Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 08, 2022 | |
Entity Addresses [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-40440 | |
Entity Registrant Name | Senti Biosciences, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-2437900 | |
Entity Address, Address Line One | 2 Corporate Drive, First Floor | |
Entity Address, City or Town | South San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94080 | |
City Area Code | (650) | |
Local Phone Number | 239-2030 | |
Title of 12(b) Security | Common stock, par value $0.0001 per share | |
Trading Symbol | SNTI | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 43,386,900 | |
Entity Central Index Key | 0001854270 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Former Address | ||
Entity Addresses [Line Items] | ||
Entity Address, Address Line One | 2875 El Camino Real | |
Entity Address, City or Town | Redwood City | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94061 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Assets | ||
Cash and cash equivalents | $ 139,800,000 | $ 56,034,000 |
Trade and other receivables | 573,000 | 483,000 |
Prepaid expenses and other current assets | 3,546,000 | 3,676,000 |
Total current assets | 143,919,000 | 60,193,000 |
Restricted cash | 3,257,000 | 3,257,000 |
Property and equipment, net | 35,505,000 | 12,368,000 |
Operating lease right-of-use assets | 19,474,000 | 20,708,000 |
Other long-term assets | 207,000 | 176,000 |
Total assets | 202,362,000 | 96,702,000 |
Liabilities and Stockholders’ Equity (Deficit) | ||
Accounts payable | 5,755,000 | 5,187,000 |
Early exercise liability, current portion | 297,000 | 626,000 |
Deferred revenue | 833,000 | 1,656,000 |
Accrued expenses and other current liabilities | 9,056,000 | 5,331,000 |
Operating lease liabilities | 1,857,000 | 1,743,000 |
Total current liabilities | 17,798,000 | 14,543,000 |
Operating lease liabilities, net of current portion | 29,018,000 | 20,988,000 |
Contingent earnout liability | 810,000 | 0 |
Early exercise liability, net of current portion | 470,000 | 619,000 |
Deferred revenue, net of current portion | 0 | 176,000 |
Total liabilities | 48,096,000 | 36,326,000 |
Commitments and contingencies (Note 13) | ||
Redeemable convertible preferred stock (A and B), $0.0001 par value; zero and 19,517,990 shares authorized at June 30, 2022 and December 31, 2021; zero and 19,517,988 shares issued and outstanding at June 30, 2022 and December 31, 2021; aggregate liquidation preference of zero and $163.8 million at June 30, 2022 and December 31, 2021, respectively | 0 | 171,833,000 |
Stockholders’ equity (deficit): | ||
Preferred stock, $0.0001 par value; 10,000,000 and zero shares authorized at June 30, 2022 and December 31, 2021; zero and zero shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively | 0 | 0 |
Common stock, $0.0001 par value; 500,000,000 and 27,006,600 shares authorized at June 30, 2022 and December 31, 2021; 43,368,270 and 2,972,409 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively | 4,000 | 0 |
Additional paid-in capital | 292,698,000 | 3,619,000 |
Accumulated deficit | (138,436,000) | (115,076,000) |
Total stockholders’ equity (deficit) | 154,266,000 | (111,457,000) |
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit) | $ 202,362,000 | $ 96,702,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Redeemable convertible preferred stock, par or stated value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred stock, shares authorized (in shares) | 0 | 19,517,990 |
Redeemable convertible preferred stock, shares issued (in shares) | 0 | 19,517,988 |
Redeemable convertible preferred stock, shares outstanding (in shares) | 0 | 19,517,988 |
Redeemable convertible preferred stock, liquidation preference | $ 0 | $ 163,834,000 |
Preferred stock, par value per share (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par or stated value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 500,000,000 | 27,006,600 |
Common stock, shares issued (in shares) | 43,368,270 | 2,972,409 |
Common stock, shares outstanding (in shares) | 43,368,270 | 2,972,409 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenue | ||||
Contract revenue | $ 1,108 | $ 778 | $ 1,962 | $ 822 |
Grant income | 250 | 15 | 500 | 43 |
Total revenue | 1,358 | 793 | 2,462 | 865 |
Operating expenses | ||||
Research and development | 9,247 | 5,235 | 16,849 | 10,138 |
General and administrative | 13,882 | 4,554 | 19,141 | 8,865 |
Total operating expenses | 23,129 | 9,789 | 35,990 | 19,003 |
Loss from operations | (21,771) | (8,996) | (33,528) | (18,138) |
Other income (expense) | ||||
Interest income, net | 27 | 2 | 31 | 2 |
Change in fair value of contingent earnout liability | 8,878 | 0 | 8,878 | 0 |
Gain on extinguishment of convertible notes | 1,289 | 0 | 1,289 | 0 |
Change in preferred stock tranche liability | 0 | (2,918) | 0 | (14,742) |
Other income (expense) | 25 | (95) | (30) | (131) |
Total other income (expense), net | 10,219 | (3,011) | 10,168 | (14,871) |
Net loss | (11,552) | (12,007) | (23,360) | (33,009) |
Comprehensive loss | $ (11,552) | $ (12,007) | $ (23,360) | $ (33,009) |
Net loss per share, diluted (in dollars per share) | $ (0.86) | $ (4.13) | $ (2.80) | $ (11.45) |
Net loss per share, basic (in dollars per share) | $ (0.86) | $ (4.13) | $ (2.80) | $ (11.45) |
Weighted-average shares outstanding, diluted (in shares) | 13,446,622 | 2,909,105 | 8,336,451 | 2,883,582 |
Weighted-average shares outstanding, basic (in shares) | 13,446,622 | 2,909,105 | 8,336,451 | 2,883,582 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) - USD ($) | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2020 | 11,536,136 | |||
Beginning balance at Dec. 31, 2020 | $ 89,662,000 | |||
Temporary Equity [Abstract] | ||||
Issuance of Series B redeemable convertible preferred stock, net of preferred stock tranche liability issuance costs (in shares) | 277,977 | |||
Issuance of Series B redeemable convertible preferred stock, net of preferred stock tranche liability issuance costs | $ 2,294,000 | |||
Ending balance (in shares) at Mar. 31, 2021 | 11,814,113 | |||
Ending balance at Mar. 31, 2021 | $ 91,956,000 | |||
Beginning balance (in shares) at Dec. 31, 2020 | 2,838,376 | |||
Beginning balance at Dec. 31, 2020 | (58,713,000) | $ 0 | $ 1,044,000 | $ (59,757,000) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock (in shares) | 563,460 | |||
Issuance of common stock | 1,432,000 | 1,432,000 | ||
Early exercise of common stock options (in shares) | (512,670) | |||
Early exercise of common stock options | (1,329,000) | (1,329,000) | ||
Stock-based compensation | 372,000 | 372,000 | ||
Net income (loss) | (21,002,000) | (21,002,000) | ||
Ending balance at Mar. 31, 2021 | $ (79,240,000) | $ 0 | 1,519,000 | (80,759,000) |
Ending balance (in shares) at Mar. 31, 2021 | 2,889,166 | |||
Beginning balance (in shares) at Dec. 31, 2020 | 11,536,136 | |||
Beginning balance at Dec. 31, 2020 | $ 89,662,000 | |||
Ending balance (in shares) at Jun. 30, 2021 | 19,517,988 | |||
Ending balance at Jun. 30, 2021 | $ 171,833,000 | |||
Beginning balance (in shares) at Dec. 31, 2020 | 2,838,376 | |||
Beginning balance at Dec. 31, 2020 | (58,713,000) | $ 0 | 1,044,000 | (59,757,000) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income (loss) | (33,009,000) | |||
Ending balance at Jun. 30, 2021 | $ (90,636,000) | $ 0 | 2,130,000 | (92,766,000) |
Ending balance (in shares) at Jun. 30, 2021 | 2,915,156 | |||
Beginning balance (in shares) at Mar. 31, 2021 | 11,814,113 | |||
Beginning balance at Mar. 31, 2021 | $ 91,956,000 | |||
Temporary Equity [Abstract] | ||||
Issuance of Series B redeemable convertible preferred stock, net of preferred stock tranche liability issuance costs (in shares) | 7,703,875 | |||
Issuance of Series B redeemable convertible preferred stock, net of preferred stock tranche liability issuance costs | $ 79,877,000 | |||
Ending balance (in shares) at Jun. 30, 2021 | 19,517,988 | |||
Ending balance at Jun. 30, 2021 | $ 171,833,000 | |||
Beginning balance (in shares) at Mar. 31, 2021 | 2,889,166 | |||
Beginning balance at Mar. 31, 2021 | (79,240,000) | $ 0 | 1,519,000 | (80,759,000) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock (in shares) | 12,891 | |||
Issuance of common stock | 21,000 | 21,000 | ||
Vesting of early exercise of common stock options (in shares) | 13,099 | |||
Vesting of early exercise of common stock options | 28,000 | 28,000 | ||
Stock-based compensation | 562,000 | 562,000 | ||
Net income (loss) | (12,007,000) | (12,007,000) | ||
Ending balance at Jun. 30, 2021 | $ (90,636,000) | $ 0 | 2,130,000 | (92,766,000) |
Ending balance (in shares) at Jun. 30, 2021 | 2,915,156 | |||
Beginning balance (in shares) at Dec. 31, 2021 | 19,517,988 | |||
Beginning balance at Dec. 31, 2021 | $ 171,833,000 | |||
Ending balance (in shares) at Mar. 31, 2022 | 19,517,988 | |||
Ending balance at Mar. 31, 2022 | $ 171,833,000 | |||
Beginning balance (in shares) at Dec. 31, 2021 | 2,972,409 | 2,972,409 | ||
Beginning balance at Dec. 31, 2021 | $ (111,457,000) | $ 0 | 3,619,000 | (115,076,000) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock (in shares) | 172,606 | |||
Issuance of common stock | 422,000 | 422,000 | ||
Vesting of early exercise of common stock options (in shares) | 143,524 | |||
Vesting of early exercise of common stock options | 375,000 | 375,000 | ||
Stock-based compensation | 661,000 | 661,000 | ||
Net income (loss) | (11,808,000) | (11,808,000) | ||
Ending balance at Mar. 31, 2022 | $ (121,807,000) | $ 0 | 5,077,000 | (126,884,000) |
Ending balance (in shares) at Mar. 31, 2022 | 3,288,539 | |||
Beginning balance (in shares) at Dec. 31, 2021 | 19,517,988 | |||
Beginning balance at Dec. 31, 2021 | $ 171,833,000 | |||
Ending balance (in shares) at Jun. 30, 2022 | 0 | |||
Ending balance at Jun. 30, 2022 | $ 0 | |||
Beginning balance (in shares) at Dec. 31, 2021 | 2,972,409 | 2,972,409 | ||
Beginning balance at Dec. 31, 2021 | $ (111,457,000) | $ 0 | 3,619,000 | (115,076,000) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Exercise of options of common stock (in shares) | 199,807 | |||
Net income (loss) | $ (23,360,000) | |||
Ending balance at Jun. 30, 2022 | $ 154,266,000 | $ 4,000 | 292,698,000 | (138,436,000) |
Ending balance (in shares) at Jun. 30, 2022 | 43,368,270 | 43,368,270 | ||
Beginning balance (in shares) at Mar. 31, 2022 | 19,517,988 | |||
Beginning balance at Mar. 31, 2022 | $ 171,833,000 | |||
Temporary Equity [Abstract] | ||||
Conversion of redeemable convertible preferred stock into common stock in connection with the Reverse Recapitalization (in shares) | (19,517,988) | |||
Conversion of redeemable convertible preferred stock into common stock in connection with the Reverse Recapitalization, net of transaction costs | $ (171,833,000) | |||
Ending balance (in shares) at Jun. 30, 2022 | 0 | |||
Ending balance at Jun. 30, 2022 | $ 0 | |||
Beginning balance (in shares) at Mar. 31, 2022 | 3,288,539 | |||
Beginning balance at Mar. 31, 2022 | (121,807,000) | $ 0 | 5,077,000 | (126,884,000) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Conversion of redeemable convertible preferred stock into common stock in connection with the Reverse Recapitalization, net of transaction costs (in shares) | 19,517,988 | |||
Conversion of redeemable convertible preferred stock into common stock in connection with the Reverse Recapitalization, net of transaction costs | 171,835,000 | $ 2,000 | 171,833,000 | |
Issuance of common stock (in shares) | 19,975,963 | |||
Issuance of common stock | 112,182,000 | $ 2,000 | 112,180,000 | |
Contingent earnout liability recognized upon closing of the Reverse Recapitalization | (9,688,000) | (9,688,000) | ||
Cancellation and exchange of convertible note in connection with Reverse Capitalization (in shares) | 517,500 | |||
Cancellation and exchange of convertible note in connection with Reverse Capitalization | 5,184,000 | 5,184,000 | ||
Vesting of early exercise of common stock options (in shares) | 41,047 | |||
Vesting of early exercise of common stock options | 102,000 | 102,000 | ||
Gain recognized on fair value of embedded derivative after cancellation and exchange of convertible note | (1,289,000) | (1,289,000) | ||
Stock-based compensation | 9,225,000 | 9,225,000 | ||
Exercise of options of common stock (in shares) | 27,233 | |||
Exercise of options of common stock | 74,000 | 74,000 | ||
Net income (loss) | (11,552,000) | (11,552,000) | ||
Ending balance at Jun. 30, 2022 | $ 154,266,000 | $ 4,000 | $ 292,698,000 | $ (138,436,000) |
Ending balance (in shares) at Jun. 30, 2022 | 43,368,270 | 43,368,270 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities | ||||
Net loss | $ (11,552) | $ (12,007) | $ (23,360) | $ (33,009) |
Adjustments to reconcile net loss to net cash from operating activities: | ||||
Depreciation | 300 | 200 | 512 | 347 |
Amortization of operating lease right-of-use assets | 1,433 | 757 | ||
Gain on extinguishment of convertible notes | (1,289) | 0 | (1,289) | 0 |
Change in fair value of contingent earnout liability | (8,878) | 0 | (8,878) | 0 |
Change in preferred stock tranche liability | 0 | 2,918 | 0 | 14,742 |
Stock-based compensation expense | 9,886 | 934 | ||
Loss on write-off of fixed assets | 13 | 0 | ||
Other non-cash charges | 8 | 0 | ||
Changes in assets and liabilities: | ||||
Accounts receivable | (90) | (345) | ||
Prepaid expenses and other assets | (1,372) | (779) | ||
Accounts payable | 234 | 910 | ||
Accrued expenses and other current liabilities | 203 | 649 | ||
Deferred revenue | (999) | 2,663 | ||
Operating lease liabilities | 7,945 | (728) | ||
Net cash from operating activities | (15,754) | (13,859) | ||
Cash flows from investing activities | ||||
Purchases of property and equipment | (18,640) | (626) | ||
Net cash from investing activities | (18,640) | (626) | ||
Cash flows from financing activities | ||||
Proceeds from Merger and related Pipe financing, net of transaction costs | 112,464 | 0 | ||
Proceeds from issuance of common stock upon exercise of stock options | 521 | 1,453 | ||
Proceeds from issuance of convertible notes | 5,175 | 0 | ||
Proceeds from issuance of Series B redeemable convertible preferred stock, net of issuance costs | 0 | 66,952 | ||
Payment of deferred offering costs | 0 | (480) | ||
Net cash from financing activities | 118,160 | 67,925 | ||
Net change in cash and cash equivalents | 83,766 | 53,440 | ||
Cash, cash equivalents, and restricted cash, beginning of the year | 59,291 | 31,034 | ||
Cash, cash equivalents, and restricted cash, end of the year | 143,057 | 84,474 | 143,057 | 84,474 |
Reconciliation of cash, cash equivalents and restricted cash | ||||
Cash and cash equivalents | 139,800 | 82,942 | 139,800 | 82,942 |
Restricted Cash | 3,257 | 1,532 | 3,257 | 1,532 |
Total cash, cash equivalents and restricted cash | $ 143,057 | $ 84,474 | 143,057 | 84,474 |
Supplemental disclosures of noncash financing and investing items | ||||
Purchase of property and equipment in accounts payable and accrued expenses | 9,371 | 427 | ||
Recognition of Series B preferred stock tranche liability | 0 | 33 | ||
Extinguishment of Series B preferred stock tranche liability | 0 | 15,210 | ||
Merger and related PIPE financing costs included in accounts payable and accrued expenses | 263 | 0 | ||
Deferred transaction costs related to pending business combination in accounts payable and accrued expenses | $ 0 | $ 1,161 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) (Parenthetical) $ in Thousands | 3 Months Ended |
Mar. 31, 2021 USD ($) | |
Issuance costs | $ 6 |
Organization and Description of
