based compensation expense | 1,800 | 1,800 | |||||||||
Exercise of stock options, Shares | 6 | ||||||||||
Issuance of common stock warrants | 268 | 268 | |||||||||
Issuance of convertible preferred stock, net of issuance costs | $ 109,681 | ||||||||||
Issuance of convertible preferred stock, net of issuance costs, Shares | 15,027,075 | ||||||||||
Stock dividend accrued for Series D preferred stock | (1,115) | (1,115) | |||||||||
Stock dividend accrued for Series D preferred stock, Temporary Equity | $ 1,115 | ||||||||||
Redemption value of Series D preferred stock | (55,877) | (10,858) | (45,019) | ||||||||
Redemption value of Series D preferred stock, Temporary Equity | $ 55,877 | ||||||||||
Net income (loss) | (23,600) | (23,600) | |||||||||
Ending Balance at Jun. 30, 2021 | (183,426) | (183,426) | |||||||||
Temporary Equity, Ending Balance, Shares at Jun. 30, 2021 | 42,408,374 | ||||||||||
Temporary Equity, Ending Balance at Jun. 30, 2021 | $ 283,559 | ||||||||||
Ending Balance, Shares at Jun. 30, 2021 | 1,332,932 | ||||||||||
Beginning Balance at Dec. 31, 2020 | (104,902) | (104,902) | 9,905 | $ 9,905 | (114,807) | (114,807) | |||||
Temporary Equity, Beginning Balance, Shares at Dec. 31, 2020 | 23,785,202 | 27,381,299 | |||||||||
Temporary Equity, Beginning Balance at Dec. 31, 2020 | $ 116,886 | $ 116,886 | |||||||||
Beginning Balance, Shares at Dec. 31, 2020 | 1,157,868 | 1,332,926 | |||||||||
Net income (loss) | (41,737) | ||||||||||
Ending Balance at Sep. 30, 2021 | (203,828) | (203,828) | |||||||||
Temporary Equity, Ending Balance, Shares at Sep. 30, 2021 | 42,408,374 | ||||||||||
Temporary Equity, Ending Balance at Sep. 30, 2021 | $ 287,718 | ||||||||||
Ending Balance, Shares at Sep. 30, 2021 | 1,456,530 | ||||||||||
Beginning Balance at Jun. 30, 2021 | (183,426) | (183,426) | |||||||||
Temporary Equity, Beginning Balance, Shares at Jun. 30, 2021 | 42,408,374 | ||||||||||
Temporary Equity, Beginning Balance at Jun. 30, 2021 | $ 283,559 | ||||||||||
Beginning Balance, Shares at Jun. 30, 2021 | 1,332,932 | ||||||||||
Stock-based compensation expense | 1,748 | 1,748 | |||||||||
Exercise of stock options | 146 | 146 | |||||||||
Exercise of stock options, Shares | 123,599 | ||||||||||
Stock dividend accrued for Series D preferred stock | (2,773) | (1,510) | (1,263) | ||||||||
Stock dividend accrued for Series D preferred stock, Temporary Equity | 2,773 | ||||||||||
Redemption value of Series D preferred stock | (1,386) | (384) | (1,002) | ||||||||
Redemption value of Series D preferred stock, Temporary Equity | $ 1,386 | ||||||||||
Net income (loss) | (18,137) | (18,137) | |||||||||
Ending Balance at Sep. 30, 2021 | (203,828) | (203,828) | |||||||||
Temporary Equity, Ending Balance, Shares at Sep. 30, 2021 | 42,408,374 | ||||||||||
Temporary Equity, Ending Balance at Sep. 30, 2021 | $ 287,718 | ||||||||||
Ending Balance, Shares at Sep. 30, 2021 | 1,456,530 | ||||||||||
Beginning Balance at Dec. 31, 2021 | $ (226,114) | (226,114) | (226,114) | (226,114) | |||||||
Temporary Equity, Beginning Balance, Shares at Dec. 31, 2021 | 43,318,218 | 37,629,060 | 43,318,218 | ||||||||
Temporary Equity, Beginning Balance at Dec. 31, 2021 | $ 291,876 | $ 291,876 | $ 291,876 | ||||||||
Beginning Balance, Shares at Dec. 31, 2021 | 1,454,239 | 1,674,106 | |||||||||
Retroactive application of recapitalization (Note 1) | 219,867 | ||||||||||
Retroactive application of recapitalization (Note 1), Shares, Temporary Equity | 5,689,158 | ||||||||||
Stock-based compensation expense | 4,039 | 4,039 | |||||||||
Exercise of stock options | 105 | 105 | |||||||||
Exercise of stock options, Shares | 32,557 | ||||||||||
Stock dividend accrued for Series D preferred stock | (5,785) | (4,144) | (1,641) | ||||||||
Stock dividend accrued for Series D preferred stock, Temporary Equity | $ 5,785 | ||||||||||
Redemption value of Series D preferred stock | (2,893) | (2,893) | |||||||||
Redemption value of Series D preferred stock, Temporary Equity | $ 2,893 | ||||||||||
Other comprehensive gain (loss) | (7) | $ (7) | |||||||||
Net income (loss) | (44,385) | (44,385) | |||||||||
Ending Balance at Jun. 30, 2022 | (275,040) | (275,033) | (7) | ||||||||
Temporary Equity, Ending Balance, Shares at Jun. 30, 2022 | 43,318,218 | ||||||||||
Temporary Equity, Ending Balance at Jun. 30, 2022 | $ 300,554 | ||||||||||
Ending Balance, Shares at Jun. 30, 2022 | 1,706,663 | ||||||||||
Beginning Balance at Dec. 31, 2021 | $ (226,114) | $ (226,114) | (226,114) | $ (226,114) | |||||||
Temporary Equity, Beginning Balance, Shares at Dec. 31, 2021 | 43,318,218 | 37,629,060 | 43,318,218 | ||||||||
Temporary Equity, Beginning Balance at Dec. 31, 2021 | $ 291,876 | $ 291,876 | $ 291,876 | ||||||||
Beginning Balance, Shares at Dec. 31, 2021 | 1,454,239 | 1,674,106 | |||||||||
Exercise of stock options, Shares | 58,745 | ||||||||||
Net income (loss) | $ 8,851 | ||||||||||
Ending Balance at Sep. 30, 2022 | $ 123,872 | $ 8 | 347,330 | (223,473) | 7 | ||||||
Temporary Equity, Ending Balance, Shares at Sep. 30, 2022 | 0 | ||||||||||
Ending Balance, Shares at Sep. 30, 2022 | 77,858,746 | ||||||||||
Beginning Balance at Jun. 30, 2022 | $ (275,040) | (275,033) | (7) | ||||||||
Temporary Equity, Beginning Balance, Shares at Jun. 30, 2022 | 43,318,218 | ||||||||||
Temporary Equity, Beginning Balance at Jun. 30, 2022 | $ 300,554 | ||||||||||
Beginning Balance, Shares at Jun. 30, 2022 | 1,706,663 | ||||||||||
Stock-based compensation expense | 1,673 | 1,673 | |||||||||
Exercise of stock options | 40 | 40 | |||||||||
Exercise of stock options, Shares | 26,188 | ||||||||||
Stock dividend accrued for Series D preferred stock | (1,598) | (721) | (877) | ||||||||
Stock dividend accrued for Series D preferred stock, Temporary Equity | $ 1,598 | ||||||||||
Stock dividend accrued for Series D preferred stock, Shares, Temporary Equity | 1,008,596 | ||||||||||
Redemption value of Series D preferred stock | (799) | (799) | |||||||||
Redemption value of Series D preferred stock, Temporary Equity | $ 799 | ||||||||||
Redemption value of Series D preferred stock, Shares, Temporary Equity | 8,472,752 | ||||||||||
Exercise of Legacy Akili warrants | 8,834 | ||||||||||
Conversion of redeemable preferred stock into permanent equity, Temporary Equity | $ (302,951) | ||||||||||
Conversion of redeemable preferred stock into permanent equity, Shares, Temporary Equity | (52,799,566) | ||||||||||
Conversion of redeemable preferred stock into permanent equity | 302,951 | $ 5 | 302,946 | ||||||||
Conversion of redeemable preferred stock into permanent equity, Shares | 52,799,566 | ||||||||||
Issuance of common stock upon Business Combination and PIPE Investment | 164,283 | $ 3 | 164,280 | ||||||||
Issuance of common stock upon Business Combination and PIPE Investment, Shares | 23,317,495 | ||||||||||
Reverse recapitalization, net of transaction costs (including ($87,512) of deemed dividends related to Earn-Out Shareholders) | (120,888) | (120,888) | |||||||||
Other comprehensive gain (loss) | 14 | 14 | |||||||||
Net income (loss) | 53,236 | 53,236 | |||||||||
Ending Balance at Sep. 30, 2022 | $ 123,872 | $ 8 | $ 347,330 | $ (223,473) | $ 7 | ||||||
Temporary Equity, Ending Balance, Shares at Sep. 30, 2022 | 0 | ||||||||||
Ending Balance, Shares at Sep. 30, 2022 | 77,858,746 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit (Parenthetical) (unaudited) $ in Thousands | 3 Months Ended |
Sep. 30, 2022 USD ($) | |
Earn-Out Shareholders | |
Deemed dividends | $ 87,512 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 8,851 | $ (41,737) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 231 | 198 |
Reduction in the carrying amount of right-of-use assets | 362 | |
Stock-based compensation expense | 7,192 | 3,548 |
Loss on extinguishment of debt | 181 | |
Loss on disposal of fixed assets | 13 | |
Amortization of premium on short-term investments | (97) | |
Non Cash Interest Expense | 299 | 135 |
Change in fair value of earn-out liabilities | (77,892) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1) | (21) |
Prepaid expenses and other current assets | (2,086) | (1,126) |
Prepaid expenses and other long-term assets | 11 | (84) |
Accounts payable | 1,193 | 786 |
Accrued expenses and other current liabilities | (187) | 2,457 |
Deferred rent | (20) | (86) |
Operating lease liabilities | (431) | |
Deferred revenue | 13 | (197) |
Net cash used in operating activities | (62,562) | (35,933) |
Cash flows from investing activities: | ||
Acquisition of property and equipment | (42) | (53) |
Capitalized software development costs | (427) | |
Purchases of short-term investments | (81,593) | |
Proceeds from maturities of short-term investments | 15,000 | |
Net cash used in investing activities | (66,635) | (480) |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options | 145 | 146 |
Proceeds from note payable | 10,000 | 5,000 |
Proceeds from issuance of preferred stock, net issuance costs | 109,681 | |
Proceeds from business combination net of transaction costs paid | 131,814 | |
Payment of debt issuance costs | (74) | |
Payment of premium on note payable | (26) | |
Repayment of principal on note payable | (2,000) | |
Net cash provided by financing activities | 141,959 | 112,727 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 12,762 | 76,314 |
Cash, cash equivalents, and restricted cash at beginning of period | 77,204 | 18,833 |
Cash, cash equivalents, and restricted cash at end of period | 89,966 | 95,147 |
Supplementary Information: | ||
Cash paid for interest | 453 | 128 |
Noncash investing and financing activities: | ||
Purchase of property and equipment included in accounts payable and accrued expenses | 11 | |
Common stock warrants issued related to note payable | 268 | |
Redemption value of Series D preferred stock | 3,692 | 57,263 |
Dividends accrued for Series D preferred stock | 7,383 | $ 3,888 |
Recognition of earn-out liabilities | 87,512 | |
Net liabilities assumed in the business combination | $ 950 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of the Business and Basis of Presentation | 1. Nature of the Busin ess and Basis of Presentation Organization Akili, Inc. (collectively referred to with its wholly-owned, controlled subsidiaries, as “Akili” or the “Company”) operates as one business segment and is developing a digital medicine platform for the treatment and assessment of cognitive dysfunction across several neurology and psychiatry indications, including attention-deficit hyperactivity disorder (“ADHD”), major depressive disorder, autism spectrum disorder, multiple sclerosis, and various neuroinflammatory diseases. In June 2020, the U.S. Food and Drug Administration (“FDA”) granted clearance for EndeavorRx as a prescription treatment for children with ADHD. The Company is headquartered in Boston, Massachusetts. On August 19, 2022, (the “Closing Date”), Social Capital Suvretta Holdings Corp. I, (“SCS”) consummated the previously announced merger pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated January 26, 2022, by and among SCS, Akili Interactive Labs, Inc. and Karibu Merger Sub, Inc., pursuant to which Karibu Merger Sub, Inc. merged with and into Akili Interactive Labs, Inc., with Akili Interactive Labs, Inc. becoming a wholly owned subsidiary of SCS (the “Business Combination”). Upon the closing of the Business Combination (the "Closing"), SCS changed its name to Akili, Inc. In connection with the Business Combination, SCS completed the sale and issuance of 16,200,000 shares of Akili, Inc. common stock, $ 0.0001 par value per share (the "Common Stock") in a private placement transaction for a purchase price of $ 10.00 per share for $ 162,000 in the aggregate (the “PIPE Investment”). Gross proceeds from the Merger totaled approximately $ 164,283 which included funds held in SCS’s trust account (after giving effect to redemptions). In connection with the Business Combination, approximately $ 31,438 of transaction costs and other fees were incurred. References to SCS refer to the Company prior to the consummation of the Business Combination and references to “Legacy Akili” refer to Akili Interactive Labs, Inc. (now a wholly-owned subsidiary of Akili, Inc.) prior to the consummation of the Business Combination. Legacy Akili was deemed the accounting acquirer in the Business Combination. This determination was primarily based on Legacy Akili’s stockholders prior to the Business Combination having a majority of the voting power in the combined company, Legacy Akili having the ability to appoint a majority of the board of directors of the combined company (the "Board"), Legacy Akili’s existing management comprising the senior management of the combined company, Legacy Akili comprising the ongoing operations of the combined company, Legacy Akili being the larger entity based on historical revenues and business operations, and the combined company assuming Legacy Akili’s name. