Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Dec. 17, 2021 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Vaxxinity, Inc. | |
Entity Central Index Key | 0001851657 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-41058 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-2083865 | |
Entity Address, Address Line One | 1717 Main St, | |
Entity Address, Address Line Two | Ste 3388 | |
Entity Address, City or Town | Dallas | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75201 | |
City Area Code | 254 | |
Local Phone Number | 244-5739 | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | VAXX | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Class A Common Stock [Member] | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 111,519,983 | |
Class B Common Stock [Member] | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 13,874,132 |
Condensed Combined Consolidated
Condensed Combined Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 89,375 | $ 31,143 |
Accounts receivable | 26 | |
Amounts due from related parties | 380 | 361 |
Prepaid expenses and other current assets | 14,299 | 4,144 |
Total current assets | 104,054 | 35,674 |
Deferred offering costs | 6,189 | 2,254 |
Property and equipment, net | 11,382 | 12,158 |
Licensed intellectual property, net | 13,217 | |
Restricted cash | 74 | 55 |
Total assets | 134,916 | 50,141 |
Current liabilities: | ||
Accounts payable | 3,905 | 1,017 |
Amounts due to related parties | 21,216 | 8,004 |
Accrued expense and other current liabilities | 5,134 | 610 |
Notes payable | 425 | 619 |
Notes payable with related parties | 2,294 | |
Convertible notes payable | 10,356 | |
Convertible notes with related parties, net of discount | 14,324 | |
Total current liabilities | 30,680 | 37,224 |
Other liabilities | ||
Simple agreement for future equity | 24,335 | |
Notes payable | 10,366 | 10,699 |
Warrant liability | 400 | |
Other long-term liabilities | 240 | 2,383 |
Total liabilities | 41,286 | 75,041 |
Commitments and contingencies (Note 14) | ||
Convertible preferres stock | 250,997 | 62,475 |
Stockholder's deficit: | ||
Common stock | 255 | 272 |
Treasury stock, par value of $0.0001, 3,169,093 shares and 0 shares at December 31, 2020 and September 30, 2021 | (23) | |
Additional paid-in capital | 23,668 | 4,682 |
Accumulated deficit | (181,290) | (92,306) |
Total stockholders' deficit | (157,367) | (87,375) |
Total liabilities, convertible preferred stock, and stockholders' deficit | 134,916 | 50,141 |
Series Seed Stock [Member] | ||
Other liabilities | ||
Convertible preferres stock | 10,383 | |
Series Seed-1 Stock [Member] | ||
Other liabilities | ||
Convertible preferres stock | 20,903 | |
Series Seed-2 Stock [Member] | ||
Other liabilities | ||
Convertible preferres stock | 11,315 | |
Series A-1 Stock [Member] | ||
Other liabilities | ||
Convertible preferres stock | 4,640 | |
Series A-2 Stock [Member] | ||
Other liabilities | ||
Convertible preferres stock | $ 15,234 | |
Series A Preferred Stock [Member] | ||
Other liabilities | ||
Convertible preferres stock | 128,206 | |
Series B Preferred Stock [Member] | ||
Other liabilities | ||
Convertible preferres stock | $ 122,791 |
Condensed Combined Consolidat_2
Condensed Combined Consolidated Balance Sheets (Parenthetical) | Sep. 30, 2021shares |
Common stock, shares authorized | 170,650,960 |
Class A Common Stock [Member] | |
Common stock, shares authorized | 146,477,113 |
Common Class B [Member] | |
Common stock, shares authorized | 24,173,847 |
Condensed Combined Consolidat_3
Condensed Combined Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Condensed Combined Consolidated Statements of Operations [Abstract] | ||||
Revenue | $ 50 | $ 117 | $ 67 | $ 557 |
Cost of revenue | 9 | (178) | 1,937 | 52 |
Gross profit/loss | 41 | 295 | (1,870) | 505 |
Operating expenses: | ||||
Research and development | 23,616 | 7,867 | 54,221 | 12,109 |
General and administrative | 6,700 | 5,122 | 21,130 | 9,453 |
Total operating expenses | 30,316 | 12,989 | 75,351 | 21,562 |
Loss from operations | (30,275) | (12,694) | (77,221) | (21,057) |
Other expense: | ||||
Interest expense, net | 109 | 331 | 493 | 737 |
Change in fair value of convertible notes | 2,786 | 2,667 | 4,781 | |
Change in fair value of warrant liability | 214 | |||
Change in fair value of simple agreement for future equity | 615 | 8,365 | ||
Foreign currency loss, net | 5 | 39 | 24 | 48 |
Other expense, net | 114 | 3,771 | 11,763 | 6,181 |
Net loss | $ (30,389) | $ (16,465) | $ (88,984) | $ (27,238) |
Net loss per share, basic and diluted | $ (0.44) | $ (0.24) | $ (1.30) | $ (0.47) |
Weighted average common shares outstanding, basic and diluted | 68,728,509 | 68,138,651 | 68,667,682 | 58,154,956 |
Condensed Combined Consolidat_4
Condensed Combined Consolidated Statements of Stockholders' Deficit - USD ($) $ in Thousands | Total | Series A Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member]Class A Common Stock [Member] | Common Stock [Member]Class B Common Stock [Member] | Preferred Stock [Member] | Preferred Stock [Member]Series Seed Stock [Member] | Preferred Stock [Member]Series Seed-1 Stock [Member] | Preferred Stock [Member]Series Seed-2 Stock [Member] | Preferred Stock [Member]Series A-1 Stock [Member] | Preferred Stock [Member]Series A-2 Stock [Member] | Preferred Stock [Member]Series A Preferred Stock [Member] | Preferred Stock [Member]Series A Preferred Stock [Member]SAFEs [Member] | Preferred Stock [Member]Series A Preferred Stock [Member]Warrants [Member] | Preferred Stock [Member]Series A Preferred Stock [Member]Convertible Debt [Member] | Preferred Stock [Member]Series A Preferred Stock [Member]Notes Payable, Related Parties [Member] | Preferred Stock [Member]Series B Preferred Stock [Member] | Treasury Stock [Member] | Additional Paid In Capital [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2019 | $ (48,510) | $ 270 | $ 0 | $ 0 | $ 26,819 | $ 10,383 | $ 16,436 | $ 0 | $ 0 | $ 0 | $ (23) | $ 3,591 | $ (52,348) | |||||||
Beginning balance, common shares at Dec. 31, 2019 | 37,953,692 | 0 | 0 | |||||||||||||||||
Beginning balance, preferred shares at Dec. 31, 2019 | 7,831,528 | 8,017,771 | 0 | 0 | 0 | |||||||||||||||
Beginning balance, treasury shares at Dec. 31, 2019 | 3,169,093 | |||||||||||||||||||
Issuance of common stock upon exercise of stock options, shares | 213,271 | 68,069 | ||||||||||||||||||
Issuance of common stock upon exercise of stock options | 79 | 79 | ||||||||||||||||||
Issuance of stock, shares | 33,001,476 | 14,858,686 | 14,152,237 | 6,307,690 | ||||||||||||||||
Issuance of stock | $ 4,467 | $ 10,955 | $ 15,275 | |||||||||||||||||
Conversion of stock, shares | 463,162 | |||||||||||||||||||
Conversion of stock | $ 360 | |||||||||||||||||||
Vesting of restricted stock, shares | 121,282 | |||||||||||||||||||
Vesting of restricted stock | 1 | $ 1 | ||||||||||||||||||
Stock-based compensation expense | 695 | 695 | ||||||||||||||||||
Reclassification of common stock to Class A, shares | 60,290,572 | 60,290,572 | ||||||||||||||||||
Reclassification of common stock to Class A | $ (271) | $ 271 | ||||||||||||||||||
Reclassification of common stock to Class B, shares | 10,999,149 | 10,999,149 | ||||||||||||||||||
Net loss | (27,238) | (27,238) | ||||||||||||||||||
Ending balance at Sep. 30, 2020 | (74,973) | $ 0 | $ 271 | $ 0 | 61,863 | $ 10,383 | $ 20,903 | $ 11,315 | $ 3,987 | $ 15,275 | $ (23) | 4,365 | (79,586) | |||||||
Ending balance, common shares at Sep. 30, 2020 | 0 | 60,358,641 | 10,999,149 | |||||||||||||||||
Ending balance, preferred shares at Sep. 30, 2020 | 7,831,528 | 22,876,457 | 14,615,399 | 1,566,153 | 6,307,690 | |||||||||||||||
Ending balance, treasury shares at Sep. 30, 2020 | 3,169,093 | |||||||||||||||||||
Beginning balance at Jun. 30, 2020 | (58,818) | $ 271 | $ 0 | $ 0 | 42,601 | $ 10,383 | $ 20,903 | $ 11,315 | $ 0 | $ 0 | $ (23) | 4,055 | (63,121) | |||||||
Beginning balance, common shares at Jun. 30, 2020 | 71,289,721 | 0 | 0 | |||||||||||||||||
Beginning balance, preferred shares at Jun. 30, 2020 | 7,831,528 | 22,876,457 | 14,615,399 | 0 | 0 | |||||||||||||||
Beginning balance, treasury shares at Jun. 30, 2020 | 3,169,093 | |||||||||||||||||||
Issuance of common stock upon exercise of stock options, shares | 68,069 | |||||||||||||||||||
Issuance of common stock upon exercise of stock options | 19 | 19 | ||||||||||||||||||
Issuance of stock, shares | 1,566,153 | |||||||||||||||||||
Issuance of stock | $ 3,987 | |||||||||||||||||||
Conversion of stock, shares | 6,307,690 | |||||||||||||||||||
Conversion of stock | $ 15,275 | |||||||||||||||||||
Stock-based compensation expense | 291 | 291 | ||||||||||||||||||
Reclassification of common stock to Class A, shares | 60,290,572 | 60,290,572 | ||||||||||||||||||
Reclassification of common stock to Class A | $ (271) | $ 271 | ||||||||||||||||||
Reclassification of common stock to Class B, shares | 10,999,149 | 10,999,149 | ||||||||||||||||||
Net loss | (16,465) | (16,465) | ||||||||||||||||||
Ending balance at Sep. 30, 2020 | (74,973) | $ 0 | $ 271 | $ 0 | 61,863 | $ 10,383 | $ 20,903 | $ 11,315 | $ 3,987 | $ 15,275 | $ (23) | 4,365 | (79,586) | |||||||
Ending balance, common shares at Sep. 30, 2020 | 0 | 60,358,641 | 10,999,149 | |||||||||||||||||
Ending balance, preferred shares at Sep. 30, 2020 | 7,831,528 | 22,876,457 | 14,615,399 | 1,566,153 | 6,307,690 | |||||||||||||||
Ending balance, treasury shares at Sep. 30, 2020 | 3,169,093 | |||||||||||||||||||
Beginning balance at Dec. 31, 2020 | (87,375) | $ 0 | $ 272 | 62,475 | $ 10,383 | $ 20,903 | $ 11,315 | $ 4,640 | $ 15,234 | $ 0 | $ 0 | $ (23) | 4,682 | (92,306) | ||||||
Beginning balance, common shares at Dec. 31, 2020 | 10,999,149 | 60,360,523 | ||||||||||||||||||
Beginning balance, preferred shares at Dec. 31, 2020 | 7,831,528 | 22,876,457 | 14,615,399 | 1,871,511 | 6,307,690 | 0 | 0 | |||||||||||||
Beginning balance, treasury shares at Dec. 31, 2020 | 3,169,093 | |||||||||||||||||||
Issuance of common stock upon exercise of stock options, shares | 82,696 | |||||||||||||||||||
Issuance of common stock upon exercise of stock options | 70 | $ 6 | 64 | |||||||||||||||||
Issuance of stock, shares | 485,830 | 1,566,153 | 15,365,574 | |||||||||||||||||
