Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 05, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
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 | 78,156,468 | |
Entity Shell Company | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity File Number | 001-40558 | |
Entity Tax Identification Number | 92-3654772 | |
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, $0.0001 par value per share | |
Trading Symbol | AKLI | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 87,869 | $ 54,097 |
Restricted cash | 305 | 305 |
Short-term investments | 29,571 | 82,034 |
Accounts receivable | 49 | 41 |
Prepaid expenses and other current assets | 3,531 | 4,565 |
Total current assets | 121,325 | 141,042 |
Property and equipment, net | 844 | 919 |
Operating lease right-of-use asset | 2,427 | 2,596 |
Prepaid expenses and other long-term assets | 1 | |
Total assets | 124,597 | 144,557 |
Current liabilities: | ||
Accounts payable | 1,413 | 2,681 |
Accrued expenses and other current liabilities | 2,828 | 5,616 |
Deferred revenue | 120 | 106 |
Operating lease liability | 809 | 826 |
Note payable, short term | 6,250 | 4,375 |
Total current liabilities | 11,420 | 13,604 |
Note payable, long term | 8,706 | 10,442 |
Operating lease liability, net of current portion | 2,307 | 2,485 |
Corporate bond, net of bond discount | 1,888 | 1,834 |
Earn-out liabilities | 7,836 | 5,513 |
Total liabilities | 32,157 | 33,878 |
Commitments and contingencies | ||
Stockholders' equity | ||
Common stock, $0.0001 par value: 1,000,000,000 shares authorized; 78,117,798 and 78,022,924 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively | 8 | 8 |
Additional paid-in capital | 353,429 | 350,980 |
Accumulated deficit | (260,999) | (240,288) |
Accumulated other comprehensive income (loss) | 2 | (21) |
Total stockholders' equity | 92,440 | 110,679 |
Total liabilities and stockholders' equity | $ 124,597 | $ 144,557 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Statement Of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 78,117,798 | 78,022,924 |
Common stock, shares outstanding | 78,117,798 | 78,022,924 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Revenues | $ 113 | $ 66 |
Cost of revenues | 137 | 96 |
Gross loss | (24) | (30) |
Operating expenses: | ||
Research and development | 6,084 | 6,304 |
Selling, general and administrative | 13,011 | 15,391 |
Total operating expenses | 19,095 | 21,695 |
Operating loss | (19,119) | (21,725) |
Other income (expense): | ||
Other income | 1,043 | 9 |
Interest expense | (622) | (176) |
Change in estimated fair value of earn-out liabilities | (2,013) | |
Total other income (expense) | (1,592) | (167) |
Loss before income taxes | (20,711) | (21,892) |
Income tax expense | 0 | 0 |
Net loss | (20,711) | (21,892) |
Unrealized gain (loss) on short-term investments | 23 | (6) |
Comprehensive loss | (20,688) | (21,898) |
Net loss | (20,711) | (21,892) |
Dividends on Series D convertible preferred stock | (2,877) | |
Redemption value of Series D convertible preferred stock | (1,438) | |
Net loss attributable to common stockholders - basic | $ (20,711) | $ (26,207) |
Net loss per share attributable to common stockholders - basic | $ (0.27) | $ (15.60) |
Net loss per share attributable to common stockholders - diluted | $ (0.27) | $ (15.60) |
Weighted average common shares outstanding, Basic | 78,079,013 | 1,680,164 |
Weighted average common shares outstanding, Diluted | 78,079,013 | 1,680,164 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit (unaudited) - USD ($) $ in Thousands | Total | Redeemable Convertible Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
Beginning Balance at Dec. 31, 2021 | $ (226,114) | $ (226,114) | ||||
Temporary Equity, Beginning Balance, Shares at Dec. 31, 2021 | 43,318,218 | |||||
Temporary Equity, Beginning Balance at Dec. 31, 2021 | $ 291,876 | |||||
Beginning Balance, Shares at Dec. 31, 2021 | 1,674,106 | |||||
Stock-based compensation expense | 2,070 | $ 2,070 | ||||
Exercise of stock options | 64 | 64 | ||||
Exercise of stock options, Shares | 17,268 | |||||
Stock dividend accrued for Series D preferred stock | (2,877) | (2,134) | (743) | |||
Stock dividend accrued for Series D preferred stock, Temporary Equity | 2,877 | |||||
Redemption value of Series D preferred stock | (1,438) | (1,438) | ||||
Redemption value of Series D preferred stock, Temporary Equity | $ 1,438 | |||||
Other comprehensive gain (loss) | (6) | $ (6) | ||||
Net loss | (21,892) | (21,892) | ||||
Ending Balance at Mar. 31, 2022 | (250,193) | (250,187) | (6) | |||
Temporary Equity, Ending Balance, Shares at Mar. 31, 2022 | 43,318,218 | |||||
Temporary Equity, Ending Balance at Mar. 31, 2022 | $ 296,191 | |||||
Ending Balance, Shares at Mar. 31, 2022 | 1,691,374 | |||||
Beginning Balance at Dec. 31, 2022 | 110,679 | $ 8 | 350,980 | (240,288) | (21) | |
Beginning Balance, Shares at Dec. 31, 2022 | 78,022,924 | |||||
Vesting of RSUs | 78,161 | |||||
Stock-based compensation expense | $ 2,449 | 2,449 | ||||
Exercise of stock options, Shares | 17,267 | 16,713 | ||||
Other comprehensive gain (loss) | $ 23 | 23 | ||||
Net loss | (20,711) | (20,711) | ||||
Ending Balance at Mar. 31, 2023 | $ 92,440 | $ 8 | $ 353,429 | $ (260,999) | $ 2 | |
Ending Balance, Shares at Mar. 31, 2023 | 78,117,798 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (20,711) | $ (21,892) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 77 | 77 |
Reduction in the carrying amount of right-of-use assets | 169 | 118 |
Stock-based compensation expense | 2,759 | 2,070 |
