Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 02, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
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 | 78,309,752 | |
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 | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 73,799 | $ 54,097 |
Restricted cash | 305 | 305 |
Short-term investments | 12,482 | 82,034 |
Accounts receivable | 442 | 41 |
Prepaid expenses and other current assets | 3,608 | 4,565 |
Total current assets | 90,636 | 141,042 |
Property and equipment, net | 644 | 919 |
Operating lease right-of-use asset | 1,753 | 2,596 |
Prepaid expenses and other long-term assets | 109 | |
Total assets | 93,142 | 144,557 |
Current liabilities: | ||
Accounts payable | 1,217 | 2,681 |
Accrued expenses and other current liabilities | 3,385 | 5,616 |
Deferred revenue | 173 | 106 |
Operating lease liability | 774 | 826 |
Note payable, short term | 7,500 | 4,375 |
Total current liabilities | 13,049 | 13,604 |
Note payable, long term | 5,209 | 10,442 |
Operating lease liability, net of current portion | 1,928 | 2,485 |
Corporate bond, net of bond discount | 1,999 | 1,834 |
Earn-out liabilities | 1,841 | 5,513 |
Other long-term liabilities | 22 | |
Total liabilities | 24,048 | 33,878 |
Commitments and contingencies | ||
Stockholders' equity | ||
Common stock, $0.0001 par value: 1,000,000,000 shares authorized; 78,309,213 and 78,022,924 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively | 8 | 8 |
Additional paid-in capital | 357,720 | 350,980 |
Accumulated deficit | (288,634) | (240,288) |
Accumulated other comprehensive loss | (21) | |
Total stockholders' equity | 69,094 | 110,679 |
Total liabilities and stockholders' equity | $ 93,142 | $ 144,557 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 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 | 78,309,213 | 78,022,924 |
Common stock, shares outstanding | 78,309,213 | 78,022,924 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenues | $ 702 | $ 82 | $ 929 | $ 212 |
Cost of revenues | 280 | 123 | 567 | 316 |
Gross profit (loss) | 422 | (41) | 362 | (104) |
Operating expenses: | ||||
Research and development | 4,912 | 7,554 | 15,629 | 21,216 |
Selling, general and administrative | 13,936 | 16,911 | 37,595 | 47,250 |
Total operating expenses | 18,848 | 24,465 | 53,224 | 68,466 |
Operating loss | (18,426) | (24,506) | (52,862) | (68,570) |
Other income (expense): | ||||
Other income | 1,004 | 346 | 3,173 | 395 |
Interest expense | (582) | (496) | (1,839) | (866) |
Change in estimated fair value of earn-out liabilities | 2,128 | 77,892 | 3,182 | 77,892 |
Total other income | 2,550 | 77,742 | 4,516 | 77,421 |
Income (loss) before income taxes | (15,876) | 53,236 | (48,346) | 8,851 |
Net income (loss) | (15,876) | 53,236 | (48,346) | 8,851 |
Unrealized gain on short-term investments | 25 | 14 | 21 | 7 |
Comprehensive income (loss) | (15,851) | 53,250 | (48,325) | 8,858 |
Net income (loss) | (15,876) | 53,236 | (48,346) | 8,851 |
Dividends on Series D convertible preferred stock | (1,598) | (7,383) | ||
Redemption value of Series D convertible preferred stock | (799) | (3,692) | ||
Net income (loss) attributable to common stockholders - basic | $ (15,876) | $ 50,839 | $ (48,346) | $ (2,224) |
Net income (loss) per share attributable to common stockholders - basic | $ (0.2) | $ 1.38 | $ (0.62) | $ (0.16) |
Net income (loss) per share attributable to common stockholders - diluted | $ (0.2) | $ 0.76 | $ (0.62) | $ (0.16) |
Weighted average common stock outstanding - basic | 78,217,870 | 36,920,116 | 78,149,517 | 13,690,186 |
Weighted average common shares outstanding - diluted | 78,217,870 | 69,830,970 | 78,149,517 | 13,690,186 |
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 | Accumulated Deficit | Accumulated Deficit Adjusted balance | Accumulated Other Comprehensive Income (Loss) |
Beginning Balance at Dec. 31, 2021 | $ (226,114) | $ (226,114) | $ (226,114) | $ (226,114) | ||||||
Temporary Equity, Beginning Balance, Shares at Dec. 31, 2021 | 37,629,060 | 43,318,218 | ||||||||
Temporary Equity, Beginning Balance at Dec. 31, 2021 | $ 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 | 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 income (loss) | (6) | $ (6) | ||||||||
Net income (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, 2021 | (226,114) | $ (226,114) | (226,114) | $ (226,114) | ||||||
Temporary Equity, Beginning Balance, Shares at Dec. 31, 2021 | 37,629,060 | 43,318,218 | ||||||||
Temporary Equity, Beginning Balance at Dec. 31, 2021 | $ 291,876 | $ 291,876 | ||||||||
Beginning Balance, Shares at Dec. 31, 2021 | 1,454,239 | 1,674,106 | ||||||||
Net income (loss) | 8,851 | |||||||||
Ending Balance at Sep. 30, 2022 | 123,872 | $ 8 | 347,330 | (223,473) | 7 | |||||
Ending Balance, Shares at Sep. 30, 2022 | 77,858,746 | |||||||||
Beginning Balance at Mar. 31, 2022 | (250,193) | (250,187) | (6) | |||||||
Temporary Equity, Beginning Balance, Shares at Mar. 31, 2022 | 43,318,218 | |||||||||
Temporary Equity, Beginning Balance at Mar. 31, 2022 | $ 296,191 | |||||||||
Beginning Balance, Shares at Mar. 31, 2022 | 1,691,374 | |||||||||
Stock-based compensation expense | 1,969 | 1,969 | ||||||||
Exercise of stock options | 41 | 41 | ||||||||
Exercise of stock options, Shares | 15,289 | |||||||||
Stock dividend accrued for Series D preferred stock | (2,908) | (2,010) | (898) | |||||||
Stock dividend accrued for Series D preferred stock, Temporary Equity | 2,908 | |||||||||
Redemption value of Series D preferred stock | (1,455) | (1,455) | ||||||||
Redemption value of Series D preferred stock, Temporary Equity | $ 1,455 | |||||||||
Other comprehensive income (loss) | (1) | (1) | ||||||||
Net income (loss) | (22,493) | (22,493) | ||||||||
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 | |||||||||
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 income (loss) | 14 | 14 | ||||||||
Net income (loss) | 53,236 | 53,236 | ||||||||
Ending Balance at Sep. 30, 2022 | 123,872 | $ 8 | 347,330 | (223,473) | 7 | |||||
Ending Balance, Shares at Sep. 30, 2022 | 77,858,746 | |||||||||
Beginning Balance at Dec. 31, 2022 | 110,679 | $ 8 | 350,980 | (240,288) | (21) | |||||
Beginning Balance, Shares at Dec. 31, 2022 | 78,022,924 | |||||||||
Stock-based compensation expense | 2,449 | 2,449 | ||||||||
Exercise of stock options, Shares | 16,713 | |||||||||
Vesting of RSU's | 78,161 | |||||||||
Other comprehensive income (loss) | 23 | 23 | ||||||||
Net income (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 | |||||||||
Beginning Balance at Dec. 31, 2022 | $ 110,679 | $ 8 | 350,980 | (240,288) | (21) | |||||
Beginning Balance, Shares at Dec. 31, 2022 | 78,022,924 | |||||||||
Exercise of stock options, Shares | 28,778 | |||||||||
Net income (loss) | $ (48,346) | |||||||||
Ending Balance at Sep. 30, 2023 | 69,094 | $ 8 | 357,720 | (288,634) | ||||||
Ending Balance, Shares at Sep. 30, 2023 | 78,309,213 | |||||||||
Beginning Balance at Mar. 31, 2023 | 92,440 | $ 8 | 353,429 | (260,999) | 2 | |||||
Beginning Balance, Shares at Mar. 31, 2023 | 78,117,798 | |||||||||
Stock-based compensation expense | 2,309 | 2,309 | ||||||||
Exercise of stock options, Shares | 11,511 | |||||||||
Vesting of RSU's | 45,223 | |||||||||
