Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 31, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | SINGULAR GENOMICS SYSTEMS, INC. | |
Entity Central Index Key | 0001850906 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Trading Symbol | OMIC | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 72,058,523 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity File Number | 001-40443 | |
Entity Tax Identification Number | 81-2948451 | |
Entity Address, Address Line One | 10931 N. Torrey Pines Road | |
Entity Address, Address Line Two | Suite #100 | |
Entity Address, City or Town | La Jolla | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92037 | |
City Area Code | 858 | |
Local Phone Number | 333-7830 | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Security Exchange Name | NASDAQ | |
Entity Incorporation, State or Country Code | DE |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 239,263 | $ 11,688 |
Short-term investments | 117,750 | 15,231 |
Prepaid expenses and other current assets | 7,214 | 652 |
Total current assets | 364,227 | 27,571 |
Property and equipment, net | 4,917 | 2,368 |
Restricted cash | 687 | 482 |
Other noncurrent assets | 1,000 | 81 |
Total assets | 370,831 | 30,502 |
Current liabilities: | ||
Accounts payable | 2,390 | 427 |
Accrued expenses | 3,443 | 1,592 |
Current portion of long term debt, net of issuance costs | 0 | 926 |
Warrant liability | 0 | 451 |
Other current liabilities | 158 | 294 |
Total current liabilities | 5,991 | 3,690 |
Long-term debt, net of issuance costs | 9,868 | 8,469 |
Other noncurrent liabilities | 2,904 | 714 |
Total liabilities | 18,763 | 12,873 |
Commitments and contingencies (Note 7) | ||
Stockholders' equity (deficit): | ||
Common stock, $0.0001 par value; 400,000,000 and 60,272,685 shares authorized, 71,934,170 and 10,816,937 of shares outstanding at September 30, 2021 and December 31, 2020, respectively | 7 | 1 |
Additional paid-in capital | 484,202 | 1,552 |
Accumulated other comprehensive (loss) gain | (5) | 17 |
Accumulated deficit | (132,136) | (53,125) |
Total stockholders' equity (deficit) | 352,068 | (51,555) |
Total liabilities, convertible preferred stock and stockholders' equity | 370,831 | 30,502 |
Series Seed Convertible Preferred Stock [Member] | ||
Current liabilities: | ||
Convertible preferred stock, par value: | 0 | 4,486 |
Series A Convertible Preferred Stock [Member] | ||
Current liabilities: | ||
Convertible preferred stock, par value: | 0 | 19,908 |
Series B Convertible Preferred Stock [Member] | ||
Current liabilities: | ||
Convertible preferred stock, par value: | $ 0 | $ 44,790 |
Condensed Balance Sheets (Una_2
Condensed Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Temporary equity, shares authorized | 39,020,122 | |
Common stock, par value per share | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 400,000,000 | 60,272,685 |
Common stock, shares outstanding | 71,934,170 | 10,816,937 |
Series Seed Convertible Preferred Stock [Member] | ||
Temporary equity, par value per share | $ 0.0001 | $ 0.0001 |
Temporary equity, shares authorized | 6,520,790 | 6,520,790 |
Temporary equity, shares issued | 0 | 6,520,790 |
Temporary equity, shares outstanding | 0 | 6,520,790 |
Temporary equity, liquidation preference | $ 0 | $ 4,499,998 |
Series A Convertible Preferred Stock [Member] | ||
Temporary equity, par value per share | $ 0.0001 | $ 0.0001 |
Temporary equity, shares authorized | 12,932,429 | 12,932,429 |
Temporary equity, shares issued | 0 | 12,932,429 |
Temporary equity, shares outstanding | 0 | 12,932,429 |
Temporary equity, liquidation preference | $ 0 | $ 20,000,002 |
Series B Convertible Preferred Stock [Member] | ||
Temporary equity, par value per share | $ 0.0001 | $ 0.0001 |
Temporary equity, shares authorized | 19,566,903 | 19,566,903 |
Temporary equity, shares issued | 0 | 19,373,169 |
Temporary equity, shares outstanding | 0 | 19,373,169 |
Temporary equity, liquidation preference | $ 0 | $ 44,999,997 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Operating expenses: | ||||
Research and development | $ 8,910 | $ 6,080 | $ 23,200 | $ 15,431 |
Selling, General and Administrative | 8,551 | 1,698 | 18,406 | 4,518 |
Total operating expenses | 17,461 | 7,778 | 41,606 | 19,949 |
Loss from operations | (17,461) | (7,778) | (41,606) | (19,949) |
Other income (expense): | ||||
Interest income | 91 | 76 | 223 | 444 |
Interest expense | (234) | (202) | (654) | (503) |
Change in fair value of convertible promissory notes | 0 | 35,199 | 0 | |
Change in fair value of warrant liability | 0 | (49) | (2,180) | (49) |
Other (expense) income | (7) | 20 | 405 | 24 |
Net loss | $ (17,611) | $ (7,933) | $ (79,011) | $ (20,033) |
Basic and diluted net loss per share | $ (0.25) | $ (0.74) | $ (2.05) | $ (1.91) |
Weighted-average shares used in computing net loss per share, basic and diluted | 71,721,861 | 10,726,496 | 38,553,685 | 10,507,732 |
Condensed Statements of Compreh
Condensed Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Net loss | $ (17,611) | $ (7,933) | $ (79,011) | $ (20,033) |
Other comprehensive loss: | ||||
Unrealized (loss) gain on available-for-sale securities | (22) | (6) | (22) | 24 |
Comprehensive loss | $ (17,633) | $ (7,939) | $ (79,033) | $ (20,009) |
Condensed Statements of Preferr
Condensed Statements of Preferred Stock and Stockholders' Equity/(Deficit) (Unaudited) - USD ($) $ in Thousands | Total | Series Seed Convertible Preferred Stock [Member] | Series A Convertible Preferred Stock [Member] | Series B Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Gain (Loss) | Accumulated Deficit [Member] |
Temporary equity, Balance at Dec. 31, 2019 | $ 4,486 | $ 19,908 | $ 44,820 | |||||
Temporary equity, Balance (in shares) at Dec. 31, 2019 | 6,520,790 | 12,932,429 | 19,373,169 | |||||
Balance at Dec. 31, 2019 | $ (24,725) | $ 1 | $ 440 | $ 14 | $ (25,180) | |||
Balance (in shares) at Dec. 31, 2019 | 10,063,023 | |||||||
Vesting of restricted common stock (in shares) | 420,833 | |||||||
Vesting of common stock issued for early exercise of stock options | 8 | 8 | ||||||
Vesting of common stock issued for early exercise of stock options (in shares) | 6,445 | |||||||
Issuance of common stock in connection with exercise of stock options | 4 | 4 | ||||||
Issuance of common stock in connection with exercise of stock options (in shares) | 18,124 | |||||||
Stock-based compensation | 239 | 239 | ||||||
Unrealized gain (loss) on available- for-sale marketable securities | (542) | (542) | ||||||
Net loss | (6,847) | |||||||
Temporary equity, Balance at Mar. 31, 2020 | $ 4,486 | $ 19,908 | $ 44,820 | |||||
Temporary equity, Balance (in shares) at Mar. 31, 2020 | 6,520,790 | 12,932,429 | 19,373,169 | |||||
Balance at Mar. 31, 2020 | (30,269) | $ 1 | 691 | (528) | (30,433) | |||
Balance (in shares) at Mar. 31, 2020 | 10,508,425 | |||||||
Temporary equity, Balance at Dec. 31, 2019 | $ 4,486 | $ 19,908 | $ 44,820 | |||||
Temporary equity, Balance (in shares) at Dec. 31, 2019 | 6,520,790 | 12,932,429 | 19,373,169 | |||||
Balance at Dec. 31, 2019 | (24,725) | $ 1 | 440 | 14 | (25,180) | |||
Balance (in shares) at Dec. 31, 2019 | 10,063,023 | |||||||
Net loss | (20,033) | |||||||
Temporary equity, Balance at Sep. 30, 2020 | $ 4,486 | $ 19,908 | $ 44,790 | |||||
Temporary equity, Balance (in shares) at Sep. 30, 2020 | 6,520,790 | 12,932,429 | 19,373,169 | |||||
Balance at Sep. 30, 2020 | (43,933) | $ 1 | 1,242 | 38 | (45,213) | |||
Balance (in shares) at Sep. 30, 2020 | 10,788,091 | |||||||
Temporary equity, Balance at Mar. 31, 2020 | $ 4,486 | $ 19,908 | $ 44,820 | |||||
Temporary equity, Balance (in shares) at Mar. 31, 2020 | 6,520,790 | 12,932,429 | 19,373,169 | |||||
Balance at Mar. 31, 2020 | (30,269) | $ 1 | 691 | (528) | (30,433) | |||
Balance (in shares) at Mar. 31, 2020 | 10,508,425 | |||||||
Vesting of restricted common stock (in shares) | 229,167 | |||||||
Vesting of common stock issued for early exercise of stock options | 7 | 7 | ||||||
Vesting of common stock issued for early exercise of stock options (in shares) | 8,143 | |||||||
Issuance of common stock in connection with exercise of stock options | 2 | 2 | ||||||
Issuance of common stock in connection with exercise of stock options (in shares) | 3,330 | |||||||
Stock-based compensation | 260 | 260 | ||||||
Unrealized gain (loss) on available- for-sale marketable securities | 572 | 572 | ||||||
Net loss | (6,847) | |||||||
Temporary equity, Balance at Jun. 30, 2020 | $ 4,486 | $ 19,908 | $ 44,820 | |||||
Temporary equity, Balance (in shares) at Jun. 30, 2020 | 6,520,790 | 12,932,429 | 19,373,169 | |||||
Balance at Jun. 30, 2020 | (36,275) | $ 1 | 960 | 44 | (37,280) | |||
Balance (in shares) at Jun. 30, 2020 | 10,749,065 | |||||||
Conversion of preferred stock into common stock, issued | $ 30 | |||||||
Vesting of common stock issued for early exercise of stock options | 7 | 7 | ||||||
Vesting of common stock issued for early exercise of stock options (in shares) | 11,918 | |||||||
Issuance of common stock in connection with exercise of stock options | 4 | 4 | ||||||
Issuance of common stock in connection with exercise of stock options (in shares) | 27,108 | |||||||
Stock-based compensation | 270 | 271 | ||||||
Unrealized gain (loss) on available- for-sale marketable securities | (6) | (6) | ||||||
Net loss | (7,933) | (7,933) | ||||||
Temporary equity, Balance at Sep. 30, 2020 | $ 4,486 | $ 19,908 | $ 44,790 | |||||
Temporary equity, Balance (in shares) at Sep. 30, 2020 | 6,520,790 | 12,932,429 | 19,373,169 | |||||
Balance at Sep. 30, 2020 | (43,933) | $ 1 | 1,242 | 38 | (45,213) | |||
Balance (in shares) at Sep. 30, 2020 | 10,788,091 | |||||||
Temporary equity, Balance at Dec. 31, 2020 | $ 4,486 | $ 19,908 | $ 44,790 | |||||
Temporary equity, Balance (in shares) at Dec. 31, 2020 | 6,520,790 | 12,932,429 | 19,373,169 | |||||
Balance at Dec. 31, 2020 | (51,555) | $ 1 | 1,552 | 17 | (53,125) | |||
Balance (in shares) at Dec. 31, 2020 | 10,816,937 | |||||||
Vesting of common stock issued for early exercise of stock options | 92 | 92 | ||||||
Vesting of common stock issued for early exercise of stock options (in shares) | 151,343 | |||||||
Issuance of common stock in connection with exercise of stock options | 995 | 995 | ||||||
Issuance of common stock in connection with exercise of stock options (in shares) | 1,855,904 | |||||||
Stock-based compensation | 1,096 | 1,096 | ||||||
Unrealized gain (loss) on available- for-sale marketable securities | (49) | (49) | ||||||
Net loss | (23,921) | (23,921) | ||||||
Temporary equity, Balance at Mar. 31, 2021 | $ 4,486 | $ 19,908 | $ 44,790 | |||||
Temporary equity, Balance (in shares) at Mar. 31, 2021 | 6,520,790 | 12,932,429 | 19,373,169 | |||||
Balance at Mar. 31, 2021 | (73,342) | $ 1 | 3,735 | (32) | (77,046) | |||
Balance (in shares) at Mar. 31, 2021 | 12,824,184 | |||||||
Temporary equity, Balance at Dec. 31, 2020 | $ 4,486 | $ 19,908 | $ 44,790 | |||||
Temporary equity, Balance (in shares) at Dec. 31, 2020 | 6,520,790 | 12,932,429 | 19,373,169 | |||||
Balance at Dec. 31, 2020 | $ (51,555) | $ 1 | 1,552 | 17 | (53,125) | |||
Balance (in shares) at Dec. 31, 2020 | 10,816,937 | |||||||
Conversion of preferred stock into common stock, converted (in shares) | (38,826,388) | (6,520,790) | ||||||
Issuance of common stock in connection with exercise of stock options (in shares) | 5,415,875 | |||||||
Net loss | $ (79,011) | |||||||
Temporary equity, Balance (in shares) at Sep. 30, 2021 | 0 | 0 | 0 | |||||
Balance at Sep. 30, 2021 | 352,068 | $ 7 | 484,202 | (5) | (132,136) | |||
Balance (in shares) at Sep. 30, 2021 | 71,934,170 | |||||||
Temporary equity, Balance at Mar. 31, 2021 | $ 4,486 | $ 19,908 | $ 44,790 | |||||
Temporary equity, Balance (in shares) at Mar. 31, 2021 | 6,520,790 | 12,932,429 | 19,373,169 | |||||
Balance at Mar. 31, 2021 | (73,342) | $ 1 | 3,735 | (32) | (77,046) | |||
Balance (in shares) at Mar. 31, 2021 | 12,824,184 | |||||||
Conversion of preferred stock into common stock, converted | (69,184) | $ 4,486 | $ 19,908 | $ 44,790 | $ (4) | (69,180) | ||
Conversion of preferred stock into common stock, converted (in shares) | 6,520,790 | 12,932,429 | 19,373,169 | (38,826,388) | ||||
Conversion of the 2021 Notes into common stock | 165,699 | $ 1 | 165,698 | |||||
Conversion of the 2021 Notes into common stock (in shares) | 7,531,777 | |||||||
Issuance of common stock upon initial public offering, net of issuance costs | 237,199 | $ 1 | 237,198 | |||||
Issuance of common stock upon initial public offering, net of issuance costs (in shares) | 11,730,000 | |||||||
Cashless exercise of common stock warrant | 2,631 | |||||||
Cashless exercise of common stock warrant (in shares) | 117,088 | |||||||
Vesting of common stock issued for early exercise of stock options | 230 | 230 | ||||||
Vesting of common stock issued for early exercise of stock options (in shares) | 378,146 | |||||||
Issuance of common stock in connection with exercise of stock options | 66 | 66 | ||||||
Issuance of common stock in connection with exercise of stock options (in shares) | 118,744 | |||||||
Stock-based compensation | 2,341 | 2,341 | ||||||
Unrealized gain (loss) on available- for-sale marketable securities | 49 | 49 | ||||||
Net loss | (37,479) | (37,479) | ||||||
Balance at Jun. 30, 2021 | 366,578 | $ 7 | 481,079 | 17 | (114,525) | |||
Balance (in shares) at Jun. 30, 2021 | 71,526,327 | |||||||
Vesting of common stock issued for early exercise of stock options | 236 | 236 | ||||||
Vesting of common stock issued for early exercise of stock options (in shares) | 382,040 | |||||||
Issuance of common stock in connection with exercise of stock options | 28 | 28 | ||||||
Issuance of common stock in connection with exercise of stock options (in shares) | 25,803 | |||||||
Stock-based compensation | 2,859 | 2,859 | ||||||
Unrealized gain (loss) on available- for-sale marketable securities | (22) | (22) | ||||||
Net loss | (17,611) | (17,611) | ||||||
Temporary equity, Balance (in shares) at Sep. 30, 2021 | 0 | 0 | 0 | |||||
Balance at Sep. 30, 2021 | $ 352,068 | $ 7 | $ 484,202 | $ (5) | $ (132,136) | |||
Balance (in shares) at Sep. 30, 2021 | 71,934,170 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Operating activities | ||
Net loss | $ (79,011) | $ (20,033) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation | 769 | 441 |
Loss on disposal of property and equipment | 94 | 0 |
Stock-based compensation | 6,296 | 770 |
Change in fair value of convertible promissory notes | 35,199 | 0 |