Organization and Description of Business | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business Senti Biosciences, Inc. and its subsidiaries, (the “Company” or “Senti”), is a biotechnology company that was founded to create a new generation of smarter medicines that outmaneuver complex diseases using novel and unprecedented approaches. Senti Bio has built a synthetic biology platform that enables it to program next-generation cell and gene therapies with what we refer to as “gene circuits.” These gene circuits, which are created from novel and proprietary combinations of DNA sequences, reprogram cells with biological logic to sense inputs, compute decisions and respond to their cellular environments. The Company is headquartered in South San Francisco, California. On June 8, 2022 (the “Closing Date”), Dynamics Special Purpose Acquisition Corp. (“Dynamics”or “DYNS”) consummated a merger pursuant to which Explore Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and wholly owned subsidiary of Dynamics, merged with and into Senti Sub I, Inc. (formerly named Senti Biosciences, Inc. (“Legacy Senti”), with Legacy Senti surviving as a wholly-owned subsidiary of Dynamics (such transactions, the “Merger,” and, collectively with the other transactions described in the merger agreement (as defined below, the “Reverse Recapitalization”). As a result of the Merger, Dynamics was renamed Senti Biosciences, Inc. Refer to Note 3, Reverse Recapitalization, for further details of the Merger. Liquidity and Going Concern The Company has devoted substantially all of its efforts to organizing and staffing, business planning, raising capital, and conducting preclinical studies and has not realized substantial revenues from its planned principal operations. To date, the Company has financed its operations primarily through a Reverse Recapitalization, the sale of equity securities and convertible debt and, to a lesser extent, through collaboration agreements and governmental grants. At June 30, 2022 and December 31, 2021, the Company had an accumulated deficit of 138.4 million and 115.1 million, respectively. The Company’s net losses were $23.4 million and $33.0 million for the six months ended June 30, 2022 and 2021, respectively. Substantially all of the Company’s net losses resulted from costs incurred in connection with the Company’s research and development programs and from general and administrative costs associated with the Company’s operations. The Company expects to incur substantial operating losses and negative cash flows from operations for the foreseeable future as the Company advances its preclinical activities and clinical trials for its product candidates in development . As of June 30, 2022, the Company had cash, cash equivalents and restricted cash of $143.1 million. Based on the cash and cash equivalents on hand, the Company believes its combined cash and cash equivalents will be sufficient to fund operations, including clinical trial expenses and capital expenditure requirements, for at least 12 months from the issuance date of these interim financial statements. The Company’s continued existence is dependent upon management’s ability to develop profitable op erations. Management is devoting substantially all of its efforts to developing its business and raising capital and there can be no assurance that the Company’s efforts will be successful. No assurance can be given that management’s actions will result in profitable operations or the meeting of ongoing liquidity needs. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and as amended by Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). The condensed consolidated financial statements include the accounts of Senti Biosciences, Inc., and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. We have one business activity and operate in one reportable segment. Unless otherwise noted, the Company has retroactively adjusted all common and preferred share and related price information to give effect to the exchange ratio established in the Merger Agreement. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the valuation of stock-based awards, the accrual for research and development expenses, the valuation of contingent earnout, the valuation of convertible notes, the valuation of common and redeemable convertible preferred stock, the valuation of preferred stock tranche liability, standalone selling price (“SSP”) and the determination of the incremental borrowing rate. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could differ from those estimates. Unaudited Interim Condensed Consolidated Financial Statements The accompanying interim condensed consolidated financial statements and the related footnote disclosures are unaudited. These unaudited interim financial statements have been prepared on the same basis as the audited financial statements, and in management’s opinion, include all adjustments, consisting of only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of June 30, 2022 and its results of operations for the three and six months ended June 30, 2022 and 2021, and cash flows for the six months ended June 30, 2022 and 2021. The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ended December 31, 2022 or any other period. The December 31, 2021 year-end condensed consolidated balance sheet was derived from audited annual financial statements but does not include all disclosures from the annual financial statements. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2021 and the related notes included in the Company’s Registration Statement on Form S-1, filed with the SEC on June 28, 2022, and amended on July 29, 2022, which provides a more complete discussion of the Company’s accounting policies and certain other information. There have been no material changes to the Company’s significant accounting policies as of and for the three and six months ended June 30, 2022, as compared to the significant accounting policies described in the Company’s audited annual consolidated financial statements as of and for the year ended December 31, 2021, except as discussed below. Contingent Earnout Equity In connection with the Reverse Recapitalization and pursuant to the Merger dated as of June 8, 2022 by and among the Merger Sub and Legacy Senti, former holder of the Legacy Senti common stock and Legacy Senti preferred stock are entitled to receive as additional consideration of up to 2,000,000 shares of the Company’s Common Stock (the “Contingent Earnout Shares”), comprised of two separate tranches of 1,000,000 shares per tranche, for no consideration upon the achievement of certain share price milestones within a period of two Derivatives and Hedging , as certain terms of the contingent earnout shares were not indexed to the common stock, equity treatment is precluded and liability classification is required at the Reverse Recapitalization date and subsequently remeasured at each reporting date with changes in fair value recorded as a component of other (expense) income, net in the condensed consolidated statements of operations and comprehensive loss. A portion of the earnout shares were granted to holders of Legacy Senti common stock that are subject to repurchase so was accounted for as stock-based compensation and as of the date of the Merger and expensed as there was no remaining service period. The estimated fair value of the Contingent Earnout Shares was determined using a Monte Carlo simulation using a distribution of potential outcomes on a monthly basis over a three-year period prioritizing the most reliable information available. The assumptions utilized in the calculation were based on the achievement of certain stock price milestones, including the current Company common stock price, expected volatility, risk-free rate, expected term and expected dividend yield. |
Reverse Recapitalization
Reverse Recapitalization | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Reverse Recapitalization | Reverse Recapitalization On June 8, 2022, Merger Sub, a wholly-owned subsidiary of Dynamics, merged with Legacy Senti, with Legacy Senti surviving as a wholly-owned subsidiary of Dynamics. At the effective time of the Merger: • each outstanding share of Legacy Senti common stock was converted into approximately 0.1957 shares of the Company’s common stock; • each outstanding share of preferred stock of Legacy Senti was cancelled and converted into the aggregate number of shares of the Company’s common stock that would be issued upon conversion of the shares of Legacy Senti preferred stock based on the applicable conversion ratio immediately prior to the effective time, multiplied by approximately 0.1957; • each outstanding option to purchase Legacy Senti’s common stock was converted into an option to purchase a number of shares of the Company’s common stock equal to the number of shares of Legacy Senti common stock subject to such option multiplied by approximately 0.1957, rounded down to the nearest whole share, at an exercise price per share equal to the current exercise price per share for such option divided by approximately 0.1957, rounded up to the nearest whole cent; and • all shares of Dynamics Class A common stock were redesignated as common stock, par value $0.0001 per share, of the Company. Former holders of the Legacy Senti common stock and preferred stock are eligible to receive up to an aggregate of 2.0 million additional shares of the Company’s common stock in the aggregate in two equal tranches of 1.0 million shares if the volume-weighted average closing sale price of the common stock is greater than or equal to $15.00 and $20.00, respectively, for any 20 trading days within any 30 consecutive trading day period. The first and second tranche term is two Stockholders’ Equity (Deficit) , for further details of the contingent earnout liability. In association with the Merger, Dynamics entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”). Pursuant to the Subscription Agreements, the PIPE Investors purchased an aggregate of 5,060,000 shares of the Company’s common stock (the “PIPE Shares”) in a private placement at a price of $10.00 per share for an aggregate purchase price of $50.6 million (the “PIPE Financing”). The PIPE Financing was consummated in connection with the Merger. Concurrently with the closing of the Merger, the unsecured convertible promissory note (the “May 2022 Note”) in the principal amount of $5.2 million that was previously issued by Legacy Senti to Bayer Healthcare LLC (“Bayer”) on May 19, 2022 was automatically cancelled and exchanged for 517,500 shares of Class A Common Stock (the “Note Exchange”) at a price of $10.00 per share. The shares of Class A Common Stock issued in the Note Exchange are entitled to the same registration rights granted to the PIPE Investors with respect to the PIPE Shares. Refer to Note 7, Convertible Note , for further details of the convertible note. The number of shares of the Company’s common stock outstanding immediately following the consummation of the Merger was: Shares Owned by Dynamics’ stockholders 14,915,963 Issued to PIPE Investors 5,060,000 Issued to Bayer in connection with convertible note cancellation and exchange 517,500 Issued to Legacy Senti stockholders 23,163,614 (1) Early exercised shares subject to repurchase (288,807) Total shares of common stock immediately after Merger 43,368,270 ________________ (1) Includes 19,517,988 shares of common stock issued upon conversion of Legacy Senti’s redeemable convertible preferred stock. The Merger is accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Dynamics is treated as the acquired company for financial reporting purposes and Legacy Senti is treated as the acquiror. This determination is primarily based on the fact that subsequent to the Merger, the Legacy Senti stockholders hold a majority of the voting rights of the combined company, Legacy Senti comprises all of the ongoing operations of the combined company, Legacy Senti comprises a majority of the carryover governing body of the combined company, and Legacy Senti’s senior management comprises all of the senior management of the combined company. Accordingly, for accounting purposes, the Merger was treated as the equivalent of Legacy Senti issuing shares for the net assets of Dynamics, accompanied by a recapitalization. The net assets of Dynamics were stated at historical costs. No goodwill or other intangible assets were recorded. Operations prior to the Merger are those of Legacy Senti. In connection with the Merger, the Company received $140.7 million in proceeds from the Merger and related PIPE Financing, including the Bayer convertible note cancellation and exchange. The Company incurred $23.3 million of transaction costs, consisting of banking, legal, and other professional fees, which was recorded as a reduction of proceeds to additional paid-in capital. In addition, there were $0.3 million of unpaid transaction costs included in accounts payable and accrued expenses as of June 30, 2022. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following tables summarize the estimated value of cash equivalents and restricted cash (in thousands): June 30, 2022 Amortized Cost Unrealized Gain Unrealized Loss Estimated Fair Value Cash equivalents: Money market fund $ 139,800 $ — $ — $ 139,800 Restricted cash: Money market fund 3,257 — — 3,257 Total $ 143,057 $ — $ — $ 143,057 December 31, 2021 Amortized Cost Unrealized Gain Unrealized Loss Estimated Fair Value Cash equivalents: Money market fund $ 56,034 $ — $ — $ 56,034 Restricted cash: Money market fund 3,257 — — 3,257 Total $ 59,291 $ — $ — $ 59,291 Financial assets and liabilities measured and recognized at fair value are as follows (in thousands): June 30, 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market fund $ 139,800 $ — $ — $ 139,800 Restricted cash: Money market fund 3,257 — — 3,257 Total Assets $ 143,057 $ — $ — $ 143,057 Liabilities: Contingent earnout liability $ — $ — $ 810 $ 810 Total Liabilities $ — $ — $ 810 $ 810 December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market fund $ 56,034 $ — $ — $ 56,034 Restricted cash: Money market fund 3,257 — — 3,257 Total Assets $ 59,291 $ — $ — $ 59,291 No securities have contractual maturities of longer than one year. There were no transfers between Levels 1, 2, or 3 for any of the periods presented. The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments (in thousands): Contingent Earnout Liability Fair value as of December 31, 2021 $ — Contingent earnout liability recognized upon the closing of the reverse recapitalization (9,688) Change in fair value included in other income (expense) 8,878 Fair value as of June 30, 2022 $ (810) The fair value of the Contingent Earnout Liability is based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy. Preferred Stock Tranche Liability The subsequent fair values of the preferred stock tranche liability recognized in connection with the issuance of Series B redeemable convertible preferred stock financing were determined with the assistance of a third-party valuation specialist using significant inputs not observable in the market which constitute Level 3 measurements within the fair value hierarchy. The following reflects the significant quantitative inputs used in the valuation of the preferred stock tranche liability as of December 31, 2020 using a Monte Carlo valuation model and/or Black-Scholes option pricing model: December 31, 2020 Tranche Features 2 and 3 Call Option Tranche 2 and 3 Forward Contracts Estimated fair value of Series B redeemable convertible preferred stock (1) $1.62 $1.62 Discount rate 0.11% 0.11% Time to liquidity (years) 0.5 0.5 Expected volatility 73.8% N/A Probability of call option and forward contract 10% 90% Strike Price $1.6427 $1.6427 Value of each tranche feature $0.326 $(0.023) _______________ (1) Fair value of the Series B redeemable convertible preferred stock was estimated using the Backsolve method. The weighted-average fair value of the tranche features on a per share basis was $0.012 as of December 31, 2020 for a preferred stock tranche liability of $0.4 million as of December 31, 2020. In January 2021, the Company issued additional Series B redeemable convertible preferred stock and recorded an addition to the tranche liability of $33 thousand in recognition of the obligation to sell additional shares at a fixed price in the event that certain agreed-upon milestones are achieved or at the election of investors. The following reflects the significant quantitative inputs used in the valuation of the preferred stock tranche liability as of