Amortization of premium on short-term investments | (432) | (5) |
Non Cash Interest Expense | 194 | 88 |
Change in fair value of earn-out liabilities | 2,013 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (8) | (4) |
Prepaid expenses and other current assets | 1,079 | (1,754) |
Prepaid expenses and other long-term assets | (1) | 6 |
Accounts payable | (1,268) | 896 |
Accrued expenses and other current liabilities | (2,788) | (1,708) |
Deferred rent and other long term liabilities | (7) | |
Operating lease liabilities | (195) | (137) |
Deferred revenue | 14 | 27 |
Net cash used in operating activities | (19,098) | (22,225) |
Cash flows from investing activities: | ||
Acquisition of property and equipment | (3) | (10) |
Purchases of short-term investments | (22,082) | (14,974) |
Proceeds from maturities of short-term investments | 75,000 | |
Net cash provided by (used in) investing activities | 52,915 | (14,984) |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options | 64 | |
Taxes paid related to net share settlement of share-based awards | (45) | |
Net cash provided by (used in) financing activities | (45) | 64 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 33,772 | (37,145) |
Cash, cash equivalents, and restricted cash at beginning of period | 54,402 | 77,204 |
Cash, cash equivalents, and restricted cash at end of period | 88,174 | 40,059 |
Supplementary Information: | ||
Cash paid for interest | $ 422 | 88 |
Noncash investing and financing activities: | ||
Redemption value of Series D preferred stock | 1,438 | |
Dividends accrued for Series D preferred stock | $ 2,877 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2023 | |
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 a leading digital medicine company, pioneering the development of cognitive treatments through game-changing technologies. Akili’s approach of developing and commercializing technologies designed to directly target the physiology of the brain has established a new category of medicine—medicine that is validated through clinical trials like a drug or medical device, but experienced like entertainment. In June 2020, EndeavorRx, the first product built on Akili’s platform was granted marketing authorization and classified as a Class II medical device by the FDA through FDA’s de novo process. EndeavorRx is indicated for use to improve attention function for children ages 8-12 with primarily inattentive or combined-type ADHD, who have a demonstrated attention issue. Akili has a pipeline that will be reprioritized in connection with capital raising and business development activities as the Company focuses its efforts primarily on commercialization of EndeavorRx in ADHD and seeking an expanded label in patients 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. 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. The Company requires a significant amount of capital to fund its current operating requirements as it pursues its strategic growth goals. The Company is making investments in its commercialization efforts, such as sales and marketing initiatives, to drive awareness, adoption and coverage for EndeavorRx. 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 three months ended March 31, 2023 and had an accumulated deficit of $ 260,999 at March 31, 2023. The Company believes that its cash and cash equivalents and short-term investments at March 31, 2023 of $ 117,440 , 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. 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 Annual Report on Form 10-K for the year ended December 31, 2022 (the “Annual Report”). 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 three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any other interim period or future year. The condensed consolidated balance sheet as of December 31, 2022 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 | 3 Months Ended |
Mar. 31, 2023 | |
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, 2022, included in the Annual Report. There have been no material changes to the significant accounting policies during the three months ended March 31, 2023. 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 Consolidated Statements of Operations and Comprehensive 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. Revenue: Product revenue was $ 113 and $ 66 for the three months ended March 31, 2023 and 2022, respectively. There was no collaboration revenue in either period. As of March 31, 2023, 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 $ 49 of product revenue in the three months ended March 31, 2023 that was previously included in the December 31, 2022 deferred revenue balance. Contract Liabilities Product Balance at December 31, 2022 $ 106 Revenue recognized ( 113 ) Revenue deferred 127 Balance at March 31, 2023 $ 120 Concentration of credit risk: On March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation, and the Federal Deposit Insurance Corporation (“FDIC”) was appointed as receiver. On March 13, 2023, pursuant to a joint statement released by the U.S. Department of Treasury, the U.S. Federal Reserve, and the FDIC, the U.S. government provided assurance that all depositors would be fully protected. Thereafter, the FDIC transferred all deposits of SVB to a newly created bridge bank, named Silicon Valley Bridge Bank, N.A. (“SVBB”), which announced that it would fully honor existing credit facilities. On March 27, 2023, First Citizens BancShares, Inc. entered into an agreement with the FDIC to purchase all assets and liabilities of SVBB and confirmed it would honor existing credit facilities. The Amended and Restated Loan and Security Agreement with SVB required an exclusive relationship for our operating cash account, however in light of the events and status of SVB, we entered into an agreement in April 2023 which allows the Company to establish operating accounts and move an additional portion of our cash resources to other financial institutions. Recently adopted 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 adopted this guidance for the three months ending March 31, 2023, however there was no impact to the financial statements. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2023 | |