Issuance of stock | 122,791 | $ 3,987 | $ 122,791 | |||||||||||||||||
Exchange of preferred stock, shares | (7,831,528) | (22,876,457) | (14,615,399) | (1,871,511) | (6,307,690) | 53,502,585 | ||||||||||||||
Exchange of preferred stock | 0 | $ (10,383) | $ (20,903) | $ (11,315) | $ (4,640) | $ (15,234) | $ 62,475 | |||||||||||||
Conversion of stock, shares | 6,307,690 | 4,539,060 | 134,106 | 3,624,114 | 423,230 | |||||||||||||||
Conversion of stock | $ 15,275 | $ 35,600 | $ 614 | $ 27,379 | $ 2,138 | |||||||||||||||
Exercise of warrants | 13,320 | 13,320 | ||||||||||||||||||
Vesting of restricted stock, shares | 15,405 | |||||||||||||||||||
Retirement of treasury stock upon merger, shares | (3,169,093) | 3,169,093 | ||||||||||||||||||
Retirement of treasury stock upon merger | $ (23) | $ 23 | ||||||||||||||||||
Stock-based compensation expense | 5,602 | 5,602 | ||||||||||||||||||
Reclassification of common stock to Class B, shares | 2,874,983 | 2,874,985 | ||||||||||||||||||
Net loss | (88,984) | (88,984) | ||||||||||||||||||
Ending balance at Sep. 30, 2021 | $ (157,367) | $ 0 | $ 255 | 250,997 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 128,206 | $ 122,791 | $ 0 | 23,668 | (181,290) | ||||||
Ending balance, common shares at Sep. 30, 2021 | 13,874,132 | 54,900,376 | ||||||||||||||||||
Ending balance, preferred shares at Sep. 30, 2021 | 77,588,669 | 62,223,095 | 0 | 0 | 0 | 0 | 0 | 62,223,095 | 15,365,574 | |||||||||||
Ending balance, treasury shares at Sep. 30, 2021 | 0 | |||||||||||||||||||
Beginning balance at Jun. 30, 2021 | $ (141,821) | $ 0 | $ 255 | 251,049 | $ 128,206 | $ 122,843 | 8,825 | (150,901) | ||||||||||||
Beginning balance, common shares at Jun. 30, 2021 | 13,874,132 | 54,845,535 | ||||||||||||||||||
Beginning balance, preferred shares at Jun. 30, 2021 | 62,223,095 | 15,365,574 | ||||||||||||||||||
Issuance of common stock upon exercise of stock options, shares | 54,841 | |||||||||||||||||||
Issuance of common stock upon exercise of stock options | 59 | 59 | ||||||||||||||||||
Exercise of warrants | 13,320 | 13,320 | ||||||||||||||||||
Stock-based compensation expense | 1,464 | 1,464 | ||||||||||||||||||
Additional issuance costs of preferred stock | 52 | |||||||||||||||||||
Net loss | (30,389) | (30,389) | ||||||||||||||||||
Ending balance at Sep. 30, 2021 | $ (157,367) | $ 0 | $ 255 | $ 250,997 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 128,206 | $ 122,791 | $ 0 | $ 23,668 | $ (181,290) | ||||||
Ending balance, common shares at Sep. 30, 2021 | 13,874,132 | 54,900,376 | ||||||||||||||||||
Ending balance, preferred shares at Sep. 30, 2021 | 77,588,669 | 62,223,095 | 0 | 0 | 0 | 0 | 0 | 62,223,095 | 15,365,574 | |||||||||||
Ending balance, treasury shares at Sep. 30, 2021 | 0 |
Condensed Combined Consolidat_5
Condensed Combined Consolidated Statements of Stockholders' Deficit (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Series Seed-1 Stock [Member] | |||
Issuance of stock, issuance costs | $ 18 | ||
Series Seed-2 Stock [Member] | |||
Issuance of stock, issuance costs | 45 | ||
Series A-1 Stock [Member] | |||
Issuance of stock, issuance costs | $ 585 | 373 | |
Series A-2 Stock [Member] | |||
Issuance of stock, issuance costs | $ 41 | $ 41 | |
Series B Preferred Stock [Member] | |||
Issuance of stock, issuance costs | $ 133 |
Condensed Combined Consolidat_6
Condensed Combined Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (88,984) | $ (27,238) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 928 | 363 |
Stock-based compensation expense | 5,602 | 695 |
Non-cash interest expense | 268 | 405 |
Change in fair value of convertible notes | 2,667 | 4,781 |
Change in fair value of warrant liability | 214 | |
Change in fair value of simple agreement for future equity | 8,365 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 26 | (26) |
Prepaid expenses and other current assets | (10,155) | (5,296) |
Amounts due from related parties | (18) | (34) |
Deferred offering costs | (3,935) | (541) |
Accounts payable | 2,888 | 821 |
Amounts due to related parties | 13,212 | 2,177 |
Accrued expenses and other current liabilities | 4,521 | 487 |
Other liabilities | (2,625) | 122 |
Net cash used in operating activities | (67,026) | (22,669) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (50) | (1,026) |
Net cash used in investing activities | (50) | (1,026) |
Cash flows from financing activities: | ||
Proceeds from issuance of convertible notes payable | 2,000 | 12,040 |
Payment of debt issuance costs for related party convertible notes | (300) | |
Repayment of convertible notes | (2,096) | (5,500) |
Proceeds from issuance of simple agreement for future equity | 2,900 | 15,020 |
Repayment of note payable with related party | (100) | |
Proceeds and repayments Paycheck Protection Program | (257) | 257 |
Proceeds from exercise of stock options | 70 | 79 |
Net cash provided by financing activities | 125,308 | 41,378 |
Increase in cash, cash equivalents, and restricted cash | 58,232 | 17,683 |
Cash and cash equivalents at beginning of period | 31,143 | 476 |
Restricted Cash | 74 | 79 |
Cash, cash equivalents and restricted cash at end of period | 89,449 | 18,238 |
Supplemental disclousres of non-cash investing, financing and cash flow information: | ||
Non cash interest expense | 268 | 425 |
Fair value of restricted stock vesting during the period | 1 | |
Acquisition of airplane through isuance of note payable | 11,500 | |
Issue of Warrant for Licensed Intellectual Property | 13,320 | |
Fair Value of Warrant | 630 | |
Series Seed-1 Stock [Member] | ||
Cash flows from financing activities: | ||
Proceeds from issuance of convertible preferred stock, net of issuance costs | 4,467 | |
Series Seed-2 Stock [Member] | ||
Cash flows from financing activities: | ||
Proceeds from issuance of convertible preferred stock, net of issuance costs | 10,955 | |
Supplemental disclousres of non-cash investing, financing and cash flow information: | ||
Conversion of simple agreement for future equity into Series preferred stock | 360 | |
Series A-1 Stock [Member] | ||
Cash flows from financing activities: | ||
Proceeds from issuance of convertible preferred stock, net of issuance costs | 4,360 | |
Series A-2 Stock [Member] | ||
Supplemental disclousres of non-cash investing, financing and cash flow information: | ||
Conversion of simple agreement for future equity into Series preferred stock | 15,275 | |
Series B Preferred Stock [Member] | ||
Cash flows from financing activities: | ||
Proceeds from issuance of convertible preferred stock, net of issuance costs | $ 122,791 | |
Supplemental disclousres of non-cash investing, financing and cash flow information: | ||
Fair Value of Warrant | $ 373 |
Nature of the Business
Nature of the Business | 9 Months Ended |
Sep. 30, 2021 | |
Nature of the Business [Abstract] | |
Nature of the Business | 1. Nature of the Business Vaxxinity, through the combination of two separate businesses that originated from United a spin-out from UBI in 2014 of operations focused on developing Neuroscience (“UNS”), and a second spin-out from UBI in 2020 of operations that resulted in C19 Corp. (“COVAXX”). On February 2, 2021, Vaxxinity and on March 2, 2021, did so by acquiring all the outstanding equity exchange agreement (the “Contribution and Exchange Agreement”) contributed their equity interests in each of UNS and COVAXX The Company is a biotechnology company currently focused on developing fields of neurology and coronaviruses utilizing its “Vaxxine subsequently refined over the last two decades. The Company is engaged designed prophylactic and therapeutic vaccines to combat chronic disorders unmet medical need. UBI is a significant shareholder of the Company and, Impact of COVID-19 Pandemic In March 2020, the World evolving, and to date, has led to the implementation of various responses, restrictions and other public health safety measures. The Company is closely monitoring the impact of the COVID-19 pandemic will impact its operations and the operations of its customers, suppliers, vendors know the full extent of potential delays or impacts on its business, its clinical trials, its research global economy and it cannot presently predict the scope and severity of any potential to which COVID-19 impacts its business, results of operation and financial highly uncertain and cannot be predicted with confidence, such as the duration concerning the severity of COVID-19 or the effectiveness of actions to Company or any of the third parties with whom the Company engages, however, disruptions, its ability to conduct its business in the manner and on the timelines affected, which could have a material adverse impact on its business, The Company has not incurred impairment losses in the carrying values and it is not aware of any specific related event or circumstance that would require condensed combined consolidated financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited interim condensed combined the rules and regulations of the United States Securities and Exchange Commission condensed consolidated financial statements for the periods presented the Contribution and Exchange Agreement. All share and per share amounts, converted to a number of shares and per share amounts using the conversion ratios Agreement. These interim condensed combined consolidated financial statements are unaudited include all adjustments (consisting of normal recurring adjustments and periods. The condensed combined balance sheet at December 31, 2020, has date. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for future period. Certain information and footnote disclosures normally with accounting principles generally accepted in the United States (“U.S. GAAP”) regulations for interim reporting of the SEC. These interim condensed financial statements and notes thereto included in our report for the year Significant Accounting Policies The significant accounting policies used in preparation of these condensed annual financial statements for the year ended December 31, 2020. There accounting policies during the three and nine months ended September Emerging Growth Company Status The Company is an “emerging growth company” (“EGC”), Act”) and is permitted to and plans to take advantage of certain exemptions other public companies that are not EGCs. The Company may take advantage of Section 107 of the JOBS Act, which provides that an EGC can take advantage of Act for the implementation of new or revised accounting standards. The Company period and, therefore, while the Company is an EGC it will not be subject to new or revised accounting they become applicable to other public companies that are not EGCs. Recently Adopted Accounting Pronouncements In November 2018, the Financial Accounting Standards Board (“FASB”) Arrangements (Topic , (“ASU 2018-18”). The amendments in this update clarify that certain transactions between collaborative arrangement collaborative arrangement participant is a customer in the context of a unit consideration received from a collaborative arrangement the Company’s annual reporting adoption of this pronouncement did not have a material impact on the results of operations. In December 2019, the FASB Taxes the general principles in Topic standard will be effective for the Company beginning adoption of this pronouncement did not have a material impact on the results of operations. Recently Issued Accounting Pronouncements In February 2016, the FASB requires organizations that lease assets to recognize on the balance by those leases. The new guidance requires that a lessee recognize assets and measure in the financial statements will depend on its classification as a finance requires disclosures to help investors and other financial statement users better flows arising from leases. The estimated impact on our existing lease agreements 250,000 . The Company has elected to apply the transition requirements as of January cumulative effect adjustment in the period of adoption, and prior accounting under ASC 840 “Leases.” Additionally, standard to any existing short-term leases (term of 12 months or less) as this is optional under |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | 3. Fair Value The value for the Convertible Notes, SAFE and warrant liability balances as of observable in the market, which represents a Level 3 measurement within and Exchange Agreement, on March 2, 2021 the Convertible Notes, SAFEs and stock. The following tables present information about the Company’s indicate the level of the fair value hierarchy used to determine such fair values: December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities Convertible notes payable $ — $ — $ 24,040 $ 24,040 SAFEs — — 24,335 24,335 Warrant liability — — 400 400 $ — $ — $ 48,775 $ 48,775 September 30, 2021 Level 1 Level 2 Level 3 Total Assets Money market funds $ 84,000 $ — $ — $ 84,000 $ 84,000 $ — $ — $ 84,000 During the nine months ended September 30, 2020 and 2021, there were no Convertible Notes During the years ended December 31, 2019 and 2020, and the nine months Convertible Notes. In accordance with ASC 480, a portion of the Convertible at fair value at each reporting date. The Company determined the Convertible recurring measurement that is classified within Level 3 of the fair value unobservable inputs. Convertible Notes requiring a measurement to fair value are as follows (in thousands): The fair value of the Convertible Notes was estimated using a straight debt and of probability assumptions on multiple conversion scenarios, discount In accordance with the Contribution and Exchange Agreement, on March Series A preferred stock. Simple Agreement for Future Equity During the year ended December 31, 2020, the Company executed date of issuance was determined to equal the proceeds received by the Company. into preferred stock was determined to be equal to the fair value of the preferred 15.6 The following table sets forth a summary of the activities of the SAFE arrangements, measurement that is classified within Level 3 of the fair value hierarchy wherein inputs (in thousands): In accordance with the Contribution and Exchange Agreement, on March preferred stock. Warrants to Purchase Series In connection with the 2020 Series A-1 convertible preferred stock (“Series A-1 Company issued fully vested warrants to purchase 205,970 consideration for assistance with the sale and issuance of the Series A-1 preferred. costs and were recorded as a reduction in the proceeds received from the The warrants were issued to advisors of the company and represented non-variable such, the warrants were accounted for as liabilities and adjusted to fair value The warrants are exercisable on the date of issuance and have an exercise price 0.003 ten years . In December 2020, 71,862 0.003 1,000 . As of December 31, 2020, 134,106 fair value of the liability associated with the warrant to purchase shares of Series A-1 until the Reorganization, when the warrant converted into Series A converted into Class A common stock. The following table sets forth a summary of the activity of the warrant that is classified within Level 3 of the fair value hierarchy wherein fair value thousands): September 30, 2021 Beginning balance, December 31, 2020 $ 24,680 Level 3 fair value of the principal amount of convertible notes $ 24,040 Change in fair value 2,667 Conversion to Series A preferred stock (26,707) Ending balance September 30, 2021 $ — SAFE Liability Balance at December 31, 2020 $ 24,335 Change in fair value 8,365 Issuance of SAFEs 2,900 Conversion to Series A preferred stock (35,600) Balance at September 30, 2021 $ — Warrants Liability Balance at December 31, 2020 $ 400 Change in fair value 214 Exchange of warrants for shares of Series A preferred stock (614) Balance at September 30, 2021 $ — On August 5, 2021, as partial consideration for the rights and licenses the company Agreement, the company issued a warrant to United Biomedical, Inc., for 1,928,020 at an exercise price of $ 12.45 13.3 underlying characteristics, the warrant was classified as additional paid asset - licensed intellectual property’ to be amortized over its estimated useful twenty years . |
Property, Equipment and License
Property, Equipment and Licensed Intellectual Property | 9 Months Ended |
Sep. 30, 2021 | |
Property, Equipment and Licensed Intellectual Property [Abstract] | |
Property, Equipment and Licensed Technology | 4. Property, Property and equipment, net consisted of the following (in thousands): December 31, September 30, 2020 2021 Airplane $ 11,983 $ 11,983 Laboratory and computer equipment 969 1,019 Furniture and fixtures 84 84 Total property $ 13,036 $ 13,086 Less accumulated depreciation (878) (1,704) Property and equipment, net $ 12,158 $ 11,382 Depreciation and amortization expense for the three and nine months 0.1 than $ 0.1 $ 0.4 0.9 Licensed intellectual property, Licensed intellectual property is amortized over the estimated lifetime 20 As of September 30, 2021, the annual amortization schedule is as follows (in thousands): September 30, 2021 Licensed intellectual property $ 13,320 Less accumulated amortization (103) Licensed intellectual property, $ 13,217 Amount 2021 (Q4 2021) $ 167 2022 666 2023 666 2024 668 2025 and thereafter 11,050 $ 13,217 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Accrued Expenses and Other Current Liabilities [Abstract] | |
Accrued Expenses and Other Current Liabilities | 5. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in December 31, September 30, 2020 2021 Accrued professional fees and other 228 2,240 Accrued payroll and benefits 53 2,138 Accrued interest 33 31 Accrued external research and development 296 725 $ 610 5,134 |
Convertible Notes Payable
Convertible Notes Payable | 9 Months Ended |
Sep. 30, 2021 | |
Notes Payable [Abstract] | |
Convertible Notes Payable | 6. Convertible Notes Payable Beginning in April 2018, the Company issued several Convertible Notes, some Convertible Notes bear simple interest at annual rates ranging from 4.8 % to 6 %. All unpaid principal, together with the accrued interest thereon, are payable upon an event of default or upon maturity, one three years . The Convertible Notes contain a number of provisions addressing automatic and optional conversion, The Company accounts for the Convertible Notes at fair value, in accordance being recognized through the condensed combined consolidated statements of In accordance with the Contribution and Exchange Agreement, on below) that was outstanding was exchanged for shares of Series A preferred agreements and the Contribution and Exchange Agreement. During the three and nine months ended September 30, 2021, the Company 0.1 0.2 million, respectively, recognized a change in fair value of $ 2.7 related to the Convertible Notes. The following table shows the activity of the Convertible Notes (in thousands): Convertible Notes Principal Amount Payable Change in Fair Value Accrued Interest Issuance Conversion to Standard Related Party Standard Related Party Standard Related Party Costs Series A Preferred Balance December 31, 2019 $ 11,170 $ 510 $ 33 $ 26 $ 378 $ 4 $ — $ — $ 12,121 Additions 2,040 10,000 1,661 3,119 203 48 (300) 16,771 Settlements (5,500) — — — — — (5,500) September 30, 2020 $ 7,710 $ 10,510 $ 1,694 $ 3,145 $ 581 $ 52 $ (300) $ — $ 23,392 Convertible Notes Principal Amount Payable Change in Fair Value Accrued Interest Issuance Conversion to Standard Related Party Standard Related Party Standard Related Party Costs Series A Preferred Balance December 31, 2020 $ 7,710 $ 10,510 $ 1,972 $ 3,848 $ 674 $ 183 $ (217) $ — $ 24,680 Additions — 2,000 812 1,855 48 121 — — 4,836 Settlements (2,000) — — — (187) — — — (2,187) Amortization — — — — — — 50 — 50 Conversion of Convertible — — — — — — 167 (27,546) (27,379) September 30, 2021 $ 5,710 12,510 $ 2,784 $ 5,703 $ 535 $ 304 $ — $ (27,546) $ — |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2021 | |
Notes Payable [Abstract] | |
