Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 15, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 Public Float | $ 74.5 | ||
Entity Common Stock, Shares Outstanding | 44,168,034 | ||
Documents Incorporated by Reference | Portions of the registrant’s Definitive Proxy Statement relating to its 2023 Annual Meeting of Stockholders (the “Proxy Statement”), which the registrant intends to file pursuant to Regulation 14A with the Securities and Exchange Commission (the “SEC”) not later than 120 days after the registrant’s fiscal year end of December 31, 2022, are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. | ||
Entity Central Index Key | 0001854270 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Name | KPMG LLP |
Auditor Location | San Francisco, CA, |
Auditor Firm ID | 185 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 57,621,000 | $ 56,034,000 |
Accounts receivable | 626,000 | 483,000 |
Short-term investments | 40,942,000 | 0 |
Prepaid expenses and other current assets | 3,390,000 | 3,676,000 |
Total current assets | 102,579,000 | 60,193,000 |
Restricted cash | 3,366,000 | 3,257,000 |
Property and equipment, net | 56,136,000 | 12,368,000 |
Operating lease right-of-use assets | 18,418,000 | 20,708,000 |
Other long-term assets | 293,000 | 176,000 |
Total assets | 180,792,000 | 96,702,000 |
Liabilities and Stockholders’ Equity (Deficit) | ||
Accounts payable | 2,267,000 | 5,187,000 |
Early exercise liability, current portion | 135,000 | 626,000 |
Deferred revenue | 799,000 | 1,656,000 |
Accrued expenses and other current liabilities | 12,864,000 | 5,331,000 |
Operating lease liabilities | 1,988,000 | 1,743,000 |
Total current liabilities | 18,053,000 | 14,543,000 |
Operating lease liabilities, net of current portion | 35,103,000 | 20,988,000 |
Contingent earnout liability | 227,000 | 0 |
Early exercise liability, net of current portion | 146,000 | 619,000 |
Deferred revenue, net of current portion | 0 | 176,000 |
Total liabilities | 53,529,000 | 36,326,000 |
Commitments and contingencies (Note 14) | ||
Redeemable convertible preferred stock (A and B), $0.0001 par value; zero and 19,517,990 shares authorized at December 31, 2022 and December 31, 2021; zero and 19,517,988 shares issued and outstanding at December 31, 2022 and December 31, 2021; aggregate liquidation preference of zero and $163.8 million at December 31, 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 December 31, 2022 and December 31, 2021; zero and zero shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively | 0 | 0 |
Common stock, $0.0001 par value; 500,000,000 and 27,006,600 shares authorized at December 31, 2022 and December 31, 2021; 44,062,534 and 2,972,409 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively | 4,000 | 0 |
Additional paid-in capital | 300,544,000 | 3,619,000 |
Other comprehensive income | 1,000 | 0 |
Accumulated deficit | (173,286,000) | (115,076,000) |
Total stockholders’ equity (deficit) | 127,263,000 | (111,457,000) |
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit) | $ 180,792,000 | $ 96,702,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 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) | 44,062,534 | 2,972,409 |
Common stock, shares outstanding (in shares) | 44,062,534 | 2,972,409 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue | ||
Contract revenue | $ 3,286 | $ 2,291 |
Grant income | 1,000 | 470 |
Total revenue | 4,286 | 2,761 |
Operating expenses | ||
Research and development | 34,067 | 21,957 |
General and administrative | 40,848 | 21,250 |
Total operating expenses | 74,915 | 43,207 |
Loss from operations | (70,629) | (40,446) |
Other income (expense) | ||
Interest income, net | 1,701 | 11 |
Change in fair value of contingent earnout liability | 9,461 | 0 |
Gain on extinguishment of convertible notes | 1,289 | 0 |
Change in preferred stock tranche liability | 0 | (14,742) |
Loss on impairment of fixed assets | 0 | (22) |
Other income (expense) | (32) | (120) |
Total other income (expense), net | 12,419 | (14,873) |
Net loss | (58,210) | (55,319) |
Other comprehensive loss | ||
Unrealized gain on investments | 1 | 0 |
Comprehensive loss | $ (58,209) | $ (55,319) |
Net loss per share, diluted (in dollars per share) | $ (2.23) | $ (19) |
Net loss per share, basic (in dollars per share) | $ (2.23) | $ (19) |
Weighted-average shares outstanding, diluted (in shares) | 26,110,785 | 2,912,275 |
Weighted-average shares outstanding, basic (in shares) | 26,110,785 | 2,912,275 |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) - USD ($) | Total | Common Stock | Other Comprehensive Income | 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, including extinguishment of preferred stock tranche liability, net of issuance costs (in shares) | 7,981,852 | ||||
Issuance of Series B redeemable convertible preferred stock, including extinguishment of preferred stock tranche liability, net of issuance costs | $ 82,171,000 | ||||
Ending balance (in shares) at Dec. 31, 2021 | 19,517,988 | ||||
Ending balance at Dec. 31, 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 | $ 0 | $ 1,044,000 | $ (59,757,000) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of common stock options (in shares) | 607,406 | ||||
Exercise of common stock options | 1,525,000 | 1,525,000 | |||
Early exercise of common stock options (in shares) | (512,670) | ||||
Early exercise of common stock options | (1,329,000) | (1,329,000) | |||
Vesting of early exercise of common stock options (in shares) | 39,297 | ||||
Vesting of early exercise of common stock options | 84,000 | 84,000 | |||
Stock-based compensation expense | 2,295,000 | 2,295,000 | |||
Net loss | $ (55,319,000) | (55,319,000) | |||
Ending balance (in shares) at Dec. 31, 2021 | 2,972,409 | 2,972,409 | |||