Payables And Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 3. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: March 31, December 31, Accrued bonus $ 736 $ 2,819 Accrued royalties 113 110 Accrued wages and benefits 899 1,281 Accrued clinical study expenses 269 292 Accrued consulting service expenses 216 401 Other accrued expenses 595 713 Total $ 2,828 $ 5,616 |
Corporate Bond
Corporate Bond | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Corporate Bond | 4. 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 $ 54 and $ 48 related to the discount on the Corporate Bond as a component of interest expense in the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2023 and 2022, respectively. The carrying amount of the corporate bond is as follows: March 31, December 31, Corporate Bond $ 5,000 $ 5,000 Unamortized discount on Corporate Bond ( 3,112 ) ( 3,166 ) Corporate Bond, net of discount $ 1,888 $ 1,834 |
Note Payable
Note Payable | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Note Payable | . Note Payable Amended and Restated Loan and Security Agreement As described in Note 2, First Citizens BancShares, Inc. entered into an agreement to purchase all assets and liabilities of SVBB and will fully honor the existing Amended and Restated Loan and Security Agreement. At March 31, 2023 , the Company had outstanding principal of $ 15,000 and there is no remaining available undrawn debt. The Company recognized non-cash interest expense related to debt issuance costs of $ 139 and $ 40 for the three months ended March 31, 2023 and 2022 , respectively. The Company recognized selling, general and administrative expense related to loan commitment fees of $ 42 and $ 57 for the three months ended March 31, 2023 and 2022, respectively. The interest rate in effect was 11.8 % and 7.25 % as of March 31, 2023 and March 31, 2022 , respectively. At March 31, 2023 , the carrying amount of the note payable (excluding the current portion of $ 6,250 ) is as follows: Outstanding principal $ 15,000 Note payable, short term ( 6,250 ) Final payment 750 Unamortized debt issuance costs ( 794 ) Note payable, long term (net of debt issuance costs) $ 8,706 Future minimum principal payments due under the Amended and Restated Loan and Security Agreement, excluding the final payment of $ 750 due at maturity, prepayment or termination, are as follows: Years Ending December 31, Remainder of 2023 4,375 2024 7,500 2025 3,125 Total $ 15,000 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Stock-Based Compensation | 6. Stock-Based Compensation 2022 Stock Option and Incentive Plan: Share-based compensation expense related to stock options, RSUs, PSUs, and the expense related to Earn-Out Service Providers, is classified in the condensed consolidated statements of operations and comprehensive loss as follows: Three Months Ended 2023 2022 Research and development $ 879 $ 609 Selling, general and administrative 1,880 1,461 Total $ 2,759 $ 2,070 Included in the three months ended March 31, 2023 balances in the table above is $ 310 of stock-based compensation related to the potential issuance of the Earn-Out Shares to Earn-Out Service Providers. Stock Options: The following is a summary of stock option activity for the three months ended March 31, 2023 : Number of Weighted- Weighted- Aggregate Balance at December 31, 2022 12,190,970 $ 3.98 7.36 Granted 1,783,600 $ 1.56 Cancelled ( 1,183,454 ) $ 3.96 Exercised ( 17,267 ) $ 0.05 Balance at March 31, 2023 12,773,849 $ 3.63 7.48 $ 598 Exercisable March 31, 2023 6,707,365 $ 3.67 5.77 $ 526 Options vested and expected to vest, March 31, 2023 12,773,849 $ 3.63 7.48 $ 598 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 three months ended March 31, 2023 and 2022: Three Months Ended 2023 2022 Fair value of Common Stock $ 1.56 $ 10.06 Expected volatility 99.24 % 96.21 % Expected term (in years) 6.13 6.03 Risk-free interest rate 3.87 % 1.73 % Expected dividend yield 0.00 % 0.00 % The weighted average grant-date fair value of stock options granted to employees during the three months ended March 31, 2023 and 2022 was $ 1.26 and $ 8.97 per share, respectively. During the three months ended March 31, 2023 and 2022, the aggregate intrinsic value of stock option awards exercised was $ 26 and $ 110 , 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 March 31, 2023 there was $ 15,609 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 2.8 years. Restricted Stock Units: The following table summarizes RSU activity for the three months ended March 31, 2023: Number of Weighted- Balance at December 31, 2022 801,401 $ 2.30 Granted 1,005,725 $ 1.56 Vested ( 78,161 ) $ 2.30 Forfeited ( 83,017 ) $ 2.30 Balance at March 31, 2023 1,645,948 $ 2.07 As of March 31, 2023 there was $ 2,864 of unrecognized compensation cost related to unvested RSUs under the 2022 Plan, which is expected to be recognized over a weighted-average period of 3.7 years. Performance Stock Units: The following table summarizes PSU activity for the three months ended March 31, 2023: Number of Weighted- Balance at December 31, 2022 4,554,408 $ 1.50 Granted — n/a Vested — n/a Forfeited — n/a Balance at March 31, 2023 4,554,408 $ 1.50 As of March 31, 2023, there was $ 5,787 of unrecognized compensation cost related to unvested PSUs, which is expected to be recognized over a weighted average period of approximately 2.3 years. |