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy Akili issuing stock for the net assets of SCS, accompanied by a recapitalization. Under this method of accounting, SCS who was the legal acquirer, is treated as the “acquired” company for financial reporting purposes. The net assets of SCS are stated at historical cost, with no goodwill or other intangible assets recorded. The equity structure has been restated in all comparative periods up to the Closing Date to reflect the number of shares of the Company’s Common Stock, $ 0.0001 par value per share, issued to Legacy Akili stockholders in connection with the Business Combination. As such, the shares and corresponding capital amounts and earnings per share related to Legacy Akili’s convertible preferred stock (“Legacy Convertible Preferred Stock”) and Legacy Akili common stock prior to the Business Combination have been retroactively restated as shares reflecting the exchange ratio of approximately 1.15 pursuant to the terms of the Business Combination. Legacy Convertible Preferred Stock previously classified as mezzanine was retroactively adjusted, converted into Common Stock, and reclassified to permanent as a result of the reverse recapitalization. See Note 10 for more information. Akili, Inc. (formerly SCS) is a Delaware corporation incorporated on December 1, 2020. Akili Interactive Labs, Inc. is a Delaware corporation incorporated on December 1, 2011. Going Concern The Company is subject to risks common to companies in the biotechnology industry including, but not limited to, new technological innovations, protection of proprietary technology, dependence on key personnel, compliance with government regulations and the need to obtain additional financing. Product candidates currently under development will require significant additional research and development efforts, including extensive pre-clinical and clinical testing and regulatory approval, prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel infrastructure and extensive compliance- reporting capabilities. Most of the Company’s product candidates are still in development. There can be no assurance that the Company’s research and development will be successfully completed; that adequate protection for the Company’s intellectual property will be obtained; that any products developed will obtain necessary government regulatory approval; or that any approved products will be commercially viable. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate significant revenue from product sales. The Company operates in an environment of rapid change in technology and substantial competition from pharmaceutical and biotechnology companies. In addition, the Company is dependent upon the services of its employees and consultants. The Company’s condensed consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities in the ordinary course of business. The Company has experienced negative operating cash flows for the nine months ended September 30, 2022 and had an accumulated deficit of $ 223,473 . The Company believes that its cash and cash equivalents and short-term investments at September 30, 2022 of $ 156,357 , along with the $ 15,000 available undrawn debt, will be sufficient to fund the Company’s planned operations and existing obligations for at least one year after the date that the condensed consolidated financial statements are issued. The future viability of the Company is dependent on its ability to generate cash from operating activities or to raise additional capital to finance its operations. The Company’s failure to raise capital when needed, or on terms favorable to the Company, could have a negative impact on its financial condition and ability to pursue its business strategies. COVID-19 Related Significant Risks and Uncertainties There continue to be uncertainties regarding the pandemic of the novel coronavirus ("COVID-19") and the Company is closely monitoring the impact of COVID-19 on all aspects of its business, including how it will impact its customers, employees, suppliers, vendors, and business partners. The Company is unable to predict the specific impact that COVID-19 may have on its financial position and operations moving forward due to the numerous uncertainties. Any estimates made herein may change as new events occur and additional information is obtained, and actual results could differ materially from any estimates made herein under different assumptions or conditions. The Company will continue to assess the evolving impact of COVID-19. In response to the COVID-19 pandemic, Congress passed the Coronavirus Aid, Relief and Economic Security Act of 2020 (the "CARES Act") which was signed into law on March 27, 2020. The CARES Act provides for deferred payment of the employer portion of social security taxes through the end of 2020, with a portion of the deferred amount due by December 31, 2022. As of September 30, 2022 and December 31, 2021, the Company has deferred payments of $ 187 of social security taxes, which is included in accrued expenses and other current liabilities within the condensed consolidated balance sheet. Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company, after elimination of all intercompany accounts and transactions. As permitted for interim reporting, certain footnotes or other financial information that are normally required by U.S. GAAP may be condensed or omitted, unless otherwise required by U.S. GAAP or Securities and Exchange Commission (“SEC”) rules and regulations. These condensed consolidated financial statements were prepared on the same basis as and should be read in conjunction with the Company’s annual consolidated financial statements included in the Company's final prospectus filed pursuant to Rule 424(b)(3) under the Securities Act with the SEC on October 17, 2022. In the opinion of management, all adjustments of a normal recurring nature, considered necessary for fair presentation, have been included in these condensed consolidated financial statements. The results of operations for the nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any other interim period or future year. The condensed consolidated balance sheet as of December 31, 2021 was derived from the audited annual consolidated financial statements but does not include all information required by U.S. GAAP for annual consolidated financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies The Company’s significant accounting policies are disclosed in the audited consolidated financial statements for the year ended December 31, 2021, included in the Company's final prospectus filed pursuant to Rule 424(b)(3) under the Securities Act with the SEC on October 17, 2022. Since the date of those consolidated financial statements, there have been no changes to the Company’s significant accounting policies except as noted below. Legacy Convertible Preferred Stock: In connection with the Business Combination, all Legacy Convertible Preferred Stock were converted to common stock of Legacy Akili. See Notes 1, 3, and 10 for further information. The Company recorded shares of Legacy Convertible Preferred Stock at their respective estimated fair values on the dates of issuance, net of issuance costs. Legacy Convertible Preferred Stock was classified outside of stockholders’ deficit because the holders of such shares had liquidation and redemption rights in the event of a deemed liquidation event that, in certain situations, are not solely within the control of the Company, such as a merger, acquisition, and sale of all or substantially all of the Company’s assets. Earn-Out Liabilities: In connection with the Business Combination, holders of Legacy Akili common stock, Legacy Convertible Preferred Stock and warrants to purchase shares of Legacy Akili common stock ("Earn-Out Shareholders") and employees or individual service providers holding options to purchase shares of Legacy Akili common stock, in each case as designated by the Board of Akili as an earn-out service provider prior to the Closing Date (“Earn-Out Service Providers”) received the contingent right to receive additional Common Stock upon the achievement of certain earn-out targets (the “Rights”). The Company concluded the issuance of Rights to Earn-Out Shareholders constitutes a deemed dividend and evaluated the Rights for classification under guidance applicable to financial instruments. In assessing classification, the Company considered ASC Subtopic 815-40 “ Contracts in Entity’s Own Equity ” and determined the Rights contain settlement provisions that preclude them from being indexed to the Company’s stock and accordingly liability classification is required. The Company concluded issuance of the Rights to Earn-Out Service Providers represents compensation in scope of ASC Topic 718, " Compensation - Stock Compensation. " In considering relevant classification guidance, the Company determined the Rights issued to Earn-Out Service Providers are liabilities because they are indexed to whether such Earn-Out Service Providers hold qualifying equity instruments when the earn-out targets are achieved. The fair value of the contingent earn-out consideration is estimated as of the Closing Date at the present value of the expected contingent earn-out consideration using a Monte Carlo Simulation Method ("MCSM"). The Company reviews the probability of achievement of the earn-out targets to determine the impact on the fair value of the earn-out consideration on a quarterly basis over the earn-out period. For Earn-Out Shareholders, the corresponding fair value was initially recorded against additional paid-in capital. Changes in the estimated fair value of the contingent earn-out consideration related to Earn-Out Shareholders are recorded in other income (expense) in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) and are reflected in the period in which they are identified. For Earn-Out Service Providers, the corresponding fair value was initially recorded within operating expenses in the same functional category as the grantees' operating expenses. Changes in the estimated fair value of contingent earn-out consideration related to Earn-Out Service Providers is recorded as stock compensation for the period. Changes in the estimated fair value of the contingent earn-out consideration may materially impact or cause volatility in the Company's operating results. Transaction Costs: The Company has allocated certain transaction costs to the Earn-out Shares based on the relative fair value of these instruments as compared to the other newly issued instruments as part of the Business Combination. The portion of transaction costs allocated to these instruments is reflected as a reduction to cash and an increase in selling, general and administrative expense. The costs were determined to relate to future share issuances and not to the initial recapitalization and therefore they were expensed on the Closing Date. All costs allocated to the other newly issued instruments, which consisted of Common Stock, were recorded in total permanent equity (deficit) as a reduction of additional paid-in capital. Investments: The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. All investments in marketable securities are classified as available for sale. Available-for-sale securities are reported at fair value, with temporary unrealized gains and losses excluded from earnings and reported as a separate component of stockholders’ equity, while other-than-temporary gains or losses are included in earnings. The cost of securities sold is determined on a specific identification basis, and realized gains and losses are included in other income (expense) within the condensed consolidated statements of operations and comprehensive income (loss). Revenue: The following table presents the Company’s revenue by type: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Product revenue $ 82 $ 57 $ 212 $ 123 Collaboration revenue - 98 - 254 Total $ 82 $ 155 $ 212 $ 377 As of September 30, 2022, the Company has a contract liability related to product revenue, which consists of amounts that have been paid but have not been recognized as revenue. All amounts are expected to be recognized as revenue within 12 months of the balance sheet date and are classified as current deferred revenue. The Company recognized $ 72 of product revenue in the nine months ended September 30, 2022 that was previously included in the December 31, 2021 deferred revenue balance. Contract Liabilities Product Balance at December 31, 2021 $ 96 Revenue recognized ( 212 ) Revenue deferred 225 Balance at September 30, 2022 $ 109 Advertising: The Company expenses advertising costs as incurred. Advertising expenses were $ 464 and $ 6,401 during the three and nine months ended September 30, 2022. Advertising expenses were $ 4,893 and $ 7,760 during the three and nine months ended September 30, 2021 . Leases: The Company determines whether a contract is, or contains, a lease at inception. The Company classifies each of its leases as operating or financing considering factors such as the length of the lease term, the present value of the lease payments, the nature of the asset being leased, and the potential for ownership of the asset to transfer during the lease term. Leases with terms greater than one-year are recognized on the consolidated balance sheets as right-of-use assets and lease liabilities and are measured at the present value of the fixed payments due over the expected lease term less the present value of any incentives, rebates or abatements we expect to receive from the lessor. Options to extend a lease are included in the expected lease term if exercise of the option is deemed reasonably certain. Costs determined to be variable and not based on an index or rate are not included in the measurement of the lease liability and are expensed as incurred. The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilized the appropriate incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis an amount equal to the lease payments over a similar term and in a similar economic environment. To estimate our incremental borrowing rate, a credit rating applicable to the Company is estimated using a synthetic credit rating analysis since it does not currently have a rating agency-based credit rating. The Company records expense to recognize fixed lease payments on a straight-line basis over the expected lease term. The Company has elected the practical expedient not to separate lease and non-lease components for real estate leases. Recently adopted accounting pronouncements: In February 2016, the FASB issued ASU No. 2016-02 (“ASU 2016-02”), Leases (Topic 842) as amended by ASU 2019-10 and ASU 2020-05, which supersedes the guidance in former ASC Topic 840, Leases . The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less are not impacted by the new guidance. The Company adopted this guidance, effective January 1, 2022 , using the modified retrospective method as of the date of adoption such that prior periods will not be restated. The Company elected a package of practical expedients, under which an entity need not reassess whether any expired or existing contracts are or contain leases, the lease classification for any expired or existing leases, or initial direct costs for any existing leases. Additional disclosures related to accounting for leases under this new standard are included in Note 5. The adoption incrementally increased the Company’s assets and liabilities by the right-of-use asset and lease liabilities. As the leases do not provide an implicit rate, the Company’s incremental borrowing rate was determined based on the information available at the date of adoption to measure its lease liability. The adoption did not have a material impact on the Company’s condensed consolidated statement of operations and comprehensive income (loss) and did not require a cumulative adjustment to accumulated deficit on its condensed consolidated statement of stockholders’ equity as of September 30, 2022. Recently issued accounting pronouncements: In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), as amended by ASU 2019-10. ASU 2016-13 will change how companies account for credit losses for most financial assets and certain other instruments. For trade receivables, loans and held-to-maturity debt securities, companies will be required to recognize an allowance for credit losses rather than reducing the carrying value of the asset. ASU 2016-13 is effective for the Company for the annual reporting period beginning January 1, 2023. The Company is currently evaluating the potential impact this standard may have on its consolidated financial statements and results of operations. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes-Simplifying the Accounting for Income Taxes. ASU 2019-12 eliminates certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. This standard is effective for annual reporting periods beginning after December 15, 2021, and interim periods within annual periods beginning after December 15, 2022. The Company is currently evaluating the potential impact that ASU 2019-12 will have on its consolidated financial statements and related disclosures; however, it does not expect the impact to be material. |
Business Combination
Business Combination | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Business Combination | 3. Business Combination As discussed in Note 1, on August 19, 2022, the Company consummated the Business Combination pursuant to the Merger Agreement. The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, SCS, who was the legal acquirer, was treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination was treated as the equivalent of Akili issuing stock for the net assets of SCS, accompanied by a recapitalization. Upon the Closing, holders of Legacy Akili common stock received shares of Common Stock in an amount determined by application of the exchange ratio of approximately 1.15 (the “Exchange Ratio”), which was based on Legacy Akili’s implied price per share prior to the Business Combination. For periods prior to the Business Combination, the reported share and per share amounts have been retroactively converted by applying the Exchange Ratio. The consolidated assets, liabilities and results of operations prior to the Business Combination are those of Legacy Akili. In connection with the Business Combination, approximately $ 31,438 of transaction related expenses and other costs were incurred. The following table reconciles the elements of the Business Combination to the consolidated statement of cash flows and the consolidated statement of changes in equity: Nine months ended September 30, 2022 Cash - SCS trust and cash (net of redemptions) $ 2,283 Cash - PIPE investors 162,000 Gross proceeds 164,283 Transaction related expenses and other costs paid at Closing (of which $ 8,850 represent the Company's transaction costs) ( 30,989 ) Transaction related expenses and other costs paid after Closing ( 449 ) Net proceeds from the Business Combination 132,845 In addition to the $ 8,850 paid at Closing noted in the table above, the Company incurred $ 4,077 in additional transaction costs related to certain legal, accounting, consulting and other third-party fees incurred. These transaction costs were incurred and paid during the nine months ended September 30, 2022. Of the Company's total transaction costs of $ 12,927 , $ 3,046 was allocated to the Earn-Out Shares and expensed upon the Closing, based on the relative fair value of the Earn-Out Shares as compared to the other newly issued instruments as part of the Business Combination. The remaining Company transaction costs were recorded in additional paid-in capital. The number of shares of Common Stock outstanding immediately following the Closing was as follows: Common Stock SCS public stockholders 227,522 SCS sponsor and independent director 6,890,000 Legacy Akili stockholders (1) 54,541,224 PIPE investors 16,200,000 Total shares of Common Stock immediately after Closing 77,858,746 (1) The number of Legacy Akili shares was determined from the shares of Legacy Akili shares outstanding immediately prior to the Closing converted at the Exchange Ratio of approximately 1.15 . The amount includes the cashless exercise of certain outstanding Akili Interactive Labs, Inc. warrants, which resulted in the issuance of 8,834 shares of Common Stock. All fractional shares were rounded down. Amount excludes the issuance of 7,536,461 Earn-Out Shares (as defined below), as the performance conditions have not yet been satisfied. Earn-Out Shares: Earn-Out Shareholders and Earn-Out Service Providers received the contingent right to receive additional shares of Common Stock upon the achievement of certain earn-out targets. Earn-Out Shareholders and Earn-Out Service Providers are eligible to receive up to 7,536,461 shares in the aggregate (the "Earn-Out" Shares) of additional Common Stock in three equal tranches upon the Company achieving $ 15.00 , $ 20.00 , or $ 30.00 , respectively, as its volume-weighted average price per share of Common Stock for any 20 trading days within a 30 consecutive trading day period (as adjusted for share splits, reverse share splits, share dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares, or the like). As the Earn-Out Shares to Earn-Out Shareholders contain a settlement provision that precludes them from being indexed to the Company’s stock under ASC 815, Derivatives and Hedging , they are classified as liabilities. The Company accounts for the potential issuance of the Earn-Out Shares to Earn-Out Shareholders as a contingent consideration arrangement, a liability for which was initially valued and recorded using a MCSM for each earn-out period. Key inputs and assumptions were the Company’s stock price, expected term, volatility, the risk-free rate, and dividend yield. Some of these inputs are Level 3 assumptions that are updated each reporting period as the earn-out liabilities are recorded at fair value on a recurring basis. The Company revalued the earn-out liabilities as of September 30, 2022 and the change in the fair value of the earn-out liabilities was recorded in other income (expense) on the statement of operations. As the Earn-Out Shares to Earn-Out Service Providers are indexed to whether such Earn-Out Service Providers hold qualifying equity instruments when the earn-out targets are achieved, they are classified as a liability under ASC 718, " Compensation-Stock Compensation ". The Company accounts for the potential issuance of the Earn-Out Shares to Earn-Out Service Providers as the grant of a compensatory award under ASC 718. As there are no continuing service obligations, the awards were expensed on the date of the Business Combination and the fair value is updated each reporting period. The change in fair value is recorded as stock compensation for the period in the same functional category as the grantees' operating expenses. Earn-Out Shareholders Earn-Out Service Providers Total Fair value as of December 31, 2021 $ - $ - $ - Initial fair value of earn-out liabilities at date of Business Combination 87,512 13,467 100,979 Change in fair value ( 77,892 ) ( 11,987 ) ( 89,879 ) Fair value as of September 30, 2022 $ 9,620 $ 1,480 $ 11,100 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2022 | |
Prepaid Expense Current [Abstract] | |
Prepaid Expenses and Other Current Assets | 4. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: September 30, December 31, Deferred issuance costs $ - $ 572 Prepaid clinical trials 829 872 Prepaid insurance 2,107 81 Other current assets 1,650 975 Prepaid expenses and other current assets $ 4,586 $ 2,500 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2022 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 5. Property and Equipment Property and equipment, net consisted of the following: September 30, December 31, Furniture and fixtures $ 184 $ 184 Computer equipment and software 477 443 Office equipment 60 60 Leasehold improvements 975 975 Capitalized internal-use software costs 427 427 Total property and equipment 2,123 2,089 Less: accumulated depreciation and amortization ( 1,127 ) ( 896 ) Property and equipment, net $ 996 $ 1,193 Depreciation and amortization expense was $ 77 and $ 231 for the three and nine months ended September 30, 2022. Depreciation and amortization expense was $ 60 and $ 198 for the three and nine months ended September 30, 2021 . |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | 6. Leases As of September 30, 2022 , the Company leases office space under non-cancelable operating leases in two cities. The lease for office space in Boston, Massachusetts was amended in September 2022 to extend the rental of one floor consisting of approximately 4,000 square feet, which will expire in December 2023 . In accordance with ASC 842, “ Leases", as the lease term is greater than one year, it is recognized on the balance sheet as right-of-use assets and lease liabilities. The office space in Larkspur, California consists of approximately 43,600 square feet pursuant to a lease that will expire in November 2026 . The Company provided a customary letter of credit in the amount of approximately $ 250 as a security deposit, which is included in restricted cash within the condensed consolidated balance sheets. These leases do not include any restrictions or covenants that had to be accounted for under the new lease guidance. During the three and nine months ended September 30, 2022, the Company recognized $ 262 and $ 786 of rent expense. During the three and nine months ended September 30, 2021, the Company recognized $ 269 and $ 854 of rent expense. Net cash paid for the amounts included in the measurement of the operating lease liability on the condensed consolidated balance sheet and operating activities in the condensed consolidated statement of cash flow was $ 630 for the nine months ended September 30, 2022. The weighted average remaining lease term and incremental borrowing rate as of September 30, 2022 was 4.0 years and 7.5 % , respectively. Future lease payments for our noncancelable operating leases as of September 30, 2022 and a reconciliation to the carrying amount of the operating lease liability presented in the condensed consolidated balance sheet as of September 30, 2022 is as follows: Years Ending December 31, Amounts 2022 (remaining 3 months) $ 256 2023 1,042 2024 914 2025 950 2026 905 Total undiscounted payments due under operating leases 4,067 Less imputed interest ( 563 ) Total $ 3,504 Current operating lease liability $ 803 Non-current operating lease liability 2,701 Total $ 3,504 For comparable purposes, aggregate future minimum non-cancellable commitments under leases as of December 31, 2021, are as follows: Years Ending December 31, Amounts 2022 (remaining 3 months) $ 242 2023 878 2024 914 2025 950 2026 905 Total $ 3,889 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Payables And Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 7. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: September 30, December 31, Accrued bonus $ 2,592 $ 2,516 Accrued royalties 105 106 Accrued wages and benefits 714 421 Accrued clinical study expenses 416 363 Accrued consulting service expenses 702 766 Other accrued expenses 1,711 1,305 Total $ 6,240 $ 5,477 |
Corporate Bond
Corporate Bond | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Corporate Bond | 8. Corporate Bond In March 2019, in connection with Shionogi & Co., Ltd exercising its option to enter into a collaboration agreement with the Company, the Company issued a $ 5,000 corporate bond to Shionogi for cash (the “Corporate Bond”). The Corporate Bond is unsecured and is subordinated to the obligations of the Company under indebtedness for borrowed money owed by the Company to any bank or other financial institution. The Company recognized amortization expense of $ 50 and $ 147 related to the discount on the Corporate Bond as a component of interest expense in the condensed consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2022. The Company recognized amortization expense of $ 44 and $ 131 for the three and nine months ended September 30, 2021. The carrying amount of the corporate bond is as follows: September 30, December 31, Corporate Bond $ 5,000 $ 5,000 Unamortized discount on Corporate Bond ( 3,215 ) ( 3,362 ) Corporate Bond, net of discount $ 1,785 $ 1,638 |
Note Payable