Other comprehensive income (loss) | (27) | (27) | ||||||||
Net income (loss) | (11,759) | (11,759) | ||||||||
Ending Balance at Jun. 30, 2023 | 82,963 | $ 8 | 355,738 | (272,758) | 25 | |||||
Ending Balance, Shares at Jun. 30, 2023 | 78,174,532 | |||||||||
Stock-based compensation expense | 1,982 | 1,982 | ||||||||
Vesting of RSU's | 134,681 | |||||||||
Other comprehensive income (loss) | 25 | $ 25 | ||||||||
Net income (loss) | (15,876) | (15,876) | ||||||||
Ending Balance at Sep. 30, 2023 | $ 69,094 | $ 8 | $ 357,720 | $ (288,634) | ||||||
Ending Balance, Shares at Sep. 30, 2023 | 78,309,213 |
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, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (48,346) | $ 8,851 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 229 | 231 |
Reduction in the carrying amount of right-of-use assets | 516 | 362 |
Impairment loss on sublease | 384 | |
Stock-based compensation expense | 6,251 | 7,192 |
Amortization of premium on short-term investments | (1,483) | (97) |
Non Cash Interest Expense | 558 | 299 |
Change in fair value of earn-out liabilities | (3,182) | (77,892) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (401) | (1) |
Prepaid expenses and other current assets | 1,068 | (2,086) |
Prepaid expenses and other long-term assets | (109) | 11 |
Accounts payable | (1,464) | 1,193 |
Accrued expenses and other current liabilities | (2,231) | (187) |
Other long term liabilities | 22 | (20) |
Operating lease liabilities | (609) | (431) |
Deferred revenue | 67 | 13 |
Net cash used in operating activities | (48,730) | (62,562) |
Cash flows from investing activities: | ||
Acquisition of property and equipment | (13) | (42) |
Purchases of short-term investments | (56,444) | (81,593) |
Proceeds from maturities of short-term investments | 127,500 | 15,000 |
Net cash provided by (used in) investing activities | 71,043 | (66,635) |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options | 145 | |
Proceeds from note payable | 10,000 | |
Proceeds from Business Combination, net of transaction costs paid | 131,814 | |
Taxes paid related to net share settlement of share-based awards | (111) | |
Repayment of principal on note payable | (2,500) | |
Net cash provided by (used in) financing activities | (2,611) | 141,959 |
Net increase in cash, cash equivalents, and restricted cash | 19,702 | 12,762 |
Cash, cash equivalents, and restricted cash at beginning of period | 54,402 | 77,204 |
Cash, cash equivalents, and restricted cash at end of period | 74,104 | 89,966 |
Supplementary Information: | ||
Cash paid for income taxes | 16 | |
Cash paid for interest | 1,298 | 453 |
Noncash investing and financing activities: | ||
Purchase of property and equipment included in accounts payable and accrued expenses | $ 3 | |
Redemption value of Series D preferred stock | 3,692 | |
Dividends accrued for Series D preferred stock | 7,383 | |
Recognition of earn-out liabilities | 87,512 | |
Net liabilities assumed in Business Combination | $ 950 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 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 U.S. Food and Drug Administration (“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. The Company submitted a filing to FDA seeking label expansion for EndeavorRx to include adolescents ages 13-17 with ADHD; this label expansion filing was accepted by FDA in May 2023 and remains under review with FDA. In June 2023, the Company released EndeavorOTC, which is built on the same platform as EndeavorRx, nationwide without a prescription to improve attention function, ADHD symptoms and quality of life in adults 18 years of age and older with primarily inattentive or combined-type ADHD, under the FDA guidance entitled “ Enforcement Policy for Digital Health Devices for Treating Psychiatric Disorders During the Coronavirus Disease 2019 Public Health Emergency ” (the “COVID-19 Guidance”). The COVID-19 Guidance allows for the marketing of certain digital therapeutics without premarket clearance, de novo classification, or approval so long as certain criteria are met for the duration of the COVID-19 Guidance, which was expected to remain in effect until November 7, 2023 consistent with FDA guidance entitled “ Transition Plan for Medical Devices That Fall Within Enforcement Policies Issued During the Coronavirus Disease 2019 (COVID-19) Public Health Emergency ” (the “COVID-19 Transition Guidance”). The COVID-19 Transition Guidance allows for the continued distribution of devices falling under the COVID-19 Guidance without marketing authorization so long as the manufacturer has submitted a marketing submission to FDA, the submission has been accepted by FDA prior to November 7, 2023 and FDA has not taken a final action on the marketing submission. While EndeavorOTC has not been cleared or authorized by FDA for any indications, the Company submitted a marketing submission to FDA for EndeavorOTC on October 30, 2023 and FDA received the submission on October 30, 2023, which is currently undergoing technical review by FDA. Through communications with FDA regarding the COVID-19 Transition Guidance, it was clarified that marketing submissions received by FDA on or before November 7, 2023, that pass their technical review after the deadline without being placed on submission hold will still be eligible for continued enforcement discretion. Pursuant to FDA’s guidance on this topic, the Company is continuing to commercialize, distribute, and market EndeavorOTC under the COVID-19 Guidance. The Company’s efforts are primarily focused on managing and executing its strategic plan to transition from a prescription to a non-prescription model, including obtaining regulatory clearance and commercializing EndeavorOTC in adults with ADHD, obtaining an expanded label for EndeavorRx in adolescents ages 13-17 with ADHD, pursuing regulatory approval for over-the-counter labeling of both its EndeavorRx and EndeavorOTC products and continuing to support the distribution and fulfillment of EndeavorRx during the transition. Further development of Akili’s programs outside of ADHD will be contingent upon capital raising and supportive business development activities. 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 goals. The Company’s efforts are primarily focused on managing and executing its strategic plan to transition from a prescription to a non-prescription model, including obtaining regulatory clearance and commercializing EndeavorOTC for the adult ADHD market, obtaining an expanded label for EndeavorRx in the adolescent ADHD market, pursuing regulatory approval for over-the-counter labeling of both its EndeavorRx and EndeavorOTC products and continuing to support the distribution and fulfillment of EndeavorRx during the transition. There can be no assurance that the Company’s product development and commercialization efforts will be successful; 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 products will be commercially viable. Even if the Company’s product development and commercialization 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, 2023 and had an accumulated deficit of $ 288,634 at September 30, 2023. The Company believes that its cash and cash equivalents and short-term investments at September 30, 2023 of $ 86,281 , 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 generate cash from operating activities or 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 nine months ended September 30, 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 | 9 Months Ended |