Fair Value of Financial Assets
Fair Value of Financial Assets and Liabilities | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets and Liabilities | 7. 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 March 31, 2023 Description Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 69,222 $ - $ - $ 69,222 Short-term investments: United States treasuries 29,571 - - 29,571 Total assets $ 98,793 $ - $ - $ 98,793 Long-term liabilities: Earn-out liabilities - - 7,836 7,836 Total liabilities $ - $ - $ 7,836 $ 7,836 Fair Value Measurements as of December 31, 2022 Description Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 32,829 $ - $ - $ 32,829 Short-term investments: United States treasuries 82,034 - - 82,034 Total assets $ 114,863 $ - $ - $ 114,863 Long-term liabilities: Earn-out liabilities - - 5,513 5,513 Total liabilities $ - $ - $ 5,513 $ 5,513 The Company evaluates transfers between levels at the end of each reporting period. There were no transfers of financial instruments between levels during the three months ended March 31, 2023 . The Company recorded unrealized gains on short-term investments of $ 23 in other comprehensive gain for the three months ended March 31, 2023. As of March 31, 2023 and December 31, 2022 , 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 March 31, 2023 and December 31, 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 . 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. The estimated fair value of the Earn-out liabilities is determined at each reporting period using a Monte Carlo Simulation Method (“MCSM”). Earn-Out Shareholders Earn-Out Service Providers Total Fair value as of December 31, 2022 $ 4,778 $ 735 $ 5,513 Change in fair value 2,013 310 2,323 Fair value as of March 31, 2023 $ 6,791 $ 1,045 $ 7,836 The following assumptions were used at March 31, 2023: 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 March 31, 2023 was $ 1.60 . Expected term : the expected term is the five-year term of the earn-out period. Expected volatility : the volatility rate as of March 31, 2023 was 110.0 %. 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. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 8. Net Loss Per Share The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company: Three Months Ended 2023 2022 Numerator: Net loss $ ( 20,711 ) $ ( 21,892 ) Dividends on Series D convertible preferred stock - ( 2,877 ) Redemption value of Series D convertible preferred stock - ( 1,438 ) Net loss attributable to common stockholders - basic and diluted $ ( 20,711 ) $ ( 26,207 ) Denominator: Weighted average common stock outstanding 78,079,013 1,680,164 Net loss per share attributable to common stockholders - basic and diluted $ ( 0.27 ) $ ( 15.60 ) For periods in which the Company reports a net loss attributable to common stockholders, potentially dilutive securities have been excluded from the computation of diluted net loss per share as their effects would be anti-dilutive. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following potential common shares, presented based on amounts outstanding at period end, from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect: Three Months Ended 2023 2022 Series A-1 convertible preferred stock (as converted to Common Stock) - 4,000,000 Series A-2 convertible preferred stock (as converted to Common Stock) - 4,427,072 Series B convertible preferred stock (as converted to Common Stock) - 7,341,485 Series C convertible preferred stock (as converted to Common Stock) - 8,016,645 Series D convertible preferred stock (as converted to Common Stock) - 21,277,800 Warrants to purchase Common Stock 133,578 226,196 Stock options to purchase Common Stock 12,773,849 8,512,300 Earn-out Shares 7,536,461 - Unvested RSUs 1,645,948 - Unvested PSUs 4,554,408 - Total 26,644,244 53,801,498 |
Restructuring Charges
Restructuring Charges | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring Charges [Abstract] | |
Restructuring Charges | 9. Restructuring Charges On January 12, 2023 , the Company announced a restructuring of its operations and a reduction in workforce. As a result of the restructuring, the Company incurred a restructuring charge of $ 2,329 associated primarily with severance and other termination-related benefits related to 48 full-time employees, representing approximately 31 % of the employee base at the time of the restructuring. All costs associated with the restructuring were recorded within operating expenses in the same functional category as the employees' operating expenses in the quarter ended March 31, 2023 . The restructuring reduced costs related to certain of our pipeline programs in order to prioritize certain of our commercial efforts and our ADHD label expansion programs. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
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 Annual Report on Form 10-K for the year ended December 31, 2022 (the “Annual Report”). 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 three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any other interim period or future year. The condensed consolidated balance sheet as of December 31, 2022 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. |