Note Payable | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Note Payable | 9. Note Payable Amended and Restated Loan and Security Agreement On June 28, 2022, the Company drew an additional $ 10,000 from Tranche 1 of the Amended and Restated Loan and Security Agreement with Silicon Valley Bank. The Company is required to make interest-only payments through May 2023 before beginning to repay the $ 15,000 in outstanding principal in 24 equal monthly payments on the first day of each month beginning June 1, 2023, plus interest. In relation to this additional draw of $ 10,000 , the Company incurred $ 500 of debt issuance costs in the form of a final payment fee. At September 30, 2022 , the Company had outstanding principal of $ 15,000 . The Company recognized interest expense related to debt issuance costs of $ 178 for the nine months ended September 30, 2022. The interest rate in effect as of September 30, 2022 was 10.0 % . At September 30, 2022 , the carrying amount of the note payable (excluding the current portion of $ 2,500 ) is as follows: Outstanding principal $ 15,000 Note payable, short term ( 2,500 ) Final Payment 750 Unamortized debt issuance costs ( 814 ) Note payable, long term (net of debt issuance costs) $ 12,436 Future minimum principal payments due under the Amended and Restated Loan and Security Agreement, excluding the Final Payment, are as follows: Years Ending December 31, Remainder of 2022 $ - 2023 4,375 2024 7,500 2025 3,125 Total $ 15,000 |
Capital Stock
Capital Stock | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Capital Stock | 10. Capital Stock The Company's authorized capital stock consists of 1,000,000,000 shares of Common Stock, par value $ 0.0001 per share and 100,000,000 shares of preferred stock, par value $ 0.0001 per share . As of September 30, 2022, there were 77,858,746 shares of Common Stock issued and outstanding and 242,924 warrants outstanding to purchase Common Stock. There were no shares of preferred stock issued and outstanding. The holders of the Common Stock are entitled to one vote for each share of Common Stock. The holders of Common Stock shall be entitled to receive dividends out of funds legally available. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of Common Stock shall be entitled to share ratably in the remaining assets of the Company available for distribution. The Board or any authorized committee thereof is authorized to issue shares of preferred stock and to fix the designations, powers, including voting powers, full or limited, or no voting powers, preferences and the relative, participating, optional or other special rights of the shares of each series and any qualifications, limitations and restrictions thereof. Legacy Convertible Preferred Stock In connection with the Business Combination, the Legacy Convertible Preferred Stock was retroactively adjusted, converted into Common Stock, and reclassified to permanent equity as a result of the reverse recapitalization. As of September 30, 2022, there is no Legacy Convertible Preferred Stock authorized, issued or outstanding. The following table summarizes details of Legacy Convertible Preferred Stock authorized, issued and outstanding on the Closing Date immediately prior to the Business Combination: Legacy Convertible Preferred Series Par Value Authorized (1) Issued and Outstanding (1) Carrying Value (2) Series A-1 Convertible Preferred Stock $ 0.0001 4,604,762 4,604,762 $ — Series A-2 Convertible Preferred Stock 0.0001 5,096,403 5,096,403 7,128 Series B Convertible Preferred Stock 0.0001 8,451,448 8,451,448 41,854 Series C Convertible Preferred Stock 0.0001 9,228,686 9,228,686 67,904 Series D Convertible Preferred Stock 0.0001 20,721,430 15,936,919 186,065 Total 48,102,729 43,318,218 $ 302,951 (1) Shares authorized, shares issued and outstanding, and the conversion price/share have been adjusted to reflect the exchange of Legacy Convertible Preferred Stock for Akili, Inc. Common Stock at an exchange ratio of approximately 1.15 as a result of the Business Combination. (2) For the purpose of this calculation, the Series D redeemable convertible preferred stock continued to accrue dividends through the Closing Date and the adjusted total of Series D redeemable convertible preferred stock was multiplied by 150 % to determine the carrying value on the date of the Business Combination. Conversion—The holders of Legacy Convertible Preferred Stock had the right, at their option at any time, to convert any shares of Legacy Convertible Preferred Stock into fully paid and nonassessable shares of Legacy Akili common stock. The conversion ratio is determined by dividing the original issue price by the conversion price, which is equal to $ 1.00 , $ 1.995 , $ 5.7699 , $ 8.5073 , and $ 8.426854 per share for the Legacy Akili Series A-1, A-2, B, C, and D preferred stock, respectively. Conversion was mandatory upon the closing of a merger, combination or transaction with a special purpose acquisition company resulting in at least $ 75,000 of gross proceeds to the Company . Employee Stock Purchase Plan In connection with the Closing, the Company adopted the 2022 Employee Stock Purchase Plan (the “2022 ESPP”). The 2022 ESPP is a shareholder-approved plan under which substantially all employees may voluntarily enroll to purchase the Company’s Common Stock through payroll deductions at a price equal to 85 % of the lower of the fair market values of the stock as of the offering date or the exercise date, provided that no offering shall exceed 27 months. An employee’s payroll deductions under the 2022 ESPP are limited to 15 % of the employee’s compensation and employees may not purchase more than $ 25,000 of stock during any calendar year. A total of 1,167,881 shares of our Common Stock are reserved and authorized for issuance under the 2022 ESPP. In addition, the number of shares of Common Stock available for issuance under the 2022 ESPP is automatically increased each January 1 of each calendar year beginning on January 1, 2023, and ending in 2031, by the least of (i) the excess (if any) of (A) 1 % of the outstanding shares issued and outstanding on the immediately preceding December 31st (excluding any shares reserved for issuance under equity-based plans of Akili, Inc. including the 2022 Stock Option and Incentive Plan and the 2022 ESPP) over (B) the number of shares of stock then reserved for issuance under the 2022 ESPP as of such date, (ii) 1,167,881 or (iii) such number of shares determined by the administrator. Through September 30, 2022, no shares have been issued under the 2022 ESPP. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Stock-Based Compensation | 11. Stock-Based Compensation 2011 Stock Incentive Plan: Prior to the Business Combination, the Company’s 2011 Stock Incentive Plan (the “2011 Plan”) allowed the Company to grant incentive stock options, nonqualified stock options, and restricted stock to employees, directors, and nonemployees of the Company. Upon the Closing, the remaining unallocated share reserve under the 2011 Plan was cancelled and no new awards will be granted under such plan. Awards outstanding under the 2011 Plan were assumed by Akili, Inc. upon the Closing and continue to be governed by the terms of the 2011 Plan. 2022 Stock Option and Incentive Plan: In 2022, the Board approved the 2022 Stock Option and Incentive Plan, (the “2022 Plan”), which provides for the grant of incentive stock options, nonqualified stock options, and restricted stock to employees, directors, and nonemployees of the Company up to an aggregate of 12,813,781 shares of the Company’s Common Stock. All of these shares remain available for issuance under the 2022 Plan as of September 30, 2022. Options generally vest based on the grantee’s continued service with the Company during a specified period following a grant as determined by the Board and expire ten years from the grant date. Awards typically vest in four years , but vesting conditions can vary based on the discretion of the Board. Stock-based compensation expense, including the expense related to Earn-Out Service Providers, is classified in the condensed consolidated statements of operations and comprehensive income (loss) as follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Research and development $ 1,312 $ 408 $ 2,762 $ 920 Selling, general and administrative 1,841 1,340 4,430 2,628 Total $ 3,153 $ 1,748 $ 7,192 $ 3,548 Included in the three and nine months ended September 30, 2022 balances in the table above is $ 1,480 of stock-based compensation related to the potential issuance of the Earn-Out Shares to Earn-Out Service Providers, as described in Note 3. A summary of the Company’s stock option activity and related information is as follows: Number of Weighted- Weighted- Aggregate Balance at December 31, 2021 8,667,093 $ 3.38 7.28 Granted 1,536,102 $ 10.06 Cancelled ( 631,747 ) $ 3.94 Exercised ( 58,745 ) $ 2.49 Balance at September 30, 2022 9,512,703 $ 4.43 6.87 $ 1,052 Exercisable September 30, 2022 6,208,060 $ 3.34 5.86 $ 1,052 Options vested and expected to vest, September 30, 2022 9,512,703 $ 4.43 6.87 $ 1,052 The fair value of all option activity was estimated at the date of grant using a Black-Scholes model with the following weighted-average assumptions for the nine months ended September 30, 2022 and 2021: Nine Months Ended 2022 2021 Fair value of Common Stock $ 10.06 $ 4.40 Expected volatility 96.21 % 98.73 % Expected term (in years) 6.03 4.88 Risk-free interest rate 1.73 % 0.81 % Expected dividend yield 0.00 % 0.00 % The weighted average grant-date fair value of stock options granted to employees during the nine months ended September 30, 2022 and 2021 was $ 7.79 and $ 3.39 per share, respectively. During the nine months ended September 30, 2022 and 2021, the aggregate intrinsic value of stock option awards exercised was $ 445 and $ 327 , respectively. Aggregate intrinsic value represents the difference between the exercise price and the fair value of the underlying Common Stock on the date of exercise. As of September 30, 2022 there was $ 14,203 of unrecognized compensation cost related to unvested stock option grants to employees under the 2022 Plan, which is expected to be recognized over a weighted-average period of 2.9 years. |
Fair Value of Financial Assets
Fair Value of Financial Assets and Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets and Liabilities | 12. Fair Value of Financial Assets and Liabilities The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis and indicates the level of the fair value hierarchy utilized to determine such fair values: Fair Value Measurements as of September 30, 2022 Description Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 56,993 $ - $ - $ 56,993 Short-term investments: United States treasuries 66,696 - - 66,696 Total assets $ 123,689 $ - $ - $ 123,689 Long-term liabilities: Earn-out liabilities - - 11,100 11,100 Total liabilities $ - $ - $ 11,100 $ 11,100 Fair Value Measurements as of December 31, 2021 Description Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 61,509 $ — $ — $ 61,509 The Company evaluates transfers between levels at the end of each reporting period. There were no transfers of financial instruments between levels during the nine months ended September 30, 2022 and 2021. The Company recorded unrealized gains on short-term investments of $ 7 in other comprehensive gain for the nine months ended September 30, 2022. As of September 30, 2022 and December 31, 2021 , the Company’s cash equivalents consisted of money market funds with original maturities of less than 90 days from the date of purchase. As of September 30, 2022 , the Company’s short-term investments consisted of United States treasuries with original maturities of more than three months but less than one year . As of December 31, 2021 , the Company did no t have any liabilities that are measured at fair value on a recurring basis. Earn-out liabilities — Upon the Closing, the Earn-Out Shares were accounted for as a liability because the triggering events that determine the number of shares to be earned (the "Triggering Events") included events that were indexed to the Common Stock of the Company, with the change in fair value recognized in "Change in estimated fair value of earn-out liabilities" in the condensed consolidated statement of operations. The estimated fair value of the Earn-out Shares was determined using a MCSM using the following assumptions at each valuation date: Price target : price target as defined in the Merger Agreement for each Triggering Event: • Triggering Event I is $ 15.00 per share • Triggering Event II is $ 20.00 per share • Triggering Event III is $ 30.00 per share Current stock price : the closing stock price as quoted on Nasdaq as of September 30, 2022 and Closing Date was $ 2.26 and $ 14.07 per share, respectively. Expected term : the expected term is the five-year term of the earn-out period. Expected volatility : the volatility rate as of September 30, 2022 and Closing Date was 97.5 % and 100.0 %, respectively. The volatility rate was determined using an average of historical volatilities over the expected term of selected industry peers deemed comparable to the Company. Expected dividend yield : the expected dividend yield is zero as it is not expected that the Company will declare dividends on Common Stock during the expected term. See Note 3 for a table that reconciles the change in fair value of the earn-out liabilities valued using Level 3 inputs. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | 13. Net Income (Loss) Per Share The computation of basic net income (loss) per share is based on the weighted-average number of our common shares outstanding. The computation of diluted net income (loss) per share is based on the weighted-average number of our common shares outstanding and potential dilutive common shares during the period as determined by the treasury stock method. The following table summarizes the computation of basic and diluted net income (loss) per share attributable to common stockholders of the Company: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Numerator: Net income (loss) attributable to common stockholders - basic $ 50,839 $ ( 22,296 ) $ ( 2,224 ) $ ( 102,888 ) Dividends on Series D convertible preferred stock 1,598 - - - Redemption value of Series D convertible preferred stock 799 - - - Net income (loss) attributable to common stockholders - diluted $ 53,236 $ ( 22,296 ) $ — $ ( 2,224 ) $ ( 102,888 ) Denominator: Weighted average Common Stock outstanding - basic 36,920,116 1,337,797 13,690,186 1,334,562 Weighted average effect of potentially dilutive securities: Effect of potentially dilutive convertible preferred stock 28,695,420 - - - Effect of potentially dilutive warrants 122,713 - - - Effect of potentially dilutive stock options 4,092,721 - - - Total potentially dilutive securities 32,910,854 - - - Weighted average common stock outstanding - diluted 69,830,970 1,337,797 13,690,186 1,334,562 Net income (loss) per share attributable to common stockholders - basic $ 1.38 $ ( 16.67 ) $ ( 0.16 ) $ ( 77.09 ) Net income (loss) per share attributable to common stockholders - diluted $ 0.76 $ ( 16.67 ) $ ( 0.16 ) $ ( 77.09 ) The following potentially dilutive outstanding securities were excluded from the computation of diluted net income (loss) per share attributable to common stockholders because their effect would have been anti-dilutive or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Series A-1 convertible preferred stock (as converted to Common Stock) - 4,000,000 - 4,000,000 Series A-2 convertible preferred stock (as converted to Common Stock) - 4,427,072 - 4,427,072 Series B convertible preferred stock (as converted to Common Stock) - 7,341,485 - 7,341,485 Series C convertible preferred stock (as converted to Common Stock) - 8,016,645 - 8,016,645 Series D convertible preferred stock (as converted to Common Stock) - 19,580,262 - 19,580,262 Warrants to purchase Common Stock - 226,196 242,924 226,196 Stock options to purchase Common Stock 1,529,195 7,748,938 9,512,706 7,748,938 Earn-out shares 7,536,461 - 7,536,461 - Total 9,065,656 51,340,598 17,292,091 51,340,598 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent Events Equity Award Grants In November 2022, the Company granted 2,844,059 stock options and 858,559 restricted stock unit awards with various time-based vesting conditions pursuant to the 2022 Plan. Additionally, 4,554,408 restricted stock unit awards were granted to senior executives which shall vest upon the Company’s Common Stock achieving certain specified prices per share. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company, after elimination of all intercompany accounts and transactions. As permitted for interim reporting, certain footnotes or other financial information that are normally required by U.S. GAAP may be condensed or omitted, unless otherwise required by U.S. GAAP or Securities and Exchange Commission (“SEC”) rules and regulations. These condensed consolidated financial statements were prepared on the same basis as and should be read in conjunction with the Company’s annual consolidated financial statements included in the Company's final prospectus filed pursuant to Rule 424(b)(3) under the Securities Act with the SEC on October 17, 2022. In the opinion of management, all adjustments of a normal recurring nature, considered necessary for fair presentation, have been included in these condensed consolidated financial statements. The results of operations for the nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any other interim period or future year. The condensed consolidated balance sheet as of December 31, 2021 was derived from the audited annual consolidated financial statements but does not include all information required by U.S. GAAP for annual consolidated financial statements. |
Legacy Convertible Preferred Stock | Legacy Convertible Preferred Stock: In connection with the Business Combination, all Legacy Convertible Preferred Stock were converted to common stock of Legacy Akili. See Notes 1, 3, and 10 for further information. The Company recorded shares of Legacy Convertible Preferred Stock at their respective estimated fair values on the dates of issuance, net of issuance costs. Legacy Convertible Preferred Stock was classified outside of stockholders’ deficit because the holders of such shares had liquidation and redemption rights in the event of a deemed liquidation event that, in certain situations, are not solely within the control of the Company, such as a merger, acquisition, and sale of all or substantially all of the Company’s assets. |
Earn-Out Liabilities | Earn-Out Liabilities: In connection with the Business Combination, holders of Legacy Akili common stock, Legacy Convertible Preferred Stock and warrants to purchase shares of Legacy Akili common stock ("Earn-Out Shareholders") and employees or individual service providers holding options to purchase shares of Legacy Akili common stock, in each case as designated by the Board of Akili as an earn-out service provider prior to the Closing Date (“Earn-Out Service Providers”) received the contingent right to receive additional Common Stock upon the achievement of certain earn-out targets (the “Rights”). The Company concluded the issuance of Rights to Earn-Out Shareholders constitutes a deemed dividend and evaluated the Rights for classification under guidance applicable to financial instruments. In assessing classification, the Company considered ASC Subtopic 815-40 “ Contracts in Entity’s Own Equity ” and determined the Rights contain settlement provisions that preclude them from being indexed to the Company’s stock and accordingly liability classification is required. The Company concluded issuance of the Rights to Earn-Out Service Providers represents compensation in scope of ASC Topic 718, " Compensation - Stock Compensation. " In considering relevant classification guidance, the Company determined the Rights issued to Earn-Out Service Providers are liabilities because they are indexed to whether such Earn-Out Service Providers hold qualifying equity instruments when the earn-out targets are achieved. The fair value of the contingent earn-out consideration is estimated as of the Closing Date at the present value of the expected contingent earn-out consideration using a Monte Carlo Simulation Method ("MCSM"). The Company reviews the probability of achievement of the earn-out targets to determine the impact on the fair value of the earn-out consideration on a quarterly basis over the earn-out period. For Earn-Out Shareholders, the corresponding fair value was initially recorded against additional paid-in capital. Changes in the estimated fair value of the contingent earn-out consideration related to Earn-Out Shareholders are recorded in other income (expense) in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) and are reflected in the period in which they are identified. For Earn-Out Service Providers, the corresponding fair value was initially recorded within operating expenses in the same functional category as the grantees' operating expenses. Changes in the estimated fair value of contingent earn-out consideration related to Earn-Out Service Providers is recorded as stock compensation for the period. Changes in the estimated fair value of the contingent earn-out consideration may materially impact or cause volatility in the Company's operating results. |
Transaction Costs | Transaction Costs: The Company has allocated certain transaction costs to the Earn-out Shares based on the relative fair value of these instruments as compared to the other newly issued instruments as part of the Business Combination. The portion of transaction costs allocated to these instruments is reflected as a reduction to cash and an increase in selling, general and administrative expense. The costs were determined to relate to future share issuances and not to the initial recapitalization and therefore they were expensed on the Closing Date. All costs allocated to the other newly issued instruments, which consisted of Common Stock, were recorded in total permanent equity (deficit) as a reduction of additional paid-in capital. |
Investments | Investments: The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. All investments in marketable securities are classified as available for sale. Available-for-sale securities are reported at fair value, with temporary unrealized gains and losses excluded from earnings and reported as a separate component of stockholders’ equity, while other-than-temporary gains or losses are included in earnings. The cost of securities sold is determined on a specific identification basis, and realized gains and losses are included in other income (expense) within the condensed consolidated statements of operations and comprehensive income (loss). |
Revenue | Revenue: The following table presents the Company’s revenue by type: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Product revenue $ 82 $ 57 $ 212 $ 123 Collaboration revenue - 98 - 254 Total $ 82 $ 155 $ 212 $ 377 As of September 30, 2022, the Company has a contract liability related to product revenue, which consists of amounts that have been paid but have not been recognized as revenue. All amounts are expected to be recognized as revenue within 12 months of the balance sheet date and are classified as current deferred revenue. The Company recognized $ 72 of product revenue in the nine months ended September 30, 2022 that was previously included in the December 31, 2021 deferred revenue balance. Contract Liabilities Product Balance at December 31, 2021 $ 96 Revenue recognized ( 212 ) Revenue deferred 225 Balance at September 30, 2022 $ 109 |
Advertising | Advertising: The Company expenses advertising costs as incurred. Advertising expenses were $ 464 and $ 6,401 during the three and nine months ended September 30, 2022. Advertising expenses were $ 4,893 and $ 7,760 during the three and nine months ended September 30, 2021 . |
Leases | Leases: The Company determines whether a contract is, or contains, a lease at inception. The Company classifies each of its leases as operating or financing considering factors such as the length of the lease term, the present value of the lease payments, the nature of the asset being leased, and the potential for ownership of the asset to transfer during the lease term. Leases with terms greater than one-year are recognized on the consolidated balance sheets as right-of-use assets and lease liabilities and are measured at the present value of the fixed payments due over the expected lease term less the present value of any incentives, rebates or abatements we expect to receive from the lessor. Options to extend a lease are included in the expected lease term if exercise of the option is deemed reasonably certain. Costs determined to be variable and not based on an index or rate are not included in the measurement of the lease liability and are expensed as incurred. The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilized the appropriate incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis an amount equal to the lease payments over a similar term and in a similar economic environment. To estimate our incremental borrowing rate, a credit rating applicable to the Company is estimated using a synthetic credit rating analysis since it does not currently have a rating agency-based credit rating. The Company records expense to recognize fixed lease payments on a straight-line basis over the expected lease term. The Company has elected the practical expedient not to separate lease and non-lease components for real estate leases. |
Recently Adopted and Issued Accounting Pronouncements | Recently adopted accounting pronouncements: In February 2016, the FASB issued ASU No. 2016-02 (“ASU 2016-02”), Leases (Topic 842) as amended by ASU 2019-10 and ASU 2020-05, which supersedes the guidance in former ASC Topic 840, Leases . The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less are not impacted by the new guidance. The Company adopted this guidance, effective January 1, 2022 , using the modified retrospective method as of the date of adoption such that prior periods will not be restated. The Company elected a package of practical expedients, under which an entity need not reassess whether any expired or existing contracts are or contain leases, the lease classification for any expired or existing leases, or initial direct costs for any existing leases. Additional disclosures related to accounting for leases under this new standard are included in Note 5. The adoption incrementally increased the Company’s assets and liabilities by the right-of-use asset and lease liabilities. As the leases do not provide an implicit rate, the Company’s incremental borrowing rate was determined based on the information available at the date of adoption to measure its lease liability. The adoption did not have a material impact on the Company’s condensed consolidated statement of operations and comprehensive income (loss) and did not require a cumulative adjustment to accumulated deficit on its condensed consolidated statement of stockholders’ equity as of September 30, 2022. Recently issued accounting pronouncements: In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), as amended by ASU 2019-10. ASU 2016-13 will change how companies account for credit losses for most financial assets and certain other instruments. For trade receivables, loans and held-to-maturity debt securities, companies will be required to recognize an allowance for credit losses rather than reducing the carrying value of the asset. ASU 2016-13 is effective for the Company for the annual reporting period beginning January 1, 2023. The Company is currently evaluating the potential impact this standard may have on its consolidated financial statements and results of operations. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes-Simplifying the Accounting for Income Taxes. ASU 2019-12 eliminates certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. This standard is effective for annual reporting periods beginning after December 15, 2021, and interim periods within annual periods beginning after December 15, 2022. The Company is currently evaluating the potential impact that ASU 2019-12 will have on its consolidated financial statements and related disclosures; however, it does not expect the impact to be material. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Company's Revenue | The following table presents the Company’s revenue by type: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Product revenue $ 82 $ 57 $ 212 $ 123 Collaboration revenue - 98 - 254 Total $ 82 $ 155 $ 212 $ 377 |