Sep. 30, 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 nine months ended September 30, 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 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. Revenue: The Company generates revenue from contracts with caregivers and patients who purchase subscriptions to access EndeavorRx (“Clients”), the Company’s FDA-approved video game treatment. Clients are billed in advance for the entire subscription term (new subscriptions are currently for 30 days). Along with the subscription to the video game product, Clients also receive reporting metrics and technical support services. The reporting metrics rely on gameplay data being sent back from EndeavorRx, which the Company analyzes in order to provide information on daily efforts and level completion to Clients throughout the subscription term via the EndeavorRx Insight app. The subscription to the video game product, reporting metrics and technical support services are combined as a single stand-ready performance obligation because while the components are separate performance obligations, they have the same method and pattern of recognition. Accordingly, the consideration is recognized ratably on an over time basis over the subscription period which begins once the access code is inputted into the game by the Client and game play has started. In June 2023, the Company released its EndeavorOTC over-the-counter product under the FDA’s COVID-19 Guidance. The Company generates revenue from customers who purchase subscriptions of variable term lengths (currently available as either one month or one year ) to access the video game treatment. Customers are billed in advance for the entire applicable subscription term. Along with the subscription to the video game treatment, the customers also receive technical support services and access to software updates. The technical support services and access to software updates were determined to be immaterial in the context of the contract primarily due to the fact that the underlying selective stimulus management engine (“SSME”) technology is not being updated throughout the subscription term, and therefore the primary functionality of the product is not changed during the term of the arrangement. As EndeavorOTC has significant stand-alone functionality that can be used immediately upon delivery, the performance obligation is considered complete upon delivery and the consideration is recognized at that point in time. The following table presents the Company’s revenue by product type: Three Months Ended Nine Months Ended 2023 2022 2023 2022 EndeavorOTC revenue $ 553 $— $ 558 $— EndeavorRx revenue 149 82 371 212 Total $ 702 $ 82 $ 929 $ 212 There was no collaboration revenue in either period. As of September 30, 2023, the Company has a contract liability related to EndeavorRx 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 $ 74 of product revenue in the nine months ended September 30, 2023 that was previously included in the December 31, 2022 deferred revenue balance. Contract Liabilities Product Balance at December 31, 2022 $ 106 Revenue recognized ( 371 ) Revenue deferred 438 Balance at September 30, 2023 $ 173 Cost of revenue: Cost of revenue includes personnel and related costs, third party contractor expenses, royalties, amortization of capitalized software related to our two commercialized products and software subscriptions related to our products and hosting fees. Sales of EndeavorRx incur third-party pharmacy dispense fees and sales of EndeavorOTC incur Apple App Store and Google Play fees, both of which are included in cost of revenue. As the Company controls the product until it is transferred to the customer, it is considered the principal in the arrangement and all revenue and cost of revenue is shown gross in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). 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 another financial institution. Sublease: The Company recognizes sublease income on a straight-line basis over the sublease period. The Company recognizes sublease income as an offset to rent expense within operating expenses in the condensed consolidated statements of operations and comprehensive income (loss) as subleasing is not a primary business activity of the Company and is meant to offset occupancy costs. 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 nine months ended September 30, 2023 , however there was no impact to the financial statements. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Leases | 3. Leases In May 2023, the Company entered into a sublease agreement, pursuant to which the Company agreed to sublease approximately 5,716 rentable square feet of the Larkspur, California office space to a third party for a term commencing on June 1, 2023 and ending coterminous with the Larkspur, California lease in November 2026 , in exchange for the sum of approximately $ 23 per month, subject to an annual 4.0 % increase. The Company assesses impairment of right-of-use assets when an event and change in circumstance indicates that the carrying value of such right-of-use assets may not be recoverable. If the estimated fair value attributable to the right-of-use asset is less than its carrying value, an impairment loss is recognized. During the three and nine months ended September 30, 2023 , the Company recognized an impairment loss of $ 0 and $ 384 , respectively, related to the sublease. The fair values were estimated using an income approach to determine the present value of future cash flows from the sublease agreement. Leasehold improvements related to the subleased area are included in the impairment as the Company no longer receives economic benefits after it discontinues use of the space. The impairment loss was comprised of a write-down of $ 325 for the right-of-use asset and $ 59 for the leasehold improvements. The impairment loss is included in general and administrative expenses in the condensed consolidated statements of operations and comprehensive income (loss). |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 4. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: September 30, December 31, Accrued bonus $ 1,697 $ 2,819 Accrued royalties 144 110 Accrued wages and benefits 942 1,281 Accrued clinical study expenses 12 292 Accrued consulting service expenses 111 401 Other accrued expenses 479 713 Total $ 3,385 $ 5,616 |
Corporate Bond
Corporate Bond | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Corporate Bond | 5. 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 $ 55 and $ 164 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, 2023, respectively. The Company recognized amortization expense of $ 50 and $ 147 for the three and nine months ended September 30, 2022, respectively. 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 ( 3,001 ) ( 3,166 ) Corporate Bond, net of discount $ 1,999 $ 1,834 |
Note Payable