Change in fair value of warrant liability | 2,180 | 49 |
Amortization of premium on short -term investments | 1,364 | 74 |
Accretion of debt issuance costs | 243 | 157 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (6,025) | (345) |
Other long-term assets | (919) | 0 |
Accounts payable | 1,643 | (5) |
Accrued expenses | 1,851 | 858 |
Other current liabilities | (136) | 91 |
Other noncurrent liabilities | 450 | 56 |
Net cash used in operating activities | (36,002) | (17,887) |
Investing activities | ||
Purchases of short-term investments | (146,070) | (6,086) |
Sales of short-term investments | 26,579 | 15,433 |
Maturities of shot-term investments | 15,049 | 8,146 |
Purchases of property and equipment | (3,094) | (1,143) |
Net cash (used) in / provided by investing activities | (107,536) | 16,350 |
Financing activities | ||
Proceeds from initial public offering, net of issuance costs | 237,199 | |
Proceeds from issuance of convertible promisorry notes | 130,500 | 0 |
Proceeds from issuance of debt | 10,500 | 7,500 |
Proceeds from exercise of stock options, net of repurchases | 3,519 | 17 |
Repayments of debt principal and issuance costs in connection with refinancing | (10,400) | |
Issuance costs in connection with Series B convertible preferred stock | (30) | |
Net cash provided by financing activities | 371,318 | 7,487 |
Increase in cash and cash equivalents and restricted cash | 227,780 | 5,950 |
Cash and cash equivalents and restricted cash, beginning of year | 12,170 | 5,523 |
Cash and cash equivalents and restricted cash, end of year | 239,950 | 11,473 |
Supplemental disclosure for cash activities | ||
Interest paid | 449 | 312 |
Supplemental disclosure for non-cash activities | ||
Vesting of restricted stock | 558 | 22 |
Conversion of preferred stock to common stock | 69,184 | 0 |
Conversion of convertible promissory notes to common stock | 165,699 | 0 |
Purchase of property plant and equipment included in accounts payable | 319 | 66 |
Warrants issued in connection with issuance of long-term debt | $ 0 | $ 189 |
Business
Business | 9 Months Ended |
Sep. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business And Basis of Presentation | 1. Business Description of Business Singular Genomics Systems, Inc. (the “Company”) is a life science technology company that is leveraging novel next-generation sequencing (“NGS”) and multiomics technology to build products that are designed to empower researchers and clinicians to advance science and medicine. The Company developed a novel and proprietary NGS technology, which it refers to as its Sequencing Engine. This Sequencing Engine is the foundational platform technology that forms the basis of the Company’s products in development. The Company is currently developing two integrated solutions that are purpose-built to target specific applications. Its first integrated solution is targeted at the NGS market and comprises the G4 Instrument and an associated menu of consumable kits, which is referred to collectively as the G4 Integrated Solution. The G4 Instrument is a benchtop next-generation sequencer designed to produce fast and accurate genetic sequencing results. The integrated purpose-built kits that run on the G4 Instrument address specific applications in fast-growing markets including oncology and immune profiling. The Company’s second integrated solution in development comprises the PX Instrument and an associated menu of consumable kits, which is referred to collectively as the PX Integrated Solution. Leveraging sequencing as a universal readout, the PX Integrated Solution combines single-cell analysis, spatial analysis, genomics and proteomics in one integrated instrument providing a versatile multiomics solution. The Company was incorporated in the state of Delaware in June 2016 and has its principal operations in La Jolla, California. Initial Public Offering On June 1, 2021, the Company closed its initial public offering (“ IPO”) in which it sold 11,730,000 shares of common stock (which included 1,530,000 shares that were sold pursuant to the full exercise of the IPO underwriters’ option to purchase additional shares) at a public offering price of $ 22.00 per share. The Company received net proceeds of approximately $ 237.2 million after deducting offering costs, underwriting discounts and commissions of $ 20.9 million. Concurrent with the closing of the IPO: 38,826,388 outstanding shares of convertible preferred stock converted into an equivalent number of shares of common stock; outstanding principal and interest amount of convertible promissory notes (the “2021 Convertible Notes” ) converted into 7,531,777 shares of common stock; and a warrant to purchase 129,156 shares of convertible preferred stock (the “SVB Warrant”) was automatically adjusted to become a warrant to purchase an equivalent number of shares of common stock. Liquidity and Capital Resources The Company has incurred net losses since inception and, as of September 30, 2021 and December 31, 2020, had an accumulated deficit of $132.1 million and $53.1 million, respectively. The Company has a limited operating history and the revenue and income potential of the Company’s business are unproven. From incorporation in June 2016 through September 30, 2021, substantially all of the Company’s operations have been funded by the sales of equity securities and issuances of debt. As of September 30, 2021, the Company had cash, cash equivalents and short-term investments of $ 357.0 million . The Company believes that its cash, cash equivalents and short-term investments as of September 30, 2021 are sufficient to fund its operations for at least 12 months from the issuance date of the accompanying unaudited condensed financial statements . |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation and Use of Estimates The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and disclosures required by GAAP for annual financial statements have been omitted. In the opinion of management, all adjustments, consisting of normal recurring adjustments considered necessary for fair presentation, have been included. Interim financial results are not necessarily indicative of results anticipated for the full year. The preparation of the Company’s unaudited condensed financial statements requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in the Company’s unaudited condensed financial statements and accompanying notes. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may significantly differ from these estimates and assumptions. Significant estimates and assumptions include the fair value of the 2021 Convertible Notes, the fair value of the liability for the SVB Warrant, the fair value of the Company’s preferred and common stock, stock-based compensation and the useful lives of property and equipment. Cash, Cash Equivalents and Restricted Cash Cash and Cash Equivalents Cash and cash equivalents include cash readily available in checking, savings, money market and sweep accounts. The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. Restricted Cash Restricted cash is held in a separate restricted bank account as the collateral for the security deposits on three executed lease agreements and as the collateral on the Company’s corporate credit card program. The Company has classified restricted cash as noncurrent on its balance sheets. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the balance sheets (in thousands): September 30, December 31, Cash and cash equivalents $ 239,263 $ 11,688 Restricted cash 687 482 Total $ 239,950 $ 12,170 Concentration of Credit Risk Financial instruments, which potentially subject the Company to a concentration of credit risk, consist primarily of cash, cash equivalents and short-term investments. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts and management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. Short-term Investments As of September 30, 2021 and December 31, 2020, short-term investments primarily consisted of corporate debt securities and asset-backed securities. The Company classifies its investments in securities as available-for-sale because, for accounting purposes, they are not considered to be either held-to-maturity securities or trading securities. They are not considered to be held-to-maturity securities because the Company does not have the positive intent to hold those securities to maturity. They are not considered trading securities because they are not acquired with the intent of selling them within hours or days. The Company’s investments in securities are classified as current as they are available for use in current operations. Short-term investments are carried at fair value with the unrealized gains and losses included in other comprehensive income (loss) as a component of stockholders’ equity until realized. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity and recorded as interest income. Realized gains and losses are determined using the specific identification method and are included in other income (expense). The following tables summarize the short-term investments held at September 30, 2021 and December 31, 2020 (in thousands): September 30, 2021 Amortized Gross Estimated Asset-backed securities $ 28,377 $ ( 9 ) $ 28,368 Corporate debt securities 89,378 4 89,382 $ 117,755 $ ( 5 ) $ 117,750 December 31, 2020 Amortized Gross Estimated Asset-backed securities $ 3,938 $ 5 $ 3,943 Corporate debt securities 11,276 12 11,288 $ 15,214 $ 17 $ 15,231 The following table summarizes contractual maturities of available-for-sale securities held at September 30, 2021 and December 31, 2020 (in thousands): September 30, December 31, Estimated Estimated Due within one year $ 85,263 $ 9,559 After one but within five years 32,487 5,672 Total $ 117,750 $ 15,231 The Company determined there was no other-than-temporary impairment of any of its investments. Property and Equipment, Net Property and equipment, net, which consists primarily of lab equipment, computers and software, furniture and fixtures and leasehold improvements, are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets (generally three to five years ). Leasehold improvements are amortized over the remaining life of the lease or the useful life of the asset, whichever is shorter. Repairs and maintenance costs are charged to expense as incurred. Deferred Rent Rent expense is recognized on a straight-line basis over the lease term. The difference between rent expense and amounts paid under the lease agreement is deferred and recorded in other current and noncurrent liabilities in the accompanying balance sheets. Impairment of Long-lived Assets Long-lived assets consist primarily of property and equipment. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. Fair value would be assessed using discounted cash flows or other appropriate measures of fair value. The Company did no t recognize any impairment losses for the nine months ended September 30, 2021 and September 30, 2020 , respectively. Fair Value Measurements Certain assets and liabilities are carried at fair value under GAAP and consist primarily of cash, cash equivalents, short-term investments, restricted cash, accounts payable, accrued liabilities, the 2021 Convertible Notes and the SVB Warrant. The carrying amounts of cash, cash equivalents, accounts payable, and accrued liabilities approximate their fair values due to the short-term nature of these instruments. None of the Company’s non-financial assets or liabilities are recorded at fair value on a recurring basis. As permitted under Accounting Standards Codification (“ASC”) 825, Financial Instruments (“ASC 825”), the Company has elected the fair value option to account for its 2021 Convertible Not es and SVB Warrant. C hanges in the fair value of the 2021 Convertible Notes and the SVB Warrant were recorded in the statements of operations. As a result of applying the fair value option, direct costs and fees related to the 2021 Convertible Notes were recognized as incurred and not deferred. In June 2021, in connection with the IPO completion, the 2021 Convertible Notes converted into the Company’s common stock and the SVB Warrant was automatically adjusted into a warrant to purchase an equivalent number of shares of common stock. There are significant judgments and estimates inherent in the determination of the fair value of these liabilities. If the Company had made different assumptions including, among others, those related to the timing and probability of various corporate scenarios, discount rates, volatilities and exit valuations, the carrying values of the 2021 Convertible Notes and SVB Warrant, and net loss and net loss per share, could have been significantly different. Research and Development Expense The Company’s research and development expense consists primarily of: salaries, payroll taxes, employee benefits and stock-based compensation for personnel engaged in research and development activities; fees paid to consultants; license fees paid to third parties for use of their intellectual property, laboratory supplies and development materials; allocated information technology and facilities costs; and depreciation. Research and development costs are charged to expense as incurred. Patent Costs Costs related to filing and pursuing patent applications are recorded as selling, general and administrative expenses within the Company’s statements of operations and expensed as incurred since recoverability of such expenditures is uncertain . Issuance Costs Related to Equity and Debt The Company allocates issuance costs between the individual freestanding instruments identified on the same basis as proceeds were allocated. Issuance costs associated with the issuance of debt is recorded as a direct reduction of the carrying amount of the debt liability, limited to the notional value of the debt. The Company accounts for the Silicon Valley Bank loan (see Note 6) as a liability measured at amortized cost and amortizes the related debt discount to interest expense using the effective interest method over the expected term of the debt. Stock-based Compensation The Company accounts for stock-based compensation by measuring and recognizing compensation expense for all stock-based awards made to employees and non-employees based on estimated grant-date fair values. The Company uses the straight-line method to recognize compensation cost over the required service period of the award, which