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 Consolidated Statements of Operations and Comprehensive 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. |
Revenue | Revenue: Product revenue was $ 113 and $ 66 for the three months ended March 31, 2023 and 2022, respectively. There was no collaboration revenue in either period. As of March 31, 2023, 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 $ 49 of product revenue in the three months ended March 31, 2023 that was previously included in the December 31, 2022 deferred revenue balance. Contract Liabilities Product Balance at December 31, 2022 $ 106 Revenue recognized ( 113 ) Revenue deferred 127 Balance at March 31, 2023 $ 120 |
Concentration of credit risk | Concentration of credit risk: On March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation, and the Federal Deposit Insurance Corporation (“FDIC”) was appointed as receiver. On March 13, 2023, pursuant to a joint statement released by the U.S. Department of Treasury, the U.S. Federal Reserve, and the FDIC, the U.S. government provided assurance that all depositors would be fully protected. Thereafter, the FDIC transferred all deposits of SVB to a newly created bridge bank, named Silicon Valley Bridge Bank, N.A. (“SVBB”), which announced that it would fully honor existing credit facilities. On March 27, 2023, First Citizens BancShares, Inc. entered into an agreement with the FDIC to purchase all assets and liabilities of SVBB and confirmed it would honor existing credit facilities. The Amended and Restated Loan and Security Agreement with SVB required an exclusive relationship for our operating cash account, however in light of the events and status of SVB, we entered into an agreement in April 2023 which allows the Company to establish operating accounts and move an additional portion of our cash resources to other financial institutions. |
Recently Adopted and Issued Accounting Pronouncements | Recently adopted 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 adopted this guidance for the three months ending March 31, 2023, however there was no impact to the financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Contract Liabilities | Contract Liabilities Product Balance at December 31, 2022 $ 106 Revenue recognized ( 113 ) Revenue deferred 127 Balance at March 31, 2023 $ 120 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following: March 31, December 31, Accrued bonus $ 736 $ 2,819 Accrued royalties 113 110 Accrued wages and benefits 899 1,281 Accrued clinical study expenses 269 292 Accrued consulting service expenses 216 401 Other accrued expenses 595 713 Total $ 2,828 $ 5,616 |
Corporate Bond (Tables)
Corporate Bond (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Carrying Amount of Corporate Bond | The carrying amount of the corporate bond is as follows: March 31, December 31, Corporate Bond $ 5,000 $ 5,000 Unamortized discount on Corporate Bond ( 3,112 ) ( 3,166 ) Corporate Bond, net of discount $ 1,888 $ 1,834 |
Note Payable (Table)
Note Payable (Table) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Carrying Amount of Note Payable | At March 31, 2023 , the carrying amount of the note payable (excluding the current portion of $ 6,250 ) is as follows: Outstanding principal $ 15,000 Note payable, short term ( 6,250 ) Final payment 750 Unamortized debt issuance costs ( 794 ) Note payable, long term (net of debt issuance costs) $ 8,706 |
Future Minimum Principal Payments Due | Future minimum principal payments due under the Amended and Restated Loan and Security Agreement, excluding the final payment of $ 750 due at maturity, prepayment or termination, are as follows: Years Ending December 31, Remainder of 2023 4,375 2024 7,500 2025 3,125 Total $ 15,000 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Summary of Stock-Based Compensation Expense | RSUs, PSUs, and the expense related to Earn-Out Service Providers, is classified in the condensed consolidated statements of operations and comprehensive loss as follows: Three Months Ended 2023 2022 Research and development $ 879 $ 609 Selling, general and administrative 1,880 1,461 Total $ 2,759 $ 2,070 |
Summary of Stock Option Activity and Related Information | : Number of Weighted- Weighted- Aggregate Balance at December 31, 2022 12,190,970 $ 3.98 7.36 Granted 1,783,600 $ 1.56 Cancelled ( 1,183,454 ) $ 3.96 Exercised ( 17,267 ) $ 0.05 Balance at March 31, 2023 12,773,849 $ 3.63 7.48 $ 598 Exercisable March 31, 2023 6,707,365 $ 3.67 5.77 $ 526 Options vested and expected to vest, March 31, 2023 12,773,849 $ 3.63 7.48 $ 598 |
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 three months ended March 31, 2023 and 2022: Three Months Ended 2023 2022 Fair value of Common Stock $ 1.56 $ 10.06 Expected volatility 99.24 % 96.21 % Expected term (in years) 6.13 6.03 Risk-free interest rate 3.87 % 1.73 % Expected dividend yield 0.00 % 0.00 % |
Summary of RSUs Activity | The following table summarizes RSU activity for the three months ended March 31, 2023: Number of Weighted- Balance at December 31, 2022 801,401 $ 2.30 Granted 1,005,725 $ 1.56 Vested ( 78,161 ) $ 2.30 Forfeited ( 83,017 ) $ 2.30 Balance at March 31, 2023 1,645,948 $ 2.07 |
Summary of PSUs activity | The following table summarizes PSU activity for the three months ended March 31, 2023: Number of Weighted- Balance at December 31, 2022 4,554,408 $ 1.50 Granted — n/a Vested — n/a Forfeited — n/a Balance at March 31, 2023 4,554,408 $ 1.50 |
Fair Value of Financial Asset_2