Note Payable | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Note Payable | 6. 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 September 30, 2023, the Company had outstanding principal of $ 12,500 and there is no remaining available undrawn debt. The Company recognized non-cash interest expense related to debt issuance costs of $ 118 and $ 392 for the three and nine months ended September 30, 2023, respectively, and $ 128 and $ 211 for the three and nine months ended September 30, 2022 , respectively. The Company recognized selling, general and administrative expense related to loan commitment fees of $ 0 and $ 42 for the three and nine months ended September 30, 2023, respectively and $ 57 and $ 114 for the three and nine months ended September 30, 2022, respectively. The interest rate in effect was 12.3 % and 10.0 % as of September 30, 2023 and 2022 , respectively. At September 30, 2023 , the carrying amount of the note payable (excluding the current portion of $ 7,500 ) is as follows: Outstanding principal $ 12,500 Note payable, short term ( 7,500 ) Final payment 750 Unamortized debt issuance costs ( 541 ) Note payable, long term (net of debt issuance costs) $ 5,209 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 $ 1,875 2024 7,500 2025 3,125 Total $ 12,500 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Stock-Based Compensation | 7. 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 income (loss) as follows: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Research and development $ 557 $ 1,312 $ 1,865 $ 2,762 Selling, general and administrative 1,098 1,841 4,386 4,430 Total $ 1,655 $ 3,153 $ 6,251 $ 7,192 Included in the three and nine months ended September 30, 2023 balances in the table above is $( 328 ) and $( 490 ) , respectively, 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 nine months ended September 30, 2023 : Number of Weighted- Weighted- Aggregate Balance at December 31, 2022 12,190,970 $ 3.98 7.36 Granted 2,083,600 $ 1.52 Cancelled ( 2,558,526 ) $ 3.56 Exercised ( 28,778 ) $ 0.03 Balance at September 30, 2023 11,687,266 $ 3.62 6.90 $ 112 Exercisable September 30, 2023 7,175,960 $ 3.76 5.60 $ 112 Options vested and expected to vest, September 30, 2023 11,687,266 $ 3.62 6.90 $ 112 During the three and nine months ended September 30, 2023 the Company extended the exercise period for vested options from three months to two years for 26 and 69 terminated employees, respectively. Incremental compensation expenses related to this modification recorded during the three and nine months ended September 30, 2023 were $ 71 and $ 208 , respectively. 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, 2023 and 2022: Nine Months Ended 2023 2022 Fair value of Common Stock $ 1.52 $ 10.06 Expected volatility 100.03 % 96.21 % Expected term (in years) 6.10 6.03 Risk-free interest rate 3.82 % 1.73 % 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, 2023 and 2022 was $ 1.22 and $ 7.79 per share, respectively. During the nine months ended September 30, 2023 and 2022, the aggregate intrinsic value of stock option awards exercised was $ 40 and $ 445 , 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, 2023 there was $ 10,990 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 2.3 years. Restricted Stock Units: The following table summarizes RSU activity for the nine months ended September 30, 2023: Number of Weighted- Balance at December 31, 2022 801,401 $ 2.30 Granted 1,156,325 $ 1.53 Vested ( 266,279 ) $ 2.03 Forfeited ( 541,080 ) $ 1.79 Balance at September 30, 2023 1,150,367 $ 1.82 As of September 30, 2023 there was $ 1,919 of unrecognized compensation cost related to unvested RSUs under the 2022 Plan, which is expected to be recognized over a weighted-average period of 2.9 years. Performance Stock Units: The following table summarizes PSU activity for the nine months ended September 30, 2023: Number of Weighted- Balance at December 31, 2022 4,554,408 $ 1.50 Granted — n/a Vested — n/a Forfeited ( 284,650 ) $ 1.50 Balance at September 30, 2023 4,269,758 $ 1.50 As of September 30, 2023, there was $ 4,249 of unrecognized compensation cost related to unvested PSUs, which is expected to be recognized over a weighted average period of approximately 1.8 years. |
Fair Value of Financial Assets
Fair Value of Financial Assets and Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets and Liabilities | 8. 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, 2023 Description Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 58,251 $ - $ - $ 58,251 Short-term investments: United States treasuries 12,482 - - 12,482 Total assets $ 70,733 $ - $ - $ 70,733 Long-term liabilities: Earn-out liabilities - - 1,841 1,841 Total liabilities $ - $ - $ 1,841 $ 1,841 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 nine months ended September 30, 2023 . The Company recorded unrealized gain on short-term investments of $ 21 in other comprehensive gain for the nine months ended September 30, 2023. As of September 30, 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 September 30, 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 ( 3,182 ) ( 490 ) ( 3,672 ) Fair value as of September 30, 2023 $ 1,596 $ 245 $ 1,841 The following assumptions were used at September 30, 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 September 30, 2023 was $ 0.55 . Expected term : the expected term is 3.9 years as of September 30, 2023, which is the remaining term of the earn-out period. Expected volatility : the volatility rate as of September 30, 2023 was 120.0 %. 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 | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 9. Net 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 2023 2022 2023 2022 Numerator: Net income (loss) attributable to common stockholders - basic $ ( 15,876 ) $ 50,839 $ ( 48,346 ) $ ( 2,224 ) 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 $ ( 15,876 ) $ 53,236 $ — $ ( 48,346 ) $ ( 2,224 ) Denominator: Weighted average Common Stock outstanding - basic 78,217,870 36,920,116 78,149,517 13,690,186 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 78,217,870 69,830,970 78,149,517 13,690,186 Net income (loss) per share attributable to common stockholders - basic $ ( 0.20 ) $ 1.38 $ ( 0.62 ) $ ( 0.16 ) Net income (loss) per share attributable to common stockholders - diluted $ ( 0.20 ) $ 0.76 $ ( 0.62 ) $ ( 0.16 ) 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 September 30 September 30 2023 2022 2023 2022 Warrants to purchase Common Stock 133,578 - 133,578 242,924 Stock options to purchase Common Stock 11,687,266 1,529,195 11,687,266 9,512,706 Earn-out shares 7,536,461 7,536,461 7,536,461 7,536,461 Unvested RSUs 1,150,367 - 1,150,367 - Unvested PSUs 4,269,758 - 4,269,758 - Total 24,777,430 9,065,656 24,777,430 17,292,091 |
Restructuring Charges
Restructuring Charges | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring Charges [Abstract] | |