is generally the vesting period of the award. The Company recognizes actual forfeitures by reducing the stock-based compensation in the same period that the forfeitures occur. The Company estimates the fair value of stock-based option awards to employees and non-employees using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires the input of subjective assumptions, including the fair value of common stock, expected term, expected volatility, risk-free interest rate and expected dividend yield, which are described in greater detail below. Inputs to the Black-Scholes option pricing model are subjective and generally require the use of judgment. Changes in the assumptions can materially affect how much stock-based compensation is recognized. These inputs are as follows: Fair value of common stock — For awards granted prior to the IPO, when there was no public market for the Company’s common stock, the grant date fair value of the Company’s common stock was determined by the Company’s board of directors based in part on valuations of the Company’s common stock prepared by a third-party valuation specialist. In connection with the preparation of the financial statements for the year ended December 31, 2020, the Company performed a retrospective review of the fair value of its common stock based on information then available. For awards granted after the IPO, the fair value of common stock is the closing price per share of the Company’s common stock on the grant date as reported on the Nasdaq Global Select Market. Expected term —The expected term represents the average period that options granted are expected to be outstanding and is determined using the simplified method (based on the mid-point between the weighted-average vesting period and the end of the contractual term). The Company uses the simplified method because the Company has concluded that its historical option exercise experience does not provide a reasonable basis to estimate expected term. Expected volatility —The Company had no publicly available stock price information prior to its IPO and limited publicly available stock price information after its IPO; therefore, the Company used the historical volatility of the stock price of similar publicly traded companies. The historical volatility is calculated based on a period of time commensurate with the expected term. Risk-free interest rate —The risk-free interest rate is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term. Expected dividend yield —The Company has never paid dividends and does not intend to pay dividends in the foreseeable future. Therefore, the Company used an expected dividend yield of zero. Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and the tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized as income or expense in the period that includes the enactment date. The Company recognizes net deferred tax assets to the extent that the Company believes these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies and results of recent operations. If management determines that the Company would be able to realize its deferred tax assets in the future in excess of their net recorded amount, management would make an adjustment to the deferred tax asset valuation allowance, which would reduce any provision for income taxes. The Company records uncertain tax positions on the basis of a two-step process whereby: (i) management determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position; and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, management recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority. The Company will recognize interest and penalties related to unrecognized tax benefits within income tax expense. Comprehensive Income (Loss) Comprehensive income (loss) is defined as a change in equity during a period from transactions and other events and circumstances from non-owner sources. The only component of other comprehensive income (loss) is unrealized gain (loss) on available-for-sale securities, which have been reflected in the statements of comprehensive loss and as a separate component in the statements of preferred stock and stockholders’ equity (deficit). Net Loss per Share In periods of net loss, basic loss per share is computed by dividing net loss available to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration for potentially dilutive securities. For periods prior to the IPO, the convertible preferred stock contain non-forfeitable rights to dividends with the common stockholders, and therefore are considered to be participating securities. Outstanding stock options, the SVB Warrant, convertible preferred stock and shares of common stock subject to repurchase by the Company are excluded from the calculation of diluted net loss per common share for the periods presented as their effect would be anti-dilutive. Thus, for all periods presented, there is no difference in the number of shares used to calculate basic and diluted net loss per share. Segment Information Operating segments are components of a public entity that: (a) engage in business activities from which they may recognize revenues and incur expenses; (b) have operating results that are regularly reviewed by the chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance; and (c) have discrete financial information available. The Company views its operations and manages its business as one operating segment, and thus has one reportable segment. The Company’s long-lived assets are located in the United States. Recent Accounting Pronouncements—Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASU 2016-02”). The standard establishes a right-of-use model and requires a lessee to recognize on the balance sheet a right-of-use asset and corresponding lease liability for all leases with terms longer than 12 months. For lessees, leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 is effective for the Company’s annual periods beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, and early adoption is permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its financial statements and related disclosures. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments–Credit Losses: Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables and available-for-sale debt securities. ASU 2016-13 is effective for the Company’s annual periods beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its financial statements and related disclosures. In November 2018, the FASB issued ASU No. 2018-18 (“ASU 2018-18”), which clarifies the interaction between ASC Topic 808, Collaborative Arrangements , and ASC Topic 606, Revenue from Contracts with Customers . This guidance, among other items, clarifies that certain transactions between collaborative participants should be accounted for as revenue under Topic 606 when the collaborative arrangement participant is a customer in the context of a unit of account. ASU 2018-18 is effective for the Company’s fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. The Company does not expect the impact of the adoption of this standard to materially impact its financial statements and related disclosures. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”), as part of its initiative to reduce complexity in accounting standards. The ASU is effective for the Company’s fiscal years beginning after December 15, 2021, including interim periods therein. Early adoption of the standard is permitted, including adoption in interim or annual periods for which financial statements have not yet been issued. The Company does not expect the impact of the adoption of this standard to materially impact its financial statements and related disclosures. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements For accounting purposes, fair value is defined as an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices in active markets. Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly. Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. When quoted market prices are available in active markets, the fair value of assets and liabilities is estimated within Level 1 of the valuation hierarchy. If quoted prices are not available, then fair values are estimated by using pricing models, quoted prices of assets and liabilities with similar characteristics, or discounted cash flows, within Level 2 of the valuation hierarchy. In cases where Level 1 or Level 2 inputs are not available, the fair values are estimated by using inputs within Level 3 of the hierarchy. None of the Company’s assets or liabilities are recorded at fair value on a recurring basis other than cash and cash equivalents, short-term investments, the liability for the SVB Warrant and the 2021 Convertible Notes prior to their conversion. No transfers between levels occurred during the periods presented. The fair value of short-term investments is based on market prices quoted on the last day of the fiscal period or other observable market inputs. The following tables summarize the Company’s assets and liabilities measured at fair value on a recurring basis as of September 30, 2021 and December 31, 2020 (in thousands): September 30, 2021 Assets: Level 1 Level 2 Level 3 Total Cash and money market funds $ 239,263 $ - $ - $ 239,263 Asset-backed securities - 28,368 - 28,368 Corporate debt securities - 89,382 - 89,382 Total assets $ 239,263 $ 117,750 $ - $ 357,013 December 31, 2020 Assets: Level 1 Level 2 Level 3 Total Cash and money market funds $ 11,688 $ - $ - $ 11,688 Asset-backed securities - 3,943 - 3,943 Corporate debt securities - 11,288 - 11,288 Total assets $ 11,688 $ 15,231 $ - $ 26,919 Liabilities: Warrant liability $ - $ - $ 451 451 Total liabilities $ - $ - $ 451 $ 451 SVB Warrant In November 2019, simultaneously with the first draw-down under its 2019 SVB Loan (see Note 6), SVB entered into a warrant agreement with the Company to purchase 32,289 shares of Series B convertible preferred stock of the Company at an exercise price of $ 2.3228 per share (as amended, the “SVB Warrant”). In March 2020, in connection with the Company’s second draw-down under the 2019 SVB Loan, the SVB Warrant was amended to increase the number of shares of Series B convertible preferred stock of the Company by 96,867 , to a total of 129,156 shares. In connection with the completion of the Company’s IPO, in accordance with the original terms the warrant instrument, the SVB Warrant was automatically adjusted into a warrant to purchase an equivalent number of shares of common stock. In June 2021, after the IPO, SVB net exercised the SVB Warrant into 117,088 shares of common stock of the Company, and the SVB Warrant is no longer outstanding as of September 30, 2021. The fair value of the SVB Warrant liability was remeasured at each financial reporting period with any changes in fair value recognized as other income (expense) in the statements of operations. The fair value for the warrant liability for the SVB Warrant was based on the Black-Scholes option pricing valuation model using significant inputs not observable in the market and was thus classified within Level 3 of the fair value hierarchy. The change in fair value of the warrant for the nine months ended September 30, 2021 and 2020 was $2.2 million and $ 49 thousand, respectively. When, in connection with the IPO, the SVB Warrant was automatically adjusted into a warrant to purchase an equivalent number of shares of common stock, the warrant liability was reclassified from current liabilities to equity as the warrant met the definition of an equity instrument. Additionally, at that time, the Company recorded the final valuation of the warrant liability for the SVB Warrant . The following table provides a roll forward of the SVB Warrant liability measured at fair value for the nine months ended September 30, 2021 (in thousands): Balance at December 31, 2020 $ 451 Change in fair value of warrant through conversion 2,180 Reclassification of warrant liability into equity ( 2,631 ) Balance at September 30, 2021 $ - Below are the assumptions used in the Black-Scholes option pricing model for the fair value of the SVB Warrant liability as of the closing of the IPO, when the SVB Warrant was automatically adjusted into a warrant to purchase an equivalent number of shares of common stock , and December 31, 2020: December 31, Assumption At IPO 2020 Fair value of underlying ($) 22.00 4.59 Expected volatility 62.00 % 60.00 % Expected term (years) 8.47 8.99 Expected dividend yield 0.00 % 0.00 % Risk-free interest rate 1.62 % 0.93 % The fair value of the Series B convertible preferred stock underlying the SVB Warrant prior to the conversion of the Series B convertible preferred stock was estimated by management with the assistance of a third-party valuation specialist. The expected volatility was based on historical volatilities from guideline companies, since there was no active market for the Company’s preferred stock or common stock. The Company based the expected term assumption on the actual remaining contractual term of the warrant as of the date of measurement. The Company has not paid dividends and does not intend to pay dividends in the foreseeable future . The risk-free interest rate used was the rate for a U.S. Treasury zero-coupon issue with a term consistent with the remaining contractual term of the SVB Warrant on the date of measurement. 