Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 20, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Ventyx Biosciences, Inc. | ||
Entity Central Index Key | 0001851194 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-Known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Interactive Data Current | Yes | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity File Number | 001-40928 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 83-2996852 | ||
Entity Address, Address Line One | 662 Encinitas Blvd | ||
Entity Address, Address Line Two | Suite 250 | ||
Entity Address, City or Town | Encinitas | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 92024 | ||
City Area Code | 760 | ||
Local Phone Number | 593-4832 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Public Float | $ 384.8 | ||
Entity Common Stock, Shares Outstanding | 58,214,115 | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | VTYX | ||
Security Exchange Name | NASDAQ | ||
ICFR Auditor Attestation Flag | false | ||
Documents Incorporated By Reference | Portions of the registrant’s Definitive Proxy Statement relating to the Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended December 31, 2022. | ||
Auditor Firm ID | 42 | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Location | San Diego, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 64,819 | $ 70,791 |
Marketable securities | 253,122 | 187,785 |
Prepaid expenses and other assets (includes related party amounts of $47 and $29, respectively) | 12,747 | 4,444 |
Total current assets: | 330,688 | 263,020 |
Property and equipment, net | 407 | 254 |
Operating lease right-of-use assets | 1,537 | |
Marketable securities | 38,672 | 28,148 |
Other long-term assets | 96 | 60 |
Total assets | 371,400 | 291,482 |
Current liabilities | ||
Accounts payable | 6,433 | 4,661 |
Accrued expenses (includes related party amounts of $64 and $175, respectively) | 9,514 | 7,622 |
Current portion of operating lease liabilities | 412 | |
Total current liabilities | 16,359 | 12,283 |
Operating lease liabilities, net of current portion | 1,146 | |
Total liabilities | 17,505 | 12,283 |
Commitments and contingencies (Note 7) | ||
Stockholders' equity: | ||
Common stock, $0.0001 par value; 900,000,000 shares authorized at December 31, 2022 and December 31, 2021; 57,025,847 and 50,526,702 shares issued at December 31, 2022 and December 31, 2021, respectively; 56,980,845 and 50,408,830 shares outstanding at December 31, 2022 and December 31, 2021, respectively | 6 | 5 |
Additional paid-in capital | 581,237 | 397,051 |
Accumulated other comprehensive loss | (1,123) | (58) |
Accumulated deficit | (226,225) | (117,799) |
Total stockholders' equity | 353,895 | 279,199 |
Total liabilities and stockholders' equity | $ 371,400 | $ 291,482 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Prepaid expense and other assets, related party | $ 47 | $ 29 |
Accrued expenses, related party | $ 64 | $ 175 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 900,000,000 | 900,000,000 |
Common stock, shares issued | 57,025,847 | 50,526,702 |
Common stock, shares outstanding | 56,980,845 | 50,408,830 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating expenses: | ||
Research and development (includes related party amounts of $883 and $1,234, respectively) | $ 87,738 | $ 58,481 |
General and administrative (includes related party amounts of $0 and $124, respectively) | 25,398 | 8,666 |
Total operating expenses | 113,136 | 67,147 |
Loss from operations | (113,136) | (67,147) |
Other (income) expense: | ||
Interest income | (4,669) | (78) |
Other (income) expense | (41) | 51 |
Interest expense - related party | 99 | |
Change in fair value of notes and derivative - related party | 11,051 | |
Change in fair value of Series A tranche liability | 5,476 | |
Total other (income) expense | (4,710) | 16,599 |
Net loss | (108,426) | (83,746) |
Deemed dividend | (1,552) | |
Net loss attributable to common shareholders | (108,426) | (85,298) |
Net loss | (108,426) | (83,746) |
Unrealized loss on marketable securities | (1,023) | (69) |
Foreign currency translation | (42) | 11 |
Comprehensive loss | $ (109,491) | $ (83,804) |
Net loss per share attributable to common shareholders, basic | $ (2.07) | $ (6.65) |
Net loss per share attributable to common shareholders, diluted | $ (2.07) | $ (6.65) |
Shares used to compute basic net loss per share attributable to common shareholders | 52,471,003 | 12,825,598 |
Shares used to compute diluted net loss per share attributable to common shareholders | 52,471,003 | 12,825,598 |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Research and development expenses related party | $ 883 | $ 1,234 |
General and administrative expenses with related party | $ 0 | $ 124 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Initial Public Offering | Series A Convertible Preferred Stock | Series A-1 Convertible Preferred Stock | Series B Convertible Preferred Stock | Common Stock | Common Stock Initial Public Offering | Additional Paid-in Capital | Additional Paid-in Capital Initial Public Offering | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Balance at Dec. 31, 2020 | $ (30,654) | $ 1,847 | $ (32,501) | ||||||||
Balance, shares at Dec. 31, 2020 | 2,059,157 | ||||||||||
Temporary equity, Issuance of preferrred stock upon modification and conversion of notes | $ 38,911 | ||||||||||
Temporary equity, Issuance of preferrred stock upon modification and conversion of notes, shares | 12,713,585 | ||||||||||
Issuance of preferrred stock upon modification and conversion of notes | 1,735 | 1,735 | |||||||||
Temporary equity, Acquisitions of Oppilan and Zomagen | $ 18,526 | ||||||||||
Temporary equity, Acquisitions of Oppilan and Zomagen, shares | 6,052,911 | ||||||||||
Acquisitions of Oppilan and Zomagen | 2,733 | 2,733 | |||||||||
Acquisitions of Oppilan and Zomagen, shares | 818,798 | ||||||||||
Temporary equity, Issuance of preferred stock and common stock, net of legal fees | $ 112,297 | $ 50,809 | |||||||||
Temporary equity, Issuance of preferred stock and common stock, net of legal fees, shares | 12,533,905 | 4,029,275 | |||||||||
Issuance of preferred stock and common stock, net | $ 158,815 | $ 1 | 1,552 | $ 158,814 | (1,552) | ||||||
Issuance of preferred stock and common stock, net, shares | 507,133 | 10,893,554 | |||||||||
Temporary equity, Conversion of tranche liability to Series A preferred stock and common stock | $ 3,978 | ||||||||||
Conversion of tranche liability to Series A preferred stock and common stock | 3,058 | 3,058 | |||||||||
Conversion of tranche liability to Series A preferred stock and common stock, shares | 507,133 | ||||||||||
Temporary equity, Conversion of preferred stock to common stock in connection with initial public offering | $ (116,275) | $ (57,437) | $ (50,809) | ||||||||
Temporary equity, Conversion of preferred stock to common stock in connection with initial public offering, shares | (12,533,905) | (18,766,496) | (4,029,275) | ||||||||
Conversion of preferred stock to common stock in connection with initial public offering | 224,521 | $ 4 | 224,517 | ||||||||
Conversion of preferred stock to common stock in connection with initial public offering, shares | 35,329,676 | ||||||||||
Issuance of common stock upon exercise of stock options | 65 | 65 | |||||||||
Issuance of common stock upon exercise of stock options, shares | 197,004 | ||||||||||
Issuance of common stock upon vesting of restricted common stock, shares | 96,375 | ||||||||||
Stock-based compensation expense | 2,730 | 2,730 | |||||||||
Unrealized loss on marketable securities | (69) | $ (69) | |||||||||
Foreign currency translation | 11 | 11 | |||||||||
Net loss | (83,746) | (83,746) | |||||||||
Balance at Dec. 31, 2021 | 279,199 | $ 5 | 397,051 | (58) | (117,799) | ||||||
Balance, shares at Dec. 31, 2021 | 50,408,830 | ||||||||||
Issuance of common stock from private placement, net of issuance costs | 165,214 | $ 1 | 165,213 | ||||||||
Issuance of common stock from private placement, net of issuance costs,shares | 5,350,000 | ||||||||||
Issuance of common stock upon exercise of stock options | $ 2,110 | 2,110 | |||||||||
Issuance of common stock upon exercise of stock options, shares | 959,066 | 959,066 | |||||||||
Issuance of common stock upon vesting of restricted common stock, shares | 241,792 | ||||||||||
Shares issued under employee stock purchase plan | $ 267 | 267 | |||||||||
Shares issued under employee stock purchase plan, shares | 21,157 | ||||||||||
Adjustment to offering expenses in the initial public offering | 26 | 26 | |||||||||
Stock-based compensation expense | 16,570 | 16,570 | |||||||||
Unrealized loss on marketable securities | (1,023) | (1,023) | |||||||||
Foreign currency translation | (42) | (42) | |||||||||
Net loss | (108,426) | (108,426) | |||||||||
Balance at Dec. 31, 2022 | $ 353,895 | $ 6 | $ 581,237 | $ (1,123) | $ (226,225) | ||||||
Balance, shares at Dec. 31, 2022 | 56,980,845 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (108,426) | $ (83,746) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation | 123 | 30 |
Amortization of right-of-use assets - operating | 347 | |
Stock-based compensation | 16,570 | 2,730 |
Accretion of marketable securities, net | (2,228) | |
Non-cash interest - related party | 99 | |
Change in fair value of notes and derivative - related party | 11,051 | |
Change in fair value of Series A tranche liability | 5,476 | |
Acquired in-process research and development | 21,694 | |
Changes in operating assets and liabilities | ||
Prepaid expenses and other assets (includes related party amounts of ($18) and ($29), respectively) | (8,336) | (4,386) |
Operating lease liabilities | (326) | |
Accounts payable (includes related party amounts of $1 and ($238), respectively) | 1,613 | 2,443 |
Accrued expenses (includes related party amounts of ($111) and $158, respectively) | 1,892 | 5,959 |
Net cash used in operating activities | (98,771) | (38,650) |
Cash flows from investing activities | ||
Acquisition of Oppilan and Zomagen, net of cash | 1,899 | |
Purchases of marketable securities, available-for-sale | (347,236) | (232,502) |
Proceeds from maturities of marketable securities, available-for-sale | 272,580 | 16,500 |
Purchases of property and equipment | (275) | (262) |
Net cash used in investing activities | (74,931) | (214,365) |
Cash flows from financing activities | ||
Proceeds from issuance of common stock from private placement, net of offering costs | 165,398 | |
Proceeds from issuance of Series A and Series B convertible preferred stock, net of offering costs | 164,221 | |
Proceeds from issuance of common stock in initial public offering, net of underwriting discounts, commissions and offering expenses | 158,815 | |
Proceeds from exercise of stock options | 2,107 | 65 |
Proceeds from issuance of common stock under employee stock purchase plan | 267 | |
Proceeds from issuance of SAFE notes, net | 450 | |
Net cash provided by financing activities | 167,772 | 323,551 |
Effect of exchange rates on cash | (42) | 11 |
Net increase (decrease) in cash and cash equivalents | (5,972) | 70,547 |
Cash and cash equivalents, beginning of year | 70,791 | 244 |
Cash and cash equivalents, end of year | 64,819 | 70,791 |
Supplemental disclosure for non-cash activities | ||
Conversion of Series A, A-1 and B preferred stock to common stock in connection with initial public offering | 224,521 | |
Conversion of promissory and SAFE notes - related party | 38,911 | |
Stock issued for the acquisitions of Oppilan and Zomagen | $ 21,260 | |
Unpaid private placement offering costs | $ 184 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Cash Flows [Abstract] | ||
Increase (Decrease) in Prepaid Expense and Other Assets, Related Party Amounts | $ (18) | $ (29) |
Accounts payable, related party amounts | 1 | (238) |
Increase (Decrease) in Accrued Liabilities, Related Party Amounts | $ (111) | $ 158 |
Organization and Business
Organization and Business | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | 1. Organization and Business Organization Ventyx Biosciences, Inc. (“Ventyx” or “the Company”) is a clinical-stage pharmaceutical company developing a pipeline of novel small molecule product candidates to address a range of inflammatory diseases with significant unmet medical need. The Company was incorporated in the State of Delaware in November 2018, with its principal operations in California. The Company leverages its drug discovery and development expertise to develop novel and differentiated therapeutics that target both the innate and adaptive immune system. February 2021 Asset Acquisitions On February 26, 2021, the Company closed a Series A and Series A-1 Convertible Preferred Stock financing for initial gross proceeds of $ 57.3 million. In connection with the financing the Company acquired the outstanding equity of Oppilan Pharma Ltd. (“Oppilan”) and Zomagen Biosciences Ltd. (“Zomagen”). October 2021 Initial Public Offering The Company’s registration statement on Form S-1 (“Registration Statement”) related to its initial public offering (“IPO”) was declared effective on October 20, 2021, and the Company’s common stock began trading on the Nasdaq Global Select Market (“Nasdaq”) on October 21, 2021. In its initial public offering, the Company sold an aggregate of 10,893,554 shares of its common stock, including 1,420,898 shares sold pursuant to the underwriters’ over-allotment option, at a public offering price of $ 16.00 per share. The Company received net proceeds of approximately $ 158.8 million, after deducting underwriting discounts and commissions and offering expenses payable by the Company, from sales of its shares in the IPO. In connection with the closing of the IPO, all 12.5 million outstanding shares of Series A Convertible Preferred Stock (“Series A Preferred Stock”), 18.8 million outstanding shares of Series A-1 Convertible Preferred Stock (“Series A-1 Preferred Stock”) and 4.0 million shares of Series B Convertible Preferred Stock (“Series B Preferred Stock”) converted into an aggregate of 35.3 million shares of common stock (Note 8). September 2022 Private Placement On September 20, 2022, the Company issued and sold 5,350,000 shares of common stock through a private placement. The common stock had a purchase price of $ 33.00 per share for aggregate gross proceeds of approximately $ 176.6 million. The Company received approximately $ 165.2 million in net proceeds after deducting fees to the placement agents and offering expenses payable by the Company. Liquidity and Capital Resources The Company has experienced net losses since inception and, as of December 31, 2022, had an accumulated deficit of $ 226.2 million. From incorporation in November 2018 through December 31, 2022, the Company has devoted substantially all of its resources to organizing and staffing the Company, business planning, raising capital and identifying product candidates and conducting preclinical studies and clinical trial. Substantially all of the Company’s operations have been funded through debt and equity financings. The Company does not have any products approved for sale and has not generated any revenue from product sales. At December 31, 2022, the Company had cash, cash equivalents, and marketable securities of $ 356.6 million. As of the date of filing this Annual Report on Form 10-K, the Company has access to and control over all its cash, cash equivalents and marketable securities, notwithstanding the closure of Silicon Valley Bank. Since the Company’s inception, the Company has incurred significant operating losses and, through the date of this report, has financed operations primarily through public offerings and private placements of our common stock, private placements of our convertible preferred stock and convertible debt instruments. Management expects to incur net losses for the foreseeable future. There can be no assurance that the Company will ever earn revenues or achieve profitability, or if achieved, that they will be sustained on a continuing basis. In addition, the preclinical manufacturing and clinical development activities, as well as the commercialization of the Company’s products, if approved, will require significant additional financing. The Company may be unable to secure such financing when needed, or if available, such financings may be under terms that are unfavorable to the Company or the current stockholders. If the Company is unable to raise additional funds when needed, it may be required to delay, reduce the scope of, or eliminate development programs, which may adversely affect its business and operations. Based on the Company’s current business plan, management believes that existing cash, cash equivalents, and marketable securities will be sufficient to fund the Company’s obligations for at least twelve months from the issuance of these consolidated financial statements. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business. The consolidated financial statements do not include any adjustments for the recovery and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and with the rules and regulations of the United States (“U.S.”) Securities and Exchange Commission (“SEC”). The presentation of the Company’s consolidated financial statements as of and for the years ended December 31, 2022 and 2021 reflect the financial results of Ventyx Biosciences, Inc. and its acquired wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the Company’s consolidated financial statements and accompanying notes. On an ongoing basis, the Company evaluates its estimates and judgments, which are based on historical and anticipated results and trends and on various other assumptions that management believes to be reasonable under the circumstances. Significant estimates include, but are not limited to, estimates related to clinical trial prepaids and accruals, estimates related to prepaid and accrued research and development costs, fair value estimates related to available-for-sale marketable securities, estimates related to the measurement of operating lease right-of-use assets and operating lease liabilities, and determinations of the fair value of stock-based awards. By their nature, estimates are subject to an inherent degree of uncertainty and, as such, actual results may differ from management’s estimates. Risks and Uncertainties The global COVID-19 pandemic and the related variants continue to rapidly evolve. The extent of the impact of the COVID-19 pandemic on the Company’s business, operations and clinical development timelines and plans remains uncertain, and will depend on certain developments, including the duration and spread of the outbreak and its impact on the Company’s operations and those of the Company’s CROs, third-party manufacturers and other third parties with whom the Company does business, as well as its potential impact on regulatory authorities and the Company’s ability to attract and retain key scientific and management personnel. The Company is conducting business as usual, with necessary or advisable modifications, and management has modified business practices, including but not limited to, modifying employee travel and allowing office employees to work remotely. Management will continue to actively monitor the rapidly evolving situation related to COVID-19. The Company may take further actions that alter its operations, including those that may be required by federal, state or local authorities, or that management determines are in the best interests of employees and other third parties with whom the Company does business. In addition, economic uncertainty in various global markets, including the U.S. and Europe, caused by political instability and conflict, such as the ongoing conflict in Ukraine, and economic challenges caused by the COVID-19 pandemic, have led to market disruptions, including significant volatility in commodity prices, credit and capital market instability and supply chain interruptions, which have caused record inflation globally. The Company’s business, financial condition and results of operations could be materially and adversely affected by further negative impact on the global economy and capital markets resulting from these global economic conditions, particularly if such conditions are prolonged or worsen. Although, to date, the Company has not been materially impacted by these global economic and geopolitical conditions, it is impossible to predict the extent to which operations will be impacted in the short and long term, or the ways in which such instability could impact business and results of operations. The extent and duration of these market disruptions, whether as a result of the military conflict between Russia and Ukraine and effects of the Russian sanctions, geopolitical tensions, record inflation or otherwise, are impossible to predict, but could be substantial. Any such disruptions may also magnify the impact of other risks described in this report. Segments Operating segments are identified as components of an enterprise for which separate discrete financial information is available for evaluation by the chief operating decision maker, the Chief Executive Officer, in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as one operating segment. Cash and Cash Equivalents The Company considers all short-term, highly liquid investments that are readily convertible to cash with original maturities of three months or less at acquisition date to be cash equivalents. Cash equivalents are stated at fair value and have consisted of money market accounts, corporate debt securities and commercial paper. Investments in Marketable Securities, Available-for-Sale The Company maintains a portfolio of investments which have included U.S. Treasury securities, U.S. government agency securities, corporate debt securities, commercial paper and asset-backed securities (“ABS”). The Company’s investments in marketable securities are available-for-sale securities and the marketable securities are reported at fair value. Investments in marketable securities with contractual maturities less than 12 months at the balance sheet date are considered short-term investments. Those investments in marketable securities with contractual maturities of 12 months or greater at the balance sheet date are considered long-term investments. Unrealized gains and losses are