March 31, 2021 using a Black-Scholes pricing model and a scenario analysis: March 31, 2021 Tranche 2 Tranche 3 (Public) Tranche 3 (Staying Private) Forward Call No Value Call Forward No Value Estimated fair value of Series B redeemable convertible preferred stock (1) $2.0796 $2.3386 N/A $1.3023 $1.3023 N/A Discount rate 0.03% 0.05% N/A 0.06% 0.06% N/A Time to liquidity (years) 0.08 0.5 N/A 0.75 0.75 N/A Probability of call option and forward contract 100.0% 25.0% 75.0% 45.0% 5.0% 50.0% Strike price $1.6427 $1.6427 N/A $1.6427 $1.6427 N/A Expected volatility N/A 80.00% N/A 80.00% N/A N/A Value of each tranche feature $0.437 $0.873 $— $0.251 $(0.340) $— Total value of tranche feature (in millions) $8.6 $4.3 $1.9 _______________ (1) Fair value of the Series B redeemable convertible preferred stock for Tranche 3 was estimated using guideline IPO transactions for the public scenario and the Black-Scholes based option pricing model for the staying-private scenario, and for Tranche 2 was based on a weighting of the public and staying-private scenarios used for Tranche 3. The total value of Tranche 2 was determined as a forward contract for a total of $8.6 million. The value of Tranche 3 was determined using public company and staying-private scenarios for a total value of $4.3 million and $1.9 million, respectively. The Company applied a 75% weighting to the public scenario and a 25% weighting to the staying-private scenario, resulting in a value of Tranche 3 rights of $3.7 million. The weighted average fair value of the tranche feature on a per share basis was $0.312 as of March 31, 2021 for a total preferred stock tranche liability of $12.3 million resulting in a change in fair value of the preferred stock tranche liability of $11.8 million for the three months ended March 31, 2021. In April 2021, the Company’s Board of Directors determined that certain technical milestones within the Series B agreements had been achieved and approved the notice to call tranches 2 and 3, subject to requisite stockholders’ written election and related waivers. The second and third closings occurred on May 14, 2021 and all shares of the Series B redeemable convertible preferred stock were acquired thereby extinguishing the preferred stock tranche liability. The value of the tranche rights acquired on May 14, 2021 was determined using the current value method as both tranches were called by the Company on the valuation date. The following reflects the significant quantitative inputs used in the valuation of the preferred stock tranche liability as of May 14, 2021 using a weighted comparable guideline IPO (high and low) and special purpose acquisition company (“SPAC”) transactions for the public scenario and the Black-Scholes pricing model for the staying private scenario: May 14, 2021 Tranches 2 and 3 Public Scenario Staying Private Scenario Call Call Estimated fair value of Series B redeemable convertible preferred stock $2.18 $1.58 Scenario weighting 75.0% 25.0% Value of each tranche feature $1.637 $0.395 Weighted-average value of Series B redeemable convertible preferred stock $2.032 The difference between the weighted-average value of Series B redeemable convertible preferred stock of $2.032 and the strike price of $1.6427 is the $0.3893 weighted-average fair value of the tranche feature on a per share basis as of May 14, 2021 for a total fair value of $15.2 million resulting in a change in fair value of the preferred stock tranche liability of $2.9 million for the three months ended June 30, 2021. The following table provides a roll-forward of the change in the preferred stock tranche liability (in thousands): Preferred Stock Tranche Liability Balance as of December 31, 2020 435 Recognition of tranche rights from January 2021 issuance 33 Change in fair value 14,742 Tranche liability extinguishment (15,210) Balance as of December 31, 2021 $ — |
Other Financial Statement infor
Other Financial Statement information | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Other Financial Statement information | Other Financial Statement information Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): June 30, December 31, 2022 2021 Prepaid expenses (including prepaid rent) 2,535 798 Deposits 983 1,157 Reverse Recapitalization deferred offering costs — 1,446 Other 28 275 Total prepaid expenses and other current assets $ 3,546 $ 3,676 Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): June 30, December 31, 2022 2021 Lab equipment $ 6,395 $ 4,988 Leasehold improvements 1,830 431 Computer equipment and software 342 262 Furniture and fixtures 294 294 Construction in progress 28,762 8,048 Property and equipment at cost 37,623 14,023 Less: accumulated depreciation (2,118) (1,655) Property and equipment, net $ 35,505 $ 12,368 Depreciation totaled $0.5 million and $0.3 million for the six months ended June 30, 2022 and 2021, respectively and $0.3 million and $0.2 million for the three months ended June 30, 2022 and 2021, respectively. Accrued Expenses and Other Liabilities Accrued expenses and other liabilities consisted of the following (in thousands): June 30, December 31, 2022 2021 Accrued professional and service fees $ 7,234 $ 2,555 Accrued employee-related expenses 1,799 2,665 Other accrued expenses 23 111 Total accrued expenses and other current liabilities $ 9,056 $ 5,331 |
Operating Leases
Operating Leases | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Operating Leases | Operating LeasesThe Company’s operating leases are primarily for its corporate headquarters located in South San Francisco, California and for additional office and laboratory space located in Alameda, California (“Alameda lease”) that commenced on July 30, 2021. The corporate headquarters lease has an initial term of eight years expiring in 2027, with an option to renew for an additional eight years unless canceled by either party thereafter. The Alameda lease has an initial term of eleven years expiring in 2032, with an option to renew the lease for up to two additional terms of five years. The exercise of these renewal options is not recognized as part of the ROU assets and lease liabilities, as the Company did not conclude, at the commencement date of the leases, that the exercise of renewal options or termination options was reasonably certain. The Alameda lease provides for a tenant improvement allowance of up to $17.5 million for the costs relating to the design, permitting and construction of the improvements, to be disbursed by the landlord no later than December 31, 2023. The Company was deemed to be the accounting owner of the tenant improvements primarily because the Company is the principal in the construction and design of the assets, is responsible for costs overruns and retains substantially all economic benefits from the leasehold improvements over their economic lives . Accordingly, the tenant improvement allowance is considered an incentive and was deducted from the initial measurement of the ROU asset and lease liability. The Company estimated the timing of tenant improvement reimbursements at the lease commencement date and upon receipt of the cash incentives, the Company recognized the cash received as an increase in the lease liability. A summary of total lease costs and other information for the period relating to the Company’s operating leases is as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Operating lease cost $ 1,325 $ 679 $ 2,650 $ 1,359 Short-term lease cost 27 — 30 — Variable lease cost 182 161 353 404 Total lease cost $ 1,534 $ 840 $ 3,033 $ 1,763 Six Months Ended June 30, 2022 2021 Other information: Operating cash flows net inflows and (outflows) from operating lease $ 6,740 $ (1,320) Remeasurement of ROU and lease liabilities due to changes in the timing of receipt of lease incentives 199 — Weighted-average remaining lease term 8.2 years 5.8 years Weighted-average discount rate 9.1 % 8.9 % As of June 30, 2022, the Company had received $8.1 million of the $17.5 million tenant improvements allowance. As of June 30, 2022 and 2021, amounts disclosed for ROU assets obtained in exchange for lease obligations include amounts added to the carrying amount of ROU assets resulting from lease modifications and reassessments. Maturities of the Company’s lease liabilities as of June 30, 2022, were as follows (in thousands): 2022, for the remainder of the year $ 1,394 2023 6,272 2024 7,265 2025 7,489 2026 7,723 Thereafter 30,230 Total undiscounted lease payments 60,373 Less imputed interest (20,137) Tenant improvement reimbursements (9,361) Total lease liabilities $ 30,875 |
Convertible Note
Convertible Note | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Note | Convertible Note On May 19, 2022, in connection with the Merger, Legacy Senti issued $5.2 million in unsecured convertible promissory notes for the purchase price of $5.2 million. The May 2022 Note was due May 2024 and interest accrued at an annual rate of 3.0%. The May 2022 Note was cancellable and exchangeable or convertible under any of the following circumstances: • Automatic conversion upon the closing of the Business Combination Agreement with Dynamics. The outstanding principal under this note shall be cancelled and exchanged automatically into that number of shares of Dynamics common stock as is equal to (a) the entire principal amount under this note divided by (b) $10.00. Upon conversion of this note, any and all accrued interest under this note shall immediately and automatically be cancelled and forgiven. The shares issued upon conversion of this note shall have the same rights and entitlements as the shares issued in connection with the PIPE by Dynamics. • Automatic conversion upon closing of a qualified Initial Public Offering (“IPO”). The note and any accrued unpaid interest shall be automatically converted into shares of the equity securities issued in the qualified IPO at a conversion price equal to the product of (a) 80%, and (b) the price per share of the Company’s common stock issued to the public in the qualified IPO. • Automatic conversion upon closing of non-qualified financing. The note and any accrued unpaid interest shall be automatically converted into shares of the Company’s equity securities issued in such non-qualified financing at a conversion price per share equal to the product of (a) 80%, and (b) the lowest per-share selling price of the equity securities issued to other investors in the non-qualified financing. • If the note has not been repaid or previously converted, on or after the maturity date, at the election of the holder, the outstanding balance shall either (a) be repaid in cash in an amount equal to the outstanding principal, or (b) be converted into that number of shares of Legacy Senti’s Series B Preferred Stock equal to the outstanding balance divided by the original issuance price of the Series B Preferred Stock. On June 8, 2022, concurrently with the closing of the Merger, the May 2022 Note was automatically cancelled and exchanged for 517,500 shares of Class A Common Stock at a price of $10.00 per share. In accordance with the accounting guidance for an extinguishment of convertible debt instruments with a conversion feature that is separately accounted for as a derivative, the Company determined that the cancellation and exchange should be accounted for as an extinguishment of the May 2022 Note and a gain on extinguishment of $1.3 million was recorded at the closing of the Merger and all accrued interest at the time of the Merger was reversed and recorded to additional paid in capital. |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity (Deficit) | Stockholders’ Equity (Deficit) Redeemable Convertible Preferred Stock The Company’s redeemable convertible preferred stock consisted of the following as of December 31, 2021 (in thousands, except per share amounts): December 31, 2021 Issue Price Shares Authorized Shares Issued and Outstanding Net Carrying Value Aggregate Liquidation Preference Series A $ 1.6427 6,888,563 6,888,563 $ 57,408 $ 57,822 Series B $ 1.6427 12,629,427 12,629,425 $ 114,425 $ 106,012 Total 19,517,990 19,517,988 $ 171,833 $ 163,834 In connection with the Merger, all previously issued and outstanding redeemable convertible preferred stock was converted into an equivalent number of shares of common stock of the Company on a one-to-one basis, then multiplied by the Exchange Ratio pursuant to the Merger Agreement. Refer to Note 3, Reverse Recapitalization, for further details of the Merger. Common Stock Holders of common stock are entitled to one vote per share, and to receive dividends and, upon liquidation or dissolution, are entitled to receive all assets available for distribution to stockholders. The holders have no preemptive or other subscription rights, and there are no redemption or sinking fund provisions with respect to such shares. Common stock is subordinate to the redeemable convertible preferred stock with respect to dividend rights and rights upon liquidation, winding up, and dissolution of the Company. Through June 30, 2022, no cash dividends have been declared or paid. At June 30, 2022 and December 31, 2021, the Company was authorized to issue 500,000,000 and 27,006,600 shares of common stock, respectively all at a par value of $0.0001 per share, and had reserved the following shares for future issuance: June 30, December 31, 2022 2021 Series A and B redeemable convertible preferred stock — 19,517,988 Unvested early exercised common stock 288,807 473,373 Stock options to purchase common stock 8,779,368 2,291,838 Common stock options available for future grant under stock option plan 2,492,735 717,617 Total 11,560,910 23,000,816 On June 8, 2022, upon the Closing, all of the outstanding redeemable convertible preferred stock was converted to Common Stock pursuant to the conversion rate effective immediately prior to the Merger and the Exchange Ratio and the remaining amount was reclassified to additional paid-in capital. Refer to Note 3, Reverse Recapitalization, for further details of the Merger. Preferred Stock In connection with the close of the Merger, the Company’s Amended and Restated Certificate of Incorporation provides the Company’s board of directors with the authority to issue $0.0001 par value preferred stock in one more series and to establish from time to time the number of shares to be included in each such series, by adopting a resolution and filing a certification of designations. Voting powers, designations, powers, preferences and relative, participating, optional, special and other rights shall be stated and expressed in such resolutions. There were 10,000,000 shares designated as preferred stock and none were outstanding as of June 30, 2022. Contingent Earnout Equity Following the Closing, former holders of Legacy Senti common stock and preferred stock may receive up to 2,000,000 additional shares of the Company’s common stock in the aggregate, in two equal tranches of 1,000,000 shares of common stock per tranche. The first and second tranches are issuable if the closing volume weighted average price (“VWAP”) per share of common stock quoted on the Nasdaq (or the exchange on which the shares of common stock are then listed) is greater or equal to $15.00 and $20.00, respectively over any twenty two The estimated fair value of the total Contingent Earnout Shares at the Closing on June 8, 2022, was $9.8 million based on a Monte Carlo simulation valuation model. Of this amount, $9.7 million was accounted for as a Contingent Earnout Liability because the triggering events that determine the number of Contingent Earnout Shares required to be issued include events that are not solely indexed to the common stock of the Company. The remaining balance of $0.1 million relates to holders of Legacy Senti common stock that are subject to repurchase were accounted for as stock-based compensation and recorded as an expense, as there was no remaining service period. The Contingent Earnout Liability was remeasured to fair value as of June 30, 2022, resulting in the recording of a non-cash gain of $8.9 million for the three and six months ended June 30, 2022, classified within change in fair value of contingent earnout liability in the condensed consolidated statements of operations and comprehensive loss. Assumptions used in the valuation are described below: June 08, 2022 June 30, 2022 Current stock price $ 7.51 $ 1.97 Expected share price volatility 81.0 % 85.0 % Risk-free interest rate 2.94 % 2.99 % Estimated dividend yield 0.0 % 0.0 % Expected term (years) 3.0 3.0 |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2022 | |