2021 Convertible Notes In February 2021, the Company sold and issued approximately $ 130.5 million aggregate principal of 2021 Convertible Notes in a private placement transaction. The 2021 Convertible Notes accrued 6 % interest per annum. The Company elected as of the issuance date to account for the 2021 Convertible Notes at fair value. Management believes that the fair value option better reflected the underlying economics of the 2021 Convertible Notes, which contained multiple embedded derivatives. Under the fair value election, changes in fair value are reported as “Change in fair value of convertible promissory notes” in the statements of operations in each reporting period after the issuance through the conversion of the 2021 Convertible Notes. The Company measured the fair value of the 2021 Convertible Notes using the probability weighted “as-converted” plus Black-Scholes option pricing model based on inputs such as the probability of IPO vs. non-IPO scenarios, fair value of the common stock price, discount yield, risk-free rate, equity volatility, expected term, number of converted shares and price negotiation adjustment for the calibration. In connection with the IPO, the 2021 Convertible Notes converted into 7,531,777 shares of the Company’s common stock. Based on the terms of the agreement, the 2021 Convertible Notes converted at a 20 % discount to the public offering price in the IPO. At the time of the conversion, the Company recorded a final fair value adjustment of the 2021 Convertible Notes using the Company’s common stock price at the IPO. Balance at December 31, 2020 $ - Fair value of convertible promissory notes at issuance 130,500 Change in fair value of convertible promissory notes through conversion 35,199 Conversion of convertible promissory notes ( 165,699 ) Balance at September 30, 2021 $ - There are significant judgments, assumptions and estimates inherent in the determination of the fair value of the SVB Warrant liability and the 2021 Convertible Notes. These include the determination of a valuation method and selection of the possible outcomes available to the Company, including the determination of timing and expected future investment returns for each such scenario. The Company considered the equity value of an initial public offering using market transactions and had determined the expected value of a stay-private scenario using the income approach, which is based on assumptions regarding the Company’s future operating performance. The related judgments, assumptions and estimates are highly interrelated and changes in any one assumption could necessitate changes in another. In particular, any changes to the probability of a particular outcome would require a related change to the probability of another outcome. The fair value of the 2021 Convertible Notes is derived using assumptions that are consistent with the assumptions used to value the Company’s common stock and the SVB Warrant. As of September 30, 2021 , the Level 3 liabilities no longer exist as a result of the conversion of the 2021 Convertible Notes and as a result of the SVB Warrant becoming exercisable into common stock in connection with the IPO. |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2021 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | 4. Property and Equipment, Net Property and equipment, net, consisted of the following (in thousands): September 30, December 31, Useful Life 2021 2020 Equipment 5 years $ 3,854 $ 2,642 Computers and software 3 years 1,591 851 Furniture and fixtures 3 years 69 80 Leasehold improvements 4 years or less 35 35 Construction in progress N/A 1,191 - 6,740 3,608 Less: accumulated depreciation ( 1,823 ) ( 1,240 ) Total property and equipment, net $ 4,917 $ 2,368 |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2021 | |
Accrued Liabilities Current [Abstract] | |
Accrued Expenses | 5. Accrued Expenses Accrued expenses consisted of the following (in thousands): September 30, December 31, 2021 2020 Accrued compensation and other employee benefits $ 2,814 $ 1,234 Accrued professional services 357 74 Accrued research and development expenses 70 44 Accrued other expenses 202 240 Total accrued expenses $ 3,443 $ 1,592 |
Long-term Debt
Long-term Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Long-term Debt | 6. Long-term Debt Silicon Valley Bank Loan In November 2019, the Company entered into a loan and security agreement with Silicon Valley Bank (“SVB”) pursuant to which SVB agreed to lend to the Company up to $ 15.0 million in a series of term loans (the “2019 SVB Loan”). Contemporaneously, the Company borrowed $ 2.5 million in the first of three draw-downs available under the 2019 SVB Loan. In March 2020, the Company borrowed an additional $ 7.5 million as a second draw. The 2019 SVB Loan was to mature on September 1, 2023 and bore interest at an annual rate equal to the greater of (i) 0.65 % above the prime rate or (ii) 5.90 %. Payment on the 2019 SVB Loan was for interest only through September 30, 2021. In addition, a final payment equal to the original principal amount of each advance multiplied by 5.50 % was to be due on the maturity date. In connection with the 2019 SVB Loan, SVB entered into the SVB Warrant agreement with the Company to purchase shares of Series B convertible preferred stock at an exercise price of $ 2.3228 per share (see Note 3). On September 30, 2021, the Company refinanced its 2019 SVB Loan. In connection with the refinancing, the Company entered into an Amended and Restated Loan and Security Agreement (the “Amended Agreement” or “2021 SVB Loan”, together with the 2019 SVB Loan, the “SVB Loans”) with SVB. The Amended Agreement provides for term loans in an aggregate principal amount of up to $ 35.5 million to be delivered in three tranches. The tranches consist of: (i) a term loan advance to the Company in an aggregate principal amount of $ 10.5 million on the loan closing date (the “First Tranche”); (ii) an additional term loan advance available to the Company through September 30, 2022 in an aggregate principal amount of $ 15.0 million; and (iii) subject to SVB’s approval, a right of the Company to request that SVB make an additional term loan advance in an aggregate principal amount of $ 10.0 million. The proceeds from the First Tranche were used to repay in full the existing indebtedness under the 2019 SVB Loan. The 2021 SVB Loan matures on September 1, 2026 and bears interest at an annual rate equal to the greater of (i) 0.75 % plus the prime rate as reported in The Wall Street Journal and (ii) 4.00 %. The 2021 SVB Loan has an initial interest-only period of 36 months. In addition, a final payment (the “Final Payment Fee”) equal to the original principal amount of each advance multiplied by 4.00 % will be due on the maturity date. The Amended Agreement was accounted for as a debt modification, rather than an extinguishment, based on a comparison of the present value of the cash flows under the terms of the debt immediately before and after the amendment, which resulted in a change of such cash flows of less than 10%. Unamortized debt issuance costs as of the date of modification and incremental issuance costs incurred in connection with the Amended Agreement will be amortized to interest expense using the effective interest method over the repayment term. As of September 30, 2021 and December 31, 2020 , the debt issuance costs related to the SVB Loans were $ 0.6 million. Debt issuance costs include the initial fair value of the SVB Warrant. The debt issuance costs are amortized to interest expense over the term of the loan using the effective interest method. The SVB Loans and unamortized discount balances as of September 30, 2021 and December 31, 2020 are shown below (in thousands): September 30, December 31, 2021 2020 Total long-term debt $ 10,500 $ 10,000 Less: issuance costs ( 632 ) ( 605 ) Total long-term debt, net 9,868 9,395 Less current portion of long-term debt - ( 926 ) Long-term debt, net of current portion $ 9,868 $ 8,469 Future minimum payments of outstanding principal and interest under the 2021 SVB Loan are as follows: As of September 30, 2021 2021 (three months remaining) $ 106 2022 426 2023 426 2024 1,735 2025 and thereafter 9,949 Total future minimum payments 12,642 Less: interest and Final Payment Fee ( 2,142 ) Long-term debt $ 10,500 The Company is subject to customary affirmative and restrictive covenants under the Amended Agreement. The Company’s obligations under the Amended Agreement are secured by a first priority security interest in substantially all of the Company’s current and future assets, other than intellectual property. The Company has agreed not to encumber its intellectual property assets, except as permitted by the Amended Agreement. The Amended Agreement provides for events of default customary for term loan facilities of this type, including but not limited to: non-payment; breaches or defaults in the performance of covenants or representations and warranties; bankruptcy and other insolvency events of the Company; and the occurrence of a material adverse change as defined in the Amended Agreement. After the occurrence of an event of default, SVB may, among other remedies, accelerate payment of all obligations. As of September 30, 2021 and December 31, 2020, the Company was in compliance with all covenants under the Amended Agreement and 2019 SVB Loan, respectively, and there had been no events of default. 2021 Convertible Notes In February 2021, the Company issued the 2021 Convertible Notes to various investors, in the aggregate principal amount of $ 130.5 million (see Note 3). The 2021 Convertible Notes accrued interest at 6 % per annum. Due to certain embedded features within the 2021 Convertible Notes, the Company elected to account for these notes and all their embedded features under the fair value option. In June 2021, in connection with the completion of the Company’s IPO, the Notes were converted into 7,531,777 shares of the Company’s common stock. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. Commitments and Contingencies Columbia License Agreement and Sponsored Research Agreement In 2016, the Company entered into an exclusive license agreement (the “License Agreement”) with The Trustees of Columbia University (“Columbia”). Under the License Agreement, the Company acquired the exclusive right to use certain patents, materials and information. The License Agreement includes a number of diligence obligations that require the Company to use commercially reasonable efforts to research, discover, develop and market products covered by the patents, materials and information licensed by Columbia by certain dates. The License Agreement provides for the potential payment to Columbia of development milestones and royalties on net sales of products covered by the licensed patents, materials or information. The license fee was immaterial for all periods presented. The Company does not believe that its G4 or PX Instruments or the associated consumables, as the Company presently intends to commercialize them, fit within the definitions in the License Agreement that would require the Company to make milestone payments or pay royalties on sales of these products and as a result no amounts have been accrued to date. However, there is no assurance that Columbia will agree with the Company’s interpretation of the License Agreement or its payment obligations thereunder or agree that the Company has complied with its other obligations under the License Agreement. In addition to the License Agreement, the Company entered into a sponsored research agreement to fund a research program with Columbia. The program ended in 2019. Operating Leases In November 2017, the Company entered into a non-cancelable operating lease that expires upon commencement of the New HQ Lease, as defined below (estimated second quarter of 2022). The lease includes certain rent escalations and additional charges for common area maintenance and other costs. The Company gained access to the leased space and began recognizing rent expense under this lease in February 2018. In December 2019, the Company entered into a 5-year lease agreement for additional office space in San Diego, California. The lease includes certain rent escalations and additional charges for common area maintenance and other costs. The Company gained access to the leased space and began recognizing rent expense under this lease in January 2020. In June 2020, the Company entered into a sublease agreement for an additional office space in La Jolla, California. The sublease includes certain rent escalations and additional charges for common area maintenance and other costs. The Company gained access to the leased space and began recognizing rent expense under this sublease in July 2020. In June 2020, the Company entered into a 10-year lease agreement with ARE-SD Region No. 27, LLC (the “Landlord”) for new office and laboratory space containing approximately 76,778 rentable square feet located in La Jolla, California (“New HQ Lease”), with a target commencement date in April 2022. If landlord does not deliver the premises within 120 days of the target commencement date for any reason other than force majeure delays or delays by the Company, the Company may terminate the lease and neither the Landlord nor the Company will have any further rights, duties or obligations under the New HQ Lease. The Landlord shall make available to the Company for use within 12 months after the commencement date a tenant improvement allowance (“TI Allowance”), which the Company will repay to the landlord as additional rent over the base term and shall accrue interest at a rate of 8 % per annum. Upon commencement, the contractual base rent will be charged, subject to partial rent abatement, annual base rent adjustments, the Company’s share of operating expenses and additional rent for the TI Allowance actually disbursed by the Landlord. In April 2021, the Company entered into a 62-month lease agreement for additional office space in San Diego, California. The lease includes certain rent escalations and additional charges for common area maintenance and other costs. The Company gained access to the leased space in June 2021 and began recognizing rent expense under this lease at that time. In April 2021, the Company amended its current lease for office space in La Jolla, California. The lease amendment includes extension of the current lease expiration date by 24-months subsequent to commencement of New HQ Lease, expansion of the existing premises for additional space and certain rent escalations. The Company recorded rent expense of $ 1.4 million and $ 0.3 million for the nine months ended September 30, 2021 and 2020. Future minimum payments under the Company’s non-cancelable operating leases are as follows (in thousands): As of September 30, 2021 Operating 2021 (three months remaining) $ 635 2022 6,265 2023 7,892 2024 6,394 2025 and thereafter 42,122 $ 63,308 |
Convertible Preferred Stock
Convertible Preferred Stock | 9 Months Ended |