Notes Payable | 7. Notes Payable Notes Payable with Related Parties In December 2018, the Company entered into related party convertible notes with the Convertible Notes, the “Reorg. Convertible Notes”) 2.0 2018 Related Notes bore simple interest at an annual rate of 5 % and contain a number of provisions addressing automatic and optional conversion, events of default and prepayment. In accordance with the Contribution 2018 Related Notes were converted into Series A preferred stock. In November 2019, the Company borrowed $ 0.1 formal loan agreement was executed. However, 5 %, consistent with the terms and conditions of the Convertible Notes and 2018 Related Notes, which was the evaluate. The 2019 Executive Note was repaid in August 2021. Note Payable—Airplane In connection with the acquisition of an airplane, the Company entered into June 2020 for $ 11.5 3.4 % and a maturity date of June 9, 2025 . Principal and interest payments are payable monthly in the amount of $ 0.06 9.4 the co-founders of the Company. 0.3 over the term of the loan. There are no financial covenants associated with the 2025 The carrying value of the 2025 Note is as follows (in thousands): September 30, 2021 Principal $ 10,989 Unamortized debt issuance cost (198) Carrying amount 10,791 Less: current portion (425) Note payable, net of current portion and debt issuance cost $ 10,366 As of September 30, 2021, the remaining principal payments for the 2025 Amount 2021 $ 105 2022 429 2023 444 2024 458 2025 and thereafter 9,553 $ 10,989 Interest expense associated with the 2025 Note was less than $ 0.1 September 30, 2020. Interest expense associated with the 2025 Note 0.1 0.3 ended September 30, 2021. Note Payable—Paycheck Protection Program The Company applied for and received a loan, which is in the form of a note National Association (“HSBC”) in the aggregate amount of approximately 0.3 Protection Program (“PPP”). The PPP, provides for loans to qualifying businesses for amounts up to 2.5 times of the average business. As of December 31, 2020, there were no events of default under including all accrued but unpaid interest to the repayment date, in August 2021. |
Convertible Preferred Stock
Convertible Preferred Stock | 9 Months Ended |
Sep. 30, 2021 | |
Convertible preferred stock [Abstract] | |
Convertible preferred stock | 8. Convertible Preferred Stock As explained in Note 1, in accordance with the Contribution and Exchange preferred stock of UNS and COVAXX, preferred stock as set forth in the Contribution and Exchange Agreement. Each 0.2191 3.4233 of Vaxxinity As of September 30, 2021, Vaxxinity’s 87,223,095 shares of convertible preferred stock with a 0.0001 62,223,095 as Series A preferred stock and 25,000,000 The holders of Vaxxinity’s situations, are not solely within the control of Vaxxinity. Preferred stock consisted of the following as of September 30, 2021: As of September 30, 2021 Issuance Dates Shares issued and outstanding Common Stock Issuable Upon Conversion Series A preferred stock March 2021 62,223,095 39,989,083 Series B preferred stock March 2021 5,441,863 3,497,337 Series B preferred stock June 2021 9,923,711 6,377,700 77,588,669 49,864,120 The common stock issuable upon conversion reflects the application preferred stock were automatically converted into shares of Vaxxinity’s Company’s IPO in November 2021. |
Simple Agreement for Future Equ
Simple Agreement for Future Equity | 9 Months Ended |
Sep. 30, 2021 | |
Simple Agreement for Future Equity [Abstract] | |
Simple Agreement for Future Equity | 9. Simple Agreement for Future Equity During the year ended December 31, 2020, the Company executed mandatorily redeemable, nor did they require the SAFEs contained a liquidity event provision that shares and could require the Company to settle recorded the SAFEs as a liability under ASC 480 and re-measured the fair value at the end of each in fair value reported in earnings. In March 2020, the Company issued a SAFE (“SAFE 1”) for $ 0.4 463,162 Series Seed-2 convertible preferred stock 0.7773 August 2020, the Company issued a series of SAFEs (“SAFE 2”) for $ 14.7 6,307,690 preferred stock (“Series A-2 preferred”) 2.3241 August 2020. The Company determined the fair value of SAFE 2 between the fair value on the date of conversion operations. A loss of $0.6 million was recorded 30, 2020. In December 2020, the Company issued a series of SAFEs (collectively, 24.3 the Company issued additional SAFEs for $ 2.9 As explained in Note 1, in accordance with the Contribution shareholders of both UNS and COVAXX Reorganization, all the holders of outstanding stock of COVAXX, |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2021 | |
Common Stock [Abstract] | |
Common Stock | 10. Common Stock As explained in Note 1, in accordance with the Contribution and Exchange shares of common stock of UNS and COVAXX 57,702,458 of Vaxxinity’s 10,999,149 37,388,014 A preferred was exchanged for Vaxxinity’s 0.2191 Vaxxinity 3.4233 stock. In September 2021, the Company converted 2,874,984 Executive Officer and Executive Chairman on a one -to-one basis for shares of Class B common stock. As of September 30, 2021, Vaxxinity’s 170,650,960 common stock with a par value of $ 0.0001 146,477,113 and 24,173,847 Holders of Class A common stock and Class B common stock have identical rights, conversion. Except as otherwise expressly provided in Vaxxinity’s required by applicable law, of stockholders and holders of our Class B common stock will be entitled to ten votes stockholders. Holders of Class A common stock and Class B common stock vote together as a single vote of stockholders, except (i) amendments to Vaxxinity’s Certificate of Incorporation to increase or decrease the par value of a class of would be required to vote separately to approve the proposed amendment Certificate of Incorporation that alter or change the powers, preferences or affects its holders adversely, amendment. Holders of common stock are entitled to receive, ratably, of funds legally available therefor if the board of directors, in its discretion, The voting, dividend, and liquidation rights of the holders of common stock are and preferences of the holders of Vaxxinity’s The Company has reserved shares of common stock for issuance for the following Series A preferred stock 39,989,083 Series B preferred stock 9,875,037 Options issued and outstanding 20,714,308 Options available for future grants 7,169,027 Warrants issued and 2,056,722 79,804,177 |
Equity Incentive Plan
Equity Incentive Plan | 9 Months Ended |
Sep. 30, 2021 | |
Equity Incentive Plan [Abstract] | |
Equity Incentive Plan | 11. Stock Options In February 2021, the Company replaced the 2017 and 2020 Stock Stock Option and Grant Plan (the “Plan”), which provides for the Company restricted stock awards, unrestricted stock awards, and restricted stock units Company’s common The maximum number of shares of common stock that can be issued under 21,593,830 6,362,45 6 Class B shares. As of September 30, 2021, 7,169,027 that are forfeited, canceled, reacquired by the Company prior to vesting, exercise price or tax withholdings, or otherwise terminated, other issuance under the Plan. The exercise price for grants made pursuant to the terms of the Plan is determined directors. Any incentive options granted to persons possessing less than 10 % of the total combined voting power of all classes of stock may not have an exercise price of less than 100 % of the fair market value of the common stock on the grant date. Any incentive options granted to persons possessing more than 10 % of the total combined voting power of all classes of stock may not have an exercise price of less than 110 % of the fair market value of the common stock on the grant date. The option term for incentive awards may not be greater than ten years to persons possessing more than 10 % of the total combined voting power of all classes of stock may not have an option term of than five years directors. In August 2021, we canceled existing options to purchase, in aggregate, 6,342,456 by Mei Mei Hu and Louis Reese in exchange for an equal number of options to purchase new options to purchase shares of our Class B common stock were issued with exercise common stock on the new grant date. be no associated incremental value reflected in our stock compensation As of September 30, 2021 there were 14,351,853 6,362,456 shares outstanding, of which 7,092,282 Total stock-based Three Months Ended September 30, Nine months ended September 30, 2020 2021 2020 2021 Research and development $ 83 $ 364 $ 206 $ 738 General and administrative 208 1,100 489 4,864 Total stock-based $ 291 $ 1,464 $ 695 $ 5,602 Restricted Stock The following table summarizes the Company’s Number of Shares Weighted average grant date fair value per share Unvested at December 31, 2020 15,405 $ 0.32 Vested (15,405) $ 0.32 Unvested at September 30, 2021 - $ - Stock-based compensation expense recognized on vested September 30, 2020 and 2021, respectively. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Taxes [Abstract] | |
Income Taxes | 12. Income Taxes During the three and nine months ended September 30, 2020 and no tax benefit for the net operating losses incurred from those items. The Company’s tax provision effective tax rate, adjusted for the could result in a higher or lower effective earnings or losses versus annual projections. In each rate, and if the estimated annual tax rate changes, The Company has evaluated the positive and negative which primarily consist of net operating estimated future taxable income and prudent that the company will not realize the benefits |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Net Loss Per Share [Abstract] | |