Fair Value of Financial Assets and Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 Description Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 69,222 $ - $ - $ 69,222 Short-term investments: United States treasuries 29,571 - - 29,571 Total assets $ 98,793 $ - $ - $ 98,793 Long-term liabilities: Earn-out liabilities - - 7,836 7,836 Total liabilities $ - $ - $ 7,836 $ 7,836 Fair Value Measurements as of December 31, 2022 Description Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 32,829 $ - $ - $ 32,829 Short-term investments: United States treasuries 82,034 - - 82,034 Total assets $ 114,863 $ - $ - $ 114,863 Long-term liabilities: Earn-out liabilities - - 5,513 5,513 Total liabilities $ - $ - $ 5,513 $ 5,513 |
Schedule of Change in Fair Value Recorded as Stock Compensation | The estimated fair value of the Earn-out liabilities is determined at each reporting period using a Monte Carlo Simulation Method (“MCSM”). Earn-Out Shareholders Earn-Out Service Providers Total Fair value as of December 31, 2022 $ 4,778 $ 735 $ 5,513 Change in fair value 2,013 310 2,323 Fair value as of March 31, 2023 $ 6,791 $ 1,045 $ 7,836 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Summary of Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders | The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company: Three Months Ended 2023 2022 Numerator: Net loss $ ( 20,711 ) $ ( 21,892 ) Dividends on Series D convertible preferred stock - ( 2,877 ) Redemption value of Series D convertible preferred stock - ( 1,438 ) Net loss attributable to common stockholders - basic and diluted $ ( 20,711 ) $ ( 26,207 ) Denominator: Weighted average common stock outstanding 78,079,013 1,680,164 Net loss per share attributable to common stockholders - basic and diluted $ ( 0.27 ) $ ( 15.60 ) |
Summary of Computation of Diluted Net Loss Per Share Attributable to Common Stockholders Including Anti-dilutive Effect | The Company excluded the following potential common shares, presented based on amounts outstanding at period end, from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect: Three Months Ended 2023 2022 Series A-1 convertible preferred stock (as converted to Common Stock) - 4,000,000 Series A-2 convertible preferred stock (as converted to Common Stock) - 4,427,072 Series B convertible preferred stock (as converted to Common Stock) - 7,341,485 Series C convertible preferred stock (as converted to Common Stock) - 8,016,645 Series D convertible preferred stock (as converted to Common Stock) - 21,277,800 Warrants to purchase Common Stock 133,578 226,196 Stock options to purchase Common Stock 12,773,849 8,512,300 Earn-out Shares 7,536,461 - Unvested RSUs 1,645,948 - Unvested PSUs 4,554,408 - Total 26,644,244 53,801,498 |
Nature of the Business and Ba_2
Nature of the Business and Basis of Presentation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2022 | Aug. 19, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Lite Items] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Cash and cash equivalents and short term investments | $ 117,440 | ||
Accumulated deficit | $ (260,999) | $ (240,288) | |
SCS | |||
Organization, Consolidation and Presentation of Financial Statements [Lite Items] | |||
Business combination, issuance of common shares | 16,200,000 | ||
Common stock, par value | $ 0.0001 | ||
Business acquisition share price | $ 10 | ||
Business combination amount | $ 162,000 | ||
Business combination merger included funds in trust account | $ 164,283 | ||
Business combination, transaction costs | $ 31,438 | ||
Business combination exchange ratio | 115% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Summary Of Significant Accounting Policies [Line Items] | ||
Deferred revenue, revenue recognized | $ (113,000) | |
Revenues | 113,000 | $ 66,000 |
Product Revenue | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Deferred revenue, revenue recognized | 49,000 | |
Revenues | 113,000 | 66,000 |
Collaboration Revenue | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Revenues | $ 0 | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Contract Liabilities (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Accounting Policies [Abstract] | |
Beginning balance | $ 106 |
Revenue recognized | (113) |
Revenue deferred | 127 |
Ending balance | $ 120 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Payables And Accruals [Abstract] | ||
Accrued bonus | $ 736 | $ 2,819 |
Accrued royalties | 113 | 110 |
Accrued wages and benefits | 899 | 1,281 |
Accrued clinical study expenses | 269 | 292 |
Accrued consulting service expenses | 216 | 401 |
Other accrued expenses | 595 | 713 |
Total | $ 2,828 | $ 5,616 |
Corporate Bond - Additional Inf
Corporate Bond - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Mar. 31, 2019 | |
Debt Instrument [Line Items] | ||||
Corporate bond | $ 5,000 | $ 5,000 | ||
Corporate Bond Securities | ||||
Debt Instrument [Line Items] | ||||
Amortization expense | $ 54 | $ 48 | ||
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 | Mar. 31, 2023 | Dec. 31, 2022 |
Subordinated Borrowings [Abstract] | ||
Corporate bond | $ 5,000 | $ 5,000 |
Unamortized discount on corporate bond | (3,112) | (3,166) |
Corporate bond, net of discount | $ 1,888 | $ 1,834 |
Note Payable - Additional Infor
Note Payable - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||
Interest expense, debt | $ 622 | $ 176 | |
Interest rate | 11.80% | 7.25% | |
Selling, general and administrative expense | $ 13,011 | $ 15,391 | |
Note payable, short term | 6,250 | $ 4,375 | |
Final payment | 750 | ||
Loan and Security Agreement | |||