Sep. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Convertible Preferred Stock | 8 . Convertible Preferred Stock Prior to its conversion to common stock in connection with the Company’s IPO, the convertible preferred stock was classified as temporary, or mezzanine, equity on the accompanying condensed balance sheets since the shares contained certain redemption features that were not solely within the control of the Company. The Company had not previously accreted the convertible preferred stock to its redemption value since the shares were not redeemable and redemption was not deemed to be probable. In connection with the completion of the Company’s IPO, all of the outstanding shares of convertible preferred stock were automatically converted into 38,826,388 shares of the Company’s common stock. The convertible preferred stock outstanding prior to its conversion in the IPO was as follows: Shares Authorized Shares issued Issue Period Price Per Share Aggregate Series Seed 6,520,790 6,520,790 2016 $ 0.6901 $ 4,500,000 Series A 12,932,429 12,932,429 2017 1.5465 20,000,000 Series B 19,566,903 19,373,169 2019 2.3228 45,000,000 39,020,122 38,826,388 $ 69,500,000 |
Stock Incentive Plan
Stock Incentive Plan | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Incentive Plan | . Stock Incentive Plan s 2021 and 2016 Equity Incentive Plans The Company’s Board of Directors and stockholders adopted and approved the Company’s 2021 Equity Incentive Plan (the “2021 Plan”) in May 2021. The 2021 Plan replaced the Company’s 2016 Equity Incentive Plan adopted in September 2016 (the “2016 Plan”); however, awards outstanding under the 2016 Plan will continue to be governed by their existing terms. The number of shares of the Company’s common stock that were initially available for issuance under the 2021 Plan equaled the sum of 7,500,000 shares plus 832,980 shares that were then available for issuance under the 2016 Plan. The 2021 Plan provides for the following types of awards: incentive and nonqualified stock options, stock appreciation rights, restricted shares and restricted stock units. The number of shares of common stock reserved for issuance under the 2021 Plan are increased automatically on the first business day of each fiscal year, commencing in 2022 and ending in 2031, by a number equal to the lesser of: (i) 5% of the shares of common sto ck outstanding on the last business day of the prior fiscal year; or (ii) the number of shares determined by the Company’s Board of Directors. In general, to the extent that any awards under the 2021 Plan are forfeited, terminated, expired or lapsed without the issuance of shares, or if the Company reacquires the shares subject to awards granted under the 2021 Plan, those shares will again become available for issuance under the 2021 Plan, as will shares applied to pay the exercise or purchase price of an award or to satisfy tax withholding obligations related to an award. Stock-based awards are governed by agreements between the Company and the recipients. Incentive stock options and nonqualified stock options may be granted under the 2021 Plan (and previously the 2016 Plan) at an exercise price of not less than 100 % of the fair market value of the Company’s common stock on the date of grant. The grant date is the date the terms of the award are formally approved by the Company’s Board of Directors or its designee. The following table summarizes stock option activity under the stock incentive plans since December 31, 2020: Number of Options Weighted Weighted Outstanding at December 31, 2020 7,274,953 $ 0.57 8.81 Exercisable at December 31, 2020 7,274,953 0.57 8.81 Granted 3,111,273 9.47 Exercised ( 5,415,875 ) 0.65 Canceled or forfeited ( 102,504 ) 3.57 Outstanding at September 30, 2021 4,867,847 6.10 8.71 Exercisable at September 30, 2021 3,373,469 $ 2.92 8.32 The 2016 Plan allows for the early exercise of awards to plan participants subject to the right of repurchase by the Company at the lower of the original exercise price or fair market value for unvested awards. At September 30, 2021 and December 31, 2020 , the Company has a liability for the cash received from the early exercise of stock options in the amount of $ 1.9 million and approximately zero, respectively. The Company reduces the liability as the underlying shares vest in accordance with the vesting terms of the awards. As of September 30, 2021 and December 31, 2020 , there were 2,585,250 and 141,955 , respectively, of early exercised stock options that remain subject to the Company’s repurchase right. Employee Stock Purchase Plan In May 2021, the Company’s Board of Directors approved the 2021 Employee Stock Purchase Plan (the “ESPP”). A total of 730,000 shares of common stock was initially reserved for issuance under the ESPP. The price at which common stock is purchased by employees under the ESPP is equal to 85 % of the fair market value of the common stock on the first day of the offering period or purchase date, whichever is lower. During the nine months ended September 30, 2021 , no shares of common stock were issued under the ESPP. Stock-based Compensation Summary The classification of stock-based compensation expense is summarized as follows (in thousands): Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 2021 2020 2021 2020 Research and development $ 968 $ 64 $ 1,774 $ 157 Selling, general and administrative 1,891 207 4,522 613 Total equity-based compensation expense $ 2,859 $ 271 $ 6,296 $ 770 As of September 30, 2021 , total unrecognized stock-based compensation expense was $ 31.9 million and is expected to be recognized over the weighted-average period of approximately 2.7 years. The following table shows the weighted-average assumptions used to compute the fair value of the awards granted to employees and nonemployees using the Black-Scholes option pricing model: Nine Months Ended September 30, Assumption 2021 2020 Expected volatility 77.22 % 60.00 % Expected term (years) 5.5 – 6.1 5.3 – 6.1 Expected dividend yield 0.00 % 0.00 % Risk-free interest rate 0.91 % 0.72 % Common stock reserved for future issuance consisted of the following as of September 30, 2021: Stock options issued and outstanding 4,867,847 Authorized for future grants under the 2021 Plan 7,764,283 Authorized for issuance under the ESPP 730,000 Balance at September 30, 2021 13,362,130 |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Income Statement [Abstract] | |
Net Loss Per Share | 10. Net Loss per Share The following table sets forth the computation of basic and diluted net loss per share for the periods indicated (in thousands, except share and per share data): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Net loss $ ( 17,611 ) $ ( 7,933 ) $ ( 79,011 ) $ ( 20,033 ) Weighted average shares used in computing net loss per share, basic and diluted 71,721,861 10,726,496 38,553,685 10,507,732 Net loss per share, basic and diluted $ ( 0.25 ) $ ( 0.74 ) $ ( 2.05 ) $ ( 1.91 ) The following outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share for the periods presented because including them would have had an anti-dilutive effect: September 30, 2021 2020 Employee stock options issued and outstanding 4,867,847 7,015,851 SVB Warrant - 129,156 Series Seed convertible preferred stock - 6,520,790 Series A convertible preferred stock - 12,932,429 Series B convertible preferred stock - 19,373,169 4,867,847 45,971,395 |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Initial Public Offering | Initial Public Offering On June 1, 2021, the Company closed its initial public offering (“ IPO”) in which it sold 11,730,000 shares of common stock (which included 1,530,000 shares that were sold pursuant to the full exercise of the IPO underwriters’ option to purchase additional shares) at a public offering price of $ 22.00 per share. The Company received net proceeds of approximately $ 237.2 million after deducting offering costs, underwriting discounts and commissions of $ 20.9 million. Concurrent with the closing of the IPO: 38,826,388 outstanding shares of convertible preferred stock converted into an equivalent number of shares of common stock; outstanding principal and interest amount of convertible promissory notes (the “2021 Convertible Notes” ) converted into 7,531,777 shares of common stock; and a warrant to purchase 129,156 shares of convertible preferred stock (the “SVB Warrant”) was automatically adjusted to become a warrant to purchase an equivalent number of shares of common stock. |
Liquidity and Capital Resources | Liquidity and Capital Resources The Company has incurred net losses since inception and, as of September 30, 2021 and December 31, 2020, had an accumulated deficit of $132.1 million and $53.1 million, respectively. The Company has a limited operating history and the revenue and income potential of the Company’s business are unproven. From incorporation in June 2016 through September 30, 2021, substantially all of the Company’s operations have been funded by the sales of equity securities and issuances of debt. As of September 30, 2021, the Company had cash, cash equivalents and short-term investments of $ 357.0 million . The Company believes that its cash, cash equivalents and short-term investments as of September 30, 2021 are sufficient to fund its operations for at least 12 months from the issuance date of the accompanying unaudited condensed financial statements . |
Basis of Presentation and Use of Estimates | Basis of Presentation and Use of Estimates The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and disclosures required by GAAP for annual financial statements have been omitted. In the opinion of management, all adjustments, consisting of normal recurring adjustments considered necessary for fair presentation, have been included. Interim financial results are not necessarily indicative of results anticipated for the full year. The preparation of the Company’s unaudited condensed financial statements requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in the Company’s unaudited condensed financial statements and accompanying notes. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may significantly differ from these estimates and assumptions. Significant estimates and assumptions include the fair value of the 2021 Convertible Notes, the fair value of the liability for the SVB Warrant, the fair value of the Company’s preferred and common stock, stock-based compensation and the useful lives of property and equipment. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash readily available in checking, savings, money market and sweep accounts. The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. |
Restricted Cash | Restricted Cash Restricted cash is held in a separate restricted bank account as the collateral for the security deposits on three executed lease agreements and as the collateral on the Company’s corporate credit card program. The Company has classified restricted cash as noncurrent on its balance sheets. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the balance sheets (in thousands): September 30, December 31, Cash and cash equivalents $ 239,263 $ 11,688 Restricted cash 687 482 Total $ 239,950 $ 12,170 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments, which potentially subject the Company to a concentration of credit risk, consist primarily of cash, cash equivalents and short-term investments. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts and management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. |
Short-term Investments | Short-term Investments As of September 30, 2021 and December 31, 2020, short-term investments primarily consisted of corporate debt securities and asset-backed securities. The Company classifies its investments in securities as available-for-sale because, for accounting purposes, they are not considered to be either held-to-maturity securities or trading securities. They are not considered to be held-to-maturity securities because the Company does not have the positive intent to hold those securities to maturity. They are not considered trading securities because they are not acquired with the intent of selling them within hours or days. The Company’s investments in securities are classified as current as they are available for use in current operations. Short-term investments are carried at fair value with the unrealized gains and losses included in other comprehensive income (loss) as a component of stockholders’ equity until realized. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity and recorded as interest income. Realized gains and losses are determined using the specific identification method and are included in other income (expense). The following tables summarize the short-term investments held at September 30, 2021 and December 31, 2020 (in thousands): September 30, 2021 Amortized Gross Estimated Asset-backed securities $ 28,377 $ ( 9 ) $ 28,368 Corporate debt securities 89,378 4 89,382 $ 117,755 $ ( 5 ) $ 117,750 December 31, 2020 Amortized Gross Estimated Asset-backed securities $ 3,938 $ 5 $ 3,943 Corporate debt securities 11,276 12 11,288 $ 15,214 $ 17 $ 15,231 The following table summarizes contractual maturities of available-for-sale securities held at September 30, 2021 and December 31, 2020 (in thousands): September 30, December 31, Estimated Estimated Due within one year $ 85,263 $ 9,559 After one but within five years 32,487 5,672 Total $ 117,750 $ 15,231 The Company determined there was no other-than-temporary impairment of any of its investments. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net, which consists primarily of lab equipment, computers and software, furniture and fixtures and leasehold improvements, are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets (generally three to five years ). Leasehold improvements are amortized over the remaining life of the lease or the useful life of the asset, whichever is shorter. Repairs and maintenance costs are charged to expense as incurred. |
Deferred Rent | Deferred Rent Rent expense is recognized on a straight-line basis over the lease term. The difference between rent expense and amounts paid under the lease agreement is deferred and recorded in other current and noncurrent liabilities in the accompanying balance sheets. |
Impairment of Long-Lived Assets | Impairment of Long-lived Assets Long-lived assets consist primarily of property and equipment. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. Fair value would be assessed using discounted cash flows or other appropriate measures of fair value. The Company did no t recognize any impairment losses for the nine months ended September 30, 2021 and September 30, 2020 , respectively. |