Revenue From and Not From Contracts [Abstract] | |
Revenue | Revenue The Company’s revenue consists of amounts received related to research services provided to customers. Contract Revenue In May 2019, the Company entered into a collaborative development agreement. The Company determined that the agreement contained three distinct promises; research and development, design services, and intellectual property, which will be accounted for as a single combined performance obligation of research and development services recognized over time. The development agreement included $0.3 million of fixed consideration allocated to a single performance obligation and an additional $0.3 million of variable consideration. At the inception of the development agreement, it was not probable that a significant reversal of revenue would not occur and therefore the variable consideration was fully constrained. Throughout the development agreement period, several parameters of the research and development services were changed, which increased the uncertainty of achieving the remaining performance obligations. Therefore, in December 2021, the contract asset of $0.3 million was reversed due to this increased uncertainty. In April 2021, the Company entered into a research collaboration and license agreement with Spark Therapeutics, Inc. (“Spark”). Under the agreement, the Company will be responsible for a research program, which includes designing, building and testing five cell type specific-synthetic promoters for use in developing certain gene therapies using the Company’s proprietary technology. The Company received an upfront payment from Spark of $3.0 million and Spark is obligated to reimburse the Company for costs and expenses incurred for the research program. The Company expects to complete the research program over a two-year period. The Company assessed this agreement in accordance with ASC 606, Revenue Recognition (“ASC 606”) and concluded that the contract counterparty, Spark, is a customer. The Company identified only one combined performance obligation in the agreement, which is to perform research services, the related joint research plan and committees for the five specified promoters. The Company determined that the research activities for each of the five promoters are not distinct given there is one single research plan that is performed by the same research team and research results for one promoter may provide insights for other promoters. Pursuant to the agreement, once the research program is completed and the Company delivers a data package to Spark, Spark has 24 months (the “evaluation period”) to determine whether Spark will exercise its options to obtain field-limited, royalty-bearing licenses to develop, manufacture and commercialize promoters corresponding to each of the five specified promoters being researched. For each licensed promoter option that is exercised, the Company is eligible to receive a license fee, potential research, development and commercial milestone payments and royalties on product sales. Spark may generally terminate the agreement upon 90 days prior written notice or 180 days prior written notice if the licensed promoter is in clinical trials or is being commercialized at the time of termination. The Company evaluated Spark’s optional rights to license, develop, manufacture and commercialize each of the promoter profiles to determine whether they provide Spark with any material rights to purchase the promoter licenses at an incremental discount. The Company’s proprietary technology used to develop the promoters is in the early stages of development, so technological feasibility and probability of developing a product is highly uncertain. As a result, determining the SSP for the optional rights is subject to significant judgment. Given the subjectivity associated with determining the SSP for the right to a future license related to unproven technology at contract inception, the Company also evaluated whether the contract consideration associated with the research services represents the SSP for those services. The Company determined the transaction price, inclusive of the upfront payment and reimbursement of costs and expenses incurred for the research program, is commensurate with SSP for the research being conducted given the specialized nature and reliance on proprietary technology. Based on the Company’s assessment of the optional consideration and the qualitative factors of feasibility and probability of development combined with the quantitative assessment that research services are priced at their SSP, the Company concluded that the license option does not provide Spark with an incremental discount and therefore does not constitute a material right. The transaction price associated with the research services in this agreement consists of the fixed upfront amount of $3.0 million and variable consideration. For both collaboration agreements, the Company will recognize the transaction price as research and development services are provided, using a cost-based input method to measure the progress toward completion of its performance obligation and to calculate the corresponding amount of revenue to recognize each period. The Company believes that the cost-based input method is the best measure of progress because other measurements would not reflect how the Company transfers the control related to the performance obligation to our customers. For the three months ended June 30, 2022 and 2021, the Company recorded revenue, which was previously included in deferred revenue at the beginning of each period, of $0.5 million and $0.3 million, respectively, and for the six months ended June 30, 2022 and 2021, the Company recorded revenue, which was previously included in the deferred revenue at the beginning of each period, of $1.0 million and $0.3 million, respectively. Contract asset balances related to unbilled revenue for our collaboration agreements were zero as of June 30, 2022 and 2021, and are presented within prepaid expenses and other current assets on the condensed consolidated balance sheets. Grant Income In 2021, the Small Business Innovation Research (“SBIR”) awarded the Company a grant in the amount of $2.0 million over two years subject to meeting certain terms and conditions. The purpose of the grant is to support the further development of SENTI-202 for acute myeloid leukemia towards clinical development. Grant income was recognized when qualified research and development costs were incurred and the Company obtained reasonable assurance that the terms and conditions of the grant were met. Entity-wide information During the three months ended June 30, 2022, Customers A and B accounted for 82% and 18%, respectively, of revenue. During the three months ended June 30, 2021, Customers A, B and C accounted for 86%, 2% and 12%, respectively, of revenue. During the six months ended June 30, 2022, Customers A and B accounted for 80% and 20%, respectively, of revenue. During the six months ended June 30, 2021, Customer A, B and C accounted for 79%, 5% and 16%, respectively, of revenue. All revenues were generated in the United States for the three and six months ended June 30, 2022 and 2021. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based CompensationOn June 8, 2022, upon the Merger, the Company adopted a 2022 Stock Incentive Plan (the “2022 Plan”) authorizing the grant of incentive stock options (“ISOs”), to employees, including employees of any parent or subsidiary, and for the grant of nonstatutory stock options (“NSOs”), stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of awards to employees, directors and consultants, including employees and consultants of the Company’s affiliates. As of June 30, 2022, the Company is authorized to issue up to 2,492,735, of shares of common stock under the 2022 Plan in which the exercise price of an ISO and NSO shall not be less than 100% of the fair market value of a common stock share on the date of grant. The exercise price of an ISO granted to a 10% stockholder shall not be less than 110% of the fair value of the common stock share on the date of grant. Stock options awarded under the Plan expire ten years after the grant date. On January 1 of each year commencing January 1, 2023, the 2022 Plan will automatically increase by 5% of the outstanding number of shares of common stock of the Company on December 31 or such lesser number of shares as approved by the Company’s board of directors. The 2022 Plan replaced the Legacy Senti 2016 Stock Incentive Plan (the “2016 Plan”). As of June 30, 2022 and December 31, 2021, Legacy Senti was authorized to issue up to 12,828,363 of shares of common stock under the 2016 Plan. Following the Merger, no additional stock awards will be granted under the 2016 Plan. All awards previously granted and outstanding as of the effective date of the Merger, were adjusted to reflect the impact of the Merger as described in Note 3, Reverse Recapitalization, but otherwise remain in effect pursuant to their original terms. The shares underlying any award granted under the 2016 Plan that are forfeited back to or repurchased or reacquired by the Company, will revert to and again become available for issuance under the 2022 Plan. The following table summarizes the Company’s stock option activity, excluding performance and market awards: Number of Options Weighted-Average Exercise Price Weighted-Average Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2021 2,291,838 $ 4.39 9.1 $ 11,304 Exercised (199,807) $ 2.49 — $ — Forfeited (424,485) $ 2.77 — $ — Outstanding at June 30, 2022 1,667,546 $ 5.02 8.5 $ 9 Vested and exercisable at June 30, 2022 421,763 $ 3.60 7.8 $ 9 Early Exercise of Stock Options into Restricted Stock For the six months ended June 30, 2022 and 2021, the Company issued zero and 512,670 shares of common stock upon exercise of unvested stock options, respectively. As of June 30, 2022 and December 31, 2021, 288,807 and 473,373 shares were held by employees subject to repurchase at an aggregate price of $0.8 million and $1.2 million, respectively. Performance Awards In connection with the Merger, on December 19, 2021, the Legacy Senti approved 8,400,892 performance awards to existing employees that vest contingent upon the satisfaction of both a four-year service condition and a performance condition tied to the consummation of the Merger. The awards and the associated recognition of stock-based compensation were contingent on the Merger being consummated. As of the approval date of the performance awards, Legacy Senti did not have sufficient common stock available for issuance. Upon the Merger, the Company increased number of shares authorized and 6,796,074 awards were granted on June 8, 2022. Refer to Note 8, Stockholders’ Equity (Deficit), for further details of the shares of common stock authorized. Number of Options Weighted-Average Exercise Price Weighted-Average Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2021 — $ — — $ — Granted 6,796,074 $ 9.92 — $ — Outstanding at June 30, 2022 6,796,074 $ 9.92 9.4 $ — Vested and exercisable at June 30, 2022 — $ — — $ — Market Awards In connection with the Business Combination Agreement with DYNS, on December 19, 2021, Legacy Senti approved 605,451 market awards to its co-founder and Chief Executive Officer, Dr. Timothy Lu that vest contingent upon the satisfaction of all three of the following conditions: a service condition, a performance condition tied to the consummation of the Merger, and market conditions. The market condition is achieved in four tranches, where 25% of the options will vest when the trading price of the Company’s stock is above various thresholds of price per share. The award and the associated recognition of stock-based compensation are contingent on the Merger being consummated. As of the approval date, the Legacy Senti did not have sufficient common stock available for issuance to allow for exercise of the stock options. Upon the Merger, the Company increased number of shares authorized and 315,748 awards were granted on June 8, 2022. Refer to Note 8, Stockholders’ Equity (Deficit), for further details of the shares of common stock authorized. Stock-Based Compensation Expense In determining the fair value of the stock-based awards, the Company uses the assumptions below for the Black-Scholes option pricing model, which are subjective and generally require significant judgment. Fair Value of Common Stock — The fair value of the shares of common stock has historically been determined by the Company’s board of directors as there was no public market for the common stock. The board of directors determined the fair value of the common stock by considering a number of objective and subjective factors, including: third-party valuations of the Company’s common stock, the valuation of comparable companies, the Company’s operating and financial performance, and general and industry-specific economic outlook, amongst other factors. As of the closing of the Merger and going forward, the fair value of common stock will be based on the publicly traded market value. Expected Term —The expected term represents the period that the Company’s stock options are expected to be outstanding and is determined using the simplified method (based on the mid-point between the vesting date and the end of the contractual term). Volatility —The expected volatility is based on the average historical volatility of comparable publicly-traded peer companies, over a period equal to the expected term of the stock option grants, as the Company was not publicly traded prior to the Merger and does not have a trading history for its common stock for a sufficient period of time subsequent to the Merger. Risk-free Rate —The risk-free rate assumption is based on the U.S. Treasury zero-coupon issues in effect at the time of grant for periods corresponding with the expected term of the option. Dividends —The Company has never paid dividends on its common stock and does not anticipate paying dividends on common stock. Therefore, the Company uses an expected dividend yield of zero. The assumptions used to determine the grant date fair value of non-market based, stock options granted were as follows, presented on a weighted-average basis: Six Months Ended June 30, 2022 2021 Expected term (in years) 5.8 6.0 Expected volatility 78 % 83 % Risk-free interest rate 3.0 % 0.7 % Dividend yield — — Total stock-based compensation expense was as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 General and administrative $ 7,863 $ 498 $ 8,322 $ 818 Research and development 1,362 64 1,564 116 Total stock-based compensation expense $ 9,225 $ 562 $ 9,886 $ 934 As of June 30, 2022, the total unrecognized stock-based compensation was approximately $32.1 million, expected to be recognized over a weighted-average period of 2.26 years. As of December 31, 2021, the total unrecognized stock-based compensation was approximately $9.2 million, expected to be recognized over a weighted-average period of 3.1 years. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure | Income Tax No provision for income taxes was recorded for the three and six months ended June 30, 2022 and 2021, respectively. Deferred tax assets generated from the Company’s net operating losses have been fully reserved, as the Company believes it is not more likely than not that the benefit will be realized due to the Company’s net operating losses generated to date. Effective January 1, 2022, under the Tax Cuts and Jobs Act, for tax purposes the Company is required to capitalize and subsequently amortize all R&D expenditures over five years for research activities conducted in the U.S. and over fifteen years for research activities conducted outside of the U.S. Given the significant loss and credit carryforwards in the U.S., the Company does not anticipate to have a change in valuation allowance assertion. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share A reconciliation of net loss available to common stockholders and the number of shares in the calculation of basic and diluted loss per share is as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Net loss $ (11,552) $ (12,007) $ (23,360) $ (33,009) Weighted-average shares used in computing net loss per share, basic and diluted 13,446,622 2,909,105 8,336,451 2,883,582 Net loss per share attributable to common stockholders, basic and diluted $ (0.86) $ (4.13) $ (2.80) $ (11.45) The following potential common stock securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been anti-dilutive (on an as-converted basis): Three and Six Months Ended June 30, 2022 2021 Series A and B redeemable convertible preferred stock — 19,517,988 Stock options to purchase common stock 8,779,368 1,815,431 Unvested early exercised options 288,807 499,571 Contingent earnout common stock 2,000,000 — Total 11,068,175 21,832,990 |