included in accumulated other comprehensive loss, net of tax. The cost of securities sold is determined on a specific identification basis, and realized gains and losses, if any, are included in other (income) expense within the consolidated statements of operations and comprehensive loss. The Company regularly reviews its investment portfolio to determine if any security is other-than-temporarily impaired, which would require the Company to record an impairment charge in the period that any such determination is made. Calculating an impairment charge requires judgment. In making this judgment, the Company evaluates, among other items, the time frame and extent to which the fair market value of a security is less than its amortized cost and the Company’s intent and ability to sell, or whether the Company will more likely than not be required to sell the security before recovery of its amortized cost basis. Property and Equipment The Company records property and equipment, which consists of laboratory equipment, furniture and fixtures, computer hardware and software and internal-use software, at cost less accumulated depreciation. Property and equipment is depreciated using the straight-line method over the estimated useful lives which ranges from three to seven years . The Company follows Accounting Standards Codification (“ASC”) 350-40, Intangibles-Goodwill and Other, Internal-Use Software , (“ASC 350-40”) to account for development costs incurred for the costs of computer software obtained for internal use. ASC 350-40 requires such costs to be capitalized once certain criteria are met. Capitalized internal-use software costs are primarily comprised of direct labor, related expenses and initial software licenses. ASC 350-40 includes specific guidance on costs not to be capitalized, such as overhead, general and administrative and training costs. Internal-use software includes software utilized for cloud-based solutions as well as software for internal systems and tools. Costs are capitalized once the project is defined, funding is committed and it is confirmed the software will be used for its intended purpose. Capitalization of these costs concludes once the project is substantially complete and the software is ready for its intended purpose. Post-configuration training and maintenance costs are expensed as incurred. During the year ended December 31, 2022, the Company capitalized $ 0.2 million of internal-use software costs. No internal-use software costs were capitalized during the year ended December 31, 2021. The Company evaluates its property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Concentration of Credit Risk The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and available-for-sale marketable securities. The Company maintains deposits in government insured financial institutions in excess of government insured limits. The Company invests its cash balances in financial institutions that it believes have high credit quality, has not experienced any losses on such accounts and does not believe it is exposed to significant credit risk. The Company purchases its available-for-sale marketable securities with financial institutions which management believes have high credit ratings. The Company performs periodic evaluations of the credit standing of the financial institutions for which it has marketable securities with. Additionally, the Company has adopted investment guidelines that limit the amounts the Company may invest in any one type of investment and requires all investments held by the Company to be highly rated, thereby reducing credit risk exposure. Deferred Offering Costs The Company had deferred offering costs consisting of accounting and legal fees directly attributable to the preparation of the Company’s IPO Registration Statement. Costs were deferred until completion of the IPO, at which time they were reclassified to additional paid-in capital as a reduction against the proceeds received. Fair Value of Financial Instruments The Company follows ASC 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”), issued by the Financial Accounting Standards Board (“FASB”) with respect to fair value reporting for financial assets and liabilities. The carrying amounts of the Company’s current financial assets and current financial liabilities are considered to be representative of their respective fair values because of the short-term nature of those instruments. Financial assets and liabilities measured at fair value on a recurring basis include cash equivalents, marketable securities, the change of control derivative liability and the fair value of the Simple Agreements for Future Equity (“SAFEs” or “Convertible SAFE Notes”). None of the Company’s non-financial assets or liabilities are recorded at fair value on a non-recurring basis. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company values its derivatives using a combination of probability analysis and Monte Carlo simulation or other acceptable valuation models. Derivative instruments are valued at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities, is reassessed at the end of each reporting period. Research and Development Expenses The Company’s research and development costs consist primarily of salaries, payroll taxes, employee benefits and stock-based compensation charges for those individuals involved in ongoing research and development efforts; as well as fees paid to consultants, third party research organizations, laboratory supplies and development compound materials. All research and development costs are charged to expense as incurred. Clinical Trial Expenses The Company makes payments in connection with its clinical trials under contracts with contract research organizations that support conducting and managing clinical trials. The financial terms of these agreements are subject to negotiation and vary from contract to contract and may result in uneven payment flows. Generally, these agreements set forth the scope of work to be performed at a fixed fee, unit price or on a time and materials basis. A portion of the Company’s obligation to make payments under these contracts depends on factors such as the successful enrollment or treatment of patients or the completion of other clinical trial milestones. Expenses related to clinical trials are accrued based on estimates and/or representations from service providers regarding work performed, including actual level of patient enrollment, completion of patient studies and progress of the clinical trials. Other incidental costs related to patient enrollment or treatment are accrued when reasonably certain. If the amounts the Company is obligated to pay under clinical trial agreements are modified (for instance, as a result of changes in the clinical trial protocol or scope of work to be performed), the Company adjusts the accruals accordingly. Revisions to the contractual payment obligations are charged to expense in the period in which the facts that give rise to the revision become reasonably certain. General and Administrative Expenses General and administrative expenses are related to finance, human resources, legal and the Company’s other administrative activities. These expenses consist primarily of personnel costs, including stock-based compensation expenses, outside services, legal expenses, management fees and other general and administrative costs. Additionally, these expenses consist of costs related to filing and pursuing patent applications. These patent costs are expensed as incurred, as recoverability of such expenditures is uncertain. Debt Issuance Costs Debt issuance costs incurred to obtain debt financing are deferred and are amortized over the term of the debt using the effective interest method. The costs are recorded as a reduction to the carrying value of the debt and are included in interest expense for the year ended December 31, 2021. During the year ended December 31, 2022, there was no debt financing obtained and therefore, no debt issuance costs were incurred. Income Taxes The Company follows FASB ASC 740, Income Taxes (“ASC 740”), in reporting deferred income taxes. ASC 740 requires a company to recognize deferred tax assets and liabilities for expected future income tax consequences of events that have been recognized in the Company’s consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates in the years in which the temporary differences are expected to reverse. Valuation allowances are provided if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions pursuant to ASC 740, which prescribes a recognition threshold and measurement process for financial statement recognition of uncertain tax positions taken or expected to be taken in a tax return. If the tax positions meet this threshold, the benefit to be recognized is measured as the tax benefit having the highest likelihood of being realized upon ultimate settlement with the taxing authority. The Company recognizes interest accrued related to unrecognized tax benefits and penalties in the provision for income taxes. Stock-Based Compensation The Company measures the compensation expense of stock-based awards granted to employees and directors using the grant date fair value of the award. The Company has issued stock options, restricted stock awards (“RSA”) and restricted stock units (“RSU”) with service-based vesting conditions. The Company measures the compensation expense of stock-based awards granted to employees and nonemployees using the grant date fair value of the award. The Company recognizes stock-based compensation expense on a straight-line basis over the requisite service period for employees and over the period during which services are rendered by nonemployees. Forfeitures are recognized in the period in which they occur. The Company estimates the fair value of stock options using the Black-Scholes option pricing model, which requires the input of highly subjective assumptions, including (a) the risk-free interest rate, (b) the expected volatility of the Company’s stock, (c) the expected term of the award, and (d) the expected dividend yield. Prior to the Company’s IPO, due to the lack of an adequate history of a public market for the trading of the Company’s common stock, the Company has based its estimate of expected volatility on the historical volatility of a group of similar companies that are publicly traded. For these analyses, the Company has selected companies with comparable characteristics, including enterprise value, risk profiles, and position within the industry, and with historical share price information sufficient to meet the expected life of the stock-based awards. The Company has estimated the expected life of its employee stock options using the “simplified” method, whereby the expected life equals the average of the vesting term and the original contractual term of the option. The risk-free interest rates for periods within the expected life of the option are based on the yields of zero-coupon U.S. treasury securities. The fair value of RSAs and RSUs is measured using the closing price of the Company’s common stock on the date of grant. Net Loss Per Share Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed using the sum of the weighted average number of common shares outstanding during the period, plus the weighted average number of potential shares of common stock from the assumed exercise of stock options, the assumed vesting of restricted stock awards and restricted stock units and the number of shares purchasable under the 2021 Employee Stock Purchase Plan (“2021 ESPP”), if dilutive. Since the Company was in a net loss position, basic and diluted net loss per share was the same for each of the periods presented. Comprehensive Loss Comprehensive loss is defined as a change in equity during a period from transactions and other events and circumstances from non-owner sources. Comprehensive loss is comprised of net loss, foreign currency translation adjustments and unrealized gains (losses) on marketable securities. Acquisitions The Company accounts for acquisitions of an asset or group of similar identifiable assets that do not meet the definition of a business as an asset acquisition using the cost accumulated method, whereby the cost of the acquisition, including certain transaction costs, is allocated to the assets acquired on the basis of their relative fair values. No goodwill is recognized in an asset acquisition. Intangible assets acquired in an asset acquisition for use in research and development activities which have no alternative future use are expensed as in-process research and development on the acquisition date. Intangible assets acquired for use in research and development activities which have an alternative future use are capitalized as in-process research and development. Future costs to develop these assets are recorded to research and development expense as they are incurred. Recent Accounting Pronouncements Recently Issued Accounting Pronouncements Not Yet Adopted 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 2023, with early adoption permitted. The Company will adopt this standard on January 1, 2023 and as the Company does not have material trade or financing receivables or held to maturity debt securities, the Company does not anticipate the adoption of this standard will have a material impact to the consolidated financial statements at adoption date. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in Entity’s Own Equity (“ASU 2020-06), which, among other things, provides guidance on how to account for contracts on an entity’s own equity. This ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. Specifically, the ASU eliminated the need for the Company to assess whether a contract on the entity’s own equity (1) permits settlement in unregistered shares, (2) whether counterparty rights rank higher shareholder’s rights, and (3) whether collateral is required. In addition, this ASU requires incremental disclosure related to contracts on the entity’s own equity and clarifies the treatment of certain financial instruments accounted for under this ASU on earnings per share. This ASU may be applied on a full retrospective or modified retrospective basis. The amendments within this ASU are effective for the Company’s fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption of the ASU is permitted to fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the potential impact that this standard may have on its consolidated financial statements and related disclosures. Recently Issued Accounting Pronouncements Adopted In February 2016, the FASB issued Accounting Standards Update ASU No. 2016-02, Leases (Topic 842). This guidance requires lessees to recognize right-of-use (“ROU”) assets and lease liabilities on the balance sheet and disclose key information about leasing arrangements. The Company adopted this standard effective January 1, 2022 , using the modified retrospective transition method applied at the effective date of the standard. Results for reporting periods beginning after January 1, 2022 are presented under the new leasing standard, while prior period amounts were not retrospectively adjusted and will continue to be reported in accordance with the Company’s historic accounting treatment. The new standard provides a number of optional practical expedients in transition. The Company elected to apply the package of practical expedients, which permits the Company not to reassess prior conclusions about lease identification, lease classification and initial direct costs for leases that existed prior to adoption of the new lease standard. The Company also elected to utilize the short-term lease recognition exemption for all leases that qualify and, for those leases that qualified, the Company does not recognize ROU assets or lease liabilities. Additionally, the Company elected not to separate lease and non-lease components for all classes of assets. Upon adoption, on the effective date of January 1, 2022, the Company recognized operating lease liabilities of approximately $ 1.4 million and corresponding operating lease right-of-use assets of approximately $ 1.4 million on the consolidated balance sheet. The Company does not have any finance leases. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is as follows: Level 1: Quote prices in active markets for identical assets or liabilities. Level 2: Inputs, other than the quoted prices included in Level 1 that are either directly or indirectly observable. Level 3: Unobservable inputs in which there is little or no market activity, which require the reporting entity to develop its own assumptions. The following tables present information about the fair value measurements of the Company’s financial assets and liabilities which are measured at fair value on a recurring basis, and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands): December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents Money market fund $ 22,721 $ — $ — $ 22,721 Total cash equivalents 22,721 — — 22,721 Marketable securities U.S. Treasury securities 39,567 — — 39,567 U.S. government agency securities — 74,979 — 74,979 Corporate debt securities — 2,990 — 2,990 Commercial paper — 171,866 — 171,866 Asset backed securities — 2,392 — 2,392 Total marketable securities 39,567 252,227 — 291,794 Total assets $ 62,288 $ 252,227 $ — $ 314,515 December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents Money market fund $ 23,712 $ — $ — $ 23,712 Corporate debt securities — 975 — 975 Commercial paper — 34,248 — 34,248 Total cash equivalents 23,712 35,223 — 58,935 Marketable securities U.S. Treasury securities 28,148 — — 28,148 Corporate debt securities — 4,039 — 4,039 Commercial paper — 176,735 — 176,735 Asset backed securities — 7,011 — 7,011 Total marketable securities 28,148 187,785 — 215,933 Total assets $ 51,860 $ 223,008 $ — $ 274,868 In determining the fair value of its Level 2 investments, the Company relied on the most recent observable inputs for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active or are directly or indirectly observable. These quoted prices were obtained by the Company with the assistance of a third-party pricing service based on available trade, bid or other observable market data for identical or similar securities. During the years ended December 31, 2022 and 2021, there were no transfers between Level 1, Level 2 and Level 3. As of December 31, 2022 and 2021, the fair value of the Company’s available-for-sale marketable securities by type of security was as follows (in thousands): December 31, 2022 Gross Gross Amortized Unrealized Unrealized Fair Cost Gain Loss Value Marketable securities: U.S. Treasury securities $ 39,989 $ — $ ( 422 ) $ 39,567 U.S. government agency securities 75,337 — ( 358 ) 74,979 Corporate debt securities 3,005 — ( 15 ) 2,990 Commercial paper 172,162 20 ( 316 ) 171,866 Asset backed securities 2,393 — ( 1 ) 2,392 Total marketable securities $ 292,886 $ 20 $ ( 1,112 ) $ 291,794 December 31, 2021 Gross Gross Amortized Unrealized Unrealized Fair Cost Gain Loss Value Marketable securities: U.S. Treasury securities $ 28,204 $ — $ ( 56 ) $ 28,148 Corporate debt securities 4,042 — ( 3 ) 4,039 Commercial paper 176,742 17 ( 24 ) 176,735 Asset backed securities 7,014 — ( 3 ) 7,011 Total marketable securities $ 216,002 $ 17 $ ( 86 ) $ 215,933 All of the Company’s marketable securities as of December 31, 2022 have maturity dates of three years or less. The Company reviews its marketable securities at each reporting date to determine if any security is other-than-temporarily impaired, which would require the Company to record an impairment charge in that respective period. In making this judgment, the Company considers the intent and ability to retain the investment for a period of time sufficient to allow for any anticipated recovery in market value and the duration and extent that the market value has been less than cost. As of December 31, 2022, 37 available-for-sale marketable securities were in an unrealized loss position. Of the 37 available-for-sale marketable securities in an unrealized loss position, 32 had been in an unrealized loss position for less than 12 months and 5 had been in an unrealized loss position for greater than 12 months. The Company evaluated the securities individually for other-than-temporary impairment and considered the unrealized losses to be temporary in nature as the Company has no intent to sell these securities and it is not more likely than not that the Company will be required to sell these investments before recovery of their amortized cost basis. Additionally, each security remained at a high credit quality rating. The decline in market value was primarily attributable to an increase in interest rates during the year ended December 31, 2022. As such, the Company has classified the losses as temporary in nature. At December 31, 2021, there were 26 available-for-sale marketable securities in an unrealized loss position, all of which had been in an unrealized loss position for less than 12 months , and the unrealized losses of each security were immaterial individually and in the aggregate. Between February 2019 and December 2019, the Company issued convertible promissory notes (“Convertible Notes”) to certain related parties and amended the Convertible Notes in August 2020 (Note 6). The Convertible Notes contained a change in control feature which was determined to meet the definition of a derivative (“Change of Control Derivative Liability – Related Party”). Each reporting period, the Company remeasured the Change of Control Derivative Liability – Related Party to its estimated fair value. To determine the estimated fair value of the Change of Control Derivative Liability – Related Party, the Company used a combination of probability analysis and Monte Carlo simulation methodology. Probabilities were used to establish a distribution of time to a financing or change of control and the Monte Carlo simulation was used to forecast future equity values at the time of either event, which then were used to estimate the future values of the Convertible Notes upon conversion or payout upon either event. The key inputs to the Monte Carlo simulation included inputs including the common stock price, volatility of common stock, the risk-free interest rate and the probability of conversion into common shares at the conversion rate in the event of a change in control or major transaction (e.g., liquidity). Fair value measurements are highly sensitive to changes in these inputs and significant changes could have resulted in a significantly higher or lower fair value and resulting expense or gain. During 2020, the Company also entered into various SAFEs (Note 6). These Convertible SAFE Notes were accounted for as a liability in accordance with ASC 480, Distinguishing Liabilities from Equity , and were stated at fair value based on Level 3 inputs. The fair value of the Convertible SAFE Notes was based on a combination of probability analysis and Monte Carlo simulation methodology. Probabilities were used to establish a distribution of time to a financing or change of control and the Monte Carlo simulation was used to forecast future equity values at the time of either event, which then were used to estimate the future values of the Convertible SAFE Notes upon conversion or payout upon either event. The key inputs to the Monte Carlo simulation included inputs including the common stock price, volatility of common stock, the risk-free interest rate and the probability of conversion into common shares at the conversion rate in the event of a change in control or major transaction (e.g., liquidity). The Convertible SAFE Notes were initially recorded at an amount equal to the value of consideration received. On February 26, 2021, the Company received $ 57.3 million in cash in connection with a Series A Preferred Stock financing. The Series A Preferred Stock financing agreement included a mutually agreed upon right for the same investors to purchase an additional $ 57.0 million in Series A Preferred Stock and a related 507,133 shares of common stock in connection with a second closing of the same Series A Preferred Stock financing. The tranche right associated with the second closing of the Series A Preferred Stock financing was accounted for as a liability (“Tranche Liability”). On June 10, 2021, the Series A Preferred Stock financing investors exercised their right, and the Company received an additional $ 57.0 million in proceeds in the second closing of the Series A Preferred Stock financing (Note 8). The following table summarizes the activity of this Level 3 liability during the year ended December 31, 2021 (in thousands): Change of Control Convertible Derivative SAFE Series A Liability - Related Notes - Related Tranche Party Party Liability Balance at December 31, 2020 $ 16,849 $ 9,727 $ — Issuance of Series A tranche liability — — 1,552 Change in fair value 6,883 4,168 5,476 Conversion of debt instruments to Series A-1 preferred stock ( 23,732 ) ( 13,895 ) — Conversion of Series A tranche liability to Series A preferred — — ( 7,028 ) Balance at December 31, 2021 $ — $ — $ — |