Fair Value Measurements | Fair Value Measurements Certain assets and liabilities are carried at fair value under GAAP and consist primarily of cash, cash equivalents, short-term investments, restricted cash, accounts payable, accrued liabilities, the 2021 Convertible Notes and the SVB Warrant. The carrying amounts of cash, cash equivalents, accounts payable, and accrued liabilities approximate their fair values due to the short-term nature of these instruments. None of the Company’s non-financial assets or liabilities are recorded at fair value on a recurring basis. As permitted under Accounting Standards Codification (“ASC”) 825, Financial Instruments (“ASC 825”), the Company has elected the fair value option to account for its 2021 Convertible Not es and SVB Warrant. C hanges in the fair value of the 2021 Convertible Notes and the SVB Warrant were recorded in the statements of operations. As a result of applying the fair value option, direct costs and fees related to the 2021 Convertible Notes were recognized as incurred and not deferred. In June 2021, in connection with the IPO completion, the 2021 Convertible Notes converted into the Company’s common stock and the SVB Warrant was automatically adjusted into a warrant to purchase an equivalent number of shares of common stock. There are significant judgments and estimates inherent in the determination of the fair value of these liabilities. If the Company had made different assumptions including, among others, those related to the timing and probability of various corporate scenarios, discount rates, volatilities and exit valuations, the carrying values of the 2021 Convertible Notes and SVB Warrant, and net loss and net loss per share, could have been significantly different. |
Research and Development Expense | Research and Development Expense The Company’s research and development expense consists primarily of: salaries, payroll taxes, employee benefits and stock-based compensation for personnel engaged in research and development activities; fees paid to consultants; license fees paid to third parties for use of their intellectual property, laboratory supplies and development materials; allocated information technology and facilities costs; and depreciation. Research and development costs are charged to expense as incurred. |
Patent Costs | Patent Costs Costs related to filing and pursuing patent applications are recorded as selling, general and administrative expenses within the Company’s statements of operations and expensed as incurred since recoverability of such expenditures is uncertain |
Issuance Costs Related to Equity and Debt | Issuance Costs Related to Equity and Debt The Company allocates issuance costs between the individual freestanding instruments identified on the same basis as proceeds were allocated. Issuance costs associated with the issuance of debt is recorded as a direct reduction of the carrying amount of the debt liability, limited to the notional value of the debt. The Company accounts for the Silicon Valley Bank loan (see Note 6) as a liability measured at amortized cost and amortizes the related debt discount to interest expense using the effective interest method over the expected term of the debt. |
Stock-based Compensation | Stock-based Compensation The Company accounts for stock-based compensation by measuring and recognizing compensation expense for all stock-based awards made to employees and non-employees based on estimated grant-date fair values. The Company uses the straight-line method to recognize compensation cost over the required service period of the award, which is generally the vesting period of the award. The Company recognizes actual forfeitures by reducing the stock-based compensation in the same period that the forfeitures occur. The Company estimates the fair value of stock-based option awards to employees and non-employees using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires the input of subjective assumptions, including the fair value of common stock, expected term, expected volatility, risk-free interest rate and expected dividend yield, which are described in greater detail below. Inputs to the Black-Scholes option pricing model are subjective and generally require the use of judgment. Changes in the assumptions can materially affect how much stock-based compensation is recognized. These inputs are as follows: Fair value of common stock — For awards granted prior to the IPO, when there was no public market for the Company’s common stock, the grant date fair value of the Company’s common stock was determined by the Company’s board of directors based in part on valuations of the Company’s common stock prepared by a third-party valuation specialist. In connection with the preparation of the financial statements for the year ended December 31, 2020, the Company performed a retrospective review of the fair value of its common stock based on information then available. For awards granted after the IPO, the fair value of common stock is the closing price per share of the Company’s common stock on the grant date as reported on the Nasdaq Global Select Market. Expected term —The expected term represents the average period that options granted are expected to be outstanding and is determined using the simplified method (based on the mid-point between the weighted-average vesting period and the end of the contractual term). The Company uses the simplified method because the Company has concluded that its historical option exercise experience does not provide a reasonable basis to estimate expected term. Expected volatility —The Company had no publicly available stock price information prior to its IPO and limited publicly available stock price information after its IPO; therefore, the Company used the historical volatility of the stock price of similar publicly traded companies. The historical volatility is calculated based on a period of time commensurate with the expected term. Risk-free interest rate —The risk-free interest rate is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term. Expected dividend yield —The Company has never paid dividends and does not intend to pay dividends in the foreseeable future. Therefore, the Company used an expected dividend yield of zero. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and the tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized as income or expense in the period that includes the enactment date. The Company recognizes net deferred tax assets to the extent that the Company believes these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies and results of recent operations. If management determines that the Company would be able to realize its deferred tax assets in the future in excess of their net recorded amount, management would make an adjustment to the deferred tax asset valuation allowance, which would reduce any provision for income taxes. The Company records uncertain tax positions on the basis of a two-step process whereby: (i) management determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position; and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, management recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority. The Company will recognize interest and penalties related to unrecognized tax benefits within income tax expense. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) is defined as a change in equity during a period from transactions and other events and circumstances from non-owner sources. The only component of other comprehensive income (loss) is unrealized gain (loss) on available-for-sale securities, which have been reflected in the statements of comprehensive loss and as a separate component in the statements of preferred stock and stockholders’ equity (deficit). |
Net Loss per Share | Net Loss per Share In periods of net loss, basic loss per share is computed by dividing net loss available to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration for potentially dilutive securities. For periods prior to the IPO, the convertible preferred stock contain non-forfeitable rights to dividends with the common stockholders, and therefore are considered to be participating securities. Outstanding stock options, the SVB Warrant, convertible preferred stock and shares of common stock subject to repurchase by the Company are excluded from the calculation of diluted net loss per common share for the periods presented as their effect would be anti-dilutive. Thus, for all periods presented, there is no difference in the number of shares used to calculate basic and diluted net loss per share. |
Segment Information | Segment Information Operating segments are components of a public entity that: (a) engage in business activities from which they may recognize revenues and incur expenses; (b) have operating results that are regularly reviewed by the chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance; and (c) have discrete financial information available. The Company views its operations and manages its business as one operating segment, and thus has one reportable segment. The Company’s long-lived assets are located in the United States. |
Recent Accounting Pronouncements - Not Yet Adopted | Recent Accounting Pronouncements—Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASU 2016-02”). The standard establishes a right-of-use model and requires a lessee to recognize on the balance sheet a right-of-use asset and corresponding lease liability for all leases with terms longer than 12 months. For lessees, leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 is effective for the Company’s annual periods beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, and early adoption is permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its financial statements and related disclosures. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments–Credit Losses: Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables and available-for-sale debt securities. ASU 2016-13 is effective for the Company’s annual periods beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its financial statements and related disclosures. In November 2018, the FASB issued ASU No. 2018-18 (“ASU 2018-18”), which clarifies the interaction between ASC Topic 808, Collaborative Arrangements , and ASC Topic 606, Revenue from Contracts with Customers . This guidance, among other items, clarifies that certain transactions between collaborative participants should be accounted for as revenue under Topic 606 when the collaborative arrangement participant is a customer in the context of a unit of account. ASU 2018-18 is effective for the Company’s fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. The Company does not expect the impact of the adoption of this standard to materially impact its financial statements and related disclosures. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”), as part of its initiative to reduce complexity in accounting standards. The ASU is effective for the Company’s fiscal years beginning after December 15, 2021, including interim periods therein. Early adoption of the standard is permitted, including adoption in interim or annual periods for which financial statements have not yet been issued. The Company does not expect the impact of the adoption of this standard to materially impact its financial statements and related disclosures. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Reconciliation of Cash and Cash Equivalents, and Restricted Cash Reported the Balance Sheet | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the balance sheets (in thousands): September 30, December 31, Cash and cash equivalents $ 239,263 $ 11,688 Restricted cash 687 482 Total $ 239,950 $ 12,170 |
Schedule of Short-Term Investments Held | The following tables summarize the short-term investments held at September 30, 2021 and December 31, 2020 (in thousands): September 30, 2021 Amortized Gross Estimated Asset-backed securities $ 28,377 $ ( 9 ) $ 28,368 Corporate debt securities 89,378 4 89,382 $ 117,755 $ ( 5 ) $ 117,750 December 31, 2020 Amortized Gross Estimated Asset-backed securities $ 3,938 $ 5 $ 3,943 Corporate debt securities 11,276 12 11,288 $ 15,214 $ 17 $ 15,231 |
Schedule of Contractual Maturities of Available-for-Sale Debt Securities Held | The following table summarizes contractual maturities of available-for-sale securities held at September 30, 2021 and December 31, 2020 (in thousands): September 30, December 31, Estimated Estimated Due within one year $ 85,263 $ 9,559 After one but within five years 32,487 5,672 Total $ 117,750 $ 15,231 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis | The following tables summarize the Company’s assets and liabilities measured at fair value on a recurring basis as of September 30, 2021 and December 31, 2020 (in thousands): September 30, 2021 Assets: Level 1 Level 2 Level 3 Total Cash and money market funds $ 239,263 $ - $ - $ 239,263 Asset-backed securities - 28,368 - 28,368 Corporate debt securities - 89,382 - 89,382 Total assets $ 239,263 $ 117,750 $ - $ 357,013 December 31, 2020 Assets: Level 1 Level 2 Level 3 Total Cash and money market funds $ 11,688 $ - $ - $ 11,688 Asset-backed securities - 3,943 - 3,943 Corporate debt securities - 11,288 - 11,288 Total assets $ 11,688 $ 15,231 $ - $ 26,919 Liabilities: Warrant liability $ - $ - $ 451 451 Total liabilities $ - $ - $ 451 $ 451 |
Schedule of SVB Warrant Liability Measured at Fair Value and 2021 Convertible Notes | The following table provides a roll forward of the SVB Warrant liability measured at fair value for the nine months ended September 30, 2021 (in thousands): Balance at December 31, 2020 $ 451 Change in fair value of warrant through conversion 2,180 Reclassification of warrant liability into equity ( 2,631 ) Balance at September 30, 2021 $ - Balance at December 31, 2020 $ - Fair value of convertible promissory notes at issuance 130,500 Change in fair value of convertible promissory notes through conversion 35,199 Conversion of convertible promissory notes ( 165,699 ) Balance at September 30, 2021 $ - |
Schedule of Fair Value of SVB Warrant Liability Valuation Assumptions | Below are the assumptions used in the Black-Scholes option pricing model for the fair value of the SVB Warrant liability as of the closing of the IPO, when the SVB Warrant was automatically adjusted into a warrant to purchase an equivalent number of shares of common stock , and December 31, 2020: December 31, Assumption At IPO 2020 Fair value of underlying ($) 22.00 4.59 Expected volatility 62.00 % 60.00 % Expected term (years) 8.47 8.99 Expected dividend yield 0.00 % 0.00 % Risk-free interest rate 1.62 % 0.93 % |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net, consisted of the following (in thousands): September 30, December 31, Useful Life 2021 2020 Equipment 5 years $ 3,854 $ 2,642 Computers and software 3 years 1,591 851 Furniture and fixtures 3 years 69 80 Leasehold improvements 4 years or less 35 35 Construction in progress N/A 1,191 - 6,740 3,608 Less: accumulated depreciation ( 1,823 ) ( 1,240 ) Total property and equipment, net $ 4,917 $ 2,368 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accrued Liabilities Current [Abstract] | |