Commitment and Contingencies
Commitment and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies In the ordinary course of business, we enter into contractual agreements with third parties that include non-cancelable payment obligations, for which we are liable in future periods. On June 3, 2021, the Company entered into a lease agreement for a new cGMP facility in Alameda, California to support planned initial clinical trials for our product candidates (Note 6). The lease will expire in 2032 with future undiscounted operating lease payments of $46.0 million over an initial lease period of eleven years. In 2021, the Company began construction of the cGMP facility. As of June 30, 2022 the Company paid $17.9 million in construction costs of the $35.5 million purchase commitment. The agreements with the construction company provide for termination following a certain period after notice. Upon termination, the Company will be responsible for payment for work performed to date. In 2021, the Company entered into a three-year collaboration and option agreement with BlueRock Therapeutics LP (“BlueRock”) under which the Company granted BlueRock an option to acquire an exclusive or non-exclusive license to develop, manufacture and commercialize cell therapy products (Note 14). In consideration for the option, the Company is responsible for up to $10.0 million in costs and expenses incurred over the three-year term. As of June 30, 2022, purchase commitments related to sponsored research agreements amounted to approximately $1.7 million. The Company has entered into license agreements under which they are obligated to make annual maintenance payments of $0.1 million and specified milestone and royalty payments. Future milestone and royalty payments under these agreements are not considered contractual obligations since the payments under these agreements are contingent upon future events, such as the Company’s achievement of specified development, regulatory, and sales milestones, or generating product sales. As of June 30, 2022, the Company is unable to estimate the timing or likelihood of achieving these milestones or generating future product sales. Following the Closing, former holders of Legacy Senti common stock and preferred stock may receive up to 2,000,000 additional shares of the Company’s common stock in the aggregate, in two equal tranches of 1,000,000 shares of common stock per tranche. Refer to Note 3, Stockholders’ Equity (Deficit), for further details of the contingent earnout liability. Legal Proceedings The Company is subject to claims and assessments from time to time in the ordinary course of business but does not believe that any such matters, individually or in the aggregate, will have a material adverse effect on the Company’s financial position, results of operations, or cash flows. Indemnifications |
Related Parties
Related Parties | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties Preferred Stockholders The Company issued Series A convertible redeemable preferred stock and Series B redeemable convertible preferred stock in February 2018 and October 2020, respectively, to certain related parties, including New Enterprise Associates 15, L.P. and its affiliates (“NEA”) and 8VC and its affiliates (“8VC”). In February 2018, the outstanding convertible notes held by NEA and 8VC, as well as Dr. Timothy Lu, our Chief Executive Officer, converted into additional shares of Series A redeemable convertible preferred stock while in October 2020, the outstanding convertible notes held by NEA and 8VC converted into additional shares of Series B redeemable convertible preferred stock, both in accordance with the terms of the note agreements. On June 8, 2022, in conjunction with the Merger, each outstanding share of preferred stock of Legacy Senti was cancelled and converted into the aggregate number of shares of the Company’s common stock that would be issued upon conversion of the shares of Legacy Senti preferred stock based on the applicable conversion ratio immediately prior to the effective time, multiplied by the Exchange Ratio, rounded down to the nearest whole share. As of June 30, 2022, no shares of preferred stock remain outstanding. NEA NEA held 4,429,725 and zero shares of common stock as of June 30, 2022 and December 31, 2021, respectively. NEA held zero and 2,642,934 shares of outstanding Series A redeemable convertible preferred stock as of June 30, 2022 and December 31, 2021, respectively, as well as zero and 536,791 shares of outstanding Series B redeemable convertible preferred stock, respectively. NEA held one of the seven seats on the Company’s Board of Directors as of June 30, 2022 and December 31, 2021. Bayer Healthcare LLC On May 19, 2022, Legacy Senti issued to Bayer a $5.2 million unsecured convertible promissory note. On June 8, 2022, the May 2022 Note was automatically cancelled and exchanged for 517,500 shares of Class A Common Stock at a price of $10.00 per share. Refer to Note 7, Convertible Note , for further details of the convertible note. On May 21, 2021, the Company entered into a collaboration and option agreement (“BlueRock Agreement”) with BlueRock Therapeutics LP (“BlueRock”), a wholly-owned subsidiary of Bayer, pursuant to which the Company granted to BlueRock an option (“BlueRock Option”), on a collaboration program-by-collaboration program basis, to obtain an exclusive or non-exclusive license to develop, manufacture and commercialize cell therapy products that contain cells of specified types and which incorporate an option gene circuit from such collaboration program or a closely related derivative gene circuit. The Company is responsible for up to $10 million in costs and expenses incurred in connection with the research plan and related activities to be conducted over a term of three years as specified in the collaboration and option agreement. If the Company and BlueRock agree to add new research activities to the research plan, then BlueRock will be obligated to reimburse the Company for the costs and expenses incurred that, together with costs and expenses incurred under the initial research plan, exceed $10 million. The Company concluded that the Agreement is not within the scope of ASC 808, Collaborative Arrangements , because the Company did not receive any consideration and therefore, is not exposed to both significant risks and rewards for the arrangement. The Company also determined that the agreement is also not currently within the scope of ASC 606 because the BlueRock Agreement does not currently meet the criteria of a contract with a customer, and will not be within the scope of ASC 606 until any consideration is paid. Potential future milestone payments and royalties are subject to BlueRock’s exercise of the BlueRock Option and execution of a commercial license agreement by both parties. Under the BlueRock Agreement, the specific financial terms for milestone payments and royalties will be negotiated and agreed to only after the option is exercised. As of June 30, 2022, Bayer held 5,878,488 shares of the Company’s common stock. As of December 31, 2021, Bayer held 5,360,988 shares of Series B redeemable convertible preferred stock and held one of the seven seats on |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsThe Company evaluated subsequent events and transactions that occurred up to the date the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and as amended by Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). The condensed consolidated financial statements include the accounts of Senti Biosciences, Inc., and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. We have one business activity and operate in one reportable segment. Unless otherwise noted, the Company has retroactively adjusted all common and preferred share and related price information to give effect to the exchange ratio established in the Merger Agreement. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the valuation of stock-based awards, the accrual for research and development expenses, the valuation of contingent earnout, the valuation of convertible notes, the valuation of common and redeemable convertible preferred stock, the valuation of preferred stock tranche liability, standalone selling price (“SSP”) and the determination of the incremental borrowing rate. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could differ from those estimates. |
Business Combinations | because the triggering events that determine the number of Contingent Earnout Shares required to be issued include events that are not solely indexed to the common stock of the Company. |
Reverse Recapitalization (Table
Reverse Recapitalization (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of common stock outstanding immediately following consummation of merger | The number of shares of the Company’s common stock outstanding immediately following the consummation of the Merger was: Shares Owned by Dynamics’ stockholders 14,915,963 Issued to PIPE Investors 5,060,000 Issued to Bayer in connection with convertible note cancellation and exchange 517,500 Issued to Legacy Senti stockholders 23,163,614 (1) Early exercised shares subject to repurchase (288,807) Total shares of common stock immediately after Merger 43,368,270 ________________ (1) Includes 19,517,988 shares of common stock issued upon conversion of Legacy Senti’s redeemable convertible preferred stock. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Cash, Cash Equivalents and Investments | The following tables summarize the estimated value of cash equivalents and restricted cash (in thousands): June 30, 2022 Amortized Cost Unrealized Gain Unrealized Loss Estimated Fair Value Cash equivalents: Money market fund $ 139,800 $ — $ — $ 139,800 Restricted cash: Money market fund 3,257 — — 3,257 Total $ 143,057 $ — $ — $ 143,057 December 31, 2021 Amortized Cost Unrealized Gain Unrealized Loss Estimated Fair Value Cash equivalents: Money market fund $ 56,034 $ — $ — $ 56,034 Restricted cash: Money market fund 3,257 — — 3,257 Total $ 59,291 $ — $ — $ 59,291 |
Schedule of Financial Assets and Liabilities Measured and Recognized at Fair Value | Financial assets and liabilities measured and recognized at fair value are as follows (in thousands): June 30, 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market fund $ 139,800 $ — $ — $ 139,800 Restricted cash: Money market fund 3,257 — — 3,257 Total Assets $ 143,057 $ — $ — $ 143,057 Liabilities: Contingent earnout liability $ — $ — $ 810 $ 810 Total Liabilities $ — $ — $ 810 $ 810 December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market fund $ 56,034 $ — $ — $ 56,034 Restricted cash: Money market fund 3,257 — — 3,257 Total Assets $ 59,291 $ — $ — $ 59,291 |
Summary of Changes in Fair Value of Level 3 Financial Instruments | The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments (in thousands): Contingent Earnout Liability Fair value as of December 31, 2021 $ — Contingent earnout liability recognized upon the closing of the reverse recapitalization (9,688) Change in fair value included in other income (expense) 8,878 Fair value as of June 30, 2022 $ (810) |
Summary of Significant Quantitative Inputs Used in the Valuation of the Preferred Stock Tranche Liability | The following reflects the significant quantitative inputs used in the valuation of the preferred stock tranche liability as of December 31, 2020 using a Monte Carlo valuation model and/or Black-Scholes option pricing model: December 31, 2020 Tranche Features 2 and 3 Call Option Tranche 2 and 3 Forward Contracts Estimated fair value of Series B redeemable convertible preferred stock (1) $1.62 $1.62 Discount rate 0.11% 0.11% Time to liquidity (years) 0.5 0.5 Expected volatility 73.8% N/A Probability of call option and forward contract 10% 90% Strike Price $1.6427 $1.6427 Value of each tranche feature $0.326 $(0.023) _______________ (1) Fair value of the Series B redeemable convertible preferred stock was estimated using the Backsolve method. The following reflects the significant quantitative inputs used in the valuation of the preferred stock tranche liability as of March 31, 2021 using a Black-Scholes pricing model and a scenario analysis: March 31, 2021 Tranche 2 Tranche 3 (Public) Tranche 3 (Staying Private) Forward Call No Value Call Forward No Value Estimated fair value of Series B redeemable convertible preferred stock (1) $2.0796 $2.3386 N/A $1.3023 $1.3023 N/A Discount rate 0.03% 0.05% N/A 0.06% 0.06% N/A Time to liquidity (years) 0.08 0.5 N/A 0.75 0.75 N/A Probability of call option and forward contract 100.0% 25.0% 75.0% 45.0% 5.0% 50.0% Strike price $1.6427 $1.6427 N/A $1.6427 $1.6427 N/A Expected volatility N/A 80.00% N/A 80.00% N/A N/A Value of each tranche feature $0.437 $0.873 $— $0.251 $(0.340) $— Total value of tranche feature (in millions) $8.6 $4.3 $1.9 _______________ (1) Fair value of the Series B redeemable convertible preferred stock for Tranche 3 was estimated using guideline IPO transactions for the public scenario and the Black-Scholes based option pricing model for the staying-private scenario, and for Tranche 2 was based on a weighting of the public and staying-private scenarios used for Tranche 3. May 14, 2021 Tranches 2 and 3 Public Scenario Staying Private Scenario Call Call Estimated fair value of Series B redeemable convertible preferred stock $2.18 $1.58 Scenario weighting 75.0% 25.0% Value of each tranche feature $1.637 $0.395 Weighted-average value of Series B redeemable convertible preferred stock $2.032 The following table provides a roll-forward of the change in the preferred stock tranche liability (in thousands): Preferred Stock Tranche Liability Balance as of December 31, 2020 435 Recognition of tranche rights from January 2021 issuance 33 Change in fair value 14,742 Tranche liability extinguishment (15,210) Balance as of December 31, 2021 $ — |
Other Financial Statement inf_2
Other Financial Statement information (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): June 30, December 31, 2022 2021 Prepaid expenses (including prepaid rent) 2,535 798 Deposits 983 1,157 Reverse Recapitalization deferred offering costs — 1,446 Other 28 275 Total prepaid expenses and other current assets $ 3,546 $ 3,676 |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): June 30, December 31, 2022 2021 Lab equipment $ 6,395 $ 4,988 Leasehold improvements 1,830 431 Computer equipment and software 342 262 Furniture and fixtures 294 294 Construction in progress 28,762 8,048 Property and equipment at cost 37,623 14,023 Less: accumulated depreciation (2,118) (1,655) Property and equipment, net $ 35,505 $ 12,368 |
Schedule of Accrued Expenses and Other Liabilities | Accrued expenses and other liabilities consisted of the following (in thousands): June 30, December 31, 2022 2021 Accrued professional and service fees $ 7,234 $ 2,555 Accrued employee-related expenses 1,799 2,665 Other accrued expenses 23 111 Total accrued expenses and other current liabilities $ 9,056 $ 5,331 |