Summary of Contract Liabilities | Contract Liabilities Product Balance at December 31, 2021 $ 96 Revenue recognized ( 212 ) Revenue deferred 225 Balance at September 30, 2022 $ 109 |
Business Combination (Tables)
Business Combination (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Schedule of Reconciles the Elements of Business Combination to Consolidated Statement of Cash Flows and Consolidated Statement of Changes in Equity | The following table reconciles the elements of the Business Combination to the consolidated statement of cash flows and the consolidated statement of changes in equity: Nine months ended September 30, 2022 Cash - SCS trust and cash (net of redemptions) $ 2,283 Cash - PIPE investors 162,000 Gross proceeds 164,283 Transaction related expenses and other costs paid at Closing (of which $ 8,850 represent the Company's transaction costs) ( 30,989 ) Transaction related expenses and other costs paid after Closing ( 449 ) Net proceeds from the Business Combination 132,845 |
Schedule of Number of Shares of Common Stock Outstanding Immediately Following Closing | The number of shares of Common Stock outstanding immediately following the Closing was as follows: Common Stock SCS public stockholders 227,522 SCS sponsor and independent director 6,890,000 Legacy Akili stockholders (1) 54,541,224 PIPE investors 16,200,000 Total shares of Common Stock immediately after Closing 77,858,746 (1) The number of Legacy Akili shares was determined from the shares of Legacy Akili shares outstanding immediately prior to the Closing converted at the Exchange Ratio of approximately 1.15 . The amount includes the cashless exercise of certain outstanding Akili Interactive Labs, Inc. warrants, which resulted in the issuance of 8,834 shares of Common Stock. All fractional shares were rounded down. Amount excludes the issuance of 7,536,461 Earn-Out Shares (as defined below), as the performance conditions have not yet been satisfied. |
Schedule of Change in Fair Value Recorded as Stock Compensation | The change in fair value is recorded as stock compensation for the period in the same functional category as the grantees' operating expenses. Earn-Out Shareholders Earn-Out Service Providers Total Fair value as of December 31, 2021 $ - $ - $ - Initial fair value of earn-out liabilities at date of Business Combination 87,512 13,467 100,979 Change in fair value ( 77,892 ) ( 11,987 ) ( 89,879 ) Fair value as of September 30, 2022 $ 9,620 $ 1,480 $ 11,100 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Prepaid Expense Current [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following: September 30, December 31, Deferred issuance costs $ - $ 572 Prepaid clinical trials 829 872 Prepaid insurance 2,107 81 Other current assets 1,650 975 Prepaid expenses and other current assets $ 4,586 $ 2,500 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment, Net | Property and equipment, net consisted of the following: September 30, December 31, Furniture and fixtures $ 184 $ 184 Computer equipment and software 477 443 Office equipment 60 60 Leasehold improvements 975 975 Capitalized internal-use software costs 427 427 Total property and equipment 2,123 2,089 Less: accumulated depreciation and amortization ( 1,127 ) ( 896 ) Property and equipment, net $ 996 $ 1,193 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Future Lease Payments for Noncancelable Operating Leases | Future lease payments for our noncancelable operating leases as of September 30, 2022 and a reconciliation to the carrying amount of the operating lease liability presented in the condensed consolidated balance sheet as of September 30, 2022 is as follows: Years Ending December 31, Amounts 2022 (remaining 3 months) $ 256 2023 1,042 2024 914 2025 950 2026 905 Total undiscounted payments due under operating leases 4,067 Less imputed interest ( 563 ) Total $ 3,504 Current operating lease liability $ 803 Non-current operating lease liability 2,701 Total $ 3,504 For comparable purposes, aggregate future minimum non-cancellable commitments under leases as of December 31, 2021, are as follows: Years Ending December 31, Amounts 2022 (remaining 3 months) $ 242 2023 878 2024 914 2025 950 2026 905 Total $ 3,889 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following: September 30, December 31, Accrued bonus $ 2,592 $ 2,516 Accrued royalties 105 106 Accrued wages and benefits 714 421 Accrued clinical study expenses 416 363 Accrued consulting service expenses 702 766 Other accrued expenses 1,711 1,305 Total $ 6,240 $ 5,477 |
Corporate Bond (Tables)
Corporate Bond (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Carrying Amount of Corporate Bond | The carrying amount of the corporate bond is as follows: September 30, December 31, Corporate Bond $ 5,000 $ 5,000 Unamortized discount on Corporate Bond ( 3,215 ) ( 3,362 ) Corporate Bond, net of discount $ 1,785 $ 1,638 |
Note Payable (Table)
Note Payable (Table) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Carrying Amount of Note Payable | At September 30, 2022 , the carrying amount of the note payable (excluding the current portion of $ 2,500 ) is as follows: Outstanding principal $ 15,000 Note payable, short term ( 2,500 ) Final Payment 750 Unamortized debt issuance costs ( 814 ) Note payable, long term (net of debt issuance costs) $ 12,436 |
Future Minimum Principal Payments Due | Future minimum principal payments due under the Amended and Restated Loan and Security Agreement, excluding the Final Payment, are as follows: Years Ending December 31, Remainder of 2022 $ - 2023 4,375 2024 7,500 2025 3,125 Total $ 15,000 |
Capital Stock (Tables)
Capital Stock (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Summary of Details of Legacy Convertible Preferred Stock Authorized Issued And Outstanding | The following table summarizes details of Legacy Convertible Preferred Stock authorized, issued and outstanding on the Closing Date immediately prior to the Business Combination: Legacy Convertible Preferred Series Par Value Authorized (1) Issued and Outstanding (1) Carrying Value (2) Series A-1 Convertible Preferred Stock $ 0.0001 4,604,762 4,604,762 $ — Series A-2 Convertible Preferred Stock 0.0001 5,096,403 5,096,403 7,128 Series B Convertible Preferred Stock 0.0001 8,451,448 8,451,448 41,854 Series C Convertible Preferred Stock 0.0001 9,228,686 9,228,686 67,904 Series D Convertible Preferred Stock 0.0001 20,721,430 15,936,919 186,065 Total 48,102,729 43,318,218 $ 302,951 (1) Shares authorized, shares issued and outstanding, and the conversion price/share have been adjusted to reflect the exchange of Legacy Convertible Preferred Stock for Akili, Inc. Common Stock at an exchange ratio of approximately 1.15 as a result of the Business Combination. (2) For the purpose of this calculation, the Series D redeemable convertible preferred stock continued to accrue dividends through the Closing Date and the adjusted total of Series D redeemable convertible preferred stock was multiplied by 150 % to determine the carrying value on the date of the Business Combination. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Summary of Stock-Based Compensation Expense | Stock-based compensation expense, including the expense related to Earn-Out Service Providers, is classified in the condensed consolidated statements of operations and comprehensive income (loss) as follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Research and development $ 1,312 $ 408 $ 2,762 $ 920 Selling, general and administrative 1,841 1,340 4,430 2,628 Total $ 3,153 $ 1,748 $ 7,192 $ 3,548 |
Summary of Stock Option Activity and Related Information | A summary of the Company’s stock option activity and related information is as follows: Number of Weighted- Weighted- Aggregate Balance at December 31, 2021 8,667,093 $ 3.38 7.28 Granted 1,536,102 $ 10.06 Cancelled ( 631,747 ) $ 3.94 Exercised ( 58,745 ) $ 2.49 Balance at September 30, 2022 9,512,703 $ 4.43 6.87 $ 1,052 Exercisable September 30, 2022 6,208,060 $ 3.34 5.86 $ 1,052 Options vested and expected to vest, September 30, 2022 9,512,703 $ 4.43 6.87 $ 1,052 |
Summary of Stock Option Activity Weighted-Average Assumptions | The fair value of all option activity was estimated at the date of grant using a Black-Scholes model with the following weighted-average assumptions for the nine months ended September 30, 2022 and 2021: Nine Months Ended 2022 2021 Fair value of Common Stock $ 10.06 $ 4.40 Expected volatility 96.21 % 98.73 % Expected term (in years) 6.03 4.88 Risk-free interest rate 1.73 % 0.81 % Expected dividend yield 0.00 % 0.00 % |
Fair Value of Financial Asset_2
Fair Value of Financial Assets and Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule Of Fair Value Assets And Liabilities Measured On Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis and indicates the level of the fair value hierarchy utilized to determine such fair values: Fair Value Measurements as of September 30, 2022 Description Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 56,993 $ - $ - $ 56,993 Short-term investments: United States treasuries 66,696 - - 66,696 Total assets $ 123,689 $ - $ - $ 123,689 Long-term liabilities: Earn-out liabilities - - 11,100 11,100 Total liabilities $ - $ - $ 11,100 $ 11,100 Fair Value Measurements as of December 31, 2021 Description Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 61,509 $ — $ — $ 61,509 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Computation of Basic and Diluted Net Income (Loss) Per Share Attributable to Common Stockholders | The computation of basic net income (loss) per share is based on the weighted-average number of our common shares outstanding. The computation of diluted net income (loss) per share is based on the weighted-average number of our common shares outstanding and potential dilutive common shares during the period as determined by the treasury stock method. The following table summarizes the computation of basic and diluted net income (loss) per share attributable to common stockholders of the Company: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Numerator: Net income (loss) attributable to common stockholders - basic $ 50,839 $ ( 22,296 ) $ ( 2,224 ) $ ( 102,888 ) Dividends on Series D convertible preferred stock 1,598 - - - Redemption value of Series D convertible preferred stock 799 - - - Net income (loss) attributable to common stockholders - diluted $ 53,236 $ ( 22,296 ) $ — $ ( 2,224 ) $ ( 102,888 ) Denominator: Weighted average Common Stock outstanding - basic 36,920,116 1,337,797 13,690,186 1,334,562 Weighted average effect of potentially dilutive securities: Effect of potentially dilutive convertible preferred stock 28,695,420 - - - Effect of potentially dilutive warrants 122,713 - - - Effect of potentially dilutive stock options 4,092,721 - - - Total potentially dilutive securities 32,910,854 - - - Weighted average common stock outstanding - diluted 69,830,970 1,337,797 13,690,186 1,334,562 Net income (loss) per share attributable to common stockholders - basic $ 1.38 $ ( 16.67 ) $ ( 0.16 ) $ ( 77.09 ) Net income (loss) per share attributable to common stockholders - diluted $ 0.76 $ ( 16.67 ) $ ( 0.16 ) $ ( 77.09 ) |
Summary of Computation of Diluted Net Income (Loss) Per Share Attributable to Common Stockholders Including Anti-dilutive Effect | The following potentially dilutive outstanding securities were excluded from the computation of diluted net income (loss) per share attributable to common stockholders because their effect would have been anti-dilutive or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Series A-1 convertible preferred stock (as converted to Common Stock) - 4,000,000 - 4,000,000 Series A-2 convertible preferred stock (as converted to Common Stock) - 4,427,072 - 4,427,072 Series B convertible preferred stock (as converted to Common Stock) - 7,341,485 - 7,341,485 Series C convertible preferred stock (as converted to Common Stock) - 8,016,645 - 8,016,645 Series D convertible preferred stock (as converted to Common Stock) - 19,580,262 - 19,580,262 Warrants to purchase Common Stock - 226,196 242,924 226,196 Stock options to purchase Common Stock 1,529,195 7,748,938 9,512,706 7,748,938 Earn-out shares 7,536,461 - 7,536,461 - Total 9,065,656 51,340,598 17,292,091 51,340,598 |
Nature of the Business and Ba_2
Nature of the Business and Basis of Presentation - Additional Information (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Aug. 19, 2022 USD ($) shares | Sep. 30, 2022 USD ($) Segment $ / shares shares | Dec. 31, 2021 USD ($) $ / shares | |
Organization, Consolidation and Presentation of Financial Statements [Lite Items] | |||
Number of business segments | Segment | 1 | ||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |
Cash and cash equivalents and short term investments | $ 156,357 | ||
Undrawn debt cash and cash equivalents and short term investments | 15,000 | ||
Deferred payments | 187 | $ 187 | |
Accumulated deficit | $ (223,473) | $ (226,114) | |
SCS | |||
Organization, Consolidation and Presentation of Financial Statements [Lite Items] | |||