Debt Instrument [Line Items] | |||
Outstanding principal amount | 15,000 | ||
Interest expense, debt | 139 | 40 | |
Selling, general and administrative expense | $ 42 | $ 57 |
Note Payable - Schedule of Carr
Note Payable - Schedule of Carrying Amount of Note Payable (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Note payable, short term | $ (6,250) | $ (4,375) |
Final payment | 750 | |
Note payable, long term (net of debt issuance costs) | 8,706 | $ 10,442 |
Note Payable | ||
Debt Instrument [Line Items] | ||
Outstanding principal | 15,000 | |
Note payable, short term | (6,250) | |
Final payment | 750 | |
Unamortized debt issuance costs | (794) | |
Note payable, long term (net of debt issuance costs) | $ 8,706 |
Note Payable - Future Minimum P
Note Payable - Future Minimum Principal Payments Due (Details) - Loan and Security Agreement $ in Thousands | Mar. 31, 2023 USD ($) |
Debt Instrument [Line Items] | |
Remainder of 2023 | $ 4,375 |
2024 | 7,500 |
2025 | 3,125 |
Outstanding principal | $ 15,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award [Table] | ||
Stock-based compensation | $ 2,759,000 | $ 2,070,000 |
Weighted average grant-date fair value of stock options granted to employees | $ 1.26 | $ 8.97 |
Aggregate intrinsic value of stock option awards exercised | $ 26,000 | $ 110,000 |
Restricted Stock Units (RSUs) | ||
Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award [Table] | ||
Unrecognized compensation cost related to unvested stock option grants to employees | $ 2,864,000 | |
Unrecognized compensation cost, expected to be recognized over a weighted-average period | 3 years 8 months 12 days | |
Performance Stock Units (PSUs) | ||
Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award [Table] | ||
Unrecognized compensation cost related to unvested stock option grants to employees | $ 5,787 | |
Unrecognized compensation cost, expected to be recognized over a weighted-average period | 2 years 3 months 18 days | |
Earn-Out Shares to Earn-Out Service Provider | ||
Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award [Table] | ||
Stock-based compensation | $ 310,000 | |
2022 Stock Option and Incentive Plan | ||
Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award [Table] | ||
Unrecognized compensation cost related to unvested stock option grants to employees | $ 15,609,000 | |
Unrecognized compensation cost, expected to be recognized over a weighted-average period | 2 years 9 months 18 days |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total | $ 2,759 | $ 2,070 |
Research and Development | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total | 879 | 609 |
Selling, General and Administrative | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total | $ 1,880 | $ 1,461 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock Option Activity and Related Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Number of Options, Beginning Balance | 12,190,970 | |
Number of Options, Granted | 1,783,600 | |
Number of Options, Cancelled | (1,183,454) | |
Number of Options, Exercised | (17,267) | |
Number of Options, Ending Balance | 12,773,849 | 12,190,970 |
Number of Options, Exercisable | 6,707,365 | |
Number of Options, Options Vested and Expected to Vest | 12,773,849 | |
Weighted Average Exercise Price Per Share, Beginning Balance | $ 3.98 | |
Weighted Average Exercise Price Per Share, Granted | 1.56 | |
Weighted Average Exercise Price Per Share, Cancelled | 3.96 | |
Weighted Average Exercise Price Per Share, Exercised | 0.05 | |
Weighted Average Exercise Price Per Share, Ending Balance | 3.63 | $ 3.98 |
Weighted Average Exercise Price Per Share, Exercisable | 3.67 | |
Weighted Average Exercise Price Per Share, Options Vested and Expected to Vest | $ 3.63 | |
Weighted Average Remaining Contractual Term (in Years), Balance | 7 years 5 months 23 days | 7 years 4 months 9 days |
Weighted Average Remaining Contractual Term (in Years), Exercisable | 5 years 9 months 7 days | |
Weighted Average Remaining Contractual Term (in Years), Options vested and expected to vest | 7 years 5 months 23 days | |
Aggregate Intrinsic Value, Balance | $ 598 | |
Aggregate Intrinsic Value, Exercisable | 526 | |
Aggregate Intrinsic Value, Options vested and expected to vest | $ 598 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Stock Option Activity Weighted Average Assumptions (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Equity [Abstract] | ||
Fair value of common stock | $ 1.56 | $ 10.06 |
Expected volatility | 99.24% | 96.21% |
Expected term (in years) | 6 years 1 month 17 days | 6 years 10 days |
Risk-free interest rate | 3.87% | 1.73% |
Expected dividend yield | 0% | 0% |
Stock-Based Compensation - The
Stock-Based Compensation - The Summary of RSU and PSU Activity (Details) | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Restricted Stock Units (RSUs) | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Beginning Balance | shares | 801,401 |
Granted | shares | 1,005,725 |
Vested | shares | (78,161) |
Forfeited | shares | (83,017) |
Ending Balance | shares | 1,645,948 |
Beginning Balance, Weighted-Average Grant Date Fair Value | $ / shares | $ 2.30 |
Granted, Weighted-Average Grant Date Fair Value | $ / shares | 1.56 |
Vested, Weighted-Average Grant Date Fair Value | $ / shares | 2.30 |
Forfeited, Weighted-Average Grant Date Fair Value | $ / shares | 2.30 |
Ending Balance, Weighted-Average Grant Date Fair Value | $ / shares | $ 2.07 |
Performance Stock Units (PSUs) | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Beginning Balance | shares | 4,554,408 |