Operating Leases (Tables)
Operating Leases (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Lease, Cost | A summary of total lease costs and other information for the period relating to the Company’s operating leases is as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Operating lease cost $ 1,325 $ 679 $ 2,650 $ 1,359 Short-term lease cost 27 — 30 — Variable lease cost 182 161 353 404 Total lease cost $ 1,534 $ 840 $ 3,033 $ 1,763 Six Months Ended June 30, 2022 2021 Other information: Operating cash flows net inflows and (outflows) from operating lease $ 6,740 $ (1,320) Remeasurement of ROU and lease liabilities due to changes in the timing of receipt of lease incentives 199 — Weighted-average remaining lease term 8.2 years 5.8 years Weighted-average discount rate 9.1 % 8.9 % |
Lessee, Operating Lease, Liability, Maturity | Maturities of the Company’s lease liabilities as of June 30, 2022, were as follows (in thousands): 2022, for the remainder of the year $ 1,394 2023 6,272 2024 7,265 2025 7,489 2026 7,723 Thereafter 30,230 Total undiscounted lease payments 60,373 Less imputed interest (20,137) Tenant improvement reimbursements (9,361) Total lease liabilities $ 30,875 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Temporary Equity | The Company’s redeemable convertible preferred stock consisted of the following as of December 31, 2021 (in thousands, except per share amounts): December 31, 2021 Issue Price Shares Authorized Shares Issued and Outstanding Net Carrying Value Aggregate Liquidation Preference Series A $ 1.6427 6,888,563 6,888,563 $ 57,408 $ 57,822 Series B $ 1.6427 12,629,427 12,629,425 $ 114,425 $ 106,012 Total 19,517,990 19,517,988 $ 171,833 $ 163,834 |
Schedule Of Shares Reserved For Future Issuance | At June 30, 2022 and December 31, 2021, the Company was authorized to issue 500,000,000 and 27,006,600 shares of common stock, respectively all at a par value of $0.0001 per share, and had reserved the following shares for future issuance: June 30, December 31, 2022 2021 Series A and B redeemable convertible preferred stock — 19,517,988 Unvested early exercised common stock 288,807 473,373 Stock options to purchase common stock 8,779,368 2,291,838 Common stock options available for future grant under stock option plan 2,492,735 717,617 Total 11,560,910 23,000,816 |
Schedule of Business Acquisitions by Acquisition, Contingent Consideration | Assumptions used in the valuation are described below: June 08, 2022 June 30, 2022 Current stock price $ 7.51 $ 1.97 Expected share price volatility 81.0 % 85.0 % Risk-free interest rate 2.94 % 2.99 % Estimated dividend yield 0.0 % 0.0 % Expected term (years) 3.0 3.0 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Payment Arrangement, Option, Activity | The following table summarizes the Company’s stock option activity, excluding performance and market awards: Number of Options Weighted-Average Exercise Price Weighted-Average Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2021 2,291,838 $ 4.39 9.1 $ 11,304 Exercised (199,807) $ 2.49 — $ — Forfeited (424,485) $ 2.77 — $ — Outstanding at June 30, 2022 1,667,546 $ 5.02 8.5 $ 9 Vested and exercisable at June 30, 2022 421,763 $ 3.60 7.8 $ 9 |
Share-Based Payment Arrangement, Outstanding Award, Activity, Excluding Option | Number of Options Weighted-Average Exercise Price Weighted-Average Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2021 — $ — — $ — Granted 6,796,074 $ 9.92 — $ — Outstanding at June 30, 2022 6,796,074 $ 9.92 9.4 $ — Vested and exercisable at June 30, 2022 — $ — — $ — |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions | The assumptions used to determine the grant date fair value of non-market based, stock options granted were as follows, presented on a weighted-average basis: Six Months Ended June 30, 2022 2021 Expected term (in years) 5.8 6.0 Expected volatility 78 % 83 % Risk-free interest rate 3.0 % 0.7 % Dividend yield — — |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | Total stock-based compensation expense was as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 General and administrative $ 7,863 $ 498 $ 8,322 $ 818 Research and development 1,362 64 1,564 116 Total stock-based compensation expense $ 9,225 $ 562 $ 9,886 $ 934 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | A reconciliation of net loss available to common stockholders and the number of shares in the calculation of basic and diluted loss per share is as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Net loss $ (11,552) $ (12,007) $ (23,360) $ (33,009) Weighted-average shares used in computing net loss per share, basic and diluted 13,446,622 2,909,105 8,336,451 2,883,582 Net loss per share attributable to common stockholders, basic and diluted $ (0.86) $ (4.13) $ (2.80) $ (11.45) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potential common stock securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been anti-dilutive (on an as-converted basis): Three and Six Months Ended June 30, 2022 2021 Series A and B redeemable convertible preferred stock — 19,517,988 Stock options to purchase common stock 8,779,368 1,815,431 Unvested early exercised options 288,807 499,571 Contingent earnout common stock 2,000,000 — Total 11,068,175 21,832,990 |
Organization and Description _2
Organization and Description of Business (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||
Retained earnings (accumulated deficit) | $ (138,436) | $ (138,436) | $ (115,076) | |||||
Net income (loss) | (11,552) | $ (11,808) | $ (12,007) | $ (21,002) | (23,360) | $ (33,009) | ||
Cash, cash equivalents, and restricted cash | $ 143,057 | $ 84,474 | $ 143,057 | $ 84,474 | $ 59,291 | $ 31,034 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 6 Months Ended | |
Jun. 08, 2022 tranche shares | Jun. 30, 2022 businessActivitiy reportableSegment | |
Business Acquisition, Contingent Consideration [Line Items] | ||
Number of business activities | businessActivitiy | 1 | |
Number of reportable segments | reportableSegment | 1 | |
Maximum contingent earnout (in shares) | 2,000,000 | |
Number of tranches of contingent earnout shares | tranche | 2 | |
Number of contingent earnout shares per tranche (in shares) | 1,000,000 | |
Contingent Consideration, Tranche One | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Earnout period (in years) | 2 years | |
Contingent Consideration, Tranche Two | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Earnout period (in years) | 3 years |
Reverse Recapitalization - Narr
Reverse Recapitalization - Narrative (Details) $ / shares in Units, $ in Thousands | 6 Months Ended | |||
Jun. 08, 2022 USD ($) tranche $ / shares shares | Jun. 30, 2022 USD ($) $ / shares | May 19, 2022 USD ($) | Dec. 31, 2021 $ / shares | |
Reverse Recapitalization [Line Items] | ||||
Recapitalization exchange ratio | 0.1957 | |||
Common stock, par or stated value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Maximum contingent earnout (in shares) | shares | 2,000,000 | |||
Number of tranches of contingent earnout shares | tranche | 2 | |||
Number of contingent earnout shares per tranche (in shares) | shares | 1,000,000 | |||
Number of trading days | 20 days | |||
Number of consecutive trading days | 30 days | |||
Threshold of years for change of control (in years) | 3 years | |||
Contingent earnout fair value | $ 9,700 | $ 810 | ||
Cash acquired through reverse recapitalization | 140,700 | |||
Transaction costs | $ 23,300 | |||
Unpaid transaction cost assumed in connection with merger | $ 300 | |||
Common Class A | ||||
Reverse Recapitalization [Line Items] | ||||
Common stock issued after cancellation of unsecured convertible promissory note (in shares) | shares | 517,500 | |||
Common stock share price (in dollars per share) | $ / shares | $ 10 | |||
May 2022 Note | ||||
Reverse Recapitalization [Line Items] | ||||
Principal amount of unsecured convertible promissory note | $ 5,200 | |||
Private Placement | ||||
Reverse Recapitalization [Line Items] | ||||
Price per share (in dollars per share) | $ / shares | $ 10 | |||
Aggregate purchase price | $ 50,600 | |||
Contingent Consideration, Tranche One | ||||
Reverse Recapitalization [Line Items] | ||||
Closing stock price to trigger contingent earnout shares (in dollars per share) | $ / shares | $ 15 | |||
Term (in years) | 2 years | |||
Contingent Consideration, Tranche Two | ||||
Reverse Recapitalization [Line Items] | ||||
Closing stock price to trigger contingent earnout shares (in dollars per share) | $ / shares | $ 20 | |||
PIPE Investors | Private Placement | ||||
Reverse Recapitalization [Line Items] | ||||
Number of shares issued (in shares) | shares | 5,060,000 |
Reverse Recapitalization -Sched
Reverse Recapitalization -Schedule of Common Stock Outstanding Immediately Following Consummation of Merger (Details) - shares | Jun. 08, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Reverse Recapitalization [Line Items] | |||
Senti Biosciences, Inc. issue to PIPE Investors (in shares) | 5,060,000 | ||
Senti Biosciences, Inc. shares issued in Merger to Legacy Senti stockholders (in shares) | 23,163,614 | ||
Early exercised shares subject to repurchase (in shares) | (288,807) | ||
Total shares of common stock immediately after Merger (in shares) | 43,368,270 | 43,368,270 | 2,972,409 |
Common stock issued upon conversion of redeemable convertible stock (in shares) | 19,517,988 | ||
Common Class A | |||
Reverse Recapitalization [Line Items] | |||
Common stock issued after cancellation of unsecured convertible promissory note (in shares) | 517,500 | ||
Common Shareholders | |||
Reverse Recapitalization [Line Items] | |||
Number of shares of stock issued during the period pursuant to acquisitions | 14,915,963 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of the Estimated Fair Value of Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-Sale [Line Items] | ||||
Cash and cash equivalents | $ 139,800 | $ 56,034 | $ 82,942 | |
Restricted cash | 3,257 | 1,532 | ||
Cash, cash equivalents, and restricted cash | 143,057 | 59,291 | $ 84,474 | $ 31,034 |
Money Market Funds | ||||
Debt Securities, Available-for-Sale [Line Items] | ||||
Cash and cash equivalents | 139,800 | 56,034 | ||
Cash and cash equivalents, fair value | 139,800 | 56,034 | ||
Restricted cash | 3,257 | 3,257 | ||
Restricted cash, fair value | $ 3,257 | $ 3,257 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Financial Assets and Liabilities Measured and Recognized at Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jun. 08, 2022 | Dec. 31, 2021 |
Assets: | |||
Total Assets | $ 143,057 | $ 59,291 | |
Liabilities: | |||
Contingent earnout liability | 810 | $ 9,700 | |
Total Liabilities | 810 | ||
Money Market Funds | |||
Assets: | |||
Cash and cash equivalents, fair value | 139,800 | 56,034 | |
Restricted cash, fair value | 3,257 | 3,257 | |
Fair Value, Inputs, Level 1 | |||
Assets: | |||
Total Assets | 143,057 | 59,291 | |
Liabilities: | |||
Contingent earnout liability | 0 | ||
Total Liabilities | 0 | ||
Fair Value, Inputs, Level 1 | Money Market Funds | |||
Assets: | |||
Cash and cash equivalents, fair value | 139,800 | 56,034 | |
Restricted cash, fair value | 3,257 | 3,257 | |
Fair Value, Inputs, Level 2 | |||
Assets: | |||
Total Assets | 0 | 0 | |
Liabilities: | |||
Contingent earnout liability | 0 | ||
Total Liabilities | 0 | ||
Fair Value, Inputs, Level 2 | Money Market Funds | |||
Assets: | |||
Cash and cash equivalents, fair value | 0 | 0 | |
Restricted cash, fair value | 0 | 0 | |
Fair Value, Inputs, Level 3 | |||
Assets: | |||
Total Assets | 0 | 0 | |
Liabilities: | |||
Contingent earnout liability | 810 | ||
Total Liabilities | 810 | ||
Fair Value, Inputs, Level 3 | Money Market Funds | |||
Assets: | |||
Cash and cash equivalents, fair value | 0 | 0 | |
Restricted cash, fair value | $ 0 | $ 0 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Changes in Fair Value of Level 3 Financial Instruments (Details) - Fair Value, Inputs, Level 3 - Contingent Earnout Liability $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | $ 0 |
Contingent earnout liability recognized upon the closing of the reverse recapitalization | (9,688) |
Change in fair value included in other income (expense) | 8,878 |
Ending balance | $ 810 |
Fair Value Measurements - Signi
Fair Value Measurements - Significant Quantitative Inputs Used in the Valuation of the Preferred Stock Tranche Liability (Details) - Preferred Stock Tranche Liability | May 14, 2021 $ / shares | Mar. 31, 2021 $ / shares | Dec. 31, 2020 $ / shares | Dec. 28, 2020 $ / shares |
Tranche 3 Call Option | Estimated fair value of Series B redeemable convertible preferred stock | Series B | Staying Private Scenario | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Value of input used to measure embedded derivative liability | 1.3023 | |||
Tranche 3 Call Option | Estimated fair value of Series B redeemable convertible preferred stock | Series B | Public Scenario | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Value of input used to measure embedded derivative liability | 2.3386 | |||
Tranche 3 Call Option | Discount rate | Staying Private Scenario | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Value of input used to measure embedded derivative liability | 0.0006 | |||
Tranche 3 Call Option | Discount rate | Public Scenario | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Value of input used to measure embedded derivative liability | 0.0005 | |||
Tranche 3 Call Option | Time to liquidity (years) | Staying Private Scenario | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Value of input used to measure embedded derivative liability | 0.75 | |||
Tranche 3 Call Option | Time to liquidity (years) | Public Scenario | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Value of input used to measure embedded derivative liability | 0.5 | |||
Tranche 3 Call Option | Expected share price volatility | Staying Private Scenario | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Value of input used to measure embedded derivative liability | 0.8000 | |||
Tranche 3 Call Option | Expected share price volatility | Public Scenario | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Value of input used to measure embedded derivative liability | 0.8000 | |||
Tranche 3 Call Option | Probability of call option and forward contract | Staying Private Scenario | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Value of input used to measure embedded derivative liability | 0.450 | |||
Tranche 3 Call Option | Probability of call option and forward contract | Public Scenario | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Value of input used to measure embedded derivative liability | 0.250 | |||
Tranche 3 Call Option | Strike Price | Staying Private Scenario | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Value of input used to measure embedded derivative liability | 0.016427 | |||
Tranche 3 Call Option | Strike Price | Public Scenario | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Value of input used to measure embedded derivative liability | 0.016427 | |||
Tranche 3 Call Option | Value of each tranche feature | Staying Private Scenario | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Value of input used to measure embedded derivative liability | 0.251 | |||
Tranche 3 Call Option | Value of each tranche feature | Public Scenario | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Value of input used to measure embedded derivative liability | 0.873 | |||
Tranche Features 2 and 3 Call Option | Estimated fair value of Series B redeemable convertible preferred stock | Series B | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Value of input used to measure embedded derivative liability | 1.62 | |||
Tranche Features 2 and 3 Call Option | Estimated fair value of Series B redeemable convertible preferred stock | Series B | Staying Private Scenario | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Value of input used to measure embedded derivative liability | 1.58 | |||