Business combination, issuance of common shares | shares | 8,834 | 16,200,000 | |
Common stock, par value | $ / shares | $ 0.0001 | ||
Business acquisition share price | $ / shares | $ 10 | ||
Business combination amount | $ 162,000 | ||
Business combination merger included funds in trust account | 164,283 | ||
Business combination, transaction costs | $ 31,438 | $ 12,927 | |
Business combination exchange ratio | 115% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary of Company's Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation Of Revenue [Line Items] | ||||
Revenues | $ 82 | $ 155 | $ 212 | $ 377 |
Product Revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | $ 82 | 57 | $ 212 | 123 |
Collaboration Revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | $ 98 | $ 254 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Deferred revenue, revenue recognized | $ (212) | |||
Advertising Expense | $ 464 | $ 4,893 | $ 6,401 | $ 7,760 |
Lease term description | Leases with terms greater than one-year are recognized on the consolidated balance sheets as right-of-use assets and lease liabilities and are measured at the present value of the fixed payments due over the expected lease term less the present value of any incentives, rebates or abatements we expect to receive from the lessor. | |||
Lease, option to extend | Options to extend a lease are included in the expected lease term if exercise of the option is deemed reasonably certain. | |||
ASU 2016-02 | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Change in accounting principle, accounting standards update, adoption date | Jan. 01, 2022 | Jan. 01, 2022 | ||
Change in accounting principle, accounting standards update, adopted | true | true | ||
Change in accounting principle, accounting standards update, immaterial effect | true | true | ||
Product Revenue | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Deferred revenue, revenue recognized | $ 72 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Contract Liabilities (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Accounting Policies [Abstract] | |
Beginning balance | $ 96 |
Revenue recognized | (212) |
Revenue deferred | 225 |
Ending balance | $ 109 |
Business Combination - Addition
Business Combination - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Aug. 19, 2022 | Sep. 30, 2022 | |
Business Acquisition [Line Items] | ||
Earn-out shares, share price | $ 14.07 | $ 2.26 |
SCS | ||
Business Acquisition [Line Items] | ||
Business combination, common stock exchange ratio | 115% | |
Business combination, transaction related expenses and other costs | $ 31,438 | $ 12,927 |
Business combination transaction cost paid | 8,850 | |
Business combination additional transaction costs paid | $ 4,077 | |
SCS | Common Stock | ||
Business Acquisition [Line Items] | ||
Business combination, earn-out shares | 7,536,461 | |
Trading days | 20 days | |
Consecutive trading day period | 30 days | |
SCS | Common Stock | Tranche One | ||
Business Acquisition [Line Items] | ||
Earn-out shares, share price | $ 15 | |
SCS | Common Stock | Tranche Two | ||
Business Acquisition [Line Items] | ||
Earn-out shares, share price | 20 | |
SCS | Common Stock | Tranche Three | ||
Business Acquisition [Line Items] | ||
Earn-out shares, share price | $ 30 | |
SCS | Earn-out shares | ||
Business Acquisition [Line Items] | ||
Business combination, transaction related expenses and other costs | $ 3,046 |
Business Combination - Schedule
Business Combination - Schedule of Reconciles the Elements of Business Combination to Consolidated Statement of Cash Flows and Consolidated Statement of Changes in Equity (Details) - SCS $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Business Acquisition [Line Items] | |
Gross proceeds | $ 164,283 |
Transaction related expenses and other costs paid at Closing (of which $8,850 represent the Company's transaction costs) | 30,989 |
Transaction related expenses and other costs paid after Closing | (449) |
Net proceeds from the Business Combination | 132,845 |
PIPE Investors | |
Business Acquisition [Line Items] | |
Gross proceeds | 162,000 |
SCS Trust and Cash (Net of Redemptions) | |
Business Acquisition [Line Items] | |
Gross proceeds | $ 2,283 |
Business Combination - Schedu_2
Business Combination - Schedule of Reconciles the Elements of Business Combination to Consolidated Statement of Cash Flows and Consolidated Statement of Changes in Equity (Parenthetical) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
SCS | |
Business Acquisition [Line Items] | |
Business combination transaction cost paid | $ 8,850 |
Business Combination - Schedu_3
Business Combination - Schedule of Number of Shares of Common Stock Outstanding Immediately Following Closing (Details) - shares | Sep. 30, 2022 | Aug. 19, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | |||
Common stock, shares outstanding | 77,858,746 | 1,674,106 | |
SCS | |||
Business Acquisition [Line Items] | |||
Common stock, shares outstanding | 77,858,746 | ||
SCS | SCS Public Stockholders | |||
Business Acquisition [Line Items] | |||
Common stock, shares outstanding | 227,522 | ||
SCS | SCS Sponsor and Independent Director | |||
Business Acquisition [Line Items] | |||
Common stock, shares outstanding | 6,890,000 | ||
SCS | Legacy Akili stockholders | |||
Business Acquisition [Line Items] | |||
Common stock, shares outstanding | 54,541,224 | ||
SCS | PIPE Investors | |||
Business Acquisition [Line Items] | |||
Common stock, shares outstanding | 16,200,000 |
Business Combination - Schedu_4
Business Combination - Schedule of Number of Shares of Common Stock Outstanding Immediately Following Closing (Parenthetical) (Details) - Legacy Akili stockholders - shares | Aug. 19, 2022 | Aug. 18, 2022 |
Business Acquisition [Line Items] | ||
Business combination, common stock exchange ratio | 115% | 1.15% |
Business combination, earn-out shares | 7,536,461 |
Business Combination - Schedu_5
Business Combination - Schedule of Change in Fair Value Recorded as Stock Compensation (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Business Acquisition [Line Items] | |
Initial fair value of earn-out liabilities at date of Business Combination | $ 100,979 |
Change in fair value | (89,879) |
Fair value as of September 30, 2022 | 11,100 |
Earn-Out Shareholders | |
Business Acquisition [Line Items] | |
Initial fair value of earn-out liabilities at date of Business Combination | 87,512 |
Change in fair value | (77,892) |
Fair value as of September 30, 2022 | 9,620 |
Earn-Out Service Providers | |
Business Acquisition [Line Items] | |
Initial fair value of earn-out liabilities at date of Business Combination | 13,467 |
Change in fair value | (11,987) |
Fair value as of September 30, 2022 | $ 1,480 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Prepaid Expense Current [Abstract] | ||
Deferred issuance costs | $ 572 | |
Prepaid clinical trials | $ 829 | 872 |
Prepaid insurance | 2,107 | 81 |
Other current assets | 1,650 | 975 |
Prepaid expenses and other current assets | $ 4,586 | $ 2,500 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 2,123 | $ 2,089 |
Less: accumulated depreciation and amortization | (1,127) | (896) |
Property and equipment, net | 996 | 1,193 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 184 | 184 |
Computer Equipment and Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 477 | 443 |
Office Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 60 | 60 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 975 | 975 |
Capitalized Internal-Use Software Costs | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 427 | $ 427 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation and amortization expense | $ 77 | $ 60 | $ 231 | $ 198 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 USD ($) ft² Floor City | Sep. 30, 2022 USD ($) ft² Floor City | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) ft² Floor City | Sep. 30, 2021 USD ($) | |
Lessee Lease Description [Line Items] | |||||
Number of cities leases office space under operating leases operates | City | 2 | 2 | 2 | ||
Rent expense | $ 262 | $ 269 | $ 786 | $ 854 | |
Net cash paid for operating lease liability | $ 630 | ||||
Lease term | 4 years | 4 years | 4 years | ||
Operating lease borrowing rate | 7.5 | 7.5 | 7.5 | ||
Security Deposit | Restricted Cash | |||||
Lessee Lease Description [Line Items] | |||||
Letter of credit | $ 250 | $ 250 | $ 250 | ||
Massachusetts | |||||
Lessee Lease Description [Line Items] | |||||
Number of rental floor | Floor | 1 | 1 | 1 | ||
Lessee area of operating lease | ft² | 4,000 | 4,000 | 4,000 | ||
Operating lease expiration period | 2023-12 | ||||
California | |||||
Lessee Lease Description [Line Items] | |||||
Lessee area of operating lease | ft² | 43,600 | 43,600 | 43,600 | ||
Operating lease expiration period | 2026-11 |
Leases - Future Lease Payments
Leases - Future Lease Payments for Noncancelable Operating Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
2022 (remaining 3 months) | $ 256 | $ 242 |
2023 | 1,042 | 878 |
2024 | 914 | 914 |
2025 | 950 | 950 |
2026 | 905 | 905 |
Total undiscounted payments due under operating leases | 4,067 | |
Less imputed interest | (563) | |
Total | 3,504 | $ 3,889 |
Current operating lease liability | 803 | |
Non-current operating lease liability | $ 2,701 |
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, 2022 | Dec. 31, 2021 |
Payables And Accruals [Abstract] | ||
Accrued bonus | $ 2,592 | $ 2,516 |
Accrued royalties | 105 | 106 |
Accrued wages and benefits | 714 | 421 |
Accrued clinical study expenses | 416 | 363 |
Accrued consulting service expenses | 702 | 766 |
Other accrued expenses | 1,711 | 1,305 |
Total | $ 6,240 | $ 5,477 |
Corporate Bond - Additional Inf
Corporate Bond - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Mar. 31, 2019 | |
Debt Instrument [Line Items] | ||||||
Corporate bond | $ 5,000 | $ 5,000 | $ 5,000 | |||
Corporate Bond Securities | ||||||
Debt Instrument [Line Items] | ||||||
Amortization expense | $ 50 | $ 44 | $ 147 | $ 131 | ||
Corporate Bond Securities | Shinogi And Company Limited | Option And Collaboration Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Corporate bond | $ 5,000 |
Corporate Bond - Schedule Of Su
Corporate Bond - Schedule Of Subordinated Borrowing (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Subordinated Borrowings [Abstract] | ||
Corporate bond | $ 5,000 | $ 5,000 |
Unamortized discount on corporate bond | (3,215) | (3,362) |
Corporate bond, net of discount | $ 1,785 | $ 1,638 |
Note Payable - Additional Infor
Note Payable - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jun. 28, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Debt Instrument [Line Items] | |||||
Interest expense, debt | $ 496 | $ 172 | $ 866 | $ 292 | |
Interest rate | 10% | 10% | |||
Note payable, short term | $ 2,500 | $ 2,500 | |||
Loan and Security Agreement | |||||
Debt Instrument [Line Items] | |||||
Loan additional drew capacity | $ 10,000 | ||||
Outstanding principal repayment | 15,000 | ||||
Debt frequency of payment | 24 equal monthly payments | ||||
Additional loan borrowed | 10,000 | ||||
Debt issuance costs | $ 500 | ||||
Outstanding principal amount | $ 15,000 | $ 15,000 | |||
Interest expense, debt | $ 178 |
Note Payable - Schedule of Carr
Note Payable - Schedule of Carrying Amount of Note Payable (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Note payable, short term | $ (2,500) | |
Note payable, long term (net of debt issuance costs) | 12,436 | $ 4,784 |
Note Payable | ||
Debt Instrument [Line Items] | ||
Outstanding principal | 15,000 | |
Note payable, short term | (2,500) | |
Final Payment | 750 | |
Unamortized debt issuance costs | (814) | |
Note payable, long term (net of debt issuance costs) | $ 12,436 |
Note Payable - Future Minimum P
Note Payable - Future Minimum Principal Payments Due (Details) - Loan and Security Agreement $ in Thousands | Sep. 30, 2022 USD ($) |
Debt Instrument [Line Items] | |
2023 | $ 4,375 |
2024 | 7,500 |
2025 | 3,125 |
Outstanding principal | $ 15,000 |
Capital Stock - Additional Info
Capital Stock - Additional Information (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2022 | Aug. 18, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | |||
Common stock, shares authorized | 1,000,000,000 | 63,315,481 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Redeemable convertible preferred stock, shares authorized | 100,000,000 | 48,102,729 | 48,102,729 |
Redeemable convertible preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued | 77,858,746 | 1,674,106 | |
Common stock, shares outstanding | 77,858,746 | 1,674,106 | |
Warrants outstanding to purchase common stock | 242,924 | ||
Redeemable convertible preferred stock, shares issued | 0 | 43,318,218 | 43,318,218 |
Redeemable convertible preferred stock, shares outstanding | 0 | 43,318,218 | 43,318,218 |
Number of vote for each share of common stock | 1 | ||
Threshold gross proceeds for mandatory conversion | $ 75,000,000 | ||
2022 Employee Stock Purchase plan | |||
Class of Stock [Line Items] | |||
Common stock, shares issued | 0 | ||
Percentage of lower of fair market value of stock | 85% | ||
Maximum offering period | 27 months | ||
Limitation on employee payroll deductions percentage | 15% | ||
Employee purchase of stock maximum amount | $ 25,000 | ||
Common stock reserved for future issuance | 1,167,881 | ||
Percentage of outstanding shares issued and outstanding | 1% | ||
Series A-1 Convertible Preferred Stock | |||
Class of Stock [Line Items] | |||
Redeemable convertible preferred stock, shares authorized | 4,604,762 | ||
Redeemable convertible preferred stock, par value | $ 0.0001 | ||
Redeemable convertible preferred stock, shares issued | 4,604,762 | ||
Redeemable convertible preferred stock, shares outstanding | 4,604,762 | ||