Schedule of Accrued Liabilities [Table Text Block] | Accrued expenses consisted of the following (in thousands): September 30, December 31, 2021 2020 Accrued compensation and other employee benefits $ 2,814 $ 1,234 Accrued professional services 357 74 Accrued research and development expenses 70 44 Accrued other expenses 202 240 Total accrued expenses $ 3,443 $ 1,592 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term debt and unamortized debt discount balances | The SVB Loans and unamortized discount balances as of September 30, 2021 and December 31, 2020 are shown below (in thousands): September 30, December 31, 2021 2020 Total long-term debt $ 10,500 $ 10,000 Less: issuance costs ( 632 ) ( 605 ) Total long-term debt, net 9,868 9,395 Less current portion of long-term debt - ( 926 ) Long-term debt, net of current portion $ 9,868 $ 8,469 |
Summary of Future Minimum Principal Payments on Long-term Debt | Future minimum payments of outstanding principal and interest under the 2021 SVB Loan are as follows: As of September 30, 2021 2021 (three months remaining) $ 106 2022 426 2023 426 2024 1,735 2025 and thereafter 9,949 Total future minimum payments 12,642 Less: interest and Final Payment Fee ( 2,142 ) Long-term debt $ 10,500 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Payments Under Non-Cancelable Operating Leases | Future minimum payments under the Company’s non-cancelable operating leases are as follows (in thousands): As of September 30, 2021 Operating 2021 (three months remaining) $ 635 2022 6,265 2023 7,892 2024 6,394 2025 and thereafter 42,122 $ 63,308 |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Schedule of Convertible Preferred Stock Outstanding Prior to Conversion in IPO | The convertible preferred stock outstanding prior to its conversion in the IPO was as follows: Shares Authorized Shares issued Issue Period Price Per Share Aggregate Series Seed 6,520,790 6,520,790 2016 $ 0.6901 $ 4,500,000 Series A 12,932,429 12,932,429 2017 1.5465 20,000,000 Series B 19,566,903 19,373,169 2019 2.3228 45,000,000 39,020,122 38,826,388 $ 69,500,000 |
Stock Incentive Plan (Tables)
Stock Incentive Plan (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Option Activity | The following table summarizes stock option activity under the stock incentive plans since December 31, 2020: Number of Options Weighted Weighted Outstanding at December 31, 2020 7,274,953 $ 0.57 8.81 Exercisable at December 31, 2020 7,274,953 0.57 8.81 Granted 3,111,273 9.47 Exercised ( 5,415,875 ) 0.65 Canceled or forfeited ( 102,504 ) 3.57 Outstanding at September 30, 2021 4,867,847 6.10 8.71 Exercisable at September 30, 2021 3,373,469 $ 2.92 8.32 |
Summary of Equity Based Compensation Expense | The classification of stock-based compensation expense is summarized as follows (in thousands): Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 2021 2020 2021 2020 Research and development $ 968 $ 64 $ 1,774 $ 157 Selling, general and administrative 1,891 207 4,522 613 Total equity-based compensation expense $ 2,859 $ 271 $ 6,296 $ 770 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The following table shows the weighted-average assumptions used to compute the fair value of the awards granted to employees and nonemployees using the Black-Scholes option pricing model: Nine Months Ended September 30, Assumption 2021 2020 Expected volatility 77.22 % 60.00 % Expected term (years) 5.5 – 6.1 5.3 – 6.1 Expected dividend yield 0.00 % 0.00 % Risk-free interest rate 0.91 % 0.72 % |
Schedule of Common Stock Reserved for Future Issuance | Common stock reserved for future issuance consisted of the following as of September 30, 2021: Stock options issued and outstanding 4,867,847 Authorized for future grants under the 2021 Plan 7,764,283 Authorized for issuance under the ESPP 730,000 Balance at September 30, 2021 13,362,130 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Income Statement [Abstract] | |
Schedule of Computation of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of basic and diluted net loss per share for the periods indicated (in thousands, except share and per share data): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Net loss $ ( 17,611 ) $ ( 7,933 ) $ ( 79,011 ) $ ( 20,033 ) Weighted average shares used in computing net loss per share, basic and diluted 71,721,861 10,726,496 38,553,685 10,507,732 Net loss per share, basic and diluted $ ( 0.25 ) $ ( 0.74 ) $ ( 2.05 ) $ ( 1.91 ) |
Schedule of Anti-dilutive Securities Excluded from Computation of Diluted Net Loss Per Share | The following outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share for the periods presented because including them would have had an anti-dilutive effect: September 30, 2021 2020 Employee stock options issued and outstanding 4,867,847 7,015,851 SVB Warrant - 129,156 Series Seed convertible preferred stock - 6,520,790 Series A convertible preferred stock - 12,932,429 Series B convertible preferred stock - 19,373,169 4,867,847 45,971,395 |
Business - Additional Informati
Business - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 01, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Class Of Stock [Line Items] | |||||||||
Proceeds from initial public offering, net of issuance costs | $ 237,199 | ||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 38,826,388 | 38,826,388 | |||||||
Accumulated deficit | $ (132,136) | $ (132,136) | $ (53,125) | ||||||
Net loss | (17,611) | $ (37,479) | $ (23,921) | $ (7,933) | $ (6,847) | (79,011) | $ (20,033) | ||
Proceeds from issuance of debt | 10,500 | $ 7,500 | |||||||
Cash Cash Equivalents And Short Term Investments | $ 357,000 | 357,000 | |||||||
Common Stock | |||||||||
Class Of Stock [Line Items] | |||||||||
Stock Issued During Period Shares New Issues | 11,730,000 | ||||||||
Conversion of convertible securities | 7,531,777 | ||||||||
IPO | |||||||||
Class Of Stock [Line Items] | |||||||||
Stock Issued During Period Shares New Issues | 11,730,000 | ||||||||
Shares Issued, Price Per Share | $ 22 | ||||||||
IPO | Convertible Debt | 2021 Notes | |||||||||
Class Of Stock [Line Items] | |||||||||
Conversion of convertible securities | 7,531,777 | ||||||||
IPO | Convertible Preferred Stock | |||||||||
Class Of Stock [Line Items] | |||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 38,826,388 | ||||||||
IPO | Convertible Preferred Stock | Common Stock | |||||||||
Class Of Stock [Line Items] | |||||||||
Outstanding warrant to purchase convertible preferred stock | 129,156 | ||||||||
Singular Genomics Systems | |||||||||
Class Of Stock [Line Items] | |||||||||
Proceeds from initial public offering, net of issuance costs | 237,200 | ||||||||
Payments for Underwriting Expense | $ 20,900 | ||||||||
Singular Genomics Systems | Over-Allotment Option | |||||||||
Class Of Stock [Line Items] | |||||||||
Stock Issued During Period Shares New Issues | 1,530,000 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) | 9 Months Ended | |
Sep. 30, 2021USD ($)Segment | Sep. 30, 2020USD ($) | |
Number of reportable segments | Segment | 1 | |
Property, plant and equipment, estimated useful lives | three to five years | |
Impairment losses for long lived asset | $ | $ 0 | $ 0 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Reconciliation of Cash, Cash equivalents, and Restricted Cash Reported within the Balance Sheets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 239,263 | $ 11,688 | ||
Restricted cash | 687 | 482 | ||
Total | $ 239,950 | $ 12,170 | $ 11,473 | $ 5,523 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Short-Term Investments Held (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Amortized Cost | $ 117,755 | $ 15,214 |
Gross Unrealized Gains (Losses) | (5) | 17 |
Estimated Fair Value | 117,750 | 15,231 |
Asset-Backed Securities | ||
Amortized Cost | 28,377 | 3,938 |
Gross Unrealized Gains (Losses) | (9) | 5 |
Estimated Fair Value | 28,368 | 3,943 |
Corporate Debt Securities | ||
Amortized Cost | 89,378 | 11,276 |
Gross Unrealized Gains (Losses) | 4 | 12 |
Estimated Fair Value | $ 89,382 | $ 11,288 |
Basis of Presentation and Sum_7
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Contractual Maturities of Available-for-Sale Debt Securities Held (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Estimated Fair Value, Due within one year | $ 85,263 | $ 9,559 |
Estimated Fair Value, After one but within five years | 32,487 | 5,672 |
Total | $ 117,750 | $ 15,231 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Assets: | ||
Total assets | $ 357,013 | $ 26,919 |
Liabilities: | ||
Total liabilities | 451 | |
Cash and money market funds | ||
Assets: | ||
Total assets | 239,263 | 11,688 |
Asset-Backed Securities | ||
Assets: | ||
Total assets | 28,368 | 3,943 |
Corporate Debt Securities | ||
Assets: | ||
Total assets | 89,382 | 11,288 |
Warrant Liability | ||
Liabilities: | ||
Total liabilities | 451 | |
Level 1 | ||
Assets: | ||
Total assets | 239,263 | 11,688 |
Level 1 | Cash and money market funds | ||
Assets: | ||
Total assets | 239,263 | 11,688 |
Level 2 | ||
Assets: | ||
Total assets | 117,750 | 15,231 |
Level 2 | Asset-Backed Securities | ||
Assets: | ||
Total assets | 28,368 | 3,943 |
Level 2 | Corporate Debt Securities | ||
Assets: | ||
Total assets | $ 89,382 | 11,288 |
Level 3 | ||
Liabilities: | ||
Total liabilities | 451 | |
Level 3 | Warrant Liability | ||
Liabilities: | ||
Total liabilities | $ 451 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of SVB Warrant Liability Measured at Fair Value and 2021 Convertible Notes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Change in fair value of warrant liability through conversion | $ 0 | $ 49 | $ 2,180 | $ 49 |
2021 Convertible Notes | ||||
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Balance at December 31, 2020 | 0 | |||
Fair value of convertible promissory notes at issuance | 130,500 | |||
Change in fair value of convertible promissory notes through conversion | 35,199 | |||
Conversion of convertible promissory notes Fair Value | (165,699) | |||
Balance at September 30, 2021 | 0 | 0 | ||
SVB Warrant Liability | ||||
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Balance at December 31, 2020 | 451 | |||
Change in fair value of warrant liability through conversion | 2,180 | |||
Reclassification of warrant liability into equity | (2,631) | |||
Balance at September 30, 2021 | $ 0 | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Feb. 28, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Mar. 31, 2020 | Nov. 30, 2019 | |
Fair Value Disclosure Asset And Liability Not Measured At Fair Value [Line Items] | ||||||||
Change in fair value of warrant liability | $ 0 | $ 49 | $ 2,180 | $ 49 | ||||
Shares sold and issued, aggregate principal amount | 10,500 | 10,500 | ||||||
2021 Convertible Notes | ||||||||
Fair Value Disclosure Asset And Liability Not Measured At Fair Value [Line Items] | ||||||||
Shares sold and issued, aggregate principal amount | $ 130,500 | |||||||
Debt instrument, interest per annum | 6.00% | |||||||
2021 Convertible Notes | IPO | ||||||||
Fair Value Disclosure Asset And Liability Not Measured At Fair Value [Line Items] | ||||||||
Conversion of convertible securities | 7,531,777 | |||||||
Debt conversion converted discount rate | 20.00% | |||||||
SVB Warrant | ||||||||
Fair Value Disclosure Asset And Liability Not Measured At Fair Value [Line Items] | ||||||||
Change in fair value of warrant liability | $ 49 | |||||||
SVB Warrant | Series B Preferred Stock | ||||||||
Fair Value Disclosure Asset And Liability Not Measured At Fair Value [Line Items] | ||||||||
Warrant, number of shares | 32,289 | |||||||
Exercise price of warrants | $ 2.3228 | |||||||
SVB Warrant | Series B Preferred Stock | Minimum [Member] | ||||||||
Fair Value Disclosure Asset And Liability Not Measured At Fair Value [Line Items] | ||||||||
Warrant, number of shares | 96,867 | |||||||
SVB Warrant | Series B Preferred Stock | Maximum [Member] | ||||||||
Fair Value Disclosure Asset And Liability Not Measured At Fair Value [Line Items] | ||||||||
Warrant, number of shares | 129,156 | |||||||
SVB Warrant | Common Stock | ||||||||
Fair Value Disclosure Asset And Liability Not Measured At Fair Value [Line Items] | ||||||||
Warrants and Rights Outstanding | $ 0 | $ 0 | ||||||
SVB Warrant | Common Stock | IPO | ||||||||
Fair Value Disclosure Asset And Liability Not Measured At Fair Value [Line Items] | ||||||||
Warrant, number of shares | 117,088 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Fair Value of SVB Warrant Liability Valuation Assumptions (Details) | Sep. 30, 2021$ / shares | Dec. 31, 2020$ / shares |
Fair Value | Series B | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Fair value of the warrant liability per share | $ 4.59 | |
Fair Value | Common Stock | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Fair value of the warrant liability per share | $ 22 | |
Expected Volatility | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and rights outstanding measurement input | 62 | 60 |
Expected Term (Years) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and rights outstanding term | 8 years 5 months 19 days | 8 years 11 months 26 days |
Expected Dividend Yield | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and rights outstanding measurement input | 0 | 0 |
Risk-Free Interest Rate | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and rights outstanding measurement input | 1.62 | 0.93 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property Plant And Equipment [Line Items] | ||
Useful life | three to five years | |
Property and equipment | $ 6,740 | $ 3,608 |
Less: Accumulated depreciation | (1,823) | (1,240) |
Total property and equipment, net | $ 4,917 | 2,368 |
Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Useful life | 5 years | |
Property and equipment | $ 3,854 | 2,642 |
Computers and Software [Member] | ||
Property Plant And Equipment [Line Items] | ||
Useful life | 3 years | |