Net Loss Per Share | 13. Net Loss Per Share The Company’s unvested restricted The Company’s potentially dilutive and convertible preferred stock, have been excluded from the computation of diluted reduce the net loss per share. Therefore, the weighted average number diluted net loss per share is the same. The Company excluded the following potential outstanding at each period end, from the computation of diluted net loss per would have had an anti-dilutive effect: Series A preferred stock 39,989,083 Series B preferred stock 9,875,037 Options to purchase common stock 20,714,308 Warrants issued and 2,056,722 72,635,150 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 14. Commitments and Contingencies Contractual Obligations The Company enters into agreements with contract research organizations studies and contract manufacturing organizations (“CMOs”) with CROs and CMOs are generally cancellable, with notice, at the Company’s As of September 30, 2021, the Company had remaining prepayments to 1.0 CMOs of $ 10.9 anticipated vaccine product candidate. Lease Agreements The Company has multiple operating lease agreements for office Company records total expense on a straight-line basis over the term of the lease agreement. Company to provide a security deposit in the amount of $ 0.02 under its leases. Rent expense for each of the three and nine months ended September 30, 2020 was less than 0.1 each of the three and nine months ended September 30, 2021 was less than $ 0.1 lease for 5,248 an initial one-year 0.2 License Agreements In October 2014, the Company entered into a contribution agreement Company assets and granted a non-exclusive license to certain technologies deemed of the licensed intellectual property. 32,505,306 allowed for exploitation of all diagnostic, prophylactic, and therapeutic agreement was amended in August 2019 to provide the Company flexibility to pursue indications outside the initial field limitations. shown in Note 3. In connection with the amendment, the Company agreed to execute an product that is developed by the Company outside the original field. The terms and mutually agreed upon. The Company anticipates that if it is required to enter negotiate financial terms for the license at prevailing market rates within the be required to pay UBI upfront fees, revenue royalties, development related fees. Vaxxinity’s and UBI US Holdings, LLC, all related parties of the Company, obtained exclusive rights to intellectual property and technology for use against all coronaviruses including, without limitation, SARS, MERS, and COVID-19 worldwide, perpetual, exclusive and fully paid-up. There are no future agreement. The Company has the right to grant sublicenses. The Company considered ASC 805, “Business Combinations” and how to account for the issuance of common stock. The license agreement related party did not have any basis in the assets licensed, so there was no Indemnification Agreements In the ordinary course of business, the Company may provide indemnification consultants, vendors, lessors, business partners and other parties with respect to arising out of breach of such agreements or from intellectual property Company has entered into indemnification agreements with members of the Company, among directors or officers. The maximum potential amount of future indemnification agreements is, in many cases, unlimited. To indemnifications. The Company is not aware of any indemnification arrangements position, results of operations, or cash flows, and it has no t accrued any liabilities related to such obligations as of September 30, 2021. Legal Proceedings From time to time, the Company may become involved in legal proceedings arising September 30, 2021, the Company was not a party to any material legal matters or claims. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 15. Related Party Transactions Pursuant to a Master Services Agreement with UBI (“MSA”), UBI provides research, the Company. The 7.5 % and reimburses for certain pass-through costs. Total 3.6 4.0 December 31, 2020 and September 30, 2021, respectively. 0.4 0.1 nine months ended September 30, 2020 and 2021, respectively. The Company also maintains a purchase arrangement with UBI for the production test kits to its customers. The Company has prepaid for materials required goods sold when UBI ships product containing the materials to the Company’s September 30, 2021, $ 2.9 1.0 and other current assets’ in the condensed combined consolidated The Company is party to an MSA (“MSA Asia”) with United Biomedical, Inc., Asia (“UBI-Asia”) control, testing, validation, and supply services. Payment terms are mutually services rendered. Total 1.0 1.1 September 30, 2021, respectively. 0.1 0.7 30, 2020 and 2021, respectively. The Company is party to an MSA (“MSA Taiwan”) provide the Company with manufacturing, quality control, in connection with each work order relating to services rendered. No September 30, 2021, respectively. The Company is party to an MSA (“MSA UBP”) with United BioPharma, Inc. (“UBP”). provide the Company with manufacturing, testing and validation. Payment amounts due to UBP pursuant to this MSA were each $ 0 5.9 respectively. Total 0.0 14 2021, respectively. The Company is party to an MSA (“COVID MSA”) with UBI relating to the Company’s MSA provides that UBI acts as COVAXX’s research, development, manufacturing and back office administrative on the UBI costs incurred plus a markup of 10.0 % and reimburses for certain pass-through costs. The Company is party to a four-company MSA with UBI, UBI-Asia and an exclusive licensee of technologies related to diagnostics, vaccines, and MSA established the terms under which UBI-Asia provides research, Company and UBP provides contract development and manufacturing COVID-19 Relief MSA share common ownership through UBI. In aggregate, total amounts due to related parties under the COVID MSA and the COVID-19 2.9 and $ 10.3 and the COVID-19 Relief MSA were $ 10.3 16.9 respectively, with $ 3.7 In August 2021, as partial consideration for the rights and licenses the company Agreement, the company granted UBI a warrant to purchase 1,928,020 2021, all 1,928,020 UBI Warrant has a Taiwan UBI-Asia, which is responsible for applying for and managing grants on awarded a grant by the Taiwan phase study of a COVID-19 vaccine clinical trial in Taiwan. clinical trial will be reimbursed based on the achievement of certain milestones as provided ended September 30, 2021, the Company has provided for an estimate of 7.2 time; this was recorded as contra research and development expenses in UBI IP Holdings The Company provides administrative services to UBI IP Holding (“UBI-IP”). issues vendor payments and provides technical services mostly for legal services services based on the costs incurred with no markup. Total 0.4 December 31, 2020 and September 30, 2021, respectively. Total related party operating September 30, 2020 and 2021 is as follows (in thousands): For the Three Months For the nine Months Ended September 30, Ended September 30, 2020 2021 2020 2021 Operating expenses Research and development Services provided by related parties $ 7,425 $ 13,515 $ 8,898 $ 38,667 Taiwan CDC grant reimbursement (474) — (474) (7,199) General and administrative 1,858 355 2,343 1,173 Services provided by related parties $ 8,809 $ 13,870 $ 10,767 $ 32,641 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Events The Company has evaluated subsequent events through December have occurred that require disclosure in the accompanying consolidated Issuance of Options In November 2021, the company issued 1,499,085 13.00 connection with the IPO. Reverse Stock Split On October 29, 2021, the Company effectuated a reverse stock split of 1-for-1.556 Class A and Class B common stock pursuant to an amendment to the approved by the Company’s and per share amounts associated with its options and warrants to purchase shares consolidated financial statements have been retroactively adjusted to reflect shares that would have resulted from the Stock Split have been rounded down to Initial Public Offering On November 15, 2021, the Company closed its IPO of 6,000,000 of $ 13.00 537,711 of Class A common stock pursuant to a 30-day option granted to the underwriters 900,000 Class A common stock at the IPO price, less underwriting discounts and from the offering, after deducting underwriting discounts and approximately $ 71.1 preferred stock were automatically converted into shares of its Class A common |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policy) | 9 Months Ended |
Sep. 30, 2021 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim condensed combined the rules and regulations of the United States Securities and Exchange Commission condensed consolidated financial statements for the periods presented the Contribution and Exchange Agreement. All share and per share amounts, converted to a number of shares and per share amounts using the conversion ratios Agreement. These interim condensed combined consolidated financial statements are unaudited include all adjustments (consisting of normal recurring adjustments and periods. The condensed combined balance sheet at December 31, 2020, has date. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for future period. Certain information and footnote disclosures normally with accounting principles generally accepted in the United States (“U.S. GAAP”) regulations for interim reporting of the SEC. These interim condensed financial statements and notes thereto included in our report for the year Significant Accounting Policies The significant accounting policies used in preparation of these condensed annual financial statements for the year ended December 31, 2020. There accounting policies during the three and nine months ended September |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company” (“EGC”), Act”) and is permitted to and plans to take advantage of certain exemptions other public companies that are not EGCs. The Company may take advantage of Section 107 of the JOBS Act, which provides that an EGC can take advantage of Act for the implementation of new or revised accounting standards. The Company period and, therefore, while the Company is an EGC it will not be subject to new or revised accounting they become applicable to other public companies that are not EGCs. |