Tranche Features 2 and 3 Call Option | Estimated fair value of Series B redeemable convertible preferred stock | Series B | Public Scenario | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Value of input used to measure embedded derivative liability | 2.18 | |||
Tranche Features 2 and 3 Call Option | Discount rate | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Value of input used to measure embedded derivative liability | 0.0011 | |||
Tranche Features 2 and 3 Call Option | Time to liquidity (years) | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Value of input used to measure embedded derivative liability | 0.5 | |||
Tranche Features 2 and 3 Call Option | Expected share price volatility | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Value of input used to measure embedded derivative liability | 0.738 | |||
Tranche Features 2 and 3 Call Option | Probability of call option and forward contract | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Value of input used to measure embedded derivative liability | 0.10 | |||
Tranche Features 2 and 3 Call Option | Strike Price | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Value of input used to measure embedded derivative liability | 0.016427 | |||
Tranche Features 2 and 3 Call Option | Value of each tranche feature | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Value of input used to measure embedded derivative liability | 0.00326 | |||
Tranche Features 2 and 3 Call Option | Value of each tranche feature | Staying Private Scenario | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Value of input used to measure embedded derivative liability | 0.395 | |||
Tranche Features 2 and 3 Call Option | Value of each tranche feature | Public Scenario | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Value of input used to measure embedded derivative liability | 1.637 | |||
Tranche Features 2 and 3 Call Option | Scenario weighting | Staying Private Scenario | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Value of input used to measure embedded derivative liability | 0.250 | |||
Tranche Features 2 and 3 Call Option | Scenario weighting | Public Scenario | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Value of input used to measure embedded derivative liability | 0.750 | |||
Tranche Features 2 and 3 Call Option | Weighted-average value of Series B redeemable convertible preferred stock | Series B | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Value of input used to measure embedded derivative liability | 2.032 | |||
Tranche 2 and 3 Forward Contracts | Estimated fair value of Series B redeemable convertible preferred stock | Series B | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Value of input used to measure embedded derivative liability | 1.62 | |||
Tranche 2 and 3 Forward Contracts | Discount rate | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Value of input used to measure embedded derivative liability | 0.0011 | |||
Tranche 2 and 3 Forward Contracts | Time to liquidity (years) | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Value of input used to measure embedded derivative liability | 0.5 | |||
Tranche 2 and 3 Forward Contracts | Probability of call option and forward contract | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Value of input used to measure embedded derivative liability | 0.90 | |||
Tranche 2 and 3 Forward Contracts | Strike Price | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Value of input used to measure embedded derivative liability | 0.016427 | |||
Tranche 2 and 3 Forward Contracts | Value of each tranche feature | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Value of input used to measure embedded derivative liability | (0.00023) | |||
Tranche Three No Value | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Value of input used to measure embedded derivative liability | 3,700,000 | |||
Tranche Three No Value | Staying Private Scenario | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Value of input used to measure embedded derivative liability | 1,900,000 | |||
Tranche Three No Value | Public Scenario | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Value of input used to measure embedded derivative liability | 4,300,000 | |||
Tranche Three No Value | Probability of call option and forward contract | Staying Private Scenario | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Value of input used to measure embedded derivative liability | 0.500 | |||
Tranche Three No Value | Probability of call option and forward contract | Public Scenario | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Value of input used to measure embedded derivative liability | 0.750 | |||
Tranche Three No Value | Value of each tranche feature | Staying Private Scenario | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Value of input used to measure embedded derivative liability | 0 | |||
Tranche Three No Value | Value of each tranche feature | Public Scenario | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Value of input used to measure embedded derivative liability | 0 | |||
Tranche Two Forward Contract | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Value of input used to measure embedded derivative liability | 8,600,000 | |||
Tranche Two Forward Contract | Estimated fair value of Series B redeemable convertible preferred stock | Series B | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Value of input used to measure embedded derivative liability | 2.0796 | |||
Tranche Two Forward Contract | Discount rate | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Value of input used to measure embedded derivative liability | 0.0003 | |||
Tranche Two Forward Contract | Time to liquidity (years) | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Value of input used to measure embedded derivative liability | 0.08 | |||
Tranche Two Forward Contract | Probability of call option and forward contract | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Value of input used to measure embedded derivative liability | 1 | |||
Tranche Two Forward Contract | Strike Price | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Value of input used to measure embedded derivative liability | 0.016427 | |||
Tranche Two Forward Contract | Value of each tranche feature | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Value of input used to measure embedded derivative liability | 0.437 | |||
Tranche Three Forward Option | Estimated fair value of Series B redeemable convertible preferred stock | Series B | Staying Private Scenario | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Value of input used to measure embedded derivative liability | 1.3023 | |||
Tranche Three Forward Option | Discount rate | Staying Private Scenario | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Value of input used to measure embedded derivative liability | 0.0006 | |||
Tranche Three Forward Option | Time to liquidity (years) | Staying Private Scenario | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Value of input used to measure embedded derivative liability | 0.75 | |||
Tranche Three Forward Option | Probability of call option and forward contract | Staying Private Scenario | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Value of input used to measure embedded derivative liability | 0.050 | |||
Tranche Three Forward Option | Strike Price | Staying Private Scenario | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Value of input used to measure embedded derivative liability | 0.016427 | |||
Tranche Three Forward Option | Value of each tranche feature | Staying Private Scenario | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Value of input used to measure embedded derivative liability | (0.340) |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
May 14, 2021 USD ($) $ / shares | Jan. 31, 2021 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) $ / shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 28, 2020 $ / shares | |
Series B | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Weighted average value of redeemable convertible preferred stock (in dollars per share) | $ 2.032 | ||||||
Weighted average exercise price of redeemable convertible preferred stock (in dollars per share) | 1.6427 | ||||||
Preferred Stock Tranche Liability | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Weighted fair value of tranche feature (in dollars per share) | $ 0.312 | $ 0.012 | |||||
Fair value of preferred stock tranche liability | $ | $ 400 | ||||||
Additional issuance of preferred stock tranche liability | $ | $ 33 | $ 33 | |||||
Preferred stock tranche liability | $ | $ 12,300 | 0 | $ 435 | ||||
Change in fair value | $ | $ 2,900 | $ 11,800 | 14,742 | ||||
Tranche liability extinguishment | $ | $ (15,200) | $ 15,210 | |||||
Preferred Stock Tranche Liability | Series B | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Weighted average fair value of the tranche feature (in dollars per share) | $ 0.3893 | ||||||
Tranche liability extinguishment | $ | $ 15,200 | ||||||
Preferred Stock Tranche Liability | Scenario Weighting | Public Scenario | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Embedded derivative liability, measurement input (in percent) | 75% | ||||||
Preferred Stock Tranche Liability | Scenario Weighting | Staying Private Scenario | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Embedded derivative liability, measurement input (in percent) | 25% | ||||||
Preferred Stock Tranche Liability | Tranche Two Forward Contract | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Value of input used to measure embedded derivative liability | 8,600,000 | ||||||
Preferred Stock Tranche Liability | Tranche Three No Value | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Value of input used to measure embedded derivative liability | 3,700,000 | ||||||
Preferred Stock Tranche Liability | Tranche Three No Value | Public Scenario | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Value of input used to measure embedded derivative liability | 4,300,000 | ||||||
Preferred Stock Tranche Liability | Tranche Three No Value | Staying Private Scenario | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Value of input used to measure embedded derivative liability | 1,900,000 |
Fair Value Measurements - Roll
Fair Value Measurements - Roll Forward of Change in Preferred Stock Tranche Liability (Details) - Preferred Stock Tranche Liability - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Jan. 31, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | |
Change in Preferred Stock Tranche Liability [Roll Forward] | ||||
Beginning balance | $ 435 | $ 12,300 | $ 435 | $ 435 |
Recognition of tranche rights from January 2021 issuance | $ 33 | 33 | ||
Change in fair value | 2,900 | 11,800 | 14,742 | |
Tranche liability extinguishment | $ 15,200 | (15,210) | ||
Ending balance | $ 12,300 | $ 0 |
Other Financial Statement inf_3
Other Financial Statement information - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid expenses (including prepaid rent) | $ 2,535 | $ 798 |
Deposits | 983 | 1,157 |
Reverse Recapitalization deferred offering costs | 0 | 1,446 |
Other | 28 | 275 |
Prepaid expenses and other current assets | $ 3,546 | $ 3,676 |
Other Financial Statement inf_4
Other Financial Statement information - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment at cost | $ 37,623 | $ 14,023 |
Less: accumulated depreciation | (2,118) | (1,655) |
Property and equipment, net | 35,505 | 12,368 |
Lab equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment at cost | 6,395 | 4,988 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment at cost | 1,830 | 431 |
Computer equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment at cost | 342 | 262 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment at cost | 294 | 294 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment at cost | $ 28,762 | $ 8,048 |
Other Financial Statement inf_5
Other Financial Statement information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Depreciation | $ 300 | $ 200 | $ 512 | $ 347 |
Other Financial Statement inf_6
Other Financial Statement information - Schedule of Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued professional and service fees | $ 7,234 | $ 2,555 |
Accrued employee-related expenses | 1,799 | 2,665 |
Other accrued expenses | 23 | 111 |
Total accrued expenses and other current liabilities | $ 9,056 | $ 5,331 |
Operating Leases - Narrative (D
Operating Leases - Narrative (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 USD ($) tradingDay | Jun. 03, 2021 | |
Lessee, Lease, Description [Line Items] | ||
Lease term | 11 years | |
Tenant improvement reimbursements | $ 9,361 | |
Corporate Headquarters | ||
Lessee, Lease, Description [Line Items] | ||
Lease term | 8 years | |
Lease renewal term | 8 years | |
Alameda | ||
Lessee, Lease, Description [Line Items] | ||
Lease term | 11 years | |
Number of renewal options | tradingDay | 2 | |
Lease renewal term | 5 years | |
Tenant improvement allowance | $ 17,500 | |
Tenant improvement reimbursements | $ 8,100 |
Operating Leases - Total Lease
Operating Leases - Total Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Leases [Abstract] | ||||
Operating lease cost | $ 1,325 | $ 679 | $ 2,650 | $ 1,359 |
Short-term lease cost | 27 | 0 | 30 | 0 |
Variable lease cost | 182 | 161 | 353 | 404 |
Total lease cost | $ 1,534 | $ 840 | $ 3,033 | $ 1,763 |
Operating Leases - Other Inform
Operating Leases - Other Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Leases [Abstract] | ||
Operating cash flows net inflows and (outflows) from operating lease | $ 6,740 | $ (1,320) |
Remeasurement of ROU and lease liabilities due to changes in the timing of receipt of lease incentives | $ 199 | $ 0 |
Weighted-average remaining lease term | 8 years 2 months 12 days | 5 years 9 months 18 days |
Weighted-average discount rate | 9.10% | 8.90% |
Operating Leases - Maturities o
Operating Leases - Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jun. 03, 2021 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
2022, for the remainder of the year | $ 1,394 | |
2023 | 6,272 | |
2024 | 7,265 | |
2025 | 7,489 | |
2026 | 7,723 | |
Thereafter | 30,230 | |
Total undiscounted lease payments | 60,373 | $ 46,000 |
Less imputed interest | (20,137) | |
Tenant improvement reimbursements | (9,361) | |
Total lease liabilities | $ 30,875 |
Convertible Note (Details)
Convertible Note (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 08, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | May 19, 2022 | |
Convertible Debt [Line Items] | ||||||
Gain on extinguishment of convertible notes | $ 1,289 | $ 0 | $ 1,289 | $ 0 | ||
Common Class A | ||||||
Convertible Debt [Line Items] | ||||||
Common stock issued after cancellation of unsecured convertible promissory note (in shares) | 517,500 | |||||
Common stock share price (in dollars per share) | $ 10 | |||||
May 2022 Note | ||||||
Convertible Debt [Line Items] | ||||||
Principal amount of unsecured convertible promissory note | $ 5,200 | |||||
Annual rate (in percent) | 3% | |||||
Conversion price | $ 10 | |||||
Conversion price (in percent) | 80% | |||||
Gain on extinguishment of convertible notes | $ 1,300 |
Stockholders_ Equity (Deficit_2
Stockholders’ Equity (Deficit) - Redeemable Convertible Preferred Stock (Details) | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 08, 2022 | Mar. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) shares | Mar. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) shares |
Class of Stock [Line Items] | |||||||
Conversion ratio | 1 | ||||||
Issue Price (in dollars per shares) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Shares Authorized (in shares) | 0 | 19,517,990 | |||||
Shares Issued (in shares) | 0 | 19,517,988 | |||||
Shares Outstanding (in shares) | 0 | 19,517,988 | 19,517,988 | 19,517,988 | 11,814,113 | 11,536,136 | |
Net Carrying Value | $ | $ 0 | $ 171,833,000 | $ 171,833,000 | $ 171,833,000 | $ 91,956,000 | $ 89,662,000 | |