Restructuring Charges | 10. 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 the Company’s pipeline programs in order to prioritize certain of its commercial efforts and its ADHD label expansion programs. On September 13, 2023 , the Company announced a further restructuring of its operations and a reduction in workforce. As a result of the restructuring, the Company incurred a restructuring charge of $ 2,461 associated primarily with severance and other termination-related benefits related to 47 full-time employees, representing approximately 40 % 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 September 30, 2023. The restructuring reduced costs related primarily to the Company’s field sales force and market access teams in order to implement its announced plan to transition from a prescription to a non-prescription business model. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. Subsequent Events Leadership Transition: Effective October 5, 2023, Edward Martucci II, Ph.D. resigned from his role as Chief Executive Officer of the Company and transitioned into a new role as Chair of the Board, following the October 4, 2023 resignation of Chamath Palihapitiya from the Board and from his role as Chair of the Board, and Dr. Martucci further agreed to assist the Company in an advisory capacity. In addition, also effective October 5, 2023, Matthew Franklin, the Company’s President and Chief Operating Officer, was appointed to the role of President and Chief Executive Officer and as a member of the Company’s Board. As part of Dr. Martucci’s advisor agreement, and notwithstanding his continued service to the Company, Dr. Martucci agreed to forfeit 2,241,624 of his November 2, 2022 grant of performance-based restricted stock units, effective October 5, 2023, which will result in a reversal of $ 1,124 in stock-based compensation in the fourth quarter of 2023. In connection with Mr. Franklin’s appointment as the Company’s President and Chief Executive Officer, on October 12, 2023, the Company granted Mr. Franklin a stock option to purchase up to 1,057,180 shares of the Company’s Common Stock, which option vests in eight equal semiannual installments over a four-year period following the option grant date, subject to Mr. Franklin’s continued service to the Company on each such vesting date. License, Development and Commercialization Agreement: On October 16, 2023, Akili Interactive Labs, Inc., a wholly owned subsidiary of the Company, and TALi Digital Limited mutually agreed to terminate the License, Development and Commercialization Agreement dated as of August 16, 2021 between such parties, effective as of October 16, 2023. During the nine months ended September 30, 2023, the Company did no t make any payments for out of pocket costs related to this agreement. As of the termination date, the Company has no t made any payments for milestones or royalties related to this agreement. Boston Office Space: The existing lease for office space in Boston expires in December 2023 and the Company does not plan to renew the lease . In November 2023, the Company entered into a new membership agreement, pursuant to which the Company agreed to pay a monthly license fee for the sum of approximately $ 9 per month for access to office space, with such access commencing on January 1, 2024 . The agreement is for a one-year term and will automatically renew for successive one-year terms, subject to the Company’s right to terminate the agreement upon prior written notice and pursuant to the terms of the membership agreement. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 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 nine months ended September 30, 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 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. |
Revenue | Revenue: The Company generates revenue from contracts with caregivers and patients who purchase subscriptions to access EndeavorRx (“Clients”), the Company’s FDA-approved video game treatment. Clients are billed in advance for the entire subscription term (new subscriptions are currently for 30 days). Along with the subscription to the video game product, Clients also receive reporting metrics and technical support services. The reporting metrics rely on gameplay data being sent back from EndeavorRx, which the Company analyzes in order to provide information on daily efforts and level completion to Clients throughout the subscription term via the EndeavorRx Insight app. The subscription to the video game product, reporting metrics and technical support services are combined as a single stand-ready performance obligation because while the components are separate performance obligations, they have the same method and pattern of recognition. Accordingly, the consideration is recognized ratably on an over time basis over the subscription period which begins once the access code is inputted into the game by the Client and game play has started. In June 2023, the Company released its EndeavorOTC over-the-counter product under the FDA’s COVID-19 Guidance. The Company generates revenue from customers who purchase subscriptions of variable term lengths (currently available as either one month or one year ) to access the video game treatment. Customers are billed in advance for the entire applicable subscription term. Along with the subscription to the video game treatment, the customers also receive technical support services and access to software updates. The technical support services and access to software updates were determined to be immaterial in the context of the contract primarily due to the fact that the underlying selective stimulus management engine (“SSME”) technology is not being updated throughout the subscription term, and therefore the primary functionality of the product is not changed during the term of the arrangement. As EndeavorOTC has significant stand-alone functionality that can be used immediately upon delivery, the performance obligation is considered complete upon delivery and the consideration is recognized at that point in time. The following table presents the Company’s revenue by product type: Three Months Ended Nine Months Ended 2023 2022 2023 2022 EndeavorOTC revenue $ 553 $— $ 558 $— EndeavorRx revenue 149 82 371 212 Total $ 702 $ 82 $ 929 $ 212 There was no collaboration revenue in either period. As of September 30, 2023, the Company has a contract liability related to EndeavorRx 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 $ 74 of product revenue in the nine months ended September 30, 2023 that was previously included in the December 31, 2022 deferred revenue balance. Contract Liabilities Product Balance at December 31, 2022 $ 106 Revenue recognized ( 371 ) Revenue deferred 438 Balance at September 30, 2023 $ 173 |
Cost of revenue | Cost of revenue: Cost of revenue includes personnel and related costs, third party contractor expenses, royalties, amortization of capitalized software related to our two commercialized products and software subscriptions related to our products and hosting fees. Sales of EndeavorRx incur third-party pharmacy dispense fees and sales of EndeavorOTC incur Apple App Store and Google Play fees, both of which are included in cost of revenue. As the Company controls the product until it is transferred to the customer, it is considered the principal in the arrangement and all revenue and cost of revenue is shown gross in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). |
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 another financial institution. |