Consolidated Balance Sheet Deta
Consolidated Balance Sheet Details | 12 Months Ended |
Dec. 31, 2022 | |
Consolidated Balance Sheet [Abstract] | |
Consolidated Balance Sheet Details | 4. Consolidated Balance Sheet Details Property and Equipment, net Property and equipment, net as of December 31, 2022 and 2021 consisted of the following (in thousands): December 31, 2022 2021 Internal-use software $ 188 $ — Laboratory equipment 142 134 Furniture and fixtures 104 98 Computer hardware and software 68 46 Property and equipment, gross 502 278 Less: accumulated depreciation ( 95 ) ( 24 ) Property and equipment, net $ 407 $ 254 During the year ended December 31, 2022, depreciation expense was approximately $ 0.1 million. Depreciation expense for the year ended December 31, 2021 was an immaterial amount. Accrued Expenses Accrued expenses consisted of the following (in thousands): December 31, 2022 2021 Accrued research and development costs $ 2,450 $ 3,893 Accrued clinical trial costs 1,235 1,025 Accrued payroll liabilities 4,208 2,373 Other accrued liabilities 1,557 156 Accrued related party liabilities 64 175 Total accrued expenses $ 9,514 $ 7,622 |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Acquisitions | 5. Acquisitions In February 2021, in connection with the Series A and Series A-1 Preferred Stock financing (Note 8), the Company acquired all of the outstanding equity and convertible debt interests of Oppilan and Zomagen. Certain investors of Oppilan and Zomagen are also investors of the Company and are considered related parties. Details of the acquisitions are as follows: • Pursuant to the terms of the Share Purchase Agreement (the “Oppilan Purchase Agreement”), upon closing, the Company issued to the shareholders of Oppilan 360,854 shares of Ventyx common stock valued at $ 3.06 per share, 4,049,143 shares of Series A-1 Preferred Stock valued at $ 3.06 per share and options to purchase 75,955 shares of Ventyx common stock valued at a weighted average fair value of $ 1.86 per share in exchange for all of the outstanding equity interests of Oppilan. • Pursuant to the terms of the Share Purchase Agreement (the “Zomagen Purchase Agreement”), upon closing, the Company issued to the shareholders of Zomagen 457,944 shares of Ventyx common stock valued at $ 3.06 per share, 2,003,768 shares of Series A-1 Preferred Stock valued at $ 3.06 per share and options to purchase 30,483 shares of Ventyx common stock valued at a weighted average fair value of $ 2.87 per share in exchange for all of the outstanding equity interests of Zomagen. Oppilan and Zomagen do not have an organized workforce that significantly contribute to their ability to create output. Additionally, substantially all of the fair value of the gross assets acquired were in-process research and development (“IPR&D”) intangible assets. The Company concluded that the acquisitions of Oppilan and Zomagen did not meet the definition of a business combination pursuant to FASB ASC 805, Business Combinations . The fair value of the consideration provided in the acquisitions was $ 14.0 million and $ 7.8 million for Oppilan and Zomagen, respectively. The excess of the cost of acquisition over net assets acquired was $ 12.8 million and $ 8.9 million for Oppilan and Zomagen, respectively. Management determined that there was no alternative future use of the IPR&D assets acquired and, accordingly, the excess of the cost of the acquisition over the net assets acquired was expensed as IPR&D at the acquisition date. For the year ended December 31, 2021, we recorded the excess IPR&D costs of $ 21.7 million in research and development costs within the Company’s consolidated statements of operations and comprehensive loss. The net assets (liabilities) acquired were as follows (in thousands): Oppilan Zomagen Total Cash and cash equivalents $ 1,748 $ 151 $ 1,899 Prepaid expenses and other assets 587 12 599 Property and equipment, net 10 6 16 Other long-term assets — 7 7 Accounts payable ( 453 ) ( 349 ) ( 802 ) Accrued expenses ( 722 ) ( 854 ) ( 1,576 ) Net assets (liabilities) acquired $ 1,170 $ ( 1,027 ) $ 143 The determination of the purchase price and related charge to IPR&D was as follows (in thousands): Oppilan Zomagen Total Net assets (liabilities) acquired $ 1,170 $ ( 1,027 ) $ 143 Fair value of shares issued 13,498 7,534 21,032 Transaction fees 370 207 577 Fair value of vested common stock options exchanged 141 87 228 Purchase price 14,009 7,828 21,837 Acquired IPR&D $ 12,839 $ 8,855 $ 21,694 |
Debt _ Related Party
Debt – Related Party | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt – Related Party | 6. Debt – Related Party Convertible Promissory Notes – Related Party In August 2020, the Company and holders amended the then outstanding Convertible Notes with a principal amount due of $ 3.7 million to (i) extend the maturity dates to February 2022 ; (ii) remove interest requirements; (iii) amend the Change of Control feature (as specifically defined in the original Convertible Notes agreements); and (iv) add an optional conversion feature (the “Amended Notes”). The amended Change of Control feature required the Company to provide in a definitive acquisition agreement governing such event to provide that the holders would receive an aggregate of 69.75 % of the proceeds that were otherwise payable or issuable to the Company equity holders in such event. The amended conversion feature allowed for, at the election of the holders, the right to convert the outstanding principal into an aggregate of 16,085,121 shares of fully paid and nonassessable shares of a newly created series of preferred stock of the Company, intended to represent 69.75 % of the outstanding shares of capital stock of the Company on a fully-diluted basis. The Company concluded that the amendment to the Convertible Notes in August 2020 represented an extinguishment. Given that the Holders of the Convertible Notes were a related party, the amendment was treated as a related party extinguishment of the original Convertible Notes and accounted for as a capital transaction. The Company recognized the difference between the carrying value of the notes as of the extinguishment date and the fair value post modification as a $ 1.4 million increase to additional paid-in capital during the year ended December 31, 2020. The Company also evaluated the Amended Notes agreement for embedded features that might require bifurcation from the Amended Notes. The ability for each holder to elect to redeem the Amended Notes upon a change of control resulted in a change in control derivative liability feature that met the definition of a derivative and required bifurcation from the Amended Notes. The Company allocated a value of $ 1.0 million to the change in control derivative liability feature based on a probability assessment at the date of issuance as of the amendment date. The change in value of the Change of Control Derivative Liability – Related Party as a result of the extinguishment of $ 0.1 million was recorded as an increase to additional paid-in capital. At each balance sheet date, the Company remeasured the fair value of the Change of Control Derivative Liability – Related Party, with changes in fair value recognized as a component of other income (expense) in the consolidated statements of operations and comprehensive loss. For the year ended December 31, 2020, the Company recorded an increase to the Change of Control Derivative Liability – Related Party of $ 16.8 million. In February 2021, the Amended Notes converted into shares of the Company’s Series A-1 Preferred Stock issued in conjunction with the Oppilan and Zomagen acquisitions (Note 5). Upon conversion, the Company approved an in-substance amendment which allowed for the holders to receive shares based upon the change of control terms of the Amended Notes, even though a change of control, as defined in the Amended Notes agreement, had not been met. Management concluded that the amendment resulted in an instrument substantially different from the original, resulting in the overall transaction being accounted for as an extinguishment. The Company recorded a final fair value adjustment during the year ended December 31, 2021 of $ 6.9 million based on the estimated fair value as of the extinguishment date (Note 3). Upon extinguishment and conversion, the difference between the fair value of the Amended Notes and the Change of Control Derivative Liability – Related Party of $ 26.7 million and the fair value of securities received of $ 31.4 million, was recorded as a reduction of $ 4.7 million to additional paid-in capital, as the holders of the notes were related parties. As of December 31, 2022 and 2021, the Company had no long-term debt outstanding. Convertible SAFE Notes – Related Party From January 2020 through July 2020, the Company received $ 2.8 million of advances from several related party investors. In August 2020, the Company amended the terms of the advances, resulting in the Company entering into multiple Simple Agreement for Future Equity arrangements with the same related party investors. The amendment was accounted for as a modification and the Company recorded the difference between the carrying value and the fair value of the notes of $ 0.2 million as an increase to additional paid-in capital at the date of modification, as the holders of the SAFE Notes were related parties. The modified terms of these SAFE Notes are included below, and collectively referred to as the “Convertible SAFE Notes”. January 2020 SAFE In January 2020, the Company raised $ 0.2 million by entering into a Simple Agreement for Future Equity (“January 2020 SAFE”) with certain related party investors. The January 2020 SAFE had no maturity date and bore no interest. The holders of the January 2020 SAFE had the right, at the election of the holders, together with the Amended Notes, to convert the January 2020 SAFE purchase amount and Amended Notes’ principal, into an aggregate of 16,085,121 shares of fully paid and nonassessable shares of a newly created series of preferred stock of the Company with a 1x liquidation preference. Upon the occurrence of a sale of the Company or an IPO, each holder could elect to require the Company to provide in the definitive acquisition agreement governing such event to provide that the holders would receive an aggregate of 69.75 % of the proceeds that were otherwise payable or issuable to the Company’s equity holders in such event. Upon an event of dissolution, the holders of the January 2020 SAFE could have received cash payment equal to the purchase amount. The Company determined that the January 2020 SAFE was not legal form debt (i.e., no creditors’ rights) but allowed for redemption based upon certain events that were outside of the control of the Company. The January 2020 SAFE was classified as a marked-to-market liability pursuant to ASC 480, Distinguishing Liabilities from Equity . The January 2020 SAFE was measured at fair value at issuance and each reporting period, with changes in fair value recorded within the consolidated statements of operations and comprehensive loss (Note 3). The January 2020 SAFE converted into 555,297 shares of the Company’s A-1 Convertible Preferred Stock issued in February 2021 in conjunction with the Oppilan and Zomagen acquisitions referred to in Note 5 above. February 2020 SAFE In February 2020, the Company entered into a Simple Agreement for Future Equity (“February 2020 SAFE”) with certain related parties that allowed for a series of advances and raised $ 1.3 million between February 2020 and April 2020. The February 2020 SAFE had no maturity date and bore no interest. The holders of the February 2020 SAFE had the right upon a financing to convert the purchase amount automatically into the type of stock issued in the financing at a per share conversion price equal to the lowest price paid by investors in the financing. The holders of the February 2020 SAFE had a right upon conversion of the Amended Notes to receive an aggregate of 784,341 shares of the existing Preferred Stock then authorized by the Company (“Equity Kicker”). Upon the occurrence of a sale of the Company or an IPO, each holder could elect to redeem the February 2020 SAFE at a price equal to the purchase amount. Upon sale of the Company, in addition to receiving the purchase amount, each holder could have elected to receive the Equity Kicker or required the Company to provide in the definitive acquisition agreement governing such event to provide that the holders would receive an aggregate of 5.25 % of the proceeds that were otherwise payable or issuable to the Company’s equity holders in such event. Upon an event of dissolution, the holders of the February 2020 SAFE could have received cash payment equal to the purchase amount. The Company determined that the February 2020 SAFE was not legal form debt (i.e., no creditors’ rights) but allowed for redemption based upon certain events that were outside of the control of the Company. The February 2020 SAFE was classified as a marked-to-market liability pursuant to ASC 480, Distinguishing Liabilities from Equity . The February 2020 SAFE was measured at fair value, with changes in fair value recorded within the consolidated statements of operations and comprehensive loss (Note 3). The February 2020 SAFE converted into 922,875 shares of the Company’s Series A-1 Preferred Stock issued in February 2021 in conjunction with the Oppilan and Zomagen acquisitions referred to in Note 5 above. May 2020 SAFE In May 2020, the Company entered into a Simple Agreement for Future Equity (“May 2020 SAFE”) with investors that allowed for a series of advances and raised $ 4.6 million between May 2020 and December 2020. The May 2020 SAFE had no maturity date and bore no interest. The holders of the May 2020 SAFE had the right to convert the purchase amount automatically into the type of stock issued in a qualified financing at a per share conversion price equal to the lowest price paid by investors in the financing. Upon the occurrence of a sale of the Company or an IPO, each holder could elect to redeem the May 2020 SAFE at a price equal to purchase amount together with a premium equal to the purchase amount. Upon an event of dissolution, the holders of the May 2020 SAFE could have received cash payment equal to the purchase amount. The Company determined that the May 2020 SAFE was not legal form debt (i.e., no creditors’ rights) but allowed for redemption based upon certain events that were outside of the control of the Company. The May 2020 SAFE was classified as a marked-to-market liability pursuant to ASC 480, Distinguishing Liabilities from Equity . The May 2020 SAFE was measured at fair value, with changes in fair value recorded within the consolidated statements of operations and comprehensive loss (Note 3). The May 2020 SAFE converted into 962,423 shares of the Company’s Series A-1 Preferred Stock issued in February 2021 in conjunction with the Oppilan and Zomagen acquisitions referred to in Note 5 above. January 2021 SAFE In January 2021, the Company raised $ 0.5 million by entering into a Simple Agreement for Future Equity (“January 2021 SAFE”) with certain related party investors. The January 2021 SAFE had no maturity date and bore no interest. The holders of the January 2021 SAFE had the right to convert the purchase amount automatically into the type of stock issued in a qualified financing at a per share conversion price equal to the lowest price paid by investors in the financing. Upon the occurrence of a sale of the Company or an IPO, each holder could elect to redeem the January 2021 SAFE at a price equal to the purchase amount together with a premium equal to the purchase amount. Upon an event of dissolution, the holders of the January 2021 SAFE could have received cash payment equal to the purchase amount. The Company determined that the January 2021 SAFE was not legal form debt (i.e., no creditors’ rights) but allowed for redemption based upon certain events that were outside of the control of the Company. The January 2021 SAFE was classified as a marked-to-market liability pursuant to ASC 480, Distinguishing Liabilities from Equity . The January 2021 SAFE was measured at fair value, with changes in fair value recorded within the consolidated statements of operations and comprehensive loss (Note 3). The January 2021 SAFE converted into 49,346 shares of the Company’s Series A Preferred Stock issued in February 2021 in conjunction with the Oppilan and Zomagen acquisitions referred to in Note 5 above. In connection with the closing of the initial public offering, the 2,440,595 and 49,346 outstanding shares of Series A-1 Preferred Stock and Series A Preferred Stock, respectively, associated with the Convertible SAFE Notes converted into 2,489,941 shares of common stock. See Note 1 above for a description of the IPO. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. Commitments and Contingencies Litigation In the ordinary course of its business, the Company may be involved in various legal proceedings involving contractual and employment relationships, patent or other intellectual property rights, and a variety of other matters. The Company is not aware of any pending legal proceedings that would reasonably be expected to have a material impact on the Company’s financial position or results of operations. |
Convertible Preferred Stock
Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Convertible Preferred Stock | 8. Convertible Preferred Stock Series A Convertible Preferred Shares On February 26, 2021, the Company received gross proceeds of $ 57.3 million in cash in connection with its Series A Preferred Stock financing from various related party investors. The Company issued 6,283,401 shares at a purchase price of $ 9.12 per share. The Company incurred issuance costs related to its Series A Preferred Stock financing of $ 0.4 million, which were recorded as a reduction of the total proceeds. The Series A purchase agreement allowed the original investors to purchase an additional 6,250,504 shares of Series A convertible preferred shares (the “Additional Shares”), on the same terms and conditions as the original issuance at the original issue price of $ 9.12 per share (the “Second Closing” or “Tranche Liability”) upon the election of at least a majority of the then outstanding shares. On June 10, 2021, the Series A Preferred Stock investors exercised their right to purchase the Additional Shares, and the Company received an additional $ 57.0 million in proceeds in the second closing of the Series A Preferred Stock financing. The Series A Preferred Stock has a $ 0.0001 par value. Deemed Dividend On February 26, 2021, in connection with the $ 57.3 million in cash received with the Series A Preferred Stock financing, the Company issued 507,133 incremental common shares to a Series A investor. The fair value of the incremental common shares of $ 1.6 million was treated as a deemed dividend during the year ended December 31, 2021. The deemed dividend is reflected on the face of the consolidated statement of operations and comprehensive loss for the year ended December 31, 2021 as a reduction to net loss to arrive at net loss attributable to common shareholders. Series A Convertible Shares – Tranche Liability The rights and preferences of the Series A Preferred Stock sold under the two tranches had the same rights and preferences. The Company concluded that these rights or obligations of the investors to participate in tranches of Series A convertible preferred shares met the definition of a freestanding financial instrument that was required to be recorded as a liability at fair value as (i) the instruments were legally detachable and separately exercisable from the Series A convertible preferred shares and (ii) the rights would require the Company to transfer assets upon future closings of the Series A convertible preferred shares. In addition, the Company was obligated to issue 507,133 shares of common stock to a Series A investor if they participated in the second tranche. Given the common shares were linked to the second tranche, they were also considered a component of the Tranche Liability. Upon the closing of the Series A Preferred Stock financing in February 2021, the fair value of the tranche right was $ 1.5 million. On June 10, 2021, the Series A Preferred Stock investors exercised their right and the Company received an additional $ 57.0 million in proceeds in the second closing of the Series A Preferred Stock financing. The Company recorded a change in fair value of the Series A Tranche Liability of $ 5.5 million, which was recognized in the Company’s consolidated statement of operations and comprehensive loss for the year ended December 31, 2021. Series A-1 Convertible Preferred Shares On February 26, 2021, the Company issued 4,049,143 and 2,003,768 shares of Series A-1 Preferred Stock to the former equity and debt security holders of Oppilan and Zomagen, respectively. Additionally, on February 26, 2021, the Company issued 12,713,585 shares of Series A-1 Preferred Stock upon the conversion of the Amended Notes and Convertible SAFE Notes with a principal amount outstanding of $ 9.8 million (Note 6). Series B Convertible Preferred Shares On September 9, 2021, the Company received gross proceeds of $ 51.0 million in cash in connection with its Series B Preferred Stock financing from various related party investors. The Company issued 4,029,275 shares of Series B Preferred Stock, $ 0.0001 par value, at a purchase price of $ 12.66 per share. The Company incurred issuance costs related to its Series B Preferred Stock financing of $ 0.2 million, which were recorded as a reduction of the total proceeds. Conversion of Convertible Preferred Shares into Common Stock In connection with the closing of the Company’s initial public offering in October 2021, all 12.5 million outstanding shares of Series A Preferred Stock, 18.8 million outstanding shares of Series A-1 Preferred Stock and 4.0 million shares of Series B Preferred Stock converted into an aggregate of 35.3 million shares of common stock. Description of Securities Prior to the Company’s IPO, the rights and preferences of the convertible preferred stock were as follows: Dividends The holders of then outstanding shares of Series A Preferred Stock and Series B Preferred Stock (“Senior Convertible Preferred Stock”) were entitled to receive, only when, as and if declared by the Board of Directors, out of any funds and assets legally available therefore, dividends at the rate of 8.0 % of the applicable original issue price of $ 9.12 and $ 12.66 per share for each share of Series A and Series B Preferred Stock, respectively, prior and in preference to any declaration or payment of any other dividend (other than dividends on shares of common stock payable in shares of common stock). The right to receive dividends on shares of Senior Convertible Preferred Stock pursuant to the preceding sentence were not cumulative, and no right to dividends were to accrue to holders of Senior Convertible Preferred Stock by reason of the fact that dividends on said shares were not declared. The Company could not declare, pay or set aside any dividends on shares of Series A-1 Preferred Stock, common stock or any other class or series of capital stock of the Company (other than dividends on shares of common stock payable in shares of common stock). The original issue price of the Series A-1 Preferred Stock was $ 9.56 per share. No dividends were declared from the date of issuance of the convertible preferred shares through the initial public offering date in October 2021 when the convertible preferred shares converted into common stock. Liquidation In the event of (a) any voluntary liquidation, dissolution or winding up of the Company, the holders of shares of Senior Convertible Preferred Stock then outstanding were to be entitled to be paid out of the assets of the Company available for distribution to its stockholders, and (b) a deemed liquidation event, the holders of shares of Senior Convertible Preferred Stock then outstanding were to be entitled to be paid out of the consideration payable to stockholders in such deemed liquidation event or out of the available proceeds, as applicable, on a pari passu basis among each other, before any payments could be made to the holders of Series A-1 Preferred Stock or common stock by reason of their ownership thereof, an amount per share equal to one times the applicable original issue price, plus any dividends declared but unpaid thereon. If, upon any such liquidation, dissolution or winding up of the Company or deemed liquidation event, the assets of the Company available for distribution to its stockholders were insufficient to pay the holders of shares of Senior Convertible Preferred Stock the full amount to which they were entitled, the holders of shares of Senior Convertible Preferred Stock would share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would have otherwise been payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. In the event of (a) any voluntary or involuntary liquidation, dissolution or winding up of the Company, after the payment in full of all preferred liquidation amounts required to be paid to the holders of shares of Senior Convertible Preferred Stock, the remaining assets of the Company available for distribution to its stockholders and not payable to the holders of Senior Convertible Preferred Stock as defined above, or (b) a deemed liquidation event, after the payment in full of all preferred liquidation amounts required to be paid to the holders of shares of Senior Convertible Preferred Stock the consideration available for distribution to the stockholders of the Company and not payable to the holders of shares of Senior Convertible Preferred Stock, or the available proceeds not payable to the holders of shares of Senior Convertible Preferred Stock pursuant to the preceding paragraph, as the case may be, were to be distributed among the holders of the shares of Senior Convertible Preferred Stock, Series A-1 Preferred Stock and common stock, pro rata based on the number of shares held by each such holder, treating for this purpose all such shares of Senior Convertible Preferred Stock and Series A-1 Preferred Stock as if they had been converted to common stock pursuant to the terms of the Second Amended and Restated Certificate of Incorporation immediately prior to such liquidation, dissolution or winding up of the Company or such deemed liquidation event. Conversion Each share of Senior Convertible Preferred Stock and Series A-1 Preferred Stock were convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and non-assessable shares of common stock as was determined by dividing the applicable original issue price by the applicable conversion price in effect at the time of conversion, provided that such holder could waive such option to convert upon written notice to the Company. The conversion price was initially equal to $ 9.12 , $ 12.66 and $ 9.56 per share for the Series A Preferred Stock, Series B Preferred Stock and Series A-1 Preferred Stock, respectively, and was subject to adjustment. In the event of a liquidation, dissolution or winding up of the Company or a deemed liquidation event, the conversion rights would terminate at the close of business on the last full day preceding the date fixed for the payment of any such amounts distributable on such event to the holders of Senior Convertible Preferred Stock and Series A-1 Preferred Stock, provided that the foregoing termination of conversion rights did not affect the amount otherwise paid or payable to holders of Senior Convertible Preferred Stock and Series A-1 Preferred Stock pursuant to such liquidation, dissolution or winding up of the Company or a deemed liquidation event. Upon either (a) the closing of the sale of shares of common stock to the public at a price of at least $ 12.66 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the common stock) in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $ 75.0 million of gross proceeds to the Company and in connection with such offering the common stock was listed for trading on the Nasdaq Stock Market’s National Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, or (b) the date and time, or the occurrence of an event, specified by vote or written consent of the Requisite Holders, then (i) all outstanding shares of Senior Convertible Preferred Stock and Series A-1 Preferred Stock would automatically be converted into shares of common stock, at the then effective conversion rate as calculated and (ii) such shares could not be reissued by the Company. Voting Rights On any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company, each holder of outstanding shares of Senior Convertible Preferred Stock and Series A-1 Preferred Stock was entitled to cast the number of votes equal to the number of whole shares of common stock into which the shares of Senior Convertible Preferred Stock and Series A-1 Preferred Stock held by such holder was convertible into as of the record date for determining stockholders entitled to vote on such matter. Except as provided by law or by the other provisions of the Second Amended and Restated Certificate of Incorporation, holders of Senior Convertible Preferred Stock and Series A-1 Preferred Stock voted together with the holders of common stock as a single class and on an as-converted to common stock basis. Redemption The shares of Senior Convertible Preferred Stock and Series A-1 Preferred Stock were not redeemable by any holder thereof. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | 9. Stockholders’ Equity In September 2022, the Company issued and sold 5,350,000 shares of its common stock in a private placement at an offering price of $ 33.00 per share for aggregate gross proceeds of approximately $ 176.6 million. The Company received $ 165.2 million in net proceeds after deducting fees to the placement agents and offering expenses payable by the Company. Common Stock The Company is authorized to issue up to 900,000,000 shares of common stock having a par value of $ 0.0001 par value as of December 31, 2022 and 2021. Holders of outstanding shares of common stock are entitled to one vote for each share of common stock held at all meetings of stockholders. Prior to the Company’s IPO, the common stockholders were not entitled to vote on any amendment to the Second Amended and Restated Certificate of Incorporation that related solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled to vote thereon. Subject to the rights of the holders of any class of the Company’s capital stock having any preference or priority over common stock, the holders of common stock are entitled to receive dividends that are declared by the Company’s board of directors out of legally available funds. Common stock reserved for future issuance is as follows (in common stock equivalents shares) as of December 31, 2022: December 31, 2022 Issued and outstanding: Stock options 7,592,856 Restricted stock awards 45,002 Restricted stock units 569,757 Authorized for future stock award grants: 2021 Equity Incentive Plan 1,195,138 2021 Employee Stock Purchase Plan 488,843 Total 9,891,596 2022 ATM Sales Agreement In December 2022, the Company entered into an Open Market Sales Agreement SM (“Sales Agreement”) with Jefferies LLC (“Jefferies”), as sales agent, pursuant to which the Company could offer and sell in an at-the-market offering, from time to time through Jefferies, shares of common stock providing for aggregate sales proceeds of up to $ 150.0 million. The Company has no obligation to sell any shares under the Sales Agreement, and could at any time suspend solicitations and offers under the Sales Agreement. No sales had been made pursuant to the Sales Agreement as of December 31, 2022. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | 10. Leases In February 2021, the Company assumed an operating lease in Encinitas, California for its office facilities, and in June 2021 the Company signed an amendment to add an additional term and additional suites in the office building in Encinitas, California. This non-cancellable lease expires on June 30, 2026 . In September 2021, the Company executed an operating lease which adds existing office space in its existing building in Encinitas, California. The non-cancellable lease also expires on June 30, 2026 . In May 2022, the Company entered into a lease agreement to add office space to its existing lease in Encinitas, California. The non-cancellable lease commenced on June 1, 2022 and expires on June 30, 2026 . The Company recognized operating lease liabilities of approximately $ 0.5 million and corresponding operating lease right-of-use assets of approximately $ 0.5 million on the consolidated balance sheet as of December 31, 2022. The office building leases do not contain renewal options. In March 2021, the Company signed a three-year operating lease for a multi-function ventilated research laboratory and office space in Ghent, Belgium. The non-cancellable lease expires on June 30, 2024 . This laboratory and office space lease includes two , two-year renewal options. The Company’s leases have remaining terms ranging between two years to four years . The leases contain various termination options . The Company leases do not contain any residual value guarantees or material restrictive covenants. The weighted average remaining lease term and discount rate for the Company’s operating leases were approximately 3.4 years and 9.0 %, respectively, at December 31, 2022. During the year ended December 31, 2022, the Company recognized operating lease costs of $ 0.5 million and $ 0.1 million of variable lease costs during the period. In addition, the Company made cash payments of $ 0.5 million for operating leases during the year ended December 31, 2022, which are included in cash flows from operating activities in the consolidated statements of cash flows. Supplemental cash flow information related to operating leases for the year ended December 31, 2022 is as follows (in thousands): Year ended December 31, 2022 Noncash activity: Right-of-use assets obtained in exchange for operating lease liabilities $ 1,384 Right-of-use assets obtained in exchange for operating lease liabilities $ 508 The Company’s right-of-use assets and lease liabilities were as follows at December 31, 2022 (in thousands): December 31, 2022 Assets: Operating lease right-of-use assets $ 1,537 Liabilities: Current portion of operating lease liabilities 412 Operating lease liabilities, net of current portion 1,146 Total lease liabilities $ 1,558 Future minimum payments under non-cancellable leases as of December 31, 2022 were as follows (in thousands): Years ending December 31, 2023 $ 531 2024 517 2025 502 2026 255 Total future minimum lease payments 1,805 Less: imputed interest ( 247 ) Present value of lease liabilities 1,558 Less: lease liabilities, current ( 412 ) Lease liabilities, net of current portion $ 1,146 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 11. Stock-Based Compensation Equity Incentive Plans In February 2019, the Company adopted its 2019 Equity Incentive Plan (the “2019 Plan”) and in October 2021, the 2019 Plan was terminated as to new awards and the Company’s board of directors adopted, and the Company’s stockholders approved, the 2021 Equity Incentive Plan (the “2021 Plan”), which became effective on October 19, 2021. The 2021 Plan provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units and performance awards to employees, directors or consultants of the Company. The number of common shares available for issuance under the 2021 Plan is 5,612,000 shares of common stock plus any common shares subject to stock options, restricted stock units or similar awards granted under the 2019 Plan that expire, are forfeited or otherwise terminate without having been exercised in full, are tendered to or withheld by the Company for payment of an exercise price or for tax withholding obligations or are forfeited to or repurchased by the Company due to failure to vest, with the maximum number of common shares to be added to the 2021 Plan equal to 4,978,561 common shares. Additionally, shares available for issuance under the 2021 Plan increase on the first day of each fiscal year, beginning with the Company’s 2023 fiscal year, equal to the lesser of 5,102,000 common shares, 5 % of the outstanding common shares on the last day of the immediately preceding fiscal year, or such number of common shares determined by the board of directors. On January 1, 2023, the number of shares of common stock that may be issued under the 2021 Plan was automatically increased by 2,851,292 shares. Options granted under the 2019 Plan and 2021 Plan (the “Plans”) generally vest over a period of between 2 and 4 years and expire 10 years from the grant date. As of December 31, 2022 and 2021, the Company had 6,161,504 and 5,612,000 shares, respectively, authorized for issuance under the Plans, and 1,195,138 and 3,799,570 shares, respectively, remained available for grant. Total share-based compensation expense was comprised of the following (in thousands): Year ended December 31, 2022 2021 Research and development $ 6,619 $ 820 General and administrative 9,951 1,910 Total stock-based compensation expense $ 16,570 $ 2,730 Stock Options The following table summarizes stock option activity for the year ended December 31, 2022: Weighted Weighted Average Average Remaining Aggregate Number Exercise Contractual Intrinsic of Shares Price Term Value (in years) (in thousands) Outstanding as of December 31, 2021 6,010,490 $ 6.83 9.27 $ 78,630 Granted 3,329,355 17.43 Exercised ( 959,066 ) 2.20 Forfeited and cancelled ( 787,923 ) 9.18 Outstanding as of December 31, 2022 7,592,856 $ 11.82 8.74 $ 159,929 Options vested and expected to vest as of December 31, 2022 7,592,856 $ 11.82 8.74 $ 159,929 Options exercisable as of December 31, 2022 2,497,174 $ 6.65 8.24 $ 65,285 The weighted average grant date fair value of stock options granted during the years ended December 31, 2022 and 2021 was $ 11.36 and $ 5.90 per share, respectively. The intrinsic value of a stock option is the difference between the market price of the common stock at measurement date and the exercise price of the option. The total intrinsic value of stock options exercised during the year ended December 31, 2022 and 2021 was $ 17.7 million and $ 2.2 million, respectively. The fair value of each option award is estimated on the date of grant using the Black-Scholes model. The following assumptions were used in the Black-Scholes option pricing model to estimate the fair value of stock options granted to employees under the Company’s Plans during the periods presented: Year ended December 31, 2022 2021 Risk-free interest rate 0.9 % - 4.4 % 0.7 % - 1.3 % Expected volatility 67.9 % - 75.0 % 75.0 % - 80.0 % Expected term (in years) 0.3 - 10.0 5.0 - 10.0 Expected dividend yield — — Risk-free interest rate. The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant for zero coupon U.S. Treasury bonds with maturities similar to the expected term of the award being valued. Expected volatility . Given the Company’s limited historical stock price volatility data, the expected volatility assumption is based on volatilities of a peer group of similar companies whose share prices are publicly available. The peer group was developed based on companies in the biotechnology industry. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available. Expected term. The expected term represents the period of time that options are expected to be outstanding. Because the Company does not have historical exercise behavior, it determined the expected life assumption using the simplified method for employees, which is an average of the contractual term of the option and its vesting period. The expected term for nonemployee options is generally the contractual term. Expected dividend yield. The Company bases the expected dividend yield assumption on the fact that it has never paid cash dividends and has no present intention to pay cash dividends and, therefore, used an expected dividend yield of zero . Stock-based compensation expense related to stock options was $ 13.6 million and $ 2.5 million for the years ended December 31, 2022 and 2021, respectively. During the year ended December 31, 2022, the Company recorded incremental stock-based compensation expense of approximately $ 0.3 million pertaining to the modification of stock options in connection with the termination of two employees. The modification provided for an acceleration of unvested options, resulting in additional compensation expense that was immediately recognized. As of December 31, 2022, unrecognized stock-based compensation was $ 44.5 million which is expected to be recognized over the weighted average period of 2.8 years. Restricted Stock Awards The Company grants restricted stock awards pursuant to the Plans and satisfies such grants through the issuance of new shares. Restricted stock awards generally vest over a period of 3 years . Upon the termination of service of a restricted stockholder, the Company has the option to repurchase any unvested shares and based on this, restricted stock awards are not included in outstanding common stock until fully vested. During the years ended December 31, 2022 and 2021, the Company repurchased zero and 9,079 shares, respectively. The following table summarizes restricted stock award activity for the year ended December 31, 2022: Weighted Average Grant Date Number Fair Value of Shares Per Share Unvested balance as of December 31, 2021 117,872 $ 2.80 Vested ( 72,870 ) 2.41 Unvested balance as of December 31, 2022 45,002 $ 3.45 The Company records a liability for unvested restricted stock awards subject to repurchase and reduces the liability as the underlying shares vest. The liability was immaterial as of December 31, 2022 and 2021. The total fair value of restricted stock awards vested during the years ended December 31, 2022 and 2021 was immaterial. As of December 31, 2022, there was approximately $ 0.1 million of unrecognized stock-based compensation cost pertaining to restricted stock awards that will be recognized over a weighted average period of 1.3 years. Restricted Stock Units The Company grants restricted stock units pursuant to the Plans and satisfies such grants through the issuance of new shares as they vest. Restricted stock units generally vest over a period of 4 years . The following table summarizes restricted stock unit activity for the year ended December 31, 2022: Weighted Average Grant Date Number Fair Value of Shares Per Share Balance as of December 31, 2021 675,679 $ 14.78 Granted 63,000 24.56 Vested ( 168,922 ) 14.78 Unvested balance as of December 31, 2022 569,757 $ 15.86 As of December 31, 2022, there was approximately $ 8.8 million of unrecognized stock-based compensation cost pertaining to restricted stock units that will be recognized over a weighted average period of 3.0 years. Employee Stock Purchase Plan In October 2021, the board of directors and stockholders approved the 2021 Employee Stock Purchase Plan (“ESPP”) which became effective on October 19, 2021. The maximum number of shares of common stock that will be made available for sale under the ESPP is equal to 510,000 shares of common stock. In addition, the number of shares of common stock available for issuance under the ESPP will be increased on the first day of each fiscal year, beginning with fiscal year 2023, in an amount equal to the lesser of 1,020,000 shares of common stock, 1 % of the outstanding shares of common stock on the last day of the immediately preceding fiscal year or such number of common shares determined by the board of directors. On January 1, 2023, the number of shares of common stock that are available for sale under the ESPP was automatically increased by 570,258 shares. Participating employees purchase stock under the ESPP at a price equal to the lower of 85 % of the closing price on the applicable offering commencement date or 85 % of the closing price on the applicable offering termination date. The ESPP provides for two offering periods of six months ’ duration with purchase periods terminating on either May 15 or November 15. Contributions under the ESPP are limited to a maximum of 15 % of an employee’s eligible compensation and a maximum of 3,000 shares per year. During the year ended December 31, 2022, total stock-based compensation expense recognized related to the ESPP was $ 0.2 million. During the year ended December 31, 2021, total stock-based compensation expense recognized was an immaterial amount. Additionally, during the year ended December 31, 2022, a total of 21,157 shares of common stock were issued under the ESPP at an average per share price of $ 12.62 . No shares were issued under the ESPP during the year ended December 31, 2021. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 12. Net Loss Per Share Basic net loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. The following table sets forth the computation of basic and diluted net loss per share attributable to common shareholders: Year ended December 31, 2022 2021 (in thousands, except share and per share amounts) Numerator: Net loss $ ( 108,426 ) $ ( 83,746 ) Deemed dividend — ( 1,552 ) Net loss attributable to common shareholders $ ( 108,426 ) $ ( 85,298 ) Denominator: Weighted average shares of common stock outstanding, 52,471,003 12,825,598 Basic and diluted net loss per share attributable to common $ ( 2.07 ) $ ( 6.65 ) The table below provides potentially dilutive securities not included in the calculation of the diluted net loss per share (in common stock equivalent shares) at December 31, 2022 and 2021, because to do so would be anti-dilutive. Year ended December 31, 2022 2021 Shares issuable upon exercise of stock options 7,592,856 6,010,490 Unvested restricted stock units 569,757 675,679 Unvested restricted stock awards 45,002 117,872 Shares purchasable under the 2021 Employee Stock Purchase Plan 11,294 8,281 Total 8,218,909 6,812,322 |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | 13. Employee Benefit Plan Effective March 1, 2021, the Company assumed a defined contribution 401(k) plan from a related party—Kalika Biosciences, Inc. ("Kalika") (Note 15) for employees who are at least 21 years of age. Employees are eligible to participate in the plan beginning on the first day of the calendar quarter following the date of hire. Under the terms of the plan, employees may make voluntary contributions as a percentage of compensation. No matching contributions were made by the Company as of December 31, 2021, since the adoption of the 401(k) plan. In December 2021, the Company amended the 401(k) plan, effective February 15, 2022, and added a provision for an employer matching contribution in the amount of 50 % of the first 8 % of employee contributions to the 401(k) plan. In February 2022, the Company further amended the 401(k) plan, effective March 31, 2022, to adjust the vesting schedule related to the employer matching contributions. The vesting schedule for employer matching contributions was changed to a 3-year graded vesting schedule, with contributions vesting 35 %, 70 % and 100 % at the ends of the first, second and third years of employment with the Company, respectively. Company contributions under the 401(k) plan were $ 0.2 million for the year ended December 31, 2022. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. Income Taxes Income tax expense for both domestic and foreign operations was immaterial for the years ended December 31, 2022 and 2021. We included income tax expense in other (income) expense in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2022 and 2021. The amount of net loss before provision for income taxes for the years ended December 31, 2022 and 2021 is as follows (in thousands): Year ended December 31, 2022 2021 U.S. net loss before income taxes $ ( 52,073 ) $ ( 59,154 ) Foreign net loss before income taxes ( 56,353 ) ( 24,592 ) Net loss before income taxes $ ( 108,426 ) $ ( 83,746 ) A reconciliation of the federal statutory rate to the effective tax rate for loss from continuing operations for the years ended December 31, 2022 and 2021 is as follows: Year ended December 31, 2022 2021 % of pre-tax loss: Statutory federal income tax rate 21.0 % 21.0 % Convertible notes 0.0 % - 4.1 % IPR&D 0.0 % - 5.4 % Officers compensation limitation - 2.0 % 0.0 % Stock compensation 2.0 % 0.0 % Research and development credits 2.1 % 0.0 % Other 2.9 % - 0.8 % Valuation allowance - 26.0 % - 10.7 % Effective income tax rate 0.0 % 0.0 % Significant components of the deferred tax balances at December 31, 2022 and 2021 are presented below (in thousands): December 31, 2022 2021 Deferred tax assets: Net operating losses $ 29,180 $ 15,362 Stock compensation 1,995 445 Research and development credits 4,096 — Research and development expenses 8,036 — Unrealized loss on marketable securities 229 — Other 1,777 737 Total gross deferred tax assets 45,313 16,544 Valuation allowance ( 44,997 ) ( 16,541 ) Total deferred tax assets, net 316 3 Deferred tax liabilities: Property and equipment ( 10 ) ( 3 ) Operating lease right-of-use assets ( 306 ) — Total deferred tax liabilities ( 316 ) ( 3 ) Net deferred tax assets $ — $ — Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company maintains a valuation allowance for its net deferred tax assets due to the uncertainty that such assets will be realized and evaluates the recoverability of its deferred tax assets on at least an annual basis. The Company has determined that its deferred tax assets are not realizable due to a lack of certainty regarding projected future profits. For the years ended December 31, 2022 and 2021, the Company had federal net operating loss (“NOL”) carryforwards of $ 27.9 million and $ 26.7 million, respectively. The losses do not expire, but are limited to 80 % utilization against taxable income. For the years ended December 31, 2022 and 2021, the Company had United Kingdom (“U.K.”) pre-trading expenditures of approximately $ 93.3 million and $ 39.0 million, respectively. Tax relief for pre-trading expenditures is generally limited to the expenditures incurred in the seven years prior to trade commencing. Due to the Company's history of losses and uncertainty regarding future earnings, a valuation allowance has been recorded against the Company's deferred tax assets, as it is not more likely than not that such assets will be realized. Pursuant to Internal Revenue Code (“IRC”) of 1986, as amended specifically IRC Section 382, the Company’s ability to use U.S. net operating loss carryforwards to offset future taxable income is limited if the Company experiences a cumulative change in ownership of more than 50% within a three-year testing period. The Company has not completed an ownership change analysis pursuant to IRC Section 382 as of December 31, 2022. If ownership changes within the meaning of IRC Section 382 are identified as having occurred, the amount of remaining net operating loss carryforwards available to offset future taxable income and income tax expense in future years may be significantly restricted. As of December 31, 2022, the Company had federal research and development tax credits of $ 4.1 million, that will begin to expire in 2039 . At December 31, 2022, the Company had state research and development credits of $ 1.4 million, that do not expire. A reconciliation of the beginning and ending amount of unrecognized tax benefits for the year ended December 31, 2022 is as follows (in thousands): December 31, 2022 Balance at beginning of period $ — Increase related to prior year tax positions 348 Increase related to current year tax positions 860 Balance at end of period $ 1,208 As of December 31, 2021, there were no significant unrecognized tax benefits. The Company accounts for its unrecognized tax benefits in accordance with ASC 740. The Company’s policy is to recognize interest and penalties that would be assessed in relation to the settlement value of unrecognized tax benefits as a component of income tax expense. At December 31, 2022 and 2021, the Company did no t recognize any interest and penalties. The amount of unrecognized tax benefit, if recognized and realized, that would affect the effective tax rate is $ 1.1 million as of December 31, 2022. The Company does not expect there would be unrecognized tax benefits that will significantly increase or decrease within 12 months of the reporting date. The Company is not currently under tax examination in any tax jurisdiction. The Company’s tax years from inception are subject to examination in the U.S. and in the U.K. due to historical losses and tax attributes. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 15. Related Party Transactions On January 1, 2019, the Company entered into a Support Services Agreement with Kalika that outlined the terms of services provided by Kalika to the Company, as well as the fees charged for such services. Kalika was a shared service company that provided certain administrative and research and development support services, including facilities support and office space. Kalika was beneficially owned by Raju Mohan, Ph.D., the Chief Executive Officer of the Company, and New Science Ventures ("NSV"), which is affiliated with both a non-employee director and funds of NSV, which are owners of more than 5 % of the Company’s capital stock. The Company paid Kalika monthly for costs incurred under the agreement. Either party had the right to terminate the support services agreement by giving 30 days’ prior notice. On March 1, 2021, in conjunction with the acquisitions of Oppilan and Zomagen, the Company terminated the agreement with Kalika and transitioned the employees of Kalika to the Company. On October 17, 2019, the Company entered into a Research and Development Support Services Agreement with Bayside Pharma, LLC (“Bayside”) that outlined the terms of services provided by Bayside to the Company, as well as the fees charged for such services. Bayside is a research and development services company that provides certain research and development support services and facilities. Bayside is owned by an employee of the Company. The Company pays Bayside monthly for costs incurred under the agreement. Either party may terminate the support services agreement by giving 30 days’ prior notice. Expense recognized by the Company under the related party Support Services Agreements was as follows (in thousands): Year ended December 31, 2022 2021 Research and development - Kalika $ — $ 112 Research and development - Bayside 883 1,122 Total research and development - related party $ 883 $ 1,234 General and administrative - Kalika $ — $ 124 Total general and administrative - related party $ — $ 124 At December 31, 2022 and 2021, the Company had accounts payable and accrued expenses due to related parties of $ 0.1 million and $ 0.2 million, respectively. At December 31, 2022 and 2021, the Company had an immaterial amount of prepaid expenses to related parties. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Events Sales under ATM Sales Agreement In February 2023, the Company issued and sold 1,176,470 shares of common stock through the Sales Agreement. The common stock had an average purchase price of $ 42.50 per share for aggregate gross proceeds of $ 50.0 million. The Company received approximately $ 48.4 million in net proceeds after deducting commissions and offering expenses payable by the Company. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and with the rules and regulations of the United States (“U.S.”) Securities and Exchange Commission (“SEC”). The presentation of the Company’s consolidated financial statements as of and for the years ended December 31, 2022 and 2021 reflect the financial results of Ventyx Biosciences, Inc. and its acquired wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the Company’s consolidated financial statements and accompanying notes. On an ongoing basis, the Company evaluates its estimates and judgments, which are based on historical and anticipated results and trends and on various other assumptions that management believes to be reasonable under the circumstances. Significant estimates include, but are not limited to, estimates related to clinical trial prepaids and accruals, estimates related to prepaid and accrued research and development costs, fair value estimates related to available-for-sale marketable securities, estimates related to the measurement of operating lease right-of-use assets and operating lease liabilities, and determinations of the fair value of stock-based awards. By their nature, estimates are subject to an inherent degree of uncertainty and, as such, actual results may differ from management’s estimates. |
Risks and Uncertainties | Risks and Uncertainties The global COVID-19 pandemic and the related variants continue to rapidly evolve. The extent of the impact of the COVID-19 pandemic on the Company’s business, operations and clinical development timelines and plans remains uncertain, and will depend on certain developments, including the duration and spread of the outbreak and its impact on the Company’s operations and those of the Company’s CROs, third-party manufacturers and other third parties with whom the Company does business, as well as its potential impact on regulatory authorities and the Company’s ability to attract and retain key scientific and management personnel. The Company is conducting business as usual, with necessary or advisable modifications, and management has modified business practices, including but not limited to, modifying employee travel and allowing office employees to work remotely. Management will continue to actively monitor the rapidly evolving situation related to COVID-19. The Company may take further actions that alter its operations, including those that may be required by federal, state or local authorities, or that management determines are in the best interests of employees and other third parties with whom the Company does business. In addition, economic uncertainty in various global markets, including the U.S. and Europe, caused by political instability and conflict, such as the ongoing conflict in Ukraine, and economic challenges caused by the COVID-19 pandemic, have led to market disruptions, including significant volatility in commodity prices, credit and capital market instability and supply chain interruptions, which have caused record inflation globally. The Company’s business, financial condition and results of operations could be materially and adversely affected by further negative impact on the global economy and capital markets resulting from these global economic conditions, particularly if such conditions are prolonged or worsen. Although, to date, the Company has not been materially impacted by these global economic and geopolitical conditions, it is impossible to predict the extent to which operations will be impacted in the short and long term, or the ways in which such instability could impact business and results of operations. The extent and duration of these market disruptions, whether as a result of the military conflict between Russia and Ukraine and effects of the Russian sanctions, geopolitical tensions, record inflation or otherwise, are impossible to predict, but could be substantial. Any such disruptions may also magnify the impact of other risks described in this report. |
Segments | Segments Operating segments are identified as components of an enterprise for which separate discrete financial information is available for evaluation by the chief operating decision maker, the Chief Executive Officer, in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as one operating segment. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term, highly liquid investments that are readily convertible to cash with original maturities of three months or less at acquisition date to be cash equivalents. Cash equivalents are stated at fair value and have consisted of money market accounts, corporate debt securities and commercial paper. |
Investments in Marketable Securities, Available-for-Sale | Investments in Marketable Securities, Available-for-Sale The Company maintains a portfolio of investments which have included U.S. Treasury securities, U.S. government agency securities, corporate debt securities, commercial paper and asset-backed securities (“ABS”). The Company’s investments in marketable securities are available-for-sale securities and the marketable securities are reported at fair value. Investments in marketable securities with contractual maturities less than 12 months at the balance sheet date are considered short-term investments. Those investments in marketable securities with contractual maturities of 12 months or greater at the balance sheet date are considered long-term investments. Unrealized gains and losses are included in accumulated other comprehensive loss, net of tax. The cost of securities sold is determined on a specific identification basis, and realized gains and losses, if any, are included in other (income) expense within the consolidated statements of operations and comprehensive loss. The Company regularly reviews its investment portfolio to determine if any security is other-than-temporarily impaired, which would require the Company to record an impairment charge in the period that any such determination is made. Calculating an impairment charge requires judgment. In making this judgment, the Company evaluates, among other items, the time frame and extent to which the fair market value of a security is less than its amortized cost and the Company’s intent and ability to sell, or whether the Company will more likely than not be required to sell the security before recovery of its amortized cost basis. |
Property and Equipment | Property and Equipment The Company records property and equipment, which consists of laboratory equipment, furniture and fixtures, computer hardware and software and internal-use software, at cost less accumulated depreciation. Property and equipment is depreciated using the straight-line method over the estimated useful lives which ranges from three to seven years . The Company follows Accounting Standards Codification (“ASC”) 350-40, Intangibles-Goodwill and Other, Internal-Use Software , (“ASC 350-40”) to account for development costs incurred for the costs of computer software obtained for internal use. ASC 350-40 requires such costs to be capitalized once certain criteria are met. Capitalized internal-use software costs are primarily comprised of direct labor, related expenses and initial software licenses. ASC 350-40 includes specific guidance on costs not to be capitalized, such as overhead, general and administrative and training costs. Internal-use software includes software utilized for cloud-based solutions as well as software for internal systems and tools. Costs are capitalized once the project is defined, funding is committed and it is confirmed the software will be used for its intended purpose. Capitalization of these costs concludes once the project is substantially complete and the software is ready for its intended purpose. Post-configuration training and maintenance costs are expensed as incurred. During the year ended December 31, 2022, the Company capitalized $ 0.2 million of internal-use software costs. No internal-use software costs were capitalized during the year ended December 31, 2021. The Company evaluates its property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. |
Concentration of Credit Risk | Concentration of Credit Risk The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and available-for-sale marketable securities. The Company maintains deposits in government insured financial institutions in excess of government insured limits. The Company invests its cash balances in financial institutions that it believes have high credit quality, has not experienced any losses on such accounts and does not believe it is exposed to significant credit risk. The Company purchases its available-for-sale marketable securities with financial institutions which management believes have high credit ratings. The Company performs periodic evaluations of the credit standing of the financial institutions for which it has marketable securities with. Additionally, the Company has adopted investment guidelines that limit the amounts the Company may invest in any one type of investment and requires all investments held by the Company to be highly rated, thereby reducing credit risk exposure. |