Aggregate Liquidation Preference | $ | $ 0 | $ 163,834,000 | |||||
Series A | |||||||
Class of Stock [Line Items] | |||||||
Issue Price (in dollars per shares) | $ / shares | $ 1.6427 | ||||||
Shares Authorized (in shares) | 6,888,563 | ||||||
Shares Issued (in shares) | 6,888,563 | ||||||
Shares Outstanding (in shares) | 6,888,563 | ||||||
Net Carrying Value | $ | $ 57,408,000 | ||||||
Aggregate Liquidation Preference | $ | $ 57,822,000 | ||||||
Series B | |||||||
Class of Stock [Line Items] | |||||||
Issue Price (in dollars per shares) | $ / shares | $ 1.6427 | ||||||
Shares Authorized (in shares) | 12,629,427 | ||||||
Shares Issued (in shares) | 12,629,425 | ||||||
Shares Outstanding (in shares) | 12,629,425 | ||||||
Net Carrying Value | $ | $ 114,425,000 | ||||||
Aggregate Liquidation Preference | $ | $ 106,012,000 |
Stockholders_ Equity (Deficit_3
Stockholders’ Equity (Deficit) - Common and Preferred Stock (Details) | 6 Months Ended | |
Jun. 30, 2022 USD ($) vote $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Equity [Abstract] | ||
Number of votes per common stock | vote | 1 | |
Cash dividends declared and paid, common stock | $ | $ 0 | |
Preferred stock, par value per share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Stockholders_ Equity (Deficit_4
Stockholders’ Equity (Deficit) - Common Stock Reserved for Future Issuance (Details) - $ / shares | Jun. 30, 2022 | Jun. 08, 2022 | Dec. 31, 2021 |
Equity [Abstract] | |||
Common stock, shares authorized (in shares) | 500,000,000 | 27,006,600 | |
Common stock, par or stated value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Class of Stock [Line Items] | |||
Common stock reserved for future issuance (in shares) | 11,560,910 | 23,000,816 | |
Redeemable Convertible Preferred Stock | |||
Class of Stock [Line Items] | |||
Common stock reserved for future issuance (in shares) | 0 | 19,517,988 | |
Unvested early exercised common stock | |||
Class of Stock [Line Items] | |||
Common stock reserved for future issuance (in shares) | 288,807 | 473,373 | |
Stock options to purchase common stock | 2016 Stock Incentive Plan | |||
Class of Stock [Line Items] | |||
Common stock reserved for future issuance (in shares) | 8,779,368 | 2,291,838 | |
Stock options to purchase common stock | 2022 Stock Incentive Plan | |||
Class of Stock [Line Items] | |||
Common stock reserved for future issuance (in shares) | 2,492,735 | 717,617 |
Stockholders_ Equity (Deficit_5
Stockholders’ Equity (Deficit) - Contingent Earnout Equity (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 08, 2022 USD ($) tranche $ / shares shares | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | |
Business Acquisition, Contingent Consideration [Line Items] | |||||
Maximum contingent earnout (in shares) | shares | 2,000,000 | ||||
Number of tranches of contingent earnout shares | tranche | 2 | ||||
Number of contingent earnout shares per tranche (in shares) | shares | 1,000,000 | ||||
Threshold of years for change of control (in years) | 3 years | ||||
Number of trading days | 20 days | ||||
Number of consecutive trading days | 30 days | ||||
Fair value of contingent earnout shares | $ 9,800 | ||||
Contingent earnout liability | 9,700 | $ 810 | $ 810 | ||
Fair value of contingent earnout shares | $ 100 | ||||
Change in fair value of contingent earnout liability | $ (8,878) | $ 0 | $ (8,878) | $ 0 | |
Contingent Consideration, Tranche Two | |||||
Business Acquisition, Contingent Consideration [Line Items] | |||||
Closing stock price to trigger contingent earnout shares (in dollars per share) | $ / shares | $ 20 | ||||
Term (in years) | 3 years | ||||
Contingent Consideration, Tranche One | |||||
Business Acquisition, Contingent Consideration [Line Items] | |||||
Closing stock price to trigger contingent earnout shares (in dollars per share) | $ / shares | $ 15 | ||||
Term (in years) | 2 years |
Stockholders_ Equity (Deficit_6
Stockholders’ Equity (Deficit) - Assumptions used in valuation of contingent earnout shares (Details) | Jun. 30, 2022 Years $ / shares | Jun. 08, 2022 $ / shares Years |
Current stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | $ / shares | 1.97 | 7.51 |
Expected share price volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.850 | 0.810 |
Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.0299 | 0.0294 |
Estimated dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0 | 0 |
Expected term (years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | Years | 3 | 3 |
Revenue - Contract Revenue (Det
Revenue - Contract Revenue (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Dec. 31, 2021 | Apr. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | May 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||||||
Consideration received in collaborative development agreement | $ 300,000 | ||||||
Variable consideration | $ 300,000 | ||||||
Contract assets reversed | $ 300,000 | ||||||
Revenue recognized during period previously included in deferred revenue | $ 500,000 | $ 300,000 | $ 1,000,000 | $ 300,000 | |||
Contract asset | $ 0 | $ 0 | $ 0 | $ 0 | |||
Spark | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Agreement evaluation period | 24 months | ||||||
Spark | Minimum | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Agreement termination advance notice period | 90 days | ||||||
Spark | Maximum | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Agreement termination advance notice period | 180 days | ||||||
Spark | License | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Variable consideration | $ 3,000,000 | ||||||
Spark | License | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-05-01 | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Expected timing of satisfaction | 2 years |
Revenue - Grant Income (Details
Revenue - Grant Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||||
Grant income | $ 250 | $ 15 | $ 500 | $ 43 | |
Grant income | |||||
Disaggregation of Revenue [Line Items] | |||||
Grant income | $ 2,000 | ||||
Period of recognition of grant (in years) | 2 years |
Revenue - Entity-wide informati
Revenue - Entity-wide information (Details) - Revenue Benchmark - Customer Concentration Risk | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Customer A | ||||
Concentration Risk [Line Items] | ||||
Percentage of concentration | 82% | 86% | 80% | 79% |
Customer B | ||||
Concentration Risk [Line Items] | ||||
Percentage of concentration | 18% | 2% | 20% | 5% |
Customer C | ||||
Concentration Risk [Line Items] | ||||
Percentage of concentration | 12% | 16% |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) $ in Millions | 6 Months Ended | 12 Months Ended | |||
Jun. 08, 2022 shares | Dec. 19, 2021 tranche shares | Jun. 30, 2022 USD ($) shares | Jun. 30, 2021 shares | Dec. 31, 2021 USD ($) shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Cost not yet recognized | $ | $ 32.1 | $ 9.2 | |||
Cost not yet recognized, period for recognition (in years) | 2 years 3 months 3 days | 3 years 1 month 6 days | |||
Performance Shares | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
grants in period (in shares) | 6,796,074 | 8,400,892 | 6,796,074 | ||
Terms of award (in years) | four | ||||
Market Awards | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
grants in period (in shares) | 315,748 | 605,451 | |||
Number of tranches | tranche | 4 | ||||
Award vesting rights (in percent) | 25% | ||||
2022 Stock Incentive Plan | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Authorized for issuance under share-based payment arrangement (in shares) | 2,492,735 | ||||
Exercise price of an ISO granted to a stockholder (in percent) | 10% | ||||
Expiration period (in years) | 10 years | ||||
Annual increase in authorized shares, percentage | 5% | ||||
2022 Stock Incentive Plan | Minimum | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Estimated fair value of the shares on the date of grant (in percent) | 100% | ||||
2022 Stock Incentive Plan | Maximum | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Estimated fair value of the shares on the date of grant (in percent) | 110% | ||||
2016 Stock Incentive Plan | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Authorized for issuance under share-based payment arrangement (in shares) | 12,828,363 | 12,828,363 | |||
Issued in period (in shares) | 0 | 512,670 | |||
Common stock subject to repurchase (in shares) | 288,807 | 473,373 | |||
Common stock subject to repurchase | $ | $ 0.8 | $ 1.2 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Number of Options | ||
Outstanding at December 31, 2021 (in shares) | shares | 2,291,838 | |
Exercised (in shares) | shares | (199,807) | |
Forfeited (in shares) | shares | (424,485) | |
Outstanding at June 30, 2022 (in shares) | shares | 1,667,546 | 2,291,838 |
Vested and exercisable at June 30, 2022 (in shares) | shares | 421,763 | |
Weighted-Average Exercise Price | ||
Outstanding at December 31, 2021 (in shares) | $ / shares | $ 4.39 | |
Exercised (in shares) | $ / shares | 2.49 | |
Forfeited (in shares) | $ / shares | 2.77 | |
Outstanding at June 30, 2022 (in shares) | $ / shares | 5.02 | $ 4.39 |
Vested and exercisable at June 30, 2022 (in shares) | $ / shares | $ 3.60 | |
Stock Options Additional Disclosures | ||
Outstanding at December 31, 2021, Weighted average remaining contractual life (Years) | 8 years 6 months | 9 years 1 month 6 days |
Outstanding at June 30, 2022, Weighted average remaining contractual life (Years) | 8 years 6 months | 9 years 1 month 6 days |
Vested and exercisable at June 30, 2022, Weighted average remaining contractual life (Years) | 7 years 9 months 18 days | |
Outstanding at December 31, 2021, aggregate intrinsic value | $ | $ 9 | $ 11,304 |
Outstanding at June 30, 2022, aggregate intrinsic value | $ | 9 | $ 11,304 |
Vested and exercisable at June 30, 2022, aggregate intrinsic value | $ | $ 9 |
Stock-Based Compensation - Perf
Stock-Based Compensation - Performance Awards Activity (Details) - Performance Shares - $ / shares | 6 Months Ended | ||
Jun. 08, 2022 | Dec. 19, 2021 | Jun. 30, 2022 | |
Number of Options | |||
Outstanding, beginning of period (in shares) | 0 | ||
Granted (in shares) | 6,796,074 | 8,400,892 | 6,796,074 |
Outstanding, end of period (in shares) | 6,796,074 | ||
Vested and exercisable, end of period (in shares) | 0 | ||
Weighted-Average Exercise Price | |||
Outstanding, beginning of period (in dollars per share) | $ 0 | ||
Granted (in dollars per share) | 9.92 | ||
Outstanding, end of period (in dollars per share) | 9.92 | ||
Vested and exercisable, end of period (in dollars per share) | $ 0 | ||
Outstanding, end of period, weighted average remaining contractual life (in years) | 9 years 4 months 24 days |
Stock-Based Compensation - Weig
Stock-Based Compensation - Weighted Average Assumptions (Details) - Stock options to purchase common stock | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term (in years) | 5 years 9 months 18 days | 6 years |
Expected volatility (in percent) | 78% | 83% |
Risk-free interest rate (in percent) | 3% | 0.70% |
Dividend yield (in percent) | 0% | 0% |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 9,225 | $ 562 | $ 9,886 | $ 934 |
General and administrative | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 7,863 | 498 | 8,322 | 818 |
Research and development | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 1,362 | $ 64 | $ 1,564 | $ 116 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 0 | $ 0 | $ 0 | $ 0 |
Net Loss Per Share - Basic and
Net Loss Per Share - Basic and Diluted Net Earnings (loss) Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Earnings Per Share [Abstract] | ||||||
Net loss | $ (11,552) | $ (11,808) | $ (12,007) | $ (21,002) | $ (23,360) | $ (33,009) |
Weighted-average shares used in computing net loss per share, basic (in shares) | 13,446,622 | 2,909,105 | 8,336,451 | 2,883,582 | ||
Weighted-average shares used in computing net loss per share, diluted (in shares) | 13,446,622 | 2,909,105 | 8,336,451 | 2,883,582 | ||
Earnings Per Share | ||||||
Net loss per share attributable to common stockholders, diluted (in shares) | $ (0.86) | $ (4.13) | $ (2.80) | $ (11.45) | ||
Net loss per share attributable to common stockholders, basic (in shares) | $ (0.86) | $ (4.13) | $ (2.80) | $ (11.45) |
Net Loss Per Share - Antidiluti
Net Loss Per Share - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 11,068,175 | 21,832,990 | 11,068,175 | 21,832,990 |
Series A and B redeemable convertible preferred stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 0 | 19,517,988 | 0 | 19,517,988 |
Stock options to purchase common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 8,779,368 | 1,815,431 | 8,779,368 | 1,815,431 |
Unvested early exercised options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 288,807 | 499,571 | 288,807 | 499,571 |
Contingent earnout common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 2,000,000 | 0 | 2,000,000 | 0 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
May 21, 2021 | Jun. 30, 2022 | Jun. 03, 2021 | |
Long-Term Purchase Commitment [Line Items] | |||
Total undiscounted lease payments | $ 60,373 | $ 46,000 | |
Operating lease, term of contract | 11 years | ||
Annual maintenance payments | 100 | ||
BlueRock | Research and Development Arrangement | |||
Long-Term Purchase Commitment [Line Items] | |||
Long-term purchase commitment amount | 1,700 | ||
BlueRock | Collaborative Arrangement, Transaction with Party to Collaborative Arrangement | |||
Long-Term Purchase Commitment [Line Items] | |||
Term of agreement (in years) | 3 years | ||
Expected costs and expenses incurred | $ 10,000 | ||
cGMP Facility | |||
Long-Term Purchase Commitment [Line Items] | |||
Construction costs | 17,900 | ||
Long-term purchase commitment amount | $ 35,500 |
Related Parties (Details)
Related Parties (Details) $ / shares in Units, $ in Thousands | Jun. 08, 2022 $ / shares shares | May 21, 2021 USD ($) | Jun. 30, 2022 tradingDay shares | May 19, 2022 USD ($) | Dec. 31, 2021 tradingDay shares |
Related Party Transaction [Line Items] | |||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | |||
Common stock, shares issued (in shares) | 43,368,270 | 2,972,409 | |||
Redeemable convertible preferred stock, shares issued (in shares) | 0 | 19,517,988 | |||
Number of seats on the board of directors | tradingDay | 7 | 7 | |||
May 2022 Note | |||||
Related Party Transaction [Line Items] | |||||
Principal amount of unsecured convertible promissory note | $ | $ 5,200 | ||||
Series A | |||||
Related Party Transaction [Line Items] | |||||
Redeemable convertible preferred stock, shares issued (in shares) | 6,888,563 | ||||
Series B | |||||
Related Party Transaction [Line Items] | |||||
Redeemable convertible preferred stock, shares issued (in shares) | 12,629,425 | ||||
Common Class A | |||||
Related Party Transaction [Line Items] | |||||
Common stock issued after cancellation of unsecured convertible promissory note (in shares) | 517,500 | ||||
Common stock share price (in dollars per share) | $ / shares | $ 10 | ||||
NEA | |||||
Related Party Transaction [Line Items] | |||||
Common stock, shares issued (in shares) | 4,429,725 | 0 | |||
Number of seats on the board of directors | tradingDay | 1 | 1 | |||
NEA | Series A | |||||
Related Party Transaction [Line Items] | |||||
Redeemable convertible preferred stock, shares issued (in shares) | 0 | 2,642,934 | |||
NEA | Series B | |||||
Related Party Transaction [Line Items] | |||||
Redeemable convertible preferred stock, shares issued (in shares) | 0 | 536,791 | |||
BlueRock | Collaborative Arrangement, Transaction with Party to Collaborative Arrangement | |||||
Related Party Transaction [Line Items] | |||||
Expected costs and expenses incurred | $ | $ 10,000 | ||||
Term of agreement (in years) | 3 years | ||||
Bayer | |||||
Related Party Transaction [Line Items] | |||||
Common stock, shares issued (in shares) | 5,878,488 | ||||
Number of seats on the board of directors | tradingDay | 1 | ||||
Bayer | Series B | |||||
Related Party Transaction [Line Items] | |||||
Redeemable convertible preferred stock, shares issued (in shares) | 5,360,988 |