Sublease | Sublease: The Company recognizes sublease income on a straight-line basis over the sublease period. The Company recognizes sublease income as an offset to rent expense within operating expenses in the condensed consolidated statements of operations and comprehensive income (loss) as subleasing is not a primary business activity of the Company and is meant to offset occupancy costs. |
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 nine months ended September 30, 2023 , however there was no impact to the financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Contract Liabilities | Contract Liabilities Product Balance at December 31, 2022 $ 106 Revenue recognized ( 371 ) Revenue deferred 438 Balance at September 30, 2023 $ 173 |
Summary of Product Type Information | The following table presents the Company’s revenue by product type: Three Months Ended Nine Months Ended 2023 2022 2023 2022 EndeavorOTC revenue $ 553 $— $ 558 $— EndeavorRx revenue 149 82 371 212 Total $ 702 $ 82 $ 929 $ 212 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 $ 1,697 $ 2,819 Accrued royalties 144 110 Accrued wages and benefits 942 1,281 Accrued clinical study expenses 12 292 Accrued consulting service expenses 111 401 Other accrued expenses 479 713 Total $ 3,385 $ 5,616 |
Corporate Bond (Tables)
Corporate Bond (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 ( 3,001 ) ( 3,166 ) Corporate Bond, net of discount $ 1,999 $ 1,834 |
Note Payable (Table)
Note Payable (Table) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Carrying Amount of Note Payable | At September 30, 2023 , the carrying amount of the note payable (excluding the current portion of $ 7,500 ) is as follows: Outstanding principal $ 12,500 Note payable, short term ( 7,500 ) Final payment 750 Unamortized debt issuance costs ( 541 ) Note payable, long term (net of debt issuance costs) $ 5,209 |
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 $ 1,875 2024 7,500 2025 3,125 Total $ 12,500 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 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 income (loss) as follows: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Research and development $ 557 $ 1,312 $ 1,865 $ 2,762 Selling, general and administrative 1,098 1,841 4,386 4,430 Total $ 1,655 $ 3,153 $ 6,251 $ 7,192 |
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 2,083,600 $ 1.52 Cancelled ( 2,558,526 ) $ 3.56 Exercised ( 28,778 ) $ 0.03 Balance at September 30, 2023 11,687,266 $ 3.62 6.90 $ 112 Exercisable September 30, 2023 7,175,960 $ 3.76 5.60 $ 112 Options vested and expected to vest, September 30, 2023 11,687,266 $ 3.62 6.90 $ 112 |
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, 2023 and 2022: Nine Months Ended 2023 2022 Fair value of Common Stock $ 1.52 $ 10.06 Expected volatility 100.03 % 96.21 % Expected term (in years) 6.10 6.03 Risk-free interest rate 3.82 % 1.73 % Expected dividend yield 0.00 % 0.00 % |
Summary of RSUs Activity | The following table summarizes RSU activity for the nine months ended September 30, 2023: Number of Weighted- Balance at December 31, 2022 801,401 $ 2.30 Granted 1,156,325 $ 1.53 Vested ( 266,279 ) $ 2.03 Forfeited ( 541,080 ) $ 1.79 Balance at September 30, 2023 1,150,367 $ 1.82 |
Summary of PSUs activity | The following table summarizes PSU activity for the nine months ended September 30, 2023: Number of Weighted- Balance at December 31, 2022 4,554,408 $ 1.50 Granted — n/a Vested — n/a Forfeited ( 284,650 ) $ 1.50 Balance at September 30, 2023 4,269,758 $ 1.50 |
Fair Value of Financial Asset_2
Fair Value of Financial Assets and Liabilities (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2023 Description Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 58,251 $ - $ - $ 58,251 Short-term investments: United States treasuries 12,482 - - 12,482 Total assets $ 70,733 $ - $ - $ 70,733 Long-term liabilities: Earn-out liabilities - - 1,841 1,841 Total liabilities $ - $ - $ 1,841 $ 1,841 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 ( 3,182 ) ( 490 ) ( 3,672 ) Fair value as of September 30, 2023 $ 1,596 $ 245 $ 1,841 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Summary of Computation of Basic and Diluted Net Income (Loss) Per Share Attributable to Common Stockholders | 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 2023 2022 2023 2022 Numerator: Net income (loss) attributable to common stockholders - basic $ ( 15,876 ) $ 50,839 $ ( 48,346 ) $ ( 2,224 ) 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 $ ( 15,876 ) $ 53,236 $ — $ ( 48,346 ) $ ( 2,224 ) Denominator: Weighted average Common Stock outstanding - basic 78,217,870 36,920,116 78,149,517 13,690,186 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 78,217,870 69,830,970 78,149,517 13,690,186 Net income (loss) per share attributable to common stockholders - basic $ ( 0.20 ) $ 1.38 $ ( 0.62 ) $ ( 0.16 ) Net income (loss) per share attributable to common stockholders - diluted $ ( 0.20 ) $ 0.76 $ ( 0.62 ) $ ( 0.16 ) |
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 September 30 September 30 2023 2022 2023 2022 Warrants to purchase Common Stock 133,578 - 133,578 242,924 Stock options to purchase Common Stock 11,687,266 1,529,195 11,687,266 9,512,706 Earn-out shares 7,536,461 7,536,461 7,536,461 7,536,461 Unvested RSUs 1,150,367 - 1,150,367 - Unvested PSUs 4,269,758 - 4,269,758 - Total 24,777,430 9,065,656 24,777,430 17,292,091 |
Nature of the Business and Ba_2
Nature of the Business and Basis of Presentation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | ||
Sep. 30, 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 | $ 86,281 | ||
Accumulated deficit | $ (288,634) | $ (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 ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Summary Of Significant Accounting Policies [Line Items] | |||||
Deferred revenue, revenue recognized | $ (371,000) | ||||
Revenues | $ 702,000 | $ 82,000 | $ 929,000 | $ 212,000 | |
Subscriptions term | 30 days | ||||
Minimum | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Subscriptions term | 1 month | ||||
Maximum | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Subscriptions term | 1 year | ||||
Product Revenue | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Deferred revenue, revenue recognized | $ 74,000 | ||||
Collaboration Revenue | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Revenues | $ 0 | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Product Type Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Revenues | $ 702 | $ 82 | $ 929 | $ 212 |
EndeavorOTC revenue | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Revenues | 553 | 558 | ||
EndeavorRx revenue | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Revenues | $ 149 | $ 82 | $ 371 | $ 212 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Contract Liabilities (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Accounting Policies [Abstract] | |
Beginning balance | $ 106 |
Revenue recognized | (371) |
Revenue deferred | 438 |
Ending balance | $ 173 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Prepaid Expense, Current [Abstract] | ||
Prepaid expenses and other current assets | $ 3,608 | $ 4,565 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