Deferred Offering Costs | Deferred Offering Costs The Company had deferred offering costs consisting of accounting and legal fees directly attributable to the preparation of the Company’s IPO Registration Statement. Costs were deferred until completion of the IPO, at which time they were reclassified to additional paid-in capital as a reduction against the proceeds received. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows ASC 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”), issued by the Financial Accounting Standards Board (“FASB”) with respect to fair value reporting for financial assets and liabilities. The carrying amounts of the Company’s current financial assets and current financial liabilities are considered to be representative of their respective fair values because of the short-term nature of those instruments. Financial assets and liabilities measured at fair value on a recurring basis include cash equivalents, marketable securities, the change of control derivative liability and the fair value of the Simple Agreements for Future Equity (“SAFEs” or “Convertible SAFE Notes”). None of the Company’s non-financial assets or liabilities are recorded at fair value on a non-recurring basis. |
Derivative Financial Instruments | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company values its derivatives using a combination of probability analysis and Monte Carlo simulation or other acceptable valuation models. Derivative instruments are valued at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities, is reassessed at the end of each reporting period. |
Research and Development Expense | Research and Development Expenses The Company’s research and development costs consist primarily of salaries, payroll taxes, employee benefits and stock-based compensation charges for those individuals involved in ongoing research and development efforts; as well as fees paid to consultants, third party research organizations, laboratory supplies and development compound materials. All research and development costs are charged to expense as incurred. |
Clinical Trial Expenses | Clinical Trial Expenses The Company makes payments in connection with its clinical trials under contracts with contract research organizations that support conducting and managing clinical trials. The financial terms of these agreements are subject to negotiation and vary from contract to contract and may result in uneven payment flows. Generally, these agreements set forth the scope of work to be performed at a fixed fee, unit price or on a time and materials basis. A portion of the Company’s obligation to make payments under these contracts depends on factors such as the successful enrollment or treatment of patients or the completion of other clinical trial milestones. Expenses related to clinical trials are accrued based on estimates and/or representations from service providers regarding work performed, including actual level of patient enrollment, completion of patient studies and progress of the clinical trials. Other incidental costs related to patient enrollment or treatment are accrued when reasonably certain. If the amounts the Company is obligated to pay under clinical trial agreements are modified (for instance, as a result of changes in the clinical trial protocol or scope of work to be performed), the Company adjusts the accruals accordingly. Revisions to the contractual payment obligations are charged to expense in the period in which the facts that give rise to the revision become reasonably certain. |
General and Administrative Expenses | General and Administrative Expenses General and administrative expenses are related to finance, human resources, legal and the Company’s other administrative activities. These expenses consist primarily of personnel costs, including stock-based compensation expenses, outside services, legal expenses, management fees and other general and administrative costs. Additionally, these expenses consist of costs related to filing and pursuing patent applications. These patent costs are expensed as incurred, as recoverability of such expenditures is uncertain. |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs incurred to obtain debt financing are deferred and are amortized over the term of the debt using the effective interest method. The costs are recorded as a reduction to the carrying value of the debt and are included in interest expense for the year ended December 31, 2021. During the year ended December 31, 2022, there was no debt financing obtained and therefore, no debt issuance costs were incurred. |
Income Taxes | Income Taxes The Company follows FASB ASC 740, Income Taxes (“ASC 740”), in reporting deferred income taxes. ASC 740 requires a company to recognize deferred tax assets and liabilities for expected future income tax consequences of events that have been recognized in the Company’s consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates in the years in which the temporary differences are expected to reverse. Valuation allowances are provided if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions pursuant to ASC 740, which prescribes a recognition threshold and measurement process for financial statement recognition of uncertain tax positions taken or expected to be taken in a tax return. If the tax positions meet this threshold, the benefit to be recognized is measured as the tax benefit having the highest likelihood of being realized upon ultimate settlement with the taxing authority. The Company recognizes interest accrued related to unrecognized tax benefits and penalties in the provision for income taxes. |
Share-Based Compensation | Stock-Based Compensation The Company measures the compensation expense of stock-based awards granted to employees and directors using the grant date fair value of the award. The Company has issued stock options, restricted stock awards (“RSA”) and restricted stock units (“RSU”) with service-based vesting conditions. The Company measures the compensation expense of stock-based awards granted to employees and nonemployees using the grant date fair value of the award. The Company recognizes stock-based compensation expense on a straight-line basis over the requisite service period for employees and over the period during which services are rendered by nonemployees. Forfeitures are recognized in the period in which they occur. The Company estimates the fair value of stock options using the Black-Scholes option pricing model, which requires the input of highly subjective assumptions, including (a) the risk-free interest rate, (b) the expected volatility of the Company’s stock, (c) the expected term of the award, and (d) the expected dividend yield. Prior to the Company’s IPO, due to the lack of an adequate history of a public market for the trading of the Company’s common stock, the Company has based its estimate of expected volatility on the historical volatility of a group of similar companies that are publicly traded. For these analyses, the Company has selected companies with comparable characteristics, including enterprise value, risk profiles, and position within the industry, and with historical share price information sufficient to meet the expected life of the stock-based awards. The Company has estimated the expected life of its employee stock options using the “simplified” method, whereby the expected life equals the average of the vesting term and the original contractual term of the option. The risk-free interest rates for periods within the expected life of the option are based on the yields of zero-coupon U.S. treasury securities. The fair value of RSAs and RSUs is measured using the closing price of the Company’s common stock on the date of grant. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed using the sum of the weighted average number of common shares outstanding during the period, plus the weighted average number of potential shares of common stock from the assumed exercise of stock options, the assumed vesting of restricted stock awards and restricted stock units and the number of shares purchasable under the 2021 Employee Stock Purchase Plan (“2021 ESPP”), if dilutive. Since the Company was in a net loss position, basic and diluted net loss per share was the same for each of the periods presented. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is defined as a change in equity during a period from transactions and other events and circumstances from non-owner sources. Comprehensive loss is comprised of net loss, foreign currency translation adjustments and unrealized gains (losses) on marketable securities. |
Acquisitions | Acquisitions The Company accounts for acquisitions of an asset or group of similar identifiable assets that do not meet the definition of a business as an asset acquisition using the cost accumulated method, whereby the cost of the acquisition, including certain transaction costs, is allocated to the assets acquired on the basis of their relative fair values. No goodwill is recognized in an asset acquisition. Intangible assets acquired in an asset acquisition for use in research and development activities which have no alternative future use are expensed as in-process research and development on the acquisition date. Intangible assets acquired for use in research and development activities which have an alternative future use are capitalized as in-process research and development. Future costs to develop these assets are recorded to research and development expense as they are incurred. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Issued Accounting Pronouncements Not Yet Adopted 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 2023, with early adoption permitted. The Company will adopt this standard on January 1, 2023 and as the Company does not have material trade or financing receivables or held to maturity debt securities, the Company does not anticipate the adoption of this standard will have a material impact to the consolidated financial statements at adoption date. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in Entity’s Own Equity (“ASU 2020-06), which, among other things, provides guidance on how to account for contracts on an entity’s own equity. This ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. Specifically, the ASU eliminated the need for the Company to assess whether a contract on the entity’s own equity (1) permits settlement in unregistered shares, (2) whether counterparty rights rank higher shareholder’s rights, and (3) whether collateral is required. In addition, this ASU requires incremental disclosure related to contracts on the entity’s own equity and clarifies the treatment of certain financial instruments accounted for under this ASU on earnings per share. This ASU may be applied on a full retrospective or modified retrospective basis. The amendments within this ASU are effective for the Company’s fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption of the ASU is permitted to fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the potential impact that this standard may have on its consolidated financial statements and related disclosures. Recently Issued Accounting Pronouncements Adopted In February 2016, the FASB issued Accounting Standards Update ASU No. 2016-02, Leases (Topic 842). This guidance requires lessees to recognize right-of-use (“ROU”) assets and lease liabilities on the balance sheet and disclose key information about leasing arrangements. The Company adopted this standard effective January 1, 2022 , using the modified retrospective transition method applied at the effective date of the standard. Results for reporting periods beginning after January 1, 2022 are presented under the new leasing standard, while prior period amounts were not retrospectively adjusted and will continue to be reported in accordance with the Company’s historic accounting treatment. The new standard provides a number of optional practical expedients in transition. The Company elected to apply the package of practical expedients, which permits the Company not to reassess prior conclusions about lease identification, lease classification and initial direct costs for leases that existed prior to adoption of the new lease standard. The Company also elected to utilize the short-term lease recognition exemption for all leases that qualify and, for those leases that qualified, the Company does not recognize ROU assets or lease liabilities. Additionally, the Company elected not to separate lease and non-lease components for all classes of assets. Upon adoption, on the effective date of January 1, 2022, the Company recognized operating lease liabilities of approximately $ 1.4 million and corresponding operating lease right-of-use assets of approximately $ 1.4 million on the consolidated balance sheet. The Company does not have any finance leases. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Financial Assets & Liabilities Measured At Fair Value On Recurring Basis | The following tables present information about the fair value measurements of the Company’s financial assets and liabilities which are measured at fair value on a recurring basis, and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands): December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents Money market fund $ 22,721 $ — $ — $ 22,721 Total cash equivalents 22,721 — — 22,721 Marketable securities U.S. Treasury securities 39,567 — — 39,567 U.S. government agency securities — 74,979 — 74,979 Corporate debt securities — 2,990 — 2,990 Commercial paper — 171,866 — 171,866 Asset backed securities — 2,392 — 2,392 Total marketable securities 39,567 252,227 — 291,794 Total assets $ 62,288 $ 252,227 $ — $ 314,515 December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents Money market fund $ 23,712 $ — $ — $ 23,712 Corporate debt securities — 975 — 975 Commercial paper — 34,248 — 34,248 Total cash equivalents 23,712 35,223 — 58,935 Marketable securities U.S. Treasury securities 28,148 — — 28,148 Corporate debt securities — 4,039 — 4,039 Commercial paper — 176,735 — 176,735 Asset backed securities — 7,011 — 7,011 Total marketable securities 28,148 187,785 — 215,933 Total assets $ 51,860 $ 223,008 $ — $ 274,868 |
Summary of Available For Sale Marketable Securities By Type Of Security | As of December 31, 2022 and 2021, the fair value of the Company’s available-for-sale marketable securities by type of security was as follows (in thousands): December 31, 2022 Gross Gross Amortized Unrealized Unrealized Fair Cost Gain Loss Value Marketable securities: U.S. Treasury securities $ 39,989 $ — $ ( 422 ) $ 39,567 U.S. government agency securities 75,337 — ( 358 ) 74,979 Corporate debt securities 3,005 — ( 15 ) 2,990 Commercial paper 172,162 20 ( 316 ) 171,866 Asset backed securities 2,393 — ( 1 ) 2,392 Total marketable securities $ 292,886 $ 20 $ ( 1,112 ) $ 291,794 December 31, 2021 Gross Gross Amortized Unrealized Unrealized Fair Cost Gain Loss Value Marketable securities: U.S. Treasury securities $ 28,204 $ — $ ( 56 ) $ 28,148 Corporate debt securities 4,042 — ( 3 ) 4,039 Commercial paper 176,742 17 ( 24 ) 176,735 Asset backed securities 7,014 — ( 3 ) 7,011 Total marketable securities $ 216,002 $ 17 $ ( 86 ) $ 215,933 |
Summary of Activity of Level 3 Liability | The following table summarizes the activity of this Level 3 liability during the year ended December 31, 2021 (in thousands): Change of Control Convertible Derivative SAFE Series A Liability - Related Notes - Related Tranche Party Party Liability Balance at December 31, 2020 $ 16,849 $ 9,727 $ — Issuance of Series A tranche liability — — 1,552 Change in fair value 6,883 4,168 5,476 Conversion of debt instruments to Series A-1 preferred stock ( 23,732 ) ( 13,895 ) — Conversion of Series A tranche liability to Series A preferred — — ( 7,028 ) Balance at December 31, 2021 $ — $ — $ — |
Consolidated Balance Sheet De_2
Consolidated Balance Sheet Details (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Consolidated Balance Sheet [Abstract] | |
Summary of Property and Equipment, Net | Property and Equipment, net Property and equipment, net as of December 31, 2022 and 2021 consisted of the following (in thousands): December 31, 2022 2021 Internal-use software $ 188 $ — Laboratory equipment 142 134 Furniture and fixtures 104 98 Computer hardware and software 68 46 Property and equipment, gross 502 278 Less: accumulated depreciation ( 95 ) ( 24 ) Property and equipment, net $ 407 $ 254 |
Summary of Accrued Expenses | Accrued expenses consisted of the following (in thousands): December 31, 2022 2021 Accrued research and development costs $ 2,450 $ 3,893 Accrued clinical trial costs 1,235 1,025 Accrued payroll liabilities 4,208 2,373 Other accrued liabilities 1,557 156 Accrued related party liabilities 64 175 Total accrued expenses $ 9,514 $ 7,622 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Summary of Net Assets (Liabilities) Acquired | The net assets (liabilities) acquired were as follows (in thousands): Oppilan Zomagen Total Cash and cash equivalents $ 1,748 $ 151 $ 1,899 Prepaid expenses and other assets 587 12 599 Property and equipment, net 10 6 16 Other long-term assets — 7 7 Accounts payable ( 453 ) ( 349 ) ( 802 ) Accrued expenses ( 722 ) ( 854 ) ( 1,576 ) Net assets (liabilities) acquired $ 1,170 $ ( 1,027 ) $ 143 |
Summary of Determination of Purchase Price and Related Charge to IPR&D | The determination of the purchase price and related charge to IPR&D was as follows (in thousands): Oppilan Zomagen Total Net assets (liabilities) acquired $ 1,170 $ ( 1,027 ) $ 143 Fair value of shares issued 13,498 7,534 21,032 Transaction fees 370 207 577 Fair value of vested common stock options exchanged 141 87 228 Purchase price 14,009 7,828 21,837 Acquired IPR&D $ 12,839 $ 8,855 $ 21,694 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Common Stock Reserved for Future Issuance | Common stock reserved for future issuance is as follows (in common stock equivalents shares) as of December 31, 2022: December 31, 2022 Issued and outstanding: Stock options 7,592,856 Restricted stock awards 45,002 Restricted stock units 569,757 Authorized for future stock award grants: 2021 Equity Incentive Plan 1,195,138 2021 Employee Stock Purchase Plan 488,843 Total 9,891,596 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Summary of Supplemental Cash Flow Information Related to Operating Leases | Supplemental cash flow information related to operating leases for the year ended December 31, 2022 is as follows (in thousands): Year ended December 31, 2022 Noncash activity: Right-of-use assets obtained in exchange for operating lease liabilities $ 1,384 Right-of-use assets obtained in exchange for operating lease liabilities $ 508 |
Summary of Right-of-use Assets and Lease Liabilities | The Company’s right-of-use assets and lease liabilities were as follows at December 31, 2022 (in thousands): December 31, 2022 Assets: Operating lease right-of-use assets $ 1,537 Liabilities: Current portion of operating lease liabilities 412 Operating lease liabilities, net of current portion 1,146 Total lease liabilities $ 1,558 |
Summary of Future Minimum Payments under Non-cancellable Leases | Future minimum payments under non-cancellable leases as of December 31, 2022 were as follows (in thousands): Years ending December 31, 2023 $ 531 2024 517 2025 502 2026 255 Total future minimum lease payments 1,805 Less: imputed interest ( 247 ) Present value of lease liabilities 1,558 Less: lease liabilities, current ( 412 ) Lease liabilities, net of current portion $ 1,146 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Total Share Based Compensation Expense | Total share-based compensation expense was comprised of the following (in thousands): Year ended December 31, 2022 2021 Research and development $ 6,619 $ 820 General and administrative 9,951 1,910 Total stock-based compensation expense $ 16,570 $ 2,730 |
Summary of Stock Option Activity | The following table summarizes stock option activity for the year ended December 31, 2022: Weighted Weighted Average Average Remaining Aggregate Number Exercise Contractual Intrinsic of Shares Price Term Value (in years) (in thousands) Outstanding as of December 31, 2021 6,010,490 $ 6.83 9.27 $ 78,630 Granted 3,329,355 17.43 Exercised ( 959,066 ) 2.20 Forfeited and cancelled ( 787,923 ) 9.18 Outstanding as of December 31, 2022 7,592,856 $ 11.82 8.74 $ 159,929 Options vested and expected to vest as of December 31, 2022 7,592,856 $ 11.82 8.74 $ 159,929 Options exercisable as of December 31, 2022 2,497,174 $ 6.65 8.24 $ 65,285 |
Summary of Assumptions Used in Black-Scholes Option Pricing Model | The following assumptions were used in the Black-Scholes option pricing model to estimate the fair value of stock options granted to employees under the Company’s Plans during the periods presented: Year ended December 31, 2022 2021 Risk-free interest rate 0.9 % - 4.4 % 0.7 % - 1.3 % Expected volatility 67.9 % - 75.0 % 75.0 % - 80.0 % Expected term (in years) 0.3 - 10.0 5.0 - 10.0 Expected dividend yield — — |
Summary of Restricted Stock Award Activity | The following table summarizes restricted stock award activity for the year ended December 31, 2022: Weighted Average Grant Date Number Fair Value of Shares Per Share Unvested balance as of December 31, 2021 117,872 $ 2.80 Vested ( 72,870 ) 2.41 Unvested balance as of December 31, 2022 45,002 $ 3.45 |
Summary of Restricted Stock Unit Activity | The following table summarizes restricted stock unit activity for the year ended December 31, 2022: Weighted Average Grant Date Number Fair Value of Shares Per Share Balance as of December 31, 2021 675,679 $ 14.78 Granted 63,000 24.56 Vested ( 168,922 ) 14.78 Unvested balance as of December 31, 2022 569,757 $ 15.86 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of basic and diluted net loss per share attributable to common shareholders: Year ended December 31, 2022 2021 (in thousands, except share and per share amounts) Numerator: Net loss $ ( 108,426 ) $ ( 83,746 ) Deemed dividend — ( 1,552 ) Net loss attributable to common shareholders $ ( 108,426 ) $ ( 85,298 ) Denominator: Weighted average shares of common stock outstanding, 52,471,003 12,825,598 Basic and diluted net loss per share attributable to common $ ( 2.07 ) $ ( 6.65 ) |