Recently Adopted and Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements In November 2018, the Financial Accounting Standards Board (“FASB”) Arrangements (Topic , (“ASU 2018-18”). The amendments in this update clarify that certain transactions between collaborative arrangement collaborative arrangement participant is a customer in the context of a unit consideration received from a collaborative arrangement the Company’s annual reporting adoption of this pronouncement did not have a material impact on the results of operations. In December 2019, the FASB Taxes the general principles in Topic standard will be effective for the Company beginning adoption of this pronouncement did not have a material impact on the results of operations. Recently Issued Accounting Pronouncements In February 2016, the FASB requires organizations that lease assets to recognize on the balance by those leases. The new guidance requires that a lessee recognize assets and measure in the financial statements will depend on its classification as a finance requires disclosures to help investors and other financial statement users better flows arising from leases. The estimated impact on our existing lease agreements 250,000 . The Company has elected to apply the transition requirements as of January cumulative effect adjustment in the period of adoption, and prior accounting under ASC 840 “Leases.” Additionally, standard to any existing short-term leases (term of 12 months or less) as this is optional under |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Measurements [Abstract] | |
Schedule of Financial Instruments Measured at Fair Value on a Recurring Basis | December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities Convertible notes payable $ — $ — $ 24,040 $ 24,040 SAFEs — — 24,335 24,335 Warrant liability — — 400 400 $ — $ — $ 48,775 $ 48,775 September 30, 2021 Level 1 Level 2 Level 3 Total Assets Money market funds $ 84,000 $ — $ — $ 84,000 $ 84,000 $ — $ — $ 84,000 |
Schedule of Activity in Level 3 | September 30, 2021 Beginning balance, December 31, 2020 $ 24,680 Level 3 fair value of the principal amount of convertible notes $ 24,040 Change in fair value 2,667 Conversion to Series A preferred stock (26,707) Ending balance September 30, 2021 $ — SAFE Liability Balance at December 31, 2020 $ 24,335 Change in fair value 8,365 Issuance of SAFEs 2,900 Conversion to Series A preferred stock (35,600) Balance at September 30, 2021 $ — Warrants Liability Balance at December 31, 2020 $ 400 Change in fair value 214 Exchange of warrants for shares of Series A preferred stock (614) Balance at September 30, 2021 $ — |
Property, Equipment and Licen_2
Property, Equipment and Licensed Intellectual Property (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Equipment and Licensed Intellectual Property [Abstract] | |
Property and Equipment, Net | December 31, September 30, 2020 2021 Airplane $ 11,983 $ 11,983 Laboratory and computer equipment 969 1,019 Furniture and fixtures 84 84 Total property $ 13,036 $ 13,086 Less accumulated depreciation (878) (1,704) Property and equipment, net $ 12,158 $ 11,382 |
Schedule of Annual Amortization | September 30, 2021 Licensed intellectual property $ 13,320 Less accumulated amortization (103) Licensed intellectual property, $ 13,217 Amount 2021 (Q4 2021) $ 167 2022 666 2023 666 2024 668 2025 and thereafter 11,050 $ 13,217 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accrued Expenses and Other Current Liabilities [Abstract] | |
Accrued expenses and other current liabilities | December 31, September 30, 2020 2021 Accrued professional fees and other 228 2,240 Accrued payroll and benefits 53 2,138 Accrued interest 33 31 Accrued external research and development 296 725 $ 610 5,134 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Notes Payable [Abstract] | |
Convertible Notes | Convertible Notes Principal Amount Payable Change in Fair Value Accrued Interest Issuance Conversion to Standard Related Party Standard Related Party Standard Related Party Costs Series A Preferred Balance December 31, 2019 $ 11,170 $ 510 $ 33 $ 26 $ 378 $ 4 $ — $ — $ 12,121 Additions 2,040 10,000 1,661 3,119 203 48 (300) 16,771 Settlements (5,500) — — — — — (5,500) September 30, 2020 $ 7,710 $ 10,510 $ 1,694 $ 3,145 $ 581 $ 52 $ (300) $ — $ 23,392 Convertible Notes Principal Amount Payable Change in Fair Value Accrued Interest Issuance Conversion to Standard Related Party Standard Related Party Standard Related Party Costs Series A Preferred Balance December 31, 2020 $ 7,710 $ 10,510 $ 1,972 $ 3,848 $ 674 $ 183 $ (217) $ — $ 24,680 Additions — 2,000 812 1,855 48 121 — — 4,836 Settlements (2,000) — — — (187) — — — (2,187) Amortization — — — — — — 50 — 50 Conversion of Convertible — — — — — — 167 (27,546) (27,379) September 30, 2021 $ 5,710 12,510 $ 2,784 $ 5,703 $ 535 $ 304 $ — $ (27,546) $ — |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Notes Payable [Abstract] | |
Carrying Value | September 30, 2021 Principal $ 10,989 Unamortized debt issuance cost (198) Carrying amount 10,791 Less: current portion (425) Note payable, net of current portion and debt issuance cost $ 10,366 |
Annual Principal Payments | Amount 2021 $ 105 2022 429 2023 444 2024 458 2025 and thereafter 9,553 $ 10,989 |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Convertible preferred stock [Abstract] | |
Schedule of preferred stock | As of September 30, 2021 Issuance Dates Shares issued and outstanding Common Stock Issuable Upon Conversion Series A preferred stock March 2021 62,223,095 39,989,083 Series B preferred stock March 2021 5,441,863 3,497,337 Series B preferred stock June 2021 9,923,711 6,377,700 77,588,669 49,864,120 |
Common Stock (Tables)
Common Stock (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Common Stock [Abstract] | |
Reserved Shares of Common Stock for Issuance | Series A preferred stock 39,989,083 Series B preferred stock 9,875,037 Options issued and outstanding 20,714,308 Options available for future grants 7,169,027 Warrants issued and 2,056,722 79,804,177 |
Equity Incentive Plans (Tables)
Equity Incentive Plans (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity Incentive Plan [Abstract] | |
Schedule of Stock-Based Compensation Expense for Stock Options | Three Months Ended September 30, Nine months ended September 30, 2020 2021 2020 2021 Research and development $ 83 $ 364 $ 206 $ 738 General and administrative 208 1,100 489 4,864 Total stock-based $ 291 $ 1,464 $ 695 $ 5,602 |
Summary of Restricted Stock Activity | Number of Shares Weighted average grant date fair value per share Unvested at December 31, 2020 15,405 $ 0.32 Vested (15,405) $ 0.32 Unvested at September 30, 2021 - $ - |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Net Loss Per Share [Abstract] | |
Schedule of Excluded Potential Common Shares from Computation of Diluted Net Loss Per Share | Series A preferred stock 39,989,083 Series B preferred stock 9,875,037 Options to purchase common stock 20,714,308 Warrants issued and 2,056,722 72,635,150 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Operating Activity | For the Three Months For the nine Months Ended September 30, Ended September 30, 2020 2021 2020 2021 Operating expenses Research and development Services provided by related parties $ 7,425 $ 13,515 $ 8,898 $ 38,667 Taiwan CDC grant reimbursement (474) — (474) (7,199) General and administrative 1,858 355 2,343 1,173 Services provided by related parties $ 8,809 $ 13,870 $ 10,767 $ 32,641 |
Nature of the Business (Narrati
Nature of the Business (Narrative) (Details) $ / shares in Units, $ in Millions | Nov. 18, 2021shares | Nov. 15, 2021USD ($)$ / sharesshares | Oct. 29, 2021 | Mar. 02, 2021shares | Oct. 31, 2014shares |
Nature of Business Disclosures [Line Items] | |||||
Issuance of stock, shares | 57,702,458 | 32,505,306 | |||
Subsequent Event [Member] | |||||
Nature of Business Disclosures [Line Items] | |||||
Reverse stock split | 0.643 | ||||
Class A Common Stock [Member] | |||||
Nature of Business Disclosures [Line Items] | |||||
Issuance of stock, shares | 10,999,149 | ||||
Class A Common Stock [Member] | Subsequent Event [Member] | |||||
Nature of Business Disclosures [Line Items] | |||||
Issuance of stock, shares | 537,711 | 6,000,000 | |||
Share Price | $ / shares | $ 13 | ||||
Issuance of stock | $ | $ 71.1 | ||||
Class A Common Stock [Member] | Subsequent Event [Member] | 30-Day Option Granted To Underwriters [Member] | |||||
Nature of Business Disclosures [Line Items] | |||||
Issuance of stock, shares | 900,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Narrative) (Details) | Sep. 30, 2021USD ($) |
Accounting Standards Update 201602 [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Estimated impact of lease agreements | $ 250,000 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Aug. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Aug. 05, 2021 | Sep. 30, 2020 | |
Class Of Warrant Or Right [Line Items] | |||||
Transfers between levels | $ 0 | $ 0 | |||
Fair value of preferred stock issued on conversion date | $ 15,600,000 | ||||
Warrant outstanding | 2,056,722 | ||||
Intangible asset useful life | 20 years | ||||
Series A-1 Preferred [Member] | |||||
Class Of Warrant Or Right [Line Items] | |||||
Number of shares available to purchase from vested warrants | 205,970 | ||||
Warrant, contractual term | 10 years | ||||
Number of warrants exercised | 71,862 | ||||
Warrants, exercise price | $ 0.003 | ||||
Series A-1 Preferred [Member] | Maximum [Member] | |||||
Class Of Warrant Or Right [Line Items] | |||||
Cash proceeds from warrants exercised | $ 1,000 | ||||
Warrant outstanding | 134,106 | ||||
Class A Common Stock [Member] | |||||
Class Of Warrant Or Right [Line Items] | |||||
Number of warrants exercised | 1,920,020 | 1,920,020 | |||
Warrants, exercise price | $ 12.45 | ||||
Warrant outstanding | 1,928,020 | ||||
Fair value of warrants | $ 13,300,000 |
Fair Value Measurements (Schedu
Fair Value Measurements (Schedule of Financial Instruments Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible notes payable | $ 24,040 | |
Simple agreement for future equity | 24,335 | |
Warrant liability | 400 | |
Liabilities | 48,775 | |
Assets | $ 84,000 | |
Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 84,000 | |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible notes payable | 0 | |
Simple agreement for future equity | 0 | |
Warrant liability | 0 | |
Liabilities | 0 | |
Assets | 84,000 | |
Level 1 [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 84,000 | |
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible notes payable | 0 | |
Simple agreement for future equity | 0 | |
Warrant liability | 0 | |
Liabilities | 0 | |
Assets | 0 | |
Level 2 [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 0 | |
Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible notes payable | 24,040 | |