May 31, 2023 USD ($) ft² | Sep. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Lessee, Lease, Description [Line Items] | ||||
Impairment loss | $ 384 | |||
Write-down in right-of-use asset | $ 1,753 | 1,753 | $ 2,596 | |
Sublease Agreement | ||||
Lessee, Lease, Description [Line Items] | ||||
Impairment loss | 0 | 384 | ||
Write-down in right-of-use asset | 325 | 325 | ||
Leasehold improvements | $ 59 | $ 59 | ||
Larkspur, California | Sublease Agreement | ||||
Lessee, Lease, Description [Line Items] | ||||
Lessee area of operating lease | ft² | 5,716 | |||
Operating lease commencement date | Jun. 01, 2023 | |||
Operating lease expiration period | 2026-11 | |||
Sublease exchange amount per month | $ 23 | |||
Sublease increased percentage | 4% |
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, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued bonus | $ 1,697 | $ 2,819 |
Accrued royalties | 144 | 110 |
Accrued wages and benefits | 942 | 1,281 |
Accrued clinical study expenses | 12 | 292 |
Accrued consulting service expenses | 111 | 401 |
Other accrued expenses | 479 | 713 |
Total | $ 3,385 | $ 5,616 |
Corporate Bond - Additional Inf
Corporate Bond - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Mar. 31, 2019 | |
Debt Instrument [Line Items] | ||||||
Corporate bond | $ 5,000 | $ 5,000 | $ 5,000 | |||
Corporate Bond Securities | ||||||
Debt Instrument [Line Items] | ||||||
Amortization expense | $ 55 | $ 50 | $ 164 | $ 147 | ||
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, 2023 | Dec. 31, 2022 |
Subordinated Borrowings [Abstract] | ||
Corporate bond | $ 5,000 | $ 5,000 |
Unamortized discount on corporate bond | (3,001) | (3,166) |
Corporate bond, net of discount | $ 1,999 | $ 1,834 |
Note Payable - Additional Infor
Note Payable - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||||
Interest expense, debt | $ 582 | $ 496 | $ 1,839 | $ 866 | |
Interest rate | 12.30% | 10% | 12.30% | 10% | |
Selling, general and administrative expense | $ 13,936 | $ 16,911 | $ 37,595 | $ 47,250 | |
Note payable, short term | 7,500 | 7,500 | $ 4,375 | ||
Loan and Security Agreement | |||||
Debt Instrument [Line Items] | |||||
Outstanding principal amount | 12,500 | 12,500 | |||
Interest expense, debt | 118 | 128 | 392 | 211 | |
Selling, general and administrative expense | $ 0 | $ 57 | $ 42 | $ 114 |
Note Payable - Schedule of Carr
Note Payable - Schedule of Carrying Amount of Note Payable (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Note payable, short term | $ (7,500) | $ (4,375) |
Final payment | 750 | |
Note payable, long term (net of debt issuance costs) | 5,209 | $ 10,442 |
Note Payable | ||
Debt Instrument [Line Items] | ||
Outstanding principal | 12,500 | |
Note payable, short term | (7,500) | |
Final payment | 750 | |
Unamortized debt issuance costs | (541) | |
Note payable, long term (net of debt issuance costs) | $ 5,209 |
Note Payable - Future Minimum P
Note Payable - Future Minimum Principal Payments Due (Details) - Loan and Security Agreement $ in Thousands | Sep. 30, 2023 USD ($) |
Debt Instrument [Line Items] | |
Remainder of 2023 | $ 1,875 |
2024 | 7,500 |
2025 | 3,125 |
Outstanding principal | $ 12,500 |
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, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total | $ 1,655 | $ 3,153 | $ 6,251 | $ 7,192 |
Research and Development | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total | 557 | 1,312 | 1,865 | 2,762 |
Selling, General and Administrative | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total | $ 1,098 | $ 1,841 | $ 4,386 | $ 4,430 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 USD ($) Employees | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) Employees $ / shares | Sep. 30, 2022 USD ($) $ / shares | |
Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award [Table] | ||||
Stock-based compensation | $ 1,655 | $ 3,153 | $ 6,251 | $ 7,192 |
Terminated employees | Employees | 26 | 69 | ||
Weighted average grant-date fair value of stock options granted to employees | $ / shares | $ 1.22 | $ 7.79 | ||
Aggregate intrinsic value of stock option awards exercised | $ 40 | $ 445 | ||
Incremental compensation expenses | $ 71 | 208 | ||
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 | 1,919 | $ 1,919 | ||
Unrecognized compensation cost, expected to be recognized over a weighted-average period | 2 years 10 months 24 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 | 4,249 | $ 4,249 | ||
Unrecognized compensation cost, expected to be recognized over a weighted-average period | 1 year 9 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 | 328 | $ 490 | ||
Maximum | ||||
Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award [Table] | ||||
Option vesting period | 2 years | |||
Minimum | ||||
Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award [Table] | ||||
Option vesting period | 3 months | |||
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 | $ 10,990 | $ 10,990 | ||
Unrecognized compensation cost, expected to be recognized over a weighted-average period | 2 years 3 months 18 days |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock Option Activity and Related Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Number of Options, Beginning Balance | 12,190,970 | |
Number of Options, Granted | 2,083,600 | |
Number of Options, Cancelled | (2,558,526) | |
Number of Options, Exercised | (28,778) | |
Number of Options, Ending Balance | 11,687,266 | 12,190,970 |
Number of Options, Exercisable | 7,175,960 | |
Number of Options, Options Vested and Expected to Vest | 11,687,266 | |
Weighted Average Exercise Price Per Share, Beginning Balance | $ 3.98 | |
Weighted Average Exercise Price Per Share, Granted | 1.52 | |
Weighted Average Exercise Price Per Share, Cancelled | 3.56 | |
Weighted Average Exercise Price Per Share, Exercised | 0.03 | |
Weighted Average Exercise Price Per Share, Ending Balance | 3.62 | $ 3.98 |
Weighted Average Exercise Price Per Share, Exercisable | 3.76 | |
Weighted Average Exercise Price Per Share, Options Vested and Expected to Vest | $ 3.62 | |
Weighted Average Remaining Contractual Term (in Years), Balance | 6 years 10 months 24 days | 7 years 4 months 9 days |
Weighted Average Remaining Contractual Term (in Years), Exercisable | 5 years 7 months 6 days | |
Weighted Average Remaining Contractual Term (in Years), Options vested and expected to vest | 6 years 10 months 24 days | |
Aggregate Intrinsic Value, Balance | $ 112 | |
Aggregate Intrinsic Value, Exercisable | 112 | |
Aggregate Intrinsic Value, Options vested and expected to vest | $ 112 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Stock Option Activity Weighted Average Assumptions (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Equity [Abstract] | ||
Fair value of common stock | $ 1.52 | $ 10.06 |
Expected volatility | 100.03% | 96.21% |
Expected term (in years) | 6 years 1 month 6 days | 6 years 10 days |
Risk-free interest rate | 3.82% | 1.73% |
Expected dividend yield | 0% | 0% |
Stock-Based Compensation - The
Stock-Based Compensation - The Summary of RSU and PSU Activity (Details) | 9 Months Ended |
Sep. 30, 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 | 1,156,325 |
Vested | shares | (266,279) |
Forfeited | shares | (541,080) |
Ending Balance | shares | 1,150,367 |