Schedule of Potentially Dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share | The table below provides potentially dilutive securities not included in the calculation of the diluted net loss per share (in common stock equivalent shares) at December 31, 2022 and 2021, because to do so would be anti-dilutive. Year ended December 31, 2022 2021 Shares issuable upon exercise of stock options 7,592,856 6,010,490 Unvested restricted stock units 569,757 675,679 Unvested restricted stock awards 45,002 117,872 Shares purchasable under the 2021 Employee Stock Purchase Plan 11,294 8,281 Total 8,218,909 6,812,322 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Net Loss Before Provision for Income Taxes | The amount of net loss before provision for income taxes for the years ended December 31, 2022 and 2021 is as follows (in thousands): Year ended December 31, 2022 2021 U.S. net loss before income taxes $ ( 52,073 ) $ ( 59,154 ) Foreign net loss before income taxes ( 56,353 ) ( 24,592 ) Net loss before income taxes $ ( 108,426 ) $ ( 83,746 ) |
Schedule of Reconciliation of Federal Statutory Rate to Effective Tax Rate | A reconciliation of the federal statutory rate to the effective tax rate for loss from continuing operations for the years ended December 31, 2022 and 2021 is as follows: Year ended December 31, 2022 2021 % of pre-tax loss: Statutory federal income tax rate 21.0 % 21.0 % Convertible notes 0.0 % - 4.1 % IPR&D 0.0 % - 5.4 % Officers compensation limitation - 2.0 % 0.0 % Stock compensation 2.0 % 0.0 % Research and development credits 2.1 % 0.0 % Other 2.9 % - 0.8 % Valuation allowance - 26.0 % - 10.7 % Effective income tax rate 0.0 % 0.0 % |
Schedule of Significant Components of Deferred Tax | Significant components of the deferred tax balances at December 31, 2022 and 2021 are presented below (in thousands): December 31, 2022 2021 Deferred tax assets: Net operating losses $ 29,180 $ 15,362 Stock compensation 1,995 445 Research and development credits 4,096 — Research and development expenses 8,036 — Unrealized loss on marketable securities 229 — Other 1,777 737 Total gross deferred tax assets 45,313 16,544 Valuation allowance ( 44,997 ) ( 16,541 ) Total deferred tax assets, net 316 3 Deferred tax liabilities: Property and equipment ( 10 ) ( 3 ) Operating lease right-of-use assets ( 306 ) — Total deferred tax liabilities ( 316 ) ( 3 ) Net deferred tax assets $ — $ — |
Schedule of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits for the year ended December 31, 2022 is as follows (in thousands): December 31, 2022 Balance at beginning of period $ — Increase related to prior year tax positions 348 Increase related to current year tax positions 860 Balance at end of period $ 1,208 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Summary of Expense Recognized Under the Related Party | Expense recognized by the Company under the related party Support Services Agreements was as follows (in thousands): Year ended December 31, 2022 2021 Research and development - Kalika $ — $ 112 Research and development - Bayside 883 1,122 Total research and development - related party $ 883 $ 1,234 General and administrative - Kalika $ — $ 124 Total general and administrative - related party $ — $ 124 |
Organization and Business - Add
Organization and Business - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Sep. 20, 2022 | Oct. 21, 2021 | Sep. 09, 2021 | Feb. 26, 2021 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class Of Stock [Line Items] | |||||||
Common stock, shares issued | 57,025,847 | 50,526,702 | |||||
Net proceeds from private placement after deducting fees to the placement agents and offering expenses | $ 165,398 | ||||||
Accumulated deficit | (226,225) | $ (117,799) | |||||
Cash, cash equivalents, and marketable securities | $ 356,600 | ||||||
Proceeds from issuance of convertible preferred stock | $ 164,221 | ||||||
Series A and Series A-1 Convertible Preferred Stock | |||||||
Class Of Stock [Line Items] | |||||||
Proceeds from issuance of convertible preferred stock | $ 57,300 | ||||||
Series A Convertible Preferred Stock | |||||||
Class Of Stock [Line Items] | |||||||
Common stock, price per share | $ 9.12 | $ 9.12 | |||||
Proceeds from issuance of convertible preferred stock | $ 57,300 | ||||||
Series B Convertible Preferred Stock | |||||||
Class Of Stock [Line Items] | |||||||
Common stock, price per share | $ 12.66 | $ 12.66 | |||||
Proceeds from issuance of convertible preferred stock | $ 51,000 | ||||||
September 2022 Private placement | |||||||
Class Of Stock [Line Items] | |||||||
Number of shares issued | 5,350,000 | 5,350,000 | |||||
Common stock, price per share | $ 33 | $ 33 | |||||
Net proceeds from private placement after deducting fees to the placement agents and offering expenses | $ 165,200 | $ 165,200 | |||||
Gross proceeds from private placement | $ 176,600 | $ 176,600 | |||||
October 2021 Initial Public Offering | |||||||
Class Of Stock [Line Items] | |||||||
Number of shares issued | 10,893,554 | ||||||
Common stock, price per share | $ 16 | ||||||
Proceeds from issuance of common stock in initial public offering, net of underwriting discounts, commissions and offering expenses | $ 158,800 | ||||||
October 2021 Initial Public Offering | Series A Convertible Preferred Stock | |||||||
Class Of Stock [Line Items] | |||||||
Preferred stock shares outstanding | 12,500,000 | ||||||
October 2021 Initial Public Offering | Series A-1 Convertible Preferred Stock | |||||||
Class Of Stock [Line Items] | |||||||
Preferred stock shares outstanding | 18,800,000 | ||||||
October 2021 Initial Public Offering | Series B Convertible Preferred Stock | |||||||
Class Of Stock [Line Items] | |||||||
Preferred stock shares outstanding | 4,000,000 | ||||||
Underwriters' Over-Allotment Option | |||||||
Class Of Stock [Line Items] | |||||||
Number of shares issued | 1,420,898 | ||||||
Common Stock | |||||||
Class Of Stock [Line Items] | |||||||
Number of shares issued | 507,133 | ||||||
Common Stock | October 2021 Initial Public Offering | |||||||
Class Of Stock [Line Items] | |||||||
Number of shares issued | 10,893,554 | ||||||
Preferred stock outstanding shares converted | 35,300,000 | ||||||
Common Stock | October 2021 Initial Public Offering | Series B Convertible Preferred Stock | |||||||
Class Of Stock [Line Items] | |||||||
Preferred stock outstanding shares converted | 35,300,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | |||
Dec. 31, 2022 USD ($) Segment | Jan. 01, 2023 | Jan. 01, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Number Of operating segments | Segment | 1 | |||
Goodwill recognized in asset acquisition | $ 0 | |||
Operating lease liabilities | 1,558,000 | $ 1,400,000 | ||
Operating lease ROU assets | 1,537,000 | $ 1,400,000 | ||
Capitalized internal-use software costs | 200,000 | $ 0 | ||
Debt issuance costs | $ 0 | |||
Minimum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Useful life | 3 years | |||
Maximum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Useful life | 7 years | |||
ASU 2016-02 | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Change in accounting principle, accounting standards update, adopted [true false] | true | |||
Change in accounting principle, accounting standards update, adoption date | Jan. 01, 2022 | |||
ASU 2016-13 | Subsequent Event | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Change in accounting principle, accounting standards update, adoption date | Jan. 01, 2023 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets & Liabilities Measured At Fair Value On Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Total assets | $ 314,515 | $ 274,868 |
Cash Equivalents | ||
Assets: | ||
Total assets | 22,721 | 58,935 |
Cash Equivalents | Money Market Fund | ||
Assets: | ||
Total assets | 22,721 | 23,712 |
Cash Equivalents | Commercial Paper | ||
Assets: | ||
Total assets | 34,248 | |
Cash Equivalents | Corporate Debt Securities | ||
Assets: | ||
Total assets | 975 | |
Marketable Securities | ||
Assets: | ||
Total assets | 291,794 | 215,933 |
Marketable Securities | Commercial Paper | ||
Assets: | ||
Total assets | 171,866 | 176,735 |
Marketable Securities | U S Treasury Securities | ||
Assets: | ||
Total assets | 39,567 | 28,148 |
Marketable Securities | U.S. government agency securities | ||
Assets: | ||
Total assets | 74,979 | |
Marketable Securities | Corporate Debt Securities | ||
Assets: | ||
Total assets | 2,990 | 4,039 |
Marketable Securities | Asset Backed Securities | ||
Assets: | ||
Total assets | 2,392 | 7,011 |
Level 1 | ||
Assets: | ||
Total assets | 62,288 | 51,860 |
Level 1 | Cash Equivalents | ||
Assets: | ||
Total assets | 22,721 | 23,712 |
Level 1 | Cash Equivalents | Money Market Fund | ||
Assets: | ||
Total assets | 22,721 | 23,712 |
Level 1 | Marketable Securities | ||
Assets: | ||
Total assets | 39,567 | 28,148 |
Level 1 | Marketable Securities | U S Treasury Securities | ||
Assets: | ||
Total assets | 39,567 | 28,148 |
Level 2 | ||
Assets: | ||
Total assets | 252,227 | 223,008 |
Level 2 | Cash Equivalents | ||
Assets: | ||
Total assets | 35,223 | |
Level 2 | Cash Equivalents | Commercial Paper | ||
Assets: | ||
Total assets | 34,248 | |
Level 2 | Cash Equivalents | Corporate Debt Securities | ||
Assets: | ||
Total assets | 975 | |
Level 2 | Marketable Securities | ||
Assets: | ||
Total assets | 252,227 | 187,785 |
Level 2 | Marketable Securities | Commercial Paper | ||
Assets: | ||
Total assets | 171,866 | 176,735 |
Level 2 | Marketable Securities | U.S. government agency securities | ||
Assets: | ||
Total assets | 74,979 | |
Level 2 | Marketable Securities | Corporate Debt Securities | ||
Assets: | ||
Total assets | 2,990 | 4,039 |
Level 2 | Marketable Securities | Asset Backed Securities | ||
Assets: | ||
Total assets | $ 2,392 | $ 7,011 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | Jun. 10, 2021 USD ($) | Feb. 26, 2021 USD ($) shares | Dec. 31, 2022 USD ($) MarketableSecurities | Dec. 31, 2021 USD ($) MarketableSecurities |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Fair value liabilities level 1 to level 2 to level 3 transfers amount | $ 0 | $ 0 | ||
Available-for-sale marketable securities in an unrealized loss position | MarketableSecurities | 37 | |||
Available-for-sale marketable securities in an unrealized loss position | MarketableSecurities | 32 | 26 | ||
Available-for-sale marketable securities in an unrealized loss position greater than twelve months | MarketableSecurities | 5 | |||
Minimum | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Available-for-sale securities unrealized loss position | 12 months | 12 months | ||
Series A Preferred Stock | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Proceeds from financing | $ 57,300,000 | |||
Proceeds from additional financing agreement | $ 57,000,000 | |||
Issuance of preferred stock and common stock, net, shares | shares | 507,133 | |||
Series A Convertible Preferred Stock | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Proceeds from additional financing agreement | $ 57,000,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Available For Sale Marketable Securities By Type Of Security (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | $ 292,886 | $ 216,002 |
Gross Unrealized Gain | 20 | 17 |
Gross Unrealized Loss | (1,112) | (86) |
Fair Value | 291,794 | 215,933 |
U S Treasury Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 39,989 | 28,204 |
Gross Unrealized Loss | (422) | (56) |
Fair Value | 39,567 | 28,148 |
U.S. government agency securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 75,337 | |
Gross Unrealized Loss | (358) | |
Fair Value | 74,979 | |
Corporate Debt Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 3,005 | 4,042 |
Gross Unrealized Loss | (15) | (3) |
Fair Value | 2,990 | 4,039 |
Commercial Paper | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 172,162 | 176,742 |
Gross Unrealized Gain | 20 | 17 |
Gross Unrealized Loss | (316) | (24) |
Fair Value | 171,866 | 176,735 |
Asset Backed Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 2,393 | 7,014 |
Gross Unrealized Loss | (1) | (3) |
Fair Value | $ 2,392 | $ 7,011 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Activity of Level 3 Liability (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Schedule Of Available For Sale Securities [Line Items] | |
Change in fair value of Series A tranche liability | $ (5,476) |
Change of Control Derivative Liability - Related Party | Level 3 | |
Schedule Of Available For Sale Securities [Line Items] | |
Beginning Balance | 16,849 |
Change in fair value of Series A tranche liability | 6,883 |
Conversion of debt instruments to Series A-1 preferred stock | (23,732) |
Convertible SAFEs - Related Party | Level 3 | |
Schedule Of Available For Sale Securities [Line Items] | |
Beginning Balance | 9,727 |
Change in fair value of Series A tranche liability | 4,168 |
Conversion of debt instruments to Series A-1 preferred stock | (13,895) |
Series A Tranche Liability | Level 3 | |
Schedule Of Available For Sale Securities [Line Items] | |
Issuance of Series A tranche liability | 1,552 |
Change in fair value of Series A tranche liability | 5,476 |
Conversion of Series A tranche liability to Series A preferred stock and common stock | $ (7,028) |
Consolidated Balance Sheet De_3
Consolidated Balance Sheet Details - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 502 | $ 278 |
Less: accumulated depreciation | (95) | (24) |
Property and equipment, net | 407 | 254 |
Internal-use Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 188 | |
Laboratory Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 142 | 134 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 104 | 98 |
Computer Hardware and Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 68 | $ 46 |
Consolidated Balance Sheet De_4
Consolidated Balance Sheet Details - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 123 | $ 30 |
Consolidated Balance Sheet De_5
Consolidated Balance Sheet Details - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accrued Liabilities, Current [Abstract] | ||
Accrued research and development costs | $ 2,450 | $ 3,893 |
Accrued clinical trial costs | 1,235 | 1,025 |
Accrued payroll liabilities | 4,208 | 2,373 |
Other accrued liabilities | 1,557 | 156 |
Accrued related party liabilities | 64 | 175 |
Total accrued expenses | $ 9,514 | $ 7,622 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |
Feb. 28, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | |||
Common stock, shares issued | 50,526,702 | 57,025,847 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Excess of the cost of acquisition over net assets acquired | $ 21,694 | $ 21,700 | |
Oppilan | |||
Business Acquisition [Line Items] | |||
Common stock, shares issued | 360,854 | ||
Common stock, par value | $ 3.06 | ||
Options to purchase shares of common stock | 75,955 | ||
Weighted average fair value of common stock | $ 1.86 | ||
Fair value of consideration provided | $ 14,000 | ||
Excess of the cost of acquisition over net assets acquired | $ 12,839 | ||
Oppilan | Series A-1 Convertible Preferred Stock | |||
Business Acquisition [Line Items] | |||
Common stock, shares issued | 4,049,143 | ||
Common stock, par value | $ 3.06 | ||
Zomagen | |||
Business Acquisition [Line Items] | |||
Common stock, shares issued | 457,944 | ||
Common stock, par value | $ 3.06 | ||
Options to purchase shares of common stock | 30,483 | ||
Weighted average fair value of common stock | $ 2.87 | ||
Fair value of consideration provided | $ 7,800 | ||
Excess of the cost of acquisition over net assets acquired | $ 8,855 | ||
Zomagen | Series A-1 Convertible Preferred Stock | |||
Business Acquisition [Line Items] | |||
Common stock, shares issued | 2,003,768 | ||
Common stock, par value | $ 3.06 |
Acquisitions - Summary of Net A
Acquisitions - Summary of Net Assets (Liabilities) Acquired (Details) $ in Thousands | Feb. 28, 2021 USD ($) |
Business Acquisition [Line Items] | |
Cash and cash equivalents | $ 1,899 |
Prepaid expenses and other assets | 599 |
Property and equipment, net | 16 |
Other long-term assets | 7 |
Accounts payable | (802) |
Accrued expenses | (1,576) |
Net assets (liabilities) acquired | 143 |
Oppilan | |
Business Acquisition [Line Items] | |
Cash and cash equivalents | 1,748 |
Prepaid expenses and other assets | 587 |
Property and equipment, net | 10 |
Accounts payable | (453) |
Accrued expenses | (722) |
Net assets (liabilities) acquired | 1,170 |
Zomagen | |
Business Acquisition [Line Items] | |
Cash and cash equivalents | 151 |
Prepaid expenses and other assets | 12 |
Property and equipment, net | 6 |
Other long-term assets | 7 |
Accounts payable | (349) |
Accrued expenses | (854) |
Net assets (liabilities) acquired | $ (1,027) |
Acquisitions - Summary of Deter
Acquisitions - Summary of Determination of Purchase Price and Related Charge to IPR&D (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended |
Feb. 28, 2021 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||
Net assets (liabilities) acquired | $ 143 | |
Fair value of shares issued | 21,032 | |
Transaction fees | 577 | |
Fair value of vested common stock options exchanged | 228 | |
Purchase price | 21,837 | |
Acquired IPR&D | 21,694 | $ 21,700 |
Oppilan | ||
Business Acquisition [Line Items] | ||
Net assets (liabilities) acquired | 1,170 | |
Fair value of shares issued | 13,498 | |
Transaction fees | 370 | |
Fair value of vested common stock options exchanged | 141 | |
Purchase price | 14,009 | |
Acquired IPR&D | 12,839 | |
Zomagen | ||
Business Acquisition [Line Items] | ||
Net assets (liabilities) acquired | (1,027) | |
Fair value of shares issued | 7,534 | |
Transaction fees | 207 | |
Fair value of vested common stock options exchanged | 87 | |
Purchase price | 7,828 | |
Acquired IPR&D | $ 8,855 |
Debt - Related Party - Converti
Debt - Related Party - Convertible Promissory Notes - Related Party - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||||
Increase (reduction) to additional paid-in-capital | $ 1,735,000 | |||
Interest expense recorded associated with promissory notes | 99,000 | |||
Convertible Promissory Notes – Related Party | ||||
Debt Instrument [Line Items] | ||||
Principal amount due | $ 3,700,000 | |||
Extended maturity period | 2022-02 | |||
Percentage of proceeds received on conversion | 69.75% | |||
Number of shares issued upon conversion | 16,085,121 | |||
Percentage of outstanding share of capital stock | 69.75% | |||
Fair value adjustment of convertible debt | 6,900,000 | |||
Change in control derivative liability feature based on probability assessment | $ 1,000,000 | |||
Increase to additional paid-in-capital due to extinguishment of convertible debt | $ 100,000 | |||
Increase to change of control derivative liability related party | $ 16,800,000 | |||
Difference between fair value of promissory note and change of control derivative liability - related party | 26,700,000 | |||
Fair value of securities received | 31,400,000 | |||
Increase (reduction) to additional paid-in-capital | (4,700,000) | $ 1,400,000 | ||
Long-term debt outstanding | $ 0 | $ 0 |
Debt - Related Party - Conver_2
Debt - Related Party - Convertible SAFE Notes - Related Party - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 7 Months Ended | 8 Months Ended | 12 Months Ended | ||||||
Oct. 21, 2021 | Feb. 26, 2021 | Feb. 28, 2021 | Jan. 31, 2021 | May 31, 2020 | Feb. 29, 2020 | Jan. 31, 2020 | Apr. 30, 2020 | Jul. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||||||||||
Increase to additional paid-in-capital | $ 1,735 | ||||||||||
Common Stock | Initial Public Offering | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Outstanding shares of convertible preferred stock converted into common stock | 35,300,000 | ||||||||||
Series A-1 Convertible Preferred Stock | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Shares issued upon conversion of SAFE notes | 12,713,585 | ||||||||||
Series A-1 Convertible Preferred Stock | Initial Public Offering | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Preferred stock shares outstanding | 18,800,000 | ||||||||||
Series A-1 Preferred Stock | Initial Public Offering | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Preferred stock shares outstanding | 2,440,595 | ||||||||||
Series A Preferred Stock | Initial Public Offering | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Preferred stock shares outstanding | 49,346 | ||||||||||
Series A Convertible Preferred Stock | Initial Public Offering | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Preferred stock shares outstanding | 12,500,000 | ||||||||||
Convertible SAFE Notes – Related Party | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Advances from several related party investors | $ 2,800 | ||||||||||
Increase to additional paid-in-capital | $ 200 | ||||||||||
Shares issued upon conversion of SAFE notes | 2,489,941 | ||||||||||
January 2020 SAFE | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Shares issued upon conversion of SAFE notes | 16,085,121 | ||||||||||
Percentage of proceeds received on conversion | 69.75% | ||||||||||
Amount raised from certain related party investors, SAFE note | $ 200 | ||||||||||
January 2020 SAFE | Series A-1 Convertible Preferred Stock | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Shares issued upon conversion of SAFE notes | 555,297 | ||||||||||
February 2020 Safe | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Advances from several related party investors | $ 1,300 | ||||||||||
Shares issued upon conversion of SAFE notes | 784,341 | ||||||||||
Percentage of proceeds received on conversion | 5.25% | ||||||||||
February 2020 Safe | Series A-1 Preferred Stock | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Shares issued upon conversion of SAFE notes | 922,875 | ||||||||||
May 2020 Safe | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Advances from several related party investors | $ 4,600 | ||||||||||
Shares issued upon conversion of SAFE notes | 962,423 | ||||||||||
January 2021 SAFE | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Amount raised from certain related party investors, SAFE note | $ 500 | ||||||||||