Property and equipment | $ 1,591 | 851 |
Furniture and Fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Useful life | 3 years | |
Property and equipment | $ 69 | 80 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Useful life | 4 years or less | |
Property and equipment | $ 35 | 35 |
Construction in Progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Useful life | N/A | |
Property and equipment | $ 1,191 | $ 0 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Components of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Payables And Accruals [Abstract] | ||
Accrued compensation and other employee benefits | $ 2,814 | $ 1,234 |
Accrued professional services | 357 | 74 |
Accrued research and development expenses | 70 | 44 |
Accrued other expenses | 202 | 240 |
Total accrued expenses | $ 3,443 | $ 1,592 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 30, 2019 | Sep. 30, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Feb. 28, 2021 | Dec. 31, 2020 | Mar. 31, 2020 |
Debt Instrument [Line Items] | |||||||||
Line Of Credit Facility Maximum Borrowing Capacity | $ 15,000 | $ 15,000 | $ 15,000 | ||||||
Additional borrowing amount | 10,500 | 10,500 | $ 10,500 | $ 10,000 | |||||
Loan, maturity date | Sep. 1, 2023 | Sep. 1, 2026 | |||||||
Percentage of variable annual interest rate | 0.75% | 0.65% | |||||||
Interest rate due on maturity date | 4.00% | 5.50% | |||||||
Debt Issuance Costs, Net | 600 | 600 | $ 600 | $ 600 | |||||
Debt instrument face amount | 10,500 | 10,500 | 10,500 | ||||||
Change in fair value of convertible promissory notes | 0 | 35,199 | $ 0 | ||||||
Silicon Valley Bank Warrant | |||||||||
Debt Instrument [Line Items] | |||||||||
Line Of Credit Facility Maximum Borrowing Capacity | 35,500 | 35,500 | 35,500 | ||||||
Loan and Security agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Line Of Credit Facility Maximum Borrowing Capacity | $ 15,000 | $ 10,000 | 10,000 | $ 10,000 | |||||
Line of Credit Facility, Current Borrowing Capacity | $ 2,500 | ||||||||
Interest rate during the period | 5.90% | 4.00% | |||||||
Loan and Security agreement | Silicon Valley Bank Warrant | |||||||||
Debt Instrument [Line Items] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.3228 | ||||||||
Additional borrowing amount | $ 7,500 | ||||||||
2021 Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument face amount | $ 130,500 | ||||||||
Debt instrument, interest per annum | 6.00% | ||||||||
2021 Convertible Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument face amount | $ 130,500 | ||||||||
Debt instrument, interest per annum | 6.00% | ||||||||
2021 Convertible Notes | IPO | |||||||||
Debt Instrument [Line Items] | |||||||||
Number Of Convertible Promissory Notes Converted To CommonStock | 7,531,777 | ||||||||
First Tranche | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of Credit Facility, Current Borrowing Capacity | $ 10,500 | $ 10,500 | $ 10,500 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt and Unamortized Debt Discount Balances (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Total long-term debt | $ 10,500 | $ 10,000 |
Less: issuance costs | 632 | 605 |
Total long-term debt, net | 9,868 | 9,395 |
Current portion of long term debt, net of issuance costs | 0 | 926 |
Long-term debt, net of current portion | $ 9,868 | $ 8,469 |
Long-Term Debt - Schedule of Fu
Long-Term Debt - Schedule of Future Minimum Principal and Interest Payments (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Debt Disclosure [Abstract] | |
2021 (three months remaining) | $ 106 |
2022 | 426 |
2023 | 426 |
2024 | 1,735 |
2025 and thereafter | 9,949 |
Total future minimum payments | 12,642 |
Less: interest and Final Payment Fee | (2,142) |
Long-term debt | $ 10,500 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) U_pure in Thousands, $ in Millions | 9 Months Ended | ||||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Apr. 30, 2021 | Jun. 30, 2020ft² | Dec. 31, 2019 | |
Commitment And Contingencies [Line Items] | |||||
Operating Lease Rental Expense | $ | $ 1.4 | $ 0.3 | |||
La Jolla California | |||||
Commitment And Contingencies [Line Items] | |||||
Lessee, Operating Lease, Term of Contract | 10 years | ||||
Net Rentable Area | ft² | 76.778 | ||||
Tenant Improvement Allowance Interest Accrual Rate | 8 | ||||
Lessee Operating Lease Term Of Contract | 10 years | ||||
San Diego California | |||||
Commitment And Contingencies [Line Items] | |||||
Lessee, Operating Lease, Term of Contract | 62 months | 5 years | |||
Lessee Operating Lease Term Of Contract | 62 months | 5 years |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Payments Under Non-Cancelable Operating Leases (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Operating Lease Future Minimum Payments, Remaining Period | $ 635 |
Operating Lease Future Minimum Payments, 2022 | 6,265 |
Operating Lease Future Minimum Payments, 2023 | 7,892 |
Operating Lease Future Minimum Payments, 2024 | 6,394 |
Operating Lease Future Minimum Payments, 2025 and Thereafter | 42,122 |
Operating Lease Future Minimum Payments, Total | $ 63,308 |
Convertible Preferred Stock - S
Convertible Preferred Stock - Schedule of components of Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |
Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Temporary Equity [Line Items] | |||
Temporary equity, shares authorized | 39,020,122 | ||
Temporary equity, shares issued | 38,826,388 | ||
Temporary equity, shares converted | 38,826,388 | ||
Aggregate liquidation preference | $ 69,500,000 | ||
Series Seed | |||
Temporary Equity [Line Items] | |||
Temporary equity, shares authorized | 6,520,790 | 6,520,790 | |
Temporary equity, shares issued | 6,520,790 | ||
Temporary equity, shares converted | (6,520,790) | 6,520,790 | |
Issue Period | 2016 | ||
Price Per Share | $ 0.6901 | ||
Aggregate liquidation preference | $ 4,500,000 | ||
Temporary equity, liquidation preference | $ 0 | $ 4,499,998 | |
Series A | |||
Temporary Equity [Line Items] | |||
Temporary equity, shares authorized | 12,932,429 | ||
Temporary equity, shares issued | 12,932,429 | ||
Temporary equity, shares converted | 12,932,429 | ||
Issue Period | 2017 | ||
Price Per Share | $ 1.5465 | ||
Aggregate liquidation preference | $ 20,000,000 | ||
Series B | |||
Temporary Equity [Line Items] | |||
Temporary equity, shares authorized | 19,566,903 | ||
Temporary equity, shares issued | 19,373,169 | ||
Temporary equity, shares converted | 19,373,169 | ||
Issue Period | 2019 | ||
Price Per Share | $ 2.3228 | ||
Aggregate liquidation preference | $ 45,000,000 |
Convertible Preferred Stock - A
Convertible Preferred Stock - Additional informations (Details) | Sep. 30, 2021shares |
Temporary Equity Disclosure [Abstract] | |
Convertible Preferred Stock Shares Issued Upon Conversion | 38,826,388 |
Common Stock - Additional Infor
Common Stock - Additional Information (Details) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Equity [Abstract] | ||
Common stock, shares authorized | 400,000,000 | 60,272,685 |
Common stock, par value per share | $ 0.0001 | $ 0.0001 |
Common Stock - Schedule of Comm
Common Stock - Schedule of Common Stock Reserved for Future Issuance (Details) | Sep. 30, 2021shares |
Class Of Stock [Line Items] | |
Common stock reserved for future issuance | 13,362,130 |
Stock Options Issued and Outstanding [Member] | |
Class Of Stock [Line Items] | |
Common stock reserved for future issuance | 4,867,847 |
Authorized For Future Options Grants [Member] | |
Class Of Stock [Line Items] | |
Common stock reserved for future issuance | 7,764,283 |
Authorized for issuance under the ESPP Plan [Member] | |
Class Of Stock [Line Items] | |
Common stock reserved for future issuance | 730,000 |
Stock Incentive Plan - Addition
Stock Incentive Plan - Additional Information (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2021 | May 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock reserved for future issuance | 13,362,130 | ||
Liability for cash received from early exercise of stock | $ 1,900 | ||
Number of early exercise stock option remain subject to repurchase | 2,585,250 | 141,955 | |
Stock Option [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock reserved for future issuance | 4,867,847 | ||
Unrecognized stock-based compensation expense | $ 31,900,000 | ||
Cost not yet recognized, period for recognition | 2 years 8 months 12 days | ||
2021 Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock reserved for future issuance | 7,500,000 | ||
Stock incentive plan description | The number of shares of common stock reserved for issuance under the 2021 Plan are increased automatically on the first business day of each fiscal year, commencing in 2022 and ending in 2031, by a number equal to the lesser of: (i) 5% of the shares of common stock outstanding on the last business day of the prior fiscal year; or (ii) the number of shares determined by the Company’s Board of Directors. | ||
2021 Plan | Minimum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Purchase Price of Common Stock Expressed As A Percentage | 100.00% | ||
2016 Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock reserved for future issuance | 832,980 | ||
2021 ESPP Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock reserved for future issuance | 730,000 | ||
Common stock, shares issued | 0 | ||
Purchase Price of Common Stock Expressed As A Percentage | 85.00% |
Stock Incentive Plan - Summary
Stock Incentive Plan - Summary of Stock Option Activity (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Number of Options, Outstanding at December 31, 2020 | 7,274,953 | |
Number of Options, Exercisable at December 31, 2020 | 7,274,953 | |
Number of Options, Granted | 3,111,273 | |
Number of Options, Exercised | (5,415,875) | |
Number of Options, Cancelled / Forfeited | (102,504) | |
Number of Options, Outstanding at September 30, 2021 | 4,867,847 | 7,274,953 |
Number of Options, Exercisable at September 30, 2021 | 3,373,469 | 7,274,953 |
Weighted average exercise price (per share), Outstanding at December 31, 2020 | $ 0.57 | |
Weighted average exercise price (per share), Exercisable at December 31, 2020 | 0.57 | |
Weighted average exercise price (per share), Granted | 9.47 | |
Weighted average exercise price (per share), Exercised | 0.65 | |
Weighted average exercise price (per share), Cancelled / Forfeited | 3.57 | |
Weighted average exercise price (per share), Outstanding at September 30, 2021 | 6.10 | $ 0.57 |
Weighted average exercise price (per share), Exercisable at September 30, 2021 | $ 2.92 | $ 0.57 |
Weighted average remaining contract term (in years), Outstanding | 8 years 8 months 15 days | 8 years 9 months 21 days |
Weighted average remaining contract term (in years), Exercisable | 8 years 3 months 25 days | 8 years 9 months 21 days |
Stock Incentive Plan - Summar_2
Stock Incentive Plan - Summary of Equity Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total equity-based compensation expense | $ 2,859 | $ 271 | $ 6,296 | $ 770 |
Research and Development | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total equity-based compensation expense | 968 | 64 | 1,774 | 157 |
Selling, General and Administrative | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total equity-based compensation expense | $ 1,891 | $ 207 | $ 4,522 | $ 613 |
Stock Incentive Plan - Schedule
Stock Incentive Plan - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected volatility | 77.22% | 60.00% |
Expected dividend yield | 0.00% | 0.00% |
Risk-free interest rate | 0.91% | 0.72% |
Minimum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (years) | 5 years 6 months | 5 years 3 months 18 days |
Maximum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (years) | 6 years 1 month 6 days | 6 years 1 month 6 days |
Stock Incentive Plans - Common
Stock Incentive Plans - Common stock reserved for future issuance (Details) - shares | Sep. 30, 2021 | May 31, 2021 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Common stock reserved for future issuance | 13,362,130 | |
Balance at September 30, 2021 | 13,362,130 | |
2021 Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Common stock reserved for future issuance | 7,500,000 | |
Balance at September 30, 2021 | 7,500,000 | |
2021 ESPP Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Common stock reserved for future issuance | 730,000 | |
Stock Options Issued and Outstanding [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Common stock reserved for future issuance | 4,867,847 | |
Balance at September 30, 2021 | 4,867,847 | |
Authorized For Future Options Grants [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Common stock reserved for future issuance | 7,764,283 | |
Balance at September 30, 2021 | 7,764,283 | |
Authorized for issuance under the ESPP Plan [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Common stock reserved for future issuance | 730,000 | |
Balance at September 30, 2021 | 730,000 |
Net Loss Per Share - Schedule O
Net Loss Per Share - Schedule Of Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Net Income Loss | $ (17,611) | $ (37,479) | $ (23,921) | $ (7,933) | $ (6,847) | $ (79,011) | $ (20,033) |
Weighted-average shares used in computing net loss per share, basic and diluted | 71,721,861 | 10,726,496 | 38,553,685 | 10,507,732 | |||
Net loss per share, basic and diluted | $ (0.25) | $ (0.74) | $ (2.05) | $ (1.91) |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Antidilutive Securities Excluded From Computation of Dilutied Net Loss Per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive Securities Excluded From Computation Of Earnings Per Share Amount | 4,867,847 | 45,971,395 |
Employee Stock Option | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive Securities Excluded From Computation Of Earnings Per Share Amount | 4,867,847 | 7,015,851 |
Series Seed Convertible Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive Securities Excluded From Computation Of Earnings Per Share Amount | 0 | 6,520,790 |
Series A Convertible Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive Securities Excluded From Computation Of Earnings Per Share Amount | 0 | 12,932,429 |
Series B Convertible Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive Securities Excluded From Computation Of Earnings Per Share Amount | 0 | 19,373,169 |
SVB Warrant | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive Securities Excluded From Computation Of Earnings Per Share Amount | 0 | 129,156 |