Beginning Balance, Weighted-Average Grant Date Fair Value | $ / shares | $ 2.3 |
Granted, Weighted-Average Grant Date Fair Value | $ / shares | 1.53 |
Vested, Weighted-Average Grant Date Fair Value | $ / shares | 2.03 |
Forfeited, Weighted-Average Grant Date Fair Value | $ / shares | 1.79 |
Ending Balance, Weighted-Average Grant Date Fair Value | $ / shares | $ 1.82 |
Performance Stock Units (PSUs) | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Beginning Balance | shares | 4,554,408 |
Forfeited | shares | (284,650) |
Ending Balance | shares | 4,269,758 |
Beginning Balance, Weighted-Average Grant Date Fair Value | $ / shares | $ 1.5 |
Forfeited, Weighted-Average Grant Date Fair Value | $ / shares | 1.5 |
Ending Balance, Weighted-Average Grant Date Fair Value | $ / shares | $ 1.5 |
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 | Sep. 30, 2023 | Dec. 31, 2022 |
Assets | ||
Short-term investments | $ 12,482 | $ 82,034 |
Fair Value, Measurements, Recurring | ||
Assets | ||
Total assets | 70,733 | 114,863 |
Long-term liabilities: | ||
Total liabilities | 1,841 | 5,513 |
Fair Value, Measurements, Recurring | Earn-Out Liabilities | ||
Long-term liabilities: | ||
Total liabilities | 1,841 | 5,513 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 1 | ||
Assets | ||
Total assets | 70,733 | 114,863 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 3 | ||
Long-term liabilities: | ||
Total liabilities | 1,841 | 5,513 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 3 | Earn-Out Liabilities | ||
Long-term liabilities: | ||
Total liabilities | 1,841 | 5,513 |
Fair Value, Measurements, Recurring | Money Market Funds | ||
Assets | ||
Cash equivalents | 58,251 | 32,829 |
Fair Value, Measurements, Recurring | Money Market Funds | Fair Value, Inputs, Level 1 | ||
Assets | ||
Cash equivalents | 58,251 | 32,829 |
Fair Value, Measurements, Recurring | US Treasury Securities | ||
Assets | ||
Short-term investments | 12,482 | 82,034 |
Fair Value, Measurements, Recurring | US Treasury Securities | Fair Value, Inputs, Level 1 | ||
Assets | ||
Short-term investments | $ 12,482 | $ 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) | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Business Acquisition [Line Items] | |
Fair value as of December 31, 2022 | $ 5,513 |
Change in fair value | (3,672) |
Fair value as of March 31, 2023 | 1,841 |
Earn-Out Shareholders | |
Business Acquisition [Line Items] | |
Fair value as of December 31, 2022 | 4,778 |
Change in fair value | (3,182) |
Fair value as of March 31, 2023 | 1,596 |
Earn-Out Service Providers | |
Business Acquisition [Line Items] | |
Fair value as of December 31, 2022 | 735 |
Change in fair value | (490) |
Fair value as of March 31, 2023 | $ 245 |
Fair Value of Financial Asset_5
Fair Value of Financial Assets and Liabilities - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | |||||
Fair value, transfers of financial instruments between levels | $ 0 | ||||
Unrealized loss on short-term Investments in other comprehensive loss | $ 25,000 | $ 14,000 | $ 21,000 | $ 7,000 | |
Earn-out shares, share price | $ 0.55 | $ 0.55 | |||
Earn-out shares, expected term | 3 years 10 months 24 days | ||||
Earn-out shares, expected volatility rate | 120% | 120% | |||
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 | $ 1,841,000 | $ 1,841,000 | $ 5,513,000 | ||
Short-Term Investments | |||||
Business Acquisition [Line Items] | |||||
Unrealized loss on short-term Investments in other comprehensive loss | $ 21,000 | ||||
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 | Minimum | |||||
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 Income (Loss) Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Numerator: | ||||
Net income (loss) attributable to common stockholders - basic | $ (15,876) | $ 50,839 | $ (48,346) | $ (2,224) |
Dividends on Series D convertible preferred stock | 1,598 | |||
Redemption value of Series D convertible preferred stock | 799 | 3,692 | ||
Net income (loss) attributable to common stockholders - diluted | $ (15,876) | $ 53,236 | $ (48,346) | $ (2,224) |
Denominator: | ||||
Weighted average common stock outstanding - basic | 78,217,870 | 36,920,116 | 78,149,517 | 13,690,186 |
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 | 78,217,870 | 69,830,970 | 78,149,517 | 13,690,186 |
Net income (loss) per share attributable to common stockholders - basic | $ (0.2) | $ 1.38 | $ (0.62) | $ (0.16) |
Net income (loss) per share attributable to common stockholders - diluted | $ (0.2) | $ 0.76 | $ (0.62) | $ (0.16) |
Net Loss Per Share - Summary _2
Net 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, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share amount | 24,777,430 | 9,065,656 | 24,777,430 | 17,292,091 |
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 | 133,578 | 242,924 | |
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 | 11,687,266 | 1,529,195 | 11,687,266 | 9,512,706 |
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 | 7,536,461 | 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 | 1,150,367 | 1,150,367 | ||
Unvested PSUs | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share amount | 4,269,758 | 4,269,758 |
Restructuring Charges - Additio
Restructuring Charges - Additional Information (Details) $ in Thousands | 9 Months Ended | ||
Sep. 13, 2023 | Jan. 12, 2023 | Sep. 30, 2023 USD ($) Employees | |
Pipeline Programs | |||
Restructuring Cost and Reserve [Line Items] | |||
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% | ||
Field Sales Force | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring operations announcement date | Sep. 13, 2023 | ||
Restructuring charge | $ | $ 2,461 | ||
Number of employees related to restructuring | Employees | 47 | ||
Percentage of employee base at time of restructuring | 40% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) | 3 Months Ended | 9 Months Ended | |||
Nov. 09, 2023 USD ($) | Oct. 12, 2023 Installment shares | Oct. 05, 2023 shares | Dec. 31, 2023 USD ($) | Sep. 30, 2023 USD ($) shares | |
Subsequent Event [Line Items] | |||||
Forfeit shares | shares | 2,558,526 | ||||
Subsequent Event | Edward Dr. Martucci | |||||
Subsequent Event [Line Items] | |||||
Forfeit shares | shares | 2,241,624 | ||||
Reversal of stock-based compensation | $ 1,124,000 | ||||
Subsequent Event | CEO Mr. Franklin | |||||
Subsequent Event [Line Items] | |||||
Number of semiannual installments | Installment | 8 | ||||
Option vesting period | 4 years | ||||
Subsequent Event | CEO Mr. Franklin | Common Stock | |||||
Subsequent Event [Line Items] | |||||
Maximum shares to be issued upon vesting of stock options | shares | 1,057,180 | ||||
Boston Office Space | |||||
Subsequent Event [Line Items] | |||||
Office space lease expiration date | 2023-12 | ||||
Boston Office Space | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Sum of license fee agreed to pay per month | $ 9,000 | ||||
Effective date of new agreement | Jan. 01, 2024 | ||||
New agreement term | 1 year | ||||
Renewal term of new agreement | 1 year | ||||
License Development and Commercialization Agreement | Tali Digital Limited | |||||
Subsequent Event [Line Items] | |||||
Payments for royalties | $ 0 | ||||
Payments for out of pocket costs | $ 0 |