Simple agreement for future equity | 24,335 | |
Warrant liability | 400 | |
Liabilities | $ 48,775 | |
Assets | 0 | |
Level 3 [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | $ 0 |
Fair Value Measurements (Sche_2
Fair Value Measurements (Schedule of Activity in Level 3) (Details) - Level 3 [Member] $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Convertible Notes [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Beginning balance | $ 24,680 |
Level 3 fair value of the principal amount of convertible notes | 24,040 |
Change in fair value | 2,667 |
Conversion/exchange | (26,707) |
Ending balance | 0 |
Simple Agreement for Future Equity [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Beginning balance | 24,335 |
Change in fair value | 8,365 |
Issuance of SAFEs | 2,900 |
Conversion/exchange | (35,600) |
Ending balance | 0 |
Warrant Liability [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Beginning balance | 400 |
Change in fair value | 214 |
Conversion/exchange | (614) |
Ending balance | $ 0 |
Property, Equipment and Licen_3
Property, Equipment and Licensed Intellectual Property (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization expense | $ 400 | $ 928 | $ 363 | |
Intangible asset useful life | 20 years | |||
Licensed Technology [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Intangible asset useful life | 20 years | |||
Maximum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization expense | $ 100 | $ 100 |
Property, Equipment and Licen_4
Property, Equipment and Licensed Intellectual Property (Property and Equipment, Net) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 13,086 | $ 13,036 |
Less accumulated depreciation | (1,704) | (878) |
Property and equipment, net | 11,382 | 12,158 |
Airplane [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 11,983 | 11,983 |
Laboratory And Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 1,019 | 969 |
Furniture And Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 84 | $ 84 |
Property, Equipment and Licen_5
Property, Equipment and Licensed Intellectual Property (Schedule of Annual Amortization) (Details) - Licensed Technology [Member] $ in Thousands | Sep. 30, 2021USD ($) |
Finite Lived Intangible Assets [Line Items] | |
Licensed intellectual property | $ 13,320 |
Less accumulated amortization | (103) |
Lincensed intellectual property, net | $ 13,217 |
Property, Equipment and Licen_6
Property, Equipment and Licensed Intellectual Property (Schedule of Annual Amortization 2) (Details) - Licensed Technology [Member] $ in Thousands | Sep. 30, 2021USD ($) |
Finite Lived Intangible Assets [Line Items] | |
2021 (Q4 2021) | $ 167 |
2022 | 666 |
2023 | 666 |
2024 | 668 |
2025 and thereafter | 11,050 |
Lincensed intellectual property, net | $ 13,217 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Accrued Expenses and Other Current Liabilities) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Accrued Expenses and Other Current Liabilities [Abstract] | ||
Accrued professional fees and other | $ 2,240 | $ 228 |
Accrued payroll and benefits | 2,138 | 53 |
Accrued interest | 31 | 33 |
Accrued external research and development | 725 | 296 |
Accrued expense and other current liabilities | $ 5,134 | $ 610 |
Convertible Notes Payable (Narr
Convertible Notes Payable (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Debt Instrument [Line Items] | ||||
Change in fair value of convertible notes | $ (2,786) | $ (2,667) | $ (4,781) | |
Convertible Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest Expense, Debt | $ 100 | $ 200 | ||
Convertible Debt [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument Interest Rate Stated Percentage | 4.80% | 4.80% | ||
Debt Instrument, Term | 1 year | |||
Convertible Debt [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument Interest Rate Stated Percentage | 6.00% | 6.00% | ||
Debt Instrument, Term | 3 years |
Convertible Notes Payable (Conv
Convertible Notes Payable (Convertible Notes) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Notes Payable [Abstract] | ||
Principle amount payable, standard, beginning balance | $ 7,710 | $ 11,170 |
Principle amount payable, standard, additions | 2,040 | |
Principle amount payable, standard, settlements | (2,000) | (5,500) |
Principle amount payable, standard, ending balance | 5,710 | 7,710 |
Principle amount payable, related party, beginning balance | 10,510 | 510 |
Principle amount payable, related party, additions | 2,000 | 10,000 |
Principle amount payable, related party, ending balance | 12,510 | 10,510 |
Change in fair value, standard, beginning balance | 1,972 | 33 |
Change in fair value, related party, additions | 812 | 1,661 |
Change in fair value, standard, ending balance | 2,784 | 1,694 |
Change in fair value, related party, beginning balance | 3,848 | 26 |
Change in fair value, related party, additions | 1,855 | 3,119 |
Change in fair value, related party, ending balance | 5,703 | 3,145 |
Accrued interest, standard, beginning balance | (674) | (378) |
Accrued interest, standard, additions | 48 | 203 |
Accrued interest, standard, settlements | 187 | |
Accrued interest, standard ending balance | (535) | (581) |
Accrued interest, related party, beginning balance | 183 | 4 |
Accrued interest, related party, additions | 121 | 48 |
Accrued interest, related party, ending balance | 304 | 52 |
Issuance costs, beginning balance | 217 | 0 |
Issuance costs, amortization | 50 | 300 |
Issuance costs, conversion | 167 | |
Issuance costs, ending balance | 0 | 300 |
Conversion to Series A preferred stock | 27,546 | |
Beginning balance | 24,680 | 12,121 |
Additions | 4,836 | 16,771 |
Settlements | (2,187) | (5,500) |
Amortization | 50 | 300 |
Conversion of convertible notes to Series A preferred stock | (27,379) | |
Ending balance | $ 0 | $ 23,392 |
Notes Payable (Narrative) (Deta
Notes Payable (Narrative) (Details) - Notes Payable [Member] - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2018 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | May 05, 2020 | Nov. 30, 2019 | |
Debt Instrument [Line Items] | |||||||||
Proceeds from Notes Payable | $ 2,000 | ||||||||
2025 Note [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest Rate, Term Loan | 3.40% | ||||||||
Debt Instrument, Face Amount | $ 11,500 | ||||||||
Debt Instrument, Periodic Payment | $ 60 | ||||||||
Debt Instrument, Maturity Date | Jun. 9, 2025 | ||||||||
Debt Instrument, Final Payment | $ 9,400 | ||||||||
Deferred Finance Costs, Net | $ 300 | ||||||||
Interest Expense, Debt | $ 100 | $ 300 | |||||||
2025 Note [Member] | Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest Expense, Debt | $ 100 | $ 100 | |||||||
2018 Related Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest Rate, Term Loan | 5.00% | ||||||||
2019 Executive Note [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest Rate, Term Loan | 5.00% | ||||||||
Debt Instrument, Face Amount | $ 100 | ||||||||
PPP [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Face Amount | $ 300 |
Notes Payable (Carrying Value)
Notes Payable (Carrying Value) (Details) - Note, 2025 [Member] - Notes Payable [Member] $ in Thousands | Sep. 30, 2021USD ($) |
Debt Instrument [Line Items] | |
Principal | $ 10,989 |
Unamortized debt issuance cost | (198) |
Total | 10,791 |
Less: current portion | (425) |
Note payable, net of current portion and debt issuance cost | $ 10,366 |
Notes Payable (Annual Principal
Notes Payable (Annual Principal Payments) (Details) - Note, 2025 [Member] - Notes Payable [Member] $ in Thousands | Sep. 30, 2021USD ($) |
Debt Instrument [Line Items] | |
2021 | $ 105 |
2022 | 429 |
2023 | 444 |
2024 | 458 |
2025 and thereafter | 9,553 |
Total | $ 10,989 |
Convertible Preferred Stock (Na
Convertible Preferred Stock (Narrative) (Details) | Mar. 02, 2021 | Sep. 30, 2021$ / sharesshares |
Convertible preferred stock [Line Items] | ||
Preferred stock, shares authorized | 87,223,095 | |
Preferred stock, par value | $ / shares | $ 0.0001 | |
Series A Preferred Stock [Member] | ||
Convertible preferred stock [Line Items] | ||
Preferred stock, shares authorized | 62,223,095 | |
Series B Preferred Stock [Member] | ||
Convertible preferred stock [Line Items] | ||
Preferred stock, shares authorized | 25,000,000 | |
UNS [Member] | ||
Convertible preferred stock [Line Items] | ||
Share exchange rate | 0.2191 | |
COVAXX [Member] | ||
Convertible preferred stock [Line Items] | ||
Share exchange rate | 3.4233 |
Convertible Preferred Stock (Sc
Convertible Preferred Stock (Schedule of Preferred Stock) (Details) | Sep. 30, 2021shares |
Convertible preferred stock [Line Items] | |
Preferred stock, shares issued | 77,588,669 |
Preferred stock, share outstanding | 77,588,669 |
Common Stock Issuable Upon Conversion | 49,864,120 |
Series A Preferred Stock [Member] | |
Convertible preferred stock [Line Items] | |
Preferred stock, shares issued | 62,223,095 |
Preferred stock, share outstanding | 62,223,095 |
Common Stock Issuable Upon Conversion | 39,989,083 |
Series B Preferred Stock [Member] | |
Convertible preferred stock [Line Items] | |
Common Stock Issuable Upon Conversion | 9,875,037 |
Series B Preferred Stock Issued March 2021 [Member] | |
Convertible preferred stock [Line Items] | |
Preferred stock, shares issued | 5,441,863 |
Preferred stock, share outstanding | 5,441,863 |
Common Stock Issuable Upon Conversion | 3,497,337 |
Series B Preferred Stock Issued June 2021 [Member] | |
Convertible preferred stock [Line Items] | |
Preferred stock, shares issued | 9,923,711 |
Preferred stock, share outstanding | 9,923,711 |
Common Stock Issuable Upon Conversion | 6,377,700 |
Simple Agreement for Future E_2
Simple Agreement for Future Equity (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 02, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | Aug. 31, 2020 | Apr. 30, 2020 | Oct. 31, 2014 | Sep. 30, 2020 | Sep. 30, 2021 | Mar. 31, 2020 |
Simple Agreement for Future Equity [Line Items] | |||||||||
Simple agreement for future equity | $ 24,335 | ||||||||
Shares issued | 57,702,458 | 32,505,306 | |||||||
Change in fair value of simple agreement for future equity | $ 615 | $ 8,365 | |||||||
SAFE Arrangements [Member] | |||||||||
Simple Agreement for Future Equity [Line Items] | |||||||||