January 2021 SAFE | Series A Convertible Preferred Stock | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Shares issued upon conversion of SAFE notes | 49,346 |
Convertible Preferred Stock - A
Convertible Preferred Stock - Additional Information (Details) - USD ($) | 12 Months Ended | |||||
Sep. 09, 2021 | Jun. 10, 2021 | Feb. 26, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 21, 2021 | |
Class Of Stock [Line Items] | ||||||
Gross proceeds received from various related party investors | $ 164,221,000 | |||||
Change in fair value of Series A tranche liability | (5,476,000) | |||||
Dividends declared | $ 0 | |||||
Initial Public Offering | ||||||
Class Of Stock [Line Items] | ||||||
Preferred stock, issue price | $ 16 | |||||
Common Stock | Initial Public Offering | ||||||
Class Of Stock [Line Items] | ||||||
Preferred stock outstanding shares converted | 35,300,000 | |||||
Series A Convertible Preferred Stock | ||||||
Class Of Stock [Line Items] | ||||||
Gross proceeds received from various related party investors | $ 57,300,000 | |||||
Preferred stock, shares issued | 6,283,401 | |||||
Preferred stock, issue price | $ 9.12 | $ 9.12 | ||||
Preferred stock, issuance costs | $ 400,000 | |||||
Preferred stock, par value | $ 0.0001 | |||||
Incremental common shares to a Series A investor | 507,133 | |||||
Fair value of the incremental common shares treated as a deemed dividend | 1,600,000 | |||||
Fair value of the tranche rights | $ 1,500,000 | |||||
Change in fair value of Series A tranche liability | $ 5,500,000 | |||||
Dividend rate | 8% | |||||
Series A Convertible Preferred Stock | Initial Public Offering | ||||||
Class Of Stock [Line Items] | ||||||
Preferred stock shares outstanding | 12,500,000 | |||||
Series A Convertible Preferred Stock | Second Tranche | ||||||
Class Of Stock [Line Items] | ||||||
Gross proceeds received from various related party investors | $ 57,000,000 | |||||
Preferred stock, shares issued | 6,250,504 | |||||
Preferred stock, issue price | $ 9.12 | |||||
Series A-1 Convertible Preferred Stock | ||||||
Class Of Stock [Line Items] | ||||||
Preferred stock, issue price | $ 9.56 | |||||
Preferred stock, shares issued upon the conversion of the amended and convertible SAFE notes | 12,713,585 | |||||
Amended and convertible SAFE notes, principal amount outstanding | $ 9,800,000 | |||||
Series A-1 Convertible Preferred Stock | Initial Public Offering | ||||||
Class Of Stock [Line Items] | ||||||
Preferred stock shares outstanding | 18,800,000 | |||||
Series A-1 Convertible Preferred Stock | Oppilan | ||||||
Class Of Stock [Line Items] | ||||||
Preferred stock, shares issued | 4,049,143 | |||||
Series A-1 Convertible Preferred Stock | Zomagen | ||||||
Class Of Stock [Line Items] | ||||||
Preferred stock, shares issued | 2,003,768 | |||||
Series B Convertible Preferred Stock | ||||||
Class Of Stock [Line Items] | ||||||
Gross proceeds received from various related party investors | $ 51,000,000 | |||||
Preferred stock, shares issued | 4,029,275 | |||||
Preferred stock, issue price | $ 12.66 | $ 12.66 | ||||
Preferred stock, issuance costs | $ 200,000 | |||||
Preferred stock, par value | $ 0.0001 | |||||
Dividend rate | 8% | |||||
Series B Convertible Preferred Stock | Initial Public Offering | ||||||
Class Of Stock [Line Items] | ||||||
Preferred stock shares outstanding | 4,000,000 | |||||
Series B Convertible Preferred Stock | Minimum | Initial Public Offering | ||||||
Class Of Stock [Line Items] | ||||||
Amount of preferred stock convertible in to common stock | $ 75,000,000 | |||||
Series B Convertible Preferred Stock | Common Stock | Initial Public Offering | ||||||
Class Of Stock [Line Items] | ||||||
Preferred stock outstanding shares converted | 35,300,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Jan. 01, 2023 shares | Oct. 19, 2021 Offeringperiod shares | Dec. 31, 2022 USD ($) Employee $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ | $ 16,570 | $ 2,730 | ||
Number of employees terminated | Employee | 2 | |||
Stock Options | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Weighted average grant date fair value of stock options granted | $ / shares | $ 11.36 | $ 5.90 | ||
Total intrinsic value of stock options exercised | $ | $ 17,700 | $ 2,200 | ||
Expected dividend payments | $ | $ 0 | |||
Expected dividend yield | 0% | |||
Stock-based compensation expense | $ | $ 13,600 | $ 2,500 | ||
Unrecognized stock-based compensation expense | $ | $ 44,500 | |||
Unrecognized stock-based compensation expense, weighted average period | 2 years 9 months 18 days | |||
Incremental stock-based compensation expense | $ | $ 300 | |||
Restricted Stock Awards | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Options granted vesting period | 3 years | |||
Shares repurchased | 0 | 9,079 | ||
Unrecognized stock-based compensation expense other than stock option | $ | $ 100 | |||
Unrecognized stock-based compensation expense, weighted average period | 1 year 3 months 18 days | |||
Restricted Stock Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Options granted vesting period | 4 years | |||
Unrecognized stock-based compensation expense other than stock option | $ | $ 8,800 | |||
Unrecognized stock-based compensation expense, weighted average period | 3 years | |||
2021 Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares that may be issued in accordance with plan | 5,102,000 | |||
Percentage of outstanding shares of common stock that may be issued in accordance with plan | 5% | |||
Number of common shares to be added | 4,978,561 | |||
Shares authorized for issuance | 5,612,000 | |||
2021 Equity Incentive Plan | Subsequent Event | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares that may be issued in accordance with plan | 2,851,292 | |||
2019 and 2021 Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Term of stock options granted | 10 years | |||
Shares authorized for issuance | 6,161,504 | 5,612,000 | ||
Shares remained available for grant | 1,195,138 | 3,799,570 | ||
2019 and 2021 Equity Incentive Plan | Minimum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Options granted vesting period | 2 years | |||
2019 and 2021 Equity Incentive Plan | Maximum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Options granted vesting period | 4 years | |||
2021 Employee Stock Purchase Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares that may be issued in accordance with plan | 1,020,000 | |||
Percentage of outstanding shares of common stock that may be issued in accordance with plan | 1% | |||
Shares authorized for issuance | 510,000 | |||
Stock-based compensation expense | $ | $ 200 | |||
Percentage of closing price on offering commencement date that participating employees purchase stock under plan | 85% | |||
Percentage of closing price on offering termination date that participating employees purchase stock under plan | 85% | |||
Number of offering periods | Offeringperiod | 2 | |||
Duration of offering periods | 6 months | |||
Maximum percentage of eligible compensation of employee | 15% | |||
Maximum number of shares an employee can purchase under plan | 3,000 | |||
Shares issued under employee stock purchase plan, shares | 21,157 | 0 | ||
Weighted average price of shares issued under ESPP | $ / shares | $ 12.62 | |||
2021 Employee Stock Purchase Plan | Subsequent Event | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares authorized for issuance | 570,258 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Total Share Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total share-based compensation expense | $ 16,570 | $ 2,730 |
Research and Development | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total share-based compensation expense | 6,619 | 820 |
General and Administrative | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total share-based compensation expense | $ 9,951 | $ 1,910 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Number of Shares, Beginning Balance | 6,010,490 | |
Number of Shares, Granted | 3,329,355 | |
Number of Shares, Exercised | (959,066) | |
Number of Shares, Forfeited and cancelled | (787,923) | |
Number of Shares, Ending Balance | 7,592,856 | 6,010,490 |
Number of Shares, Options vested and expected to vest | 7,592,856 | |
Number of Shares, Options exercisable | 2,497,174 | |
Weighted Average Exercise Price, Beginning balance | $ 6.83 | |
Weighted Average Exercise Price, Granted | 17.43 | |
Weighted Average Exercise Price, Exercised | 2.20 | |
Weighted Average Exercise Price, Forfeited and cancelled | 9.18 | |
Weighted Average Exercise Price, ending balance | 11.82 | $ 6.83 |
Weighted Average Exercise Price, Options vested and expected to vest | 11.82 | |
Weighted Average Exercise Price, Options exercisable | $ 6.65 | |
Weighted Average Contractual Term, Outstanding | 8 years 8 months 26 days | 9 years 3 months 7 days |
Weighted Average Contractual Term,Options vested and expected to vest | 8 years 8 months 26 days | |
Weighted Average Contractual Term, Options exercisable | 8 years 2 months 26 days | |
Aggregate Intrinsic Value | $ 159,929 | $ 78,630 |
Aggregate Intrinsic Value, Options vested and expected to vest | 159,929 | |
Aggregate Intrinsic Value, Options exercisable | $ 65,285 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Assumptions Used in Black-Scholes Option Pricing Model (Details) - Stock Options | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk-free interest rate, Minimum | 0.90% | 0.70% |
Risk-free interest rate, Maximum | 4.40% | 1.30% |
Expected volatility, Minimum | 67.90% | 75% |
Expected volatility, Maximum | 75% | 80% |
Expected dividend yield | 0% | |
Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (in years) | 3 months 18 days | 5 years |
Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (in years) | 10 years | 10 years |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Restricted Stock Award Activity (Details) - Restricted Stock Awards | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Shares, Beginning Balance | shares | 117,872 |
Number of Shares, Vested | shares | (72,870) |
Number of Shares, Ending Balance | shares | 45,002 |
Weighted Average Grant Date Fair Value, Beginning balance | $ / shares | $ 2.80 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 2.41 |
Weighted Average Grant Date Fair Value, Ending balance | $ / shares | $ 3.45 |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of Restricted Stock Units (Details) - Restricted Stock Units | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Shares, Beginning Balance | shares | 675,679 |
Number of Shares, Granted | shares | 63,000 |
Number of Shares, Vested | shares | (168,922) |
Number of Shares, Ending Balance | shares | 569,757 |
Weighted Average Grant Date Fair Value, Beginning balance | $ / shares | $ 14.78 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 24.56 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 14.78 |
Weighted Average Grant Date Fair Value, Ending balance | $ / shares | $ 15.86 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Sep. 20, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||||
Net proceeds from private placement after deducting fees to the placement agents and offering expenses | $ 165,398 | |||
Common stock, shares authorized | 900,000,000 | 900,000,000 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stock, voting rights | Holders of outstanding shares of common stock are entitled to one vote for each share of common stock held at all meetings of stockholders. | |||
2022 ATM Sales Agreement | ||||
Class of Stock [Line Items] | ||||
Aggregate sales proceeds | $ 150,000 | |||
Private Placement | ||||
Class of Stock [Line Items] | ||||
Number of shares issued | 5,350,000 | 5,350,000 | ||
Common stock, price per share | $ 33 | $ 33 | ||
Gross proceeds from private placement | $ 176,600 | $ 176,600 | ||
Net proceeds from private placement after deducting fees to the placement agents and offering expenses | $ 165,200 | $ 165,200 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Common Stock Reserved for Future Issuance (Details) | Dec. 31, 2022 shares |
Class of Stock [Line Items] | |
Common stock reserved and available for future issuance | 9,891,596 |
Stock Options | |
Class of Stock [Line Items] | |
Common stock reserved and available for future issuance | 7,592,856 |
Restricted Stock Awards | |
Class of Stock [Line Items] | |
Common stock reserved and available for future issuance | 45,002 |
Restricted Stock Units | |
Class of Stock [Line Items] | |
Common stock reserved and available for future issuance | 569,757 |
2021 Equity Incentive Plan | |
Class of Stock [Line Items] | |
Common stock reserved and available for future issuance | 1,195,138 |
2021 Employee Stock Purchase Plan | |
Class of Stock [Line Items] | |
Common stock reserved and available for future issuance | 488,843 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
May 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 Room | Dec. 31, 2022 USD ($) | Jan. 01, 2022 USD ($) | |
Lessee, Lease, Description [Line Items] | ||||||
Lease expiration date | Jun. 30, 2026 | Jun. 30, 2026 | Jun. 30, 2024 | |||
Operating lease right-of-use assets | $ 1,537 | $ 1,400 | ||||
Operating lease liabilities | $ 1,558 | $ 1,400 | ||||
Termination, description | The leases contain various termination options. | |||||
Lessee, Operating Lease, Existence of Option to Terminate [true false] | true | |||||
Operating lease, weighted average remaining lease term | 3 years 4 months 24 days | |||||
Operating lease, weighted average discount rate | 9% | |||||
Operating lease costs | $ 500 | |||||
Variable lease costs | 100 | |||||
Operating lease payments | $ 500 | |||||
Minimum | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Lease, remaining term | 2 years | |||||
Maximum | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Lease, remaining term | 4 years | |||||
Laboratory | Belgium | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Lease, term of contract | 3 years | |||||
Office Space | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Lease, renewal term | 2 years | |||||
Number of lab lease | Room | 2 | |||||
Office Space | Belgium | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Lease, term of contract | 3 years | |||||
Office Space | California | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Lease expiration date | Jun. 30, 2026 | |||||
Lease commencement date | Jun. 01, 2022 | |||||
Operating lease right-of-use assets | $ 500 | |||||
Operating lease liabilities | $ 500 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow Information Related to Operating Leases (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Noncash Activity [Abstract] | |
Right-of-use assets obtained in exchange for operating lease liabilities in connection with adoption of new lease standard | $ 1,384 |
Right-of-use assets obtained in exchange for operating lease liabilities | $ 508 |
Leases - Summary of Right-of-us
Leases - Summary of Right-of-use Assets and Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 |
Assets | ||
Operating lease right-of-use assets | $ 1,537 | $ 1,400 |
Liabilities | ||
Current portion of operating lease liabilities | 412 | |
Operating lease liabilities, net of current portion | 1,146 | |
Total lease liabilities | $ 1,558 | $ 1,400 |
Leases - Summary of Future Mini
Leases - Summary of Future Minimum Payments under Operating Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 |
Leases [Abstract] | ||
2023 | $ 531 | |
2024 | 517 | |
2025 | 502 | |
2026 | 255 | |
Total future minimum lease payments | 1,805 | |
Less: imputed interest | (247) | |
Total lease liabilities | 1,558 | $ 1,400 |
Less: lease liabilities, current | (412) | |
Lease liabilities, net of current portion | $ 1,146 |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | ||
Net loss | $ (108,426) | $ (83,746) |
Deemed dividend | (1,552) | |
Net loss attributable to common shareholders | $ (108,426) | $ (85,298) |
Denominator | ||
Weighted average shares of common stock outstanding, basic | 52,471,003 | 12,825,598 |
Weighted average shares of common stock outstanding, diluted | 52,471,003 | 12,825,598 |
Basic net loss per share attributable to common shareholders | $ (2.07) | $ (6.65) |
Diluted net loss per share attributable to common shareholders | $ (2.07) | $ (6.65) |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Potentially Dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from calculation of diluted net loss per share | 8,218,909 | 6,812,322 |
Stock Options | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from calculation of diluted net loss per share | 7,592,856 | 6,010,490 |
Unvested Restricted Stock Units | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from calculation of diluted net loss per share | 569,757 | 675,679 |
Unvested Restricted Stock Awards | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from calculation of diluted net loss per share | 45,002 | 117,872 |
Shares purchasable under the 2021 Employee Stock Purchase Plan | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from calculation of diluted net loss per share | 11,294 | 8,281 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) - Kalika Biosciences, Inc. - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Defined Contribution Plan Disclosure [Line Items] | ||
Employee benefit plan, description | 401(k) plan | |
Matching Contribution made by company | $ 0 | |
Employer matching contribution percent of match | 50% | |
Defined contribution plan employer matching contribution percent | 8% | |
Defined contribution plan employers matching contribution vesting percentage for first year | 35% | |
Defined contribution plan employers matching contribution vesting percentage for second year | 70% | |
Defined contribution plan | $ 200,000 | |
Defined contribution plan employers matching contribution vesting percentage for third year | 100% |
Income Taxes - Schedule of Net
Income Taxes - Schedule of Net Loss Before Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
U.S. net loss before income taxes | $ (52,073) | $ (59,154) |
Foreign net loss before income taxes | (56,353) | (24,592) |
Net loss | $ (108,426) | $ (83,746) |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Federal Statutory Rate to Effective Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Statutory federal income tax rate | 21% | 21% |
Convertible notes | 0% | (4.10%) |
IPR&D | 0% | (5.40%) |
Officers compensation limitation | (2.00%) | 0% |
Stock compensation | 2% | 0% |
Research and development credits | 2.10% | 0% |
Other | 2.90% | (0.80%) |
Valuation allowance | (26.00%) | (10.70%) |
Effective income tax rate | 0% | 0% |
Income Taxes - Schedule of Sign
Income Taxes - Schedule of Significant Components of Deferred Tax (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating losses | $ 29,180 | $ 15,362 |
Stock compensation | 1,995 | 445 |
Research and development credits | 4,096 | |
Research and development expenses | 8,036 | |
Unrealized loss on marketable securities | 229 | |
Other | 1,777 | 737 |
Total gross deferred tax assets | 45,313 | 16,544 |
Valuation allowance | (44,997) | (16,541) |
Total deferred tax assets, net | 316 | 3 |
Deferred tax liabilities: | ||
Property and equipment | (10) | (3) |
Operating lease right-of-use assets | (306) | |
Total deferred tax liabilities | $ (316) | $ (3) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards, limitations on use description | The losses do not expire, but are limited to 80% utilization against taxable income. | |
Operating loss carryforwards, limitations on use percentage | 80% | |
Unrecognized tax benefits | $ 1,208,000 | $ 0 |
Unrecognized tax benefits that would impact effective tax rate | 1,100,000 | |
Interest and penalties | 0 | 0 |
United Kingdom | ||
Operating Loss Carryforwards [Line Items] | ||
Pre-trading expenditures | $ 93,300,000 | 39,000,000 |
Expenditure incurred prior to trade commencing period | 7 years | |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforward | $ 27,900,000 | $ 26,700,000 |
Federal | Research and Development Tax Credits | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credits carry forward amount | $ 4,100,000 | |
Research and development tax credit carryforwards expiration year | 2039 | |
State | Research and Development Tax Credits | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credits carry forward amount | $ 1,400,000 |
Income Taxes - Schedule of Unre
Income Taxes - Schedule of Unrecognized Tax Benefits (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Income Tax Disclosure [Abstract] | |
Balance at beginning of period | $ 0 |
Increase related to prior year tax positions | 348,000 |
Increase related to current year tax positions | 860,000 |
Balance at end of period | $ 1,208,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 01, 2019 |
Accounts Payable and Accrued Expenses | |||
Related Party Transaction [Line Items] | |||
Due to Related Parties | $ 0.1 | $ 0.2 | |
Kalika | Raju Mohan, Ph.D and NSV | Minimum | |||
Related Party Transaction [Line Items] | |||
Ownership percentage of capital stock | 5% |
Related Party Transactions - Su
Related Party Transactions - Summary of Expense Recognized Under the Related Party (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Research and Development | ||
Related Party Transaction [Line Items] | ||
Expense recognized under related party | $ 883 | $ 1,234 |
Research and Development | Kalika | ||
Related Party Transaction [Line Items] | ||
Expense recognized under related party | 112 | |
Research and Development | Bayside | ||
Related Party Transaction [Line Items] | ||
Expense recognized under related party | $ 883 | 1,122 |
General and Administrative | ||
Related Party Transaction [Line Items] | ||
Expense recognized under related party | 124 | |
General and Administrative | Kalika | ||
Related Party Transaction [Line Items] | ||
Expense recognized under related party | $ 124 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - ATM Sales Agreement - Subsequent Event $ / shares in Units, $ in Millions | Feb. 28, 2023 USD ($) $ / shares shares |
Subsequent Event [Line Items] | |
Number of shares issued | shares | 1,176,470 |
Common stock, price per share | $ / shares | $ 42.50 |
Common stock gross proceeds | $ 50 |
Common stock amount of net proceeds | $ 48.4 |