Temporary equity conversion price per share | $ 1 | ||
Series A-2 Convertible Preferred Stock | |||
Class of Stock [Line Items] | |||
Redeemable convertible preferred stock, shares authorized | 5,096,403 | ||
Redeemable convertible preferred stock, par value | $ 0.0001 | ||
Redeemable convertible preferred stock, shares issued | 5,096,403 | ||
Redeemable convertible preferred stock, shares outstanding | 5,096,403 | ||
Temporary equity conversion price per share | 1.995 | ||
Series B Convertible Preferred Stock | |||
Class of Stock [Line Items] | |||
Redeemable convertible preferred stock, shares authorized | 8,451,448 | ||
Redeemable convertible preferred stock, par value | $ 0.0001 | ||
Redeemable convertible preferred stock, shares issued | 8,451,448 | ||
Redeemable convertible preferred stock, shares outstanding | 8,451,448 | ||
Temporary equity conversion price per share | 5.7699 | ||
Series C Convertible Preferred Stock | |||
Class of Stock [Line Items] | |||
Redeemable convertible preferred stock, shares authorized | 9,228,686 | ||
Redeemable convertible preferred stock, par value | $ 0.0001 | ||
Redeemable convertible preferred stock, shares issued | 9,228,686 | ||
Redeemable convertible preferred stock, shares outstanding | 9,228,686 | ||
Temporary equity conversion price per share | 8.5073 | ||
Series D Convertible Preferred Stock | |||
Class of Stock [Line Items] | |||
Redeemable convertible preferred stock, shares authorized | 20,721,430 | ||
Redeemable convertible preferred stock, par value | $ 0.0001 | ||
Redeemable convertible preferred stock, shares issued | 15,936,919 | ||
Redeemable convertible preferred stock, shares outstanding | 15,936,919 | ||
Temporary equity conversion price per share | $ 8.426854 |
Capital Stock - Summary of Deta
Capital Stock - Summary of Details of Legacy Convertible Preferred Stock Authorized Issued And Outstanding (Details) - USD ($) | Sep. 30, 2022 | Aug. 18, 2022 | Dec. 31, 2021 |
Temporary Equity [Line Items] | |||
Par Value | $ 0.0001 | $ 0.0001 | |
Authorized | 100,000,000 | 48,102,729 | 48,102,729 |
Issued | 0 | 43,318,218 | 43,318,218 |
Outstanding | 0 | 43,318,218 | 43,318,218 |
Carrying Value | $ 302,951 | $ 291,876,000 | |
Series A-1 Convertible Preferred Stock | |||
Temporary Equity [Line Items] | |||
Par Value | $ 0.0001 | ||
Authorized | 4,604,762 | ||
Issued | 4,604,762 | ||
Outstanding | 4,604,762 | ||
Series A-2 Convertible Preferred Stock | |||
Temporary Equity [Line Items] | |||
Par Value | $ 0.0001 | ||
Authorized | 5,096,403 | ||
Issued | 5,096,403 | ||
Outstanding | 5,096,403 | ||
Carrying Value | $ 7,128 | ||
Series B Convertible Preferred Stock | |||
Temporary Equity [Line Items] | |||
Par Value | $ 0.0001 | ||
Authorized | 8,451,448 | ||
Issued | 8,451,448 | ||
Outstanding | 8,451,448 | ||
Carrying Value | $ 41,854 | ||
Series C Convertible Preferred Stock | |||
Temporary Equity [Line Items] | |||
Par Value | $ 0.0001 | ||
Authorized | 9,228,686 | ||
Issued | 9,228,686 | ||
Outstanding | 9,228,686 | ||
Carrying Value | $ 67,904 | ||
Series D Convertible Preferred Stock | |||
Temporary Equity [Line Items] | |||
Par Value | $ 0.0001 | ||
Authorized | 20,721,430 | ||
Issued | 15,936,919 | ||
Outstanding | 15,936,919 | ||
Carrying Value | $ 186,065 |
Capital Stock - Summary of De_2
Capital Stock - Summary of Details of Legacy Convertible Preferred Stock Authorized Issued And Outstanding (Parenthetical) (Details) | Aug. 18, 2022 |
Series D Convertible Preferred Stock | |
Temporary Equity [Line Items] | |
Percentage to determine carrying value | 150% |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award [Table] | ||||
Stock-based compensation | $ 3,153 | $ 1,748 | $ 7,192 | $ 3,548 |
Expiration period (in years) | 10 years | |||
Vesting period | 4 years | |||
Weighted average grant-date fair value of stock options granted to employees | $ 7.79 | $ 3.39 | ||
Aggregate intrinsic value of stock option awards exercised | $ 445 | $ 327 | ||
Earn-Out Shares to Earn-Out Service Provider | ||||
Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award [Table] | ||||
Stock-based compensation | $ 1,480 | $ 1,480 | ||
2022 Stock Option and Incentive Plan | ||||
Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award [Table] | ||||
Common stock reserved for future issuance | 12,813,781 | 12,813,781 | ||
Unrecognized compensation cost related to unvested stock option grants to employees | $ 14,203 | $ 14,203 | ||
Unrecognized compensation cost, expected to be recognized over a weighted-average period | 2 years 10 months 24 days |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total | $ 3,153 | $ 1,748 | $ 7,192 | $ 3,548 |
Research and Development | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total | 1,312 | 408 | 2,762 | 920 |
Selling, General and Administrative | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total | $ 1,841 | $ 1,340 | $ 4,430 | $ 2,628 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock Option Activity and Related Information (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Equity [Abstract] | ||
Number of Options, Beginning Balance | shares | 8,667,093 | |
Number of Options, Granted | shares | 1,536,102 | |
Number of Options, Cancelled | shares | (631,747) | |
Number of Options, Exercised | shares | (58,745) | |
Number of Options, Ending Balance | shares | 9,512,703 | 8,667,093 |
Number of Options, Exercisable | shares | 6,208,060 | |
Number of Options, Options Vested and Expected to Vest | shares | 9,512,703 | |
Weighted Average Exercise Price Per Share, Beginning Balance | $ / shares | $ 3.38 | |
Weighted Average Exercise Price Per Share, Granted | $ / shares | 10.06 | |
Weighted Average Exercise Price Per Share, Cancelled | $ / shares | 3.94 | |
Weighted Average Exercise Price Per Share, Exercised | $ / shares | 2.49 | |
Weighted Average Exercise Price Per Share, Ending Balance | $ / shares | 4.43 | $ 3.38 |
Weighted Average Exercise Price Per Share, Exercisable | $ / shares | 3.34 | |
Weighted Average Exercise Price Per Share, Options Vested and Expected to Vest | $ / shares | $ 4.43 | |
Weighted Average Remaining Contractual Term (in Years), Balance | 6 years 10 months 13 days | 7 years 3 months 10 days |
Weighted Average Remaining Contractual Term (in Years), Exercisable | 5 years 10 months 9 days | |
Weighted Average Remaining Contractual Term (in Years), Options vested and expected to vest | 6 years 10 months 13 days | |
Aggregate Intrinsic Value, Balance | $ | $ 1,052 | |
Aggregate Intrinsic Value, Exercisable | $ | 1,052 | |
Aggregate Intrinsic Value, Options vested and expected to vest | $ | $ 1,052 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Stock Option Activity Weighted Average Assumptions (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Equity [Abstract] | ||
Fair value of common stock | $ 10.06 | $ 4.40 |
Expected volatility | 96.21% | 98.73% |
Expected term (in years) | 6 years 10 days | 4 years 10 months 17 days |
Risk-free interest rate | 1.73% | 0.81% |
Expected dividend yield | 0% | 0% |
Fair Value of Financial Asset_3
Fair Value of Financial Assets and Liabilities - Fair Value of Assets and Liabilities on a Recurring Basis (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Assets | ||
Short-term investments | $ 66,696,000 | |
Fair Value, Measurements, Recurring | ||
Assets | ||
Total assets | 123,689,000 | |
Long-term liabilities: | ||
Total liabilities | 11,100,000 | $ 0 |
Fair Value, Measurements, Recurring | Earn-Out Liabilities | ||
Long-term liabilities: | ||
Total liabilities | 11,100,000 | |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 1 | ||
Assets | ||
Total assets | 123,689,000 | |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 3 | ||
Long-term liabilities: | ||
Total liabilities | 11,100,000 | |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 3 | Earn-Out Liabilities | ||
Long-term liabilities: | ||
Total liabilities | 11,100,000 | |
Fair Value, Measurements, Recurring | Money Market Funds | ||
Assets | ||
Cash equivalents | 56,993,000 | 61,509,000 |
Fair Value, Measurements, Recurring | Money Market Funds | Fair Value, Inputs, Level 1 | ||
Assets | ||
Cash equivalents | 56,993,000 | $ 61,509,000 |
Fair Value, Measurements, Recurring | US Treasury Securities | ||
Assets | ||
Short-term investments | 66,696,000 | |
Fair Value, Measurements, Recurring | US Treasury Securities | Fair Value, Inputs, Level 1 | ||
Assets | ||
Short-term investments | $ 66,696,000 |
Fair Value of Financial Asset_4
Fair Value of Financial Assets and Liabilities - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Aug. 19, 2022 | |
Business Acquisition [Line Items] | |||||
Fair value, transfers of financial instruments between levels | $ 0 | $ 0 | |||
Unrealized gains on short-term Investments in other comprehensive loss | $ 14,000 | $ 7,000 | |||
Earn-out shares, share price | $ 2.26 | $ 2.26 | $ 14.07 | ||
Earn-out shares, expected term | 5 years | 5 years | |||
Earn-out shares, expected volatility rate | 97.50% | 97.50% | 100% | ||
Earn-out shares, expected dividend yield | 0% | 0% | |||
Triggering Event I | |||||
Business Acquisition [Line Items] | |||||
Earn-out shares, share price | $ 15 | $ 15 | |||
Triggering Event II | |||||
Business Acquisition [Line Items] | |||||
Earn-out shares, share price | 20 | 20 | |||
Triggering Event III | |||||
Business Acquisition [Line Items] | |||||
Earn-out shares, share price | $ 30 | $ 30 | |||
Fair Value, Measurements, Recurring | |||||
Business Acquisition [Line Items] | |||||
Liabilities, fair value | $ 11,100,000 | $ 11,100,000 | $ 0 | ||
Short-Term Investments | |||||
Business Acquisition [Line Items] | |||||
Unrealized gains on short-term Investments in other comprehensive loss | $ 7,000 | ||||
Short-Term Investments | US Treasury Securities | Maximum | |||||
Business Acquisition [Line Items] | |||||
Original maturities term of investments from date of purchase | 1 year | 1 year | |||
Short-Term Investments | US Treasury Securities | MinimumMember | |||||
Business Acquisition [Line Items] | |||||
Original maturities term of investments from date of purchase | 3 months | 3 months | |||
Cash And Cash Equivalents | Money Market Funds | Maximum | |||||
Business Acquisition [Line Items] | |||||
Original maturities term of investments from date of purchase | 90 days | 90 days |
Net Income (Loss) Per Share - S
Net Income (Loss) Per Share - Summary of Computation of Basic and Diluted Net Income (Loss) Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: | ||||
Net income (loss) per share attributable to common stockholders - basic | $ 50,839 | $ (22,296) | $ (2,224) | $ (102,888) |
Dividends on Series D convertible preferred stock | 1,598 | |||
Redemption value of Series D convertible preferred stock | 799 | 1,386 | 3,692 | 57,263 |
Net income (loss) attributable to common stockholders - diluted | $ 53,236 | $ (22,296) | $ (2,224) | $ (102,888) |
Denominator: | ||||
Weighted average common shares outstanding, Basic | 36,920,116 | 1,337,797 | 13,690,186 | 1,334,562 |
Weighted average effect of potentially dilutive securities: | ||||
Effect of potentially dilutive convertible preferred stock | 28,695,420 | |||
Effect of potentially dilutive stock options | 4,092,721 | |||
Effect of potentially dilutive warrants | 122,713 | |||
Total potentially dilutive securities | 32,910,854 | |||
Weighted average common shares outstanding, Diluted | 69,830,970 | 1,337,797 | 13,690,186 | 1,334,562 |
Net income (loss) per share attributable to common stockholders - basic | $ 1.38 | $ (16.67) | $ (0.16) | $ (77.09) |
Net income (loss) per share attributable to common stockholders - diluted | $ 0.76 | $ (16.67) | $ (0.16) | $ (77.09) |
Net Income (Loss) Per Share -_2
Net Income (Loss) Per Share - Summary of Computation of Diluted Net Income (Loss) Per Share Attributable to Common Stockholders Including Anti-dilutive Effect (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share amount | 9,065,656 | 51,340,598 | 17,292,091 | 51,340,598 |
Series A-1 Convertible Preferred Stock (as Converted to Common Stock) | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share amount | 4,000,000 | 4,000,000 | ||
Series A-2 Convertible Preferred Stock (as Converted to Common Stock) | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share amount | 4,427,072 | 4,427,072 | ||
Series B Convertible Preferred Stock (as Converted to Common Stock) | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share amount | 7,341,485 | 7,341,485 | ||
Series C Convertible Preferred Stock (as Converted to Common Stock) | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share amount | 8,016,645 | 8,016,645 | ||
Series D Convertible Preferred Stock (as Converted to Common Stock) | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share amount | 19,580,262 | 19,580,262 | ||
Warrants to Purchase Common Stock | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share amount | 226,196 | 242,924 | 226,196 | |
Stock Options to Purchase Common Stock | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share amount | 1,529,195 | 7,748,938 | 9,512,706 | 7,748,938 |
Earn-out shares | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share amount | 7,536,461 | 7,536,461 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - shares | 9 Months Ended | |
Nov. 14, 2022 | Sep. 30, 2022 | |
Subsequent Event [Line Items] | ||
Awards granted | 1,536,102 | |
Stock Options | 2022 Stock Option and Incentive Plan | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Awards granted | 2,844,059 | |
Restricted Stock Units (RSUs) | 2022 Stock Option and Incentive Plan | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Restricted awards granted | 858,559 | |
Restricted Stock Units (RSUs) | Senior Executives | 2022 Stock Option and Incentive Plan | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Restricted awards granted | 4,554,408 |