Proceeds from issuance of simple agreement for future equity | $ 2,900 | ||||||||
SAFE 1 [Member] | |||||||||
Simple Agreement for Future Equity [Line Items] | |||||||||
Simple agreement for future equity | $ 400 | ||||||||
Shares issued | 463,162 | ||||||||
Share Price | $ 0.7773 | ||||||||
SAFE 2 [Member] | |||||||||
Simple Agreement for Future Equity [Line Items] | |||||||||
Simple agreement for future equity | $ 14,700 | ||||||||
SAFE 3 [Member] | |||||||||
Simple Agreement for Future Equity [Line Items] | |||||||||
Proceeds from issuance of simple agreement for future equity | $ 24,300 | ||||||||
Series A-2 Stock [Member] | |||||||||
Simple Agreement for Future Equity [Line Items] | |||||||||
Shares issued | 6,307,690 | ||||||||
Share Price | $ 2.3241 |
Common Stock (Narrative) (Detai
Common Stock (Narrative) (Details) | Mar. 02, 2021shares | Sep. 30, 2021$ / sharesshares | Oct. 31, 2014shares |
Class Of Stock [Line Items] | |||
Issuance of stock, shares | 57,702,458 | 32,505,306 | |
Common stock, shares authorized | 170,650,960 | ||
Common stock, par value | $ / shares | $ 0.0001 | ||
UNS [Member] | |||
Class Of Stock [Line Items] | |||
Share exchange rate | 0.2191 | ||
COVAXX [Member] | |||
Class Of Stock [Line Items] | |||
Share exchange rate | 3.4233 | ||
Class A Common Stock [Member] | |||
Class Of Stock [Line Items] | |||
Issuance of stock, shares | 10,999,149 | ||
Shares converted | 2,874,984 | ||
Conversion ratio | 1 | ||
Common stock, shares authorized | 146,477,113 | ||
Common Class B [Member] | |||
Class Of Stock [Line Items] | |||
Issuance of stock, shares | 37,388,014 | ||
Common stock, shares authorized | 24,173,847 |
Common Stock (Reserved Share of
Common Stock (Reserved Share of Common Stock for Issuance) (Details) | Sep. 30, 2021shares |
Class Of Stock [Line Items] | |
Preferred stock | 49,864,120 |
Warrants issued and outstanding to purchase shares of common stock | 2,056,722 |
Reserved Shares of Common Stock | 79,804,177 |
Options [Member] | |
Class Of Stock [Line Items] | |
Options issued and outstanding | 20,714,308 |
Options available for future grants | 7,169,027 |
Series A Preferred Stock [Member] | |
Class Of Stock [Line Items] | |
Preferred stock | 39,989,083 |
Series B Preferred Stock [Member] | |
Class Of Stock [Line Items] | |
Preferred stock | 9,875,037 |
Equity Incentive Plan (Narrativ
Equity Incentive Plan (Narrative) (Details - shares | 1 Months Ended | 9 Months Ended |
Aug. 31, 2021 | Sep. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Options cancelled | 6,342,456 | |
2021 Stock Option and Grant Plan [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Exercise price threshold as a percentage of combined voting power | 10.00% | |
Minimum exercise price for grantees under combined voting power threshold | 100.00% | |
Minimum exercise price for grantees under combined voting power threshold | 110.00% | |
Award expiration term | 10 years | |
Award expiration term for grantees under combined voting power threshold | 5 years | |
2021 Stock Option and Grant Plan [Member] | Class A Common Stock [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Available for issuance under Plan | 21,593,830 | |
Number of shares available for grant | 7,169,027 | |
Options outstanding | 22,331,544 | |
Options exercisable | 11,035,590 | |
2021 Stock Option and Grant Plan [Member] | Common Class B [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Available for issuance under Plan | 6,362,456 | |
Options outstanding | 9,899,982 |
Equity Incentive Plan (Schedule
Equity Incentive Plan (Schedule of Stock-Based Compensation Expense for Stock Options) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 291 | $ 1,464 | $ 695 | $ 5,602 |
Research And Development Expense [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 83 | 364 | 206 | 738 |
General And Administrative Expense [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 208 | $ 1,100 | $ 489 | $ 4,864 |
Equity Incentive Plan (Summary
Equity Incentive Plan (Summary of Restricted Stock Activity) (Details) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Equity Incentive Plan [Abstract] | |
Unvested, Number of Shares, Begining Balance | shares | 15,405 |
Vested, Number of Shares | shares | (15,405) |
Unvested, Number of Shares, Ending Balance | shares | 0 |
Unvested, Weighted average grant date fair value per share, beginning balance | $ / shares | $ 0.32 |
Vested, weighted average grant date fair value per share | $ / shares | 0.32 |
Unvested, Weighted average grant date fair value per share, ending balance | $ / shares | $ 0 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Taxes [Abstract] | ||||
Income tax expense | $ 0 | $ 0 | $ 0 | $ 0 |
Net Loss Per Share (Schedule of
Net Loss Per Share (Schedule of Excluded Potential Common Shares from Computation of Diluted Net Loss Per Share) (Details) | 9 Months Ended |
Sep. 30, 2021shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Excluded potential common shares from computation of diluted net loss per share | 72,635,150 |
Series A Preferred Stock [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Excluded potential common shares from computation of diluted net loss per share | 39,989,083 |
Series B Preferred Stock [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Excluded potential common shares from computation of diluted net loss per share | 9,875,037 |
Options To Purchase Common Stock [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Excluded potential common shares from computation of diluted net loss per share | 20,714,308 |
Warrants Issued And Outstanding To Purchase Shares Of Common Stock [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Excluded potential common shares from computation of diluted net loss per share | 2,056,722 |
Commitments and Contingencies (
Commitments and Contingencies (Narrative) (Details) | Mar. 02, 2021shares | Oct. 31, 2014shares | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Aug. 31, 2021USD ($)ft² |
Commitments And Contingencies [Line Items] | |||||||
Security deposit | $ 20,000 | $ 20,000 | |||||
Shares issued | shares | 57,702,458 | 32,505,306 | |||||
Lease in square feet | ft² | 5,248 | ||||||
Lease, initial term | 1 year | ||||||
Lease obligation | $ 200,000 | ||||||
Maximum [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Rent expense | 100,000 | $ 100,000 | 100,000 | $ 100,000 | |||
Indemnification Agreement [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Obligations accrued | 0 | 0 | |||||
Contract Research Organizations [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Remaining prepayments | 1,000,000 | 1,000,000 | |||||
Contract Manufacturing Organizations [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Remaining prepayments | $ 10,900,000 | $ 10,900,000 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) - USD ($) | 1 Months Ended | 9 Months Ended | ||
Aug. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Class A Common Stock [Member] | ||||
Related Party Transaction [Line Items] | ||||
Number of warrants exercised | 1,920,020 | 1,920,020 | ||
UBI [Member] | ||||
Related Party Transaction [Line Items] | ||||
Mark up percentage | 7.50% | |||
Due to related parties | $ 4,000,000 | $ 3,600,000 | ||
Service fees | $ 400,000 | |||
UBI [Member] | Maximum [Member] | ||||
Related Party Transaction [Line Items] | ||||
Service fees | 100,000 | |||
UBI [Member] | Purchase Arrangement With UBI [Member] | ||||
Related Party Transaction [Line Items] | ||||
Prepaid expenses | 1,000,000 | 2,900,000 | ||
UBI Asia [Member] | ||||
Related Party Transaction [Line Items] | ||||
Due to related parties | 1,100,000 | 1,000,000 | ||
Service fees | 700,000 | 100,000 | ||
UBI Asia [Member] | COVID MSA And COVID-19 Relief MSA [Member] | ||||
Related Party Transaction [Line Items] | ||||
Research and development | 7,200,000 | |||
UBI-P [Member] | ||||
Related Party Transaction [Line Items] | ||||
Due to related parties | 5,900,000 | 0 | ||
Service fees | $ 14,000,000 | 0 | ||
UBI-P [Member] | COVID MSA And COVID-19 Relief MSA [Member] | ||||
Related Party Transaction [Line Items] | ||||
Mark up percentage | 10.00% | |||
Due to related parties | $ 10,300,000 | 2,900,000 | ||
Service fees | 16,900,000 | $ 10,300,000 | ||
Prepaid expenses | 3,700,000 | |||
UBI-P [Member] | Manufacturing, Quality Control, Testing, Validation And Supply [Member] | ||||
Related Party Transaction [Line Items] | ||||
Due to related parties | 0 | 0 | ||
UBI IP [Member] | ||||
Related Party Transaction [Line Items] | ||||
Due to related parties | $ 400,000 | $ 400,000 |
Related Party Transactions (Sch
Related Party Transactions (Schedule of Related Party Operating Activity) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Services Provided By Related Parties [Member] | ||||
Related Party Transaction [Line Items] | ||||
Research and development | $ 13,515 | $ 7,425 | $ 38,667 | $ 8,898 |
General and administrative | 13,870 | 8,809 | 32,641 | 10,767 |
Taiwan CDC Grant [Member] | ||||
Related Party Transaction [Line Items] | ||||
Reimbursement from related party | 0 | (474) | (7,199) | (474) |
General and administrative | $ 355 | $ 1,858 | $ 1,173 | $ 2,343 |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) $ / shares in Units, $ in Millions | Nov. 18, 2021shares | Nov. 15, 2021USD ($)$ / sharesshares | Oct. 29, 2021 | Mar. 02, 2021shares | Nov. 30, 2021$ / sharesshares | Oct. 31, 2014shares |
Subsequent Event [Line Items] | ||||||
Shares issued | 57,702,458 | 32,505,306 | ||||
Common Class A [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Shares issued | 10,999,149 | |||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Options issued | 1,499,085 | |||||
Options issued, exercise price | $ / shares | $ 13 | |||||
Reverse stock split | 0.643 | |||||
Subsequent Event [Member] | Common Class A [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Issuance of stock | $ | $ 71.1 | |||||
Shares issued | 537,711 | 6,000,000 | ||||
Share Price | $ / shares | $ 13 | |||||
Subsequent Event [Member] | Common Class A [Member] | 30-Day Option Granted To Underwriters [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Shares issued | 900,000 |