Ending Balance | shares | 4,554,408 |
Beginning Balance, Weighted-Average Grant Date Fair Value | $ / shares | $ 1.50 |
Ending Balance, Weighted-Average Grant Date Fair Value | $ / shares | $ 1.50 |
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 ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Assets | ||
Short-term investments | $ 29,571 | $ 82,034 |
Fair Value, Measurements, Recurring | ||
Assets | ||
Total assets | 98,793 | 114,863 |
Long-term liabilities: | ||
Total liabilities | 7,836 | 5,513 |
Fair Value, Measurements, Recurring | Earn-Out Liabilities | ||
Long-term liabilities: | ||
Total liabilities | 7,836 | 5,513 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 1 | ||
Assets | ||
Total assets | 98,793 | 114,863 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 3 | ||
Long-term liabilities: | ||
Total liabilities | 7,836 | 5,513 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 3 | Earn-Out Liabilities | ||
Long-term liabilities: | ||
Total liabilities | 7,836 | 5,513 |
Fair Value, Measurements, Recurring | Money Market Funds | ||
Assets | ||
Cash equivalents | 69,222 | 32,829 |
Fair Value, Measurements, Recurring | Money Market Funds | Fair Value, Inputs, Level 1 | ||
Assets | ||
Cash equivalents | 69,222 | 32,829 |
Fair Value, Measurements, Recurring | US Treasury Securities | ||
Assets | ||
Short-term investments | 29,571 | 82,034 |
Fair Value, Measurements, Recurring | US Treasury Securities | Fair Value, Inputs, Level 1 | ||
Assets | ||
Short-term investments | $ 29,571 | $ 82,034 |
Fair Value of Financial Asset_4
Fair Value of Financial Assets and Liabilities - Schedule of Change in Fair Value Recorded as Stock Compensation (Details) | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Business Acquisition [Line Items] | |
Fair value as of December 31, 2022 | $ 5,513 |
Change in fair value | 2,323 |
Fair value as of March 31, 2023 | 7,836 |
Earn-Out Shareholders | |
Business Acquisition [Line Items] | |
Fair value as of December 31, 2022 | 4,778 |
Change in fair value | 2,013 |
Fair value as of March 31, 2023 | 6,791 |
Earn-Out Service Providers | |
Business Acquisition [Line Items] | |
Fair value as of December 31, 2022 | 735 |
Change in fair value | 310 |
Fair value as of March 31, 2023 | $ 1,045 |
Fair Value of Financial Asset_5
Fair Value of Financial Assets and Liabilities - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | |||
Fair value, transfers of financial instruments between levels | $ 0 | ||
Unrealized gains on short-term Investments in other comprehensive loss | $ 23,000 | $ (6,000) | |
Earn-out shares, share price | $ 1.60 | ||
Earn-out shares, expected term | 5 years | ||
Earn-out shares, expected volatility rate | 110% | ||
Earn-out shares, expected dividend yield | 0% | ||
Triggering Event I | |||
Business Acquisition [Line Items] | |||
Earn-out shares, share price | $ 15 | ||
Triggering Event II | |||
Business Acquisition [Line Items] | |||
Earn-out shares, share price | 20 | ||
Triggering Event III | |||
Business Acquisition [Line Items] | |||
Earn-out shares, share price | $ 30 | ||
Fair Value, Measurements, Recurring | |||
Business Acquisition [Line Items] | |||
Liabilities, fair value | $ 7,836,000 | $ 5,513,000 | |
Short-Term Investments | |||
Business Acquisition [Line Items] | |||
Unrealized gains on short-term Investments in other comprehensive loss | $ 23,000 | ||
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 Loss Per Share - Summary of
Net Loss Per Share - Summary of Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator: | ||
Net loss | $ (20,711) | $ (21,892) |
Dividends on Series D convertible preferred stock | (2,877) | |
Redemption value of Series D convertible preferred stock | (1,438) | |
Net loss attributable to common stockholders - basic | (20,711) | (26,207) |
Net loss attributable to common stockholders - diluted | $ (20,711) | $ (26,207) |
Denominator: | ||
Weighted average common stock outstanding - basic | 78,079,013 | 1,680,164 |
Weighted average common stock outstanding - diluted | 78,079,013 | 1,680,164 |
Net loss per share attributable to common stockholders - basic | $ (0.27) | $ (15.60) |
Net loss per share attributable to common stockholders - diluted | $ (0.27) | $ (15.60) |
Net Loss Per Share - Summary _2
Net Loss Per Share - Summary of Computation of Diluted Net Loss Per Share Attributable to Common Stockholders Including Anti-dilutive Effect (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 26,644,244 | 53,801,498 |
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 | |
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 | |
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 | |
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 | |
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 | 21,277,800 | |
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 | 133,578 | 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 | 12,773,849 | 8,512,300 |
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 | |
Unvested RSUs | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 1,645,948 | |
Unvested PSUs | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 4,554,408 |
Restructuring Charges - Additio
Restructuring Charges - Additional Information (Details) $ in Thousands | 3 Months Ended | |
Jan. 12, 2023 | Mar. 31, 2023 USD ($) Employees | |
Restructuring Charges [Abstract] | ||
Restructuring operations announcement date | Jan. 12, 2023 | |
Restructuring charge | $ | $ 2,329 | |
Number of employees related to restructuring | Employees | 48 | |
Percentage of employee base at time of restructuring | 31% |