Ending balance at Dec. 31, 2021 | $ (111,457,000) | $ 0 | 0 | 3,619,000 | (115,076,000) |
Temporary Equity [Abstract] | |||||
Conversion of redeemable convertible preferred stock into common stock in connection with the Reverse Recapitalization, net of transaction cost (in shares) | (19,517,988) | ||||
Conversion of redeemable convertible preferred stock into common stock in connection with the Reverse Recapitalization, net of transaction cost | $ (171,833,000) | ||||
Ending balance (in shares) at Dec. 31, 2022 | 0 | ||||
Ending balance at Dec. 31, 2022 | $ 0 | ||||
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 cost | 171,835,000 | $ 2,000 | 171,833,000 | ||
Issuance of common stock upon Reverse Recapitalization, net of transaction costs (in shares) | 19,975,963 | ||||
Issuance of common stock upon Reverse Recapitalization, net of transaction costs | 111,959,000 | $ 2,000 | 111,957,000 | ||
Contingent earnout liability recognized upon closing of the Reverse Recapitalization | $ (9,688,000) | (9,688,000) | |||
Exercise of common stock options (in shares) | 199,839 | 199,839 | |||
Exercise of common stock options | $ 496,000 | 496,000 | |||
Cancellation and exchange of convertible note in connection with PIPE financing (in shares) | 517,500 | ||||
Cancellation and exchange of convertible note in connection with PIPE financing | 5,184,000 | 5,184,000 | |||
Gain recognized on fair value of embedded derivative on SPAC merger date | (1,289,000) | (1,289,000) | |||
Vesting of early exercise of common stock options (in shares) | 367,878 | ||||
Vesting of early exercise of common stock options | 965,000 | 965,000 | |||
Common Stock Purchase Agreement settled in common stock, net of fees (in shares) | 400,000 | ||||
Common Stock Purchase Agreement settled in common stock, net of fees | 924,000 | 924,000 | |||
Issuance of common stock under Employee Stock Purchase Plan (ESPP) (in shares) | 110,957 | ||||
Issuance of common stock under Employee Stock Purchase Plan (ESPP) | 151,000 | 151,000 | |||
Stock-based compensation expense | 16,392,000 | 16,392,000 | |||
Unrealized gain on investments | 1,000 | 1,000 | 0 | ||
Net loss | $ (58,210,000) | (58,210,000) | |||
Ending balance (in shares) at Dec. 31, 2022 | 44,062,534 | 44,062,534 | |||
Ending balance at Dec. 31, 2022 | $ 127,263,000 | $ 4,000 | $ 1,000 | $ 300,544,000 | $ (173,286,000) |
Consolidated Statements of Re_2
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Issuance costs | $ 6 |
Preferred Stock Tranche Liability | |
Additional issuance of preferred stock tranche liability | $ 15,200 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (58,210) | $ (55,319) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 1,398 | 769 |
Amortization of operating lease right-of-use assets | 2,522 | 2,241 |
Accretion of discount on short-term investments | (356) | 0 |
Gain on extinguishment of convertible notes | (1,289) | 0 |
Change in fair value of contingent earnout liability | (9,461) | 0 |
Change in preferred stock tranche liability | 0 | 14,742 |
Stock-based compensation expense | 16,392 | 2,295 |
Loss on write-off of fixed assets | 12 | 22 |
Interest income accrued and not received | (12) | 0 |
Issuance of common stock for Common Stock Purchase Agreement fee | 196 | 0 |
Other non-cash charges | 8 | 0 |
Changes in assets and liabilities: | ||
Accounts receivable | (131) | (395) |
Prepaid expenses and other current assets | (1,302) | (1,642) |
Accounts payable | 186 | (617) |
Accrued expenses and other current liabilities | 2,055 | 2,574 |
Deferred revenue | (1,033) | 1,832 |
Operating lease liabilities | 14,129 | (1,137) |
Net cash from operating activities | (34,896) | (34,635) |
Cash flows from investing activities | ||
Purchases of short-term investments | (40,585) | 0 |
Purchases of property and equipment | (41,374) | (5,543) |
Net cash from investing activities | (81,959) | (5,543) |
Cash flows from financing activities | ||
Proceeds from Merger and related PIPE financing, net of transaction costs | 111,976 | (17) |
Proceeds from issuance of common stock upon exercise of stock options | 521 | 1,500 |
Proceeds from issuance of common stock under Common Stock Purchase Agreement | 728 | 0 |
Proceeds from issuance of common stock under Employee Stock Purchase Plan (ESPP) | 151 | 0 |
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 |
Net cash from financing activities | 118,551 | 68,435 |
Net (decrease) increase in cash and cash equivalents | 1,696 | 28,257 |
Cash, cash equivalents, and restricted cash, beginning of period | 59,291 | 31,034 |
Cash, cash equivalents, and restricted cash, end of period | 60,987 | 59,291 |
Reconciliation of cash, cash equivalents and restricted cash | ||
Cash and cash equivalents | 57,621 | 56,034 |
Restricted cash | 3,366 | 3,257 |
Total cash, cash equivalents and restricted cash | 60,987 | 59,291 |
Supplemental disclosures of noncash financing and investing items | ||
Purchases of property and equipment in accounts payable and accrued expenses and other current liabilities | 8,153 | 4,439 |
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 and other current liabilities | 0 | 1,429 |
Receivables in transit from issuance of common stock upon exercise of stock options | $ 0 | $ 25 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 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 has built a synthetic biology platform that enables it to program next-generation cell and gene therapies with what the Company refers 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 These consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) assuming the Company will continue as a going concern. The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The consolidated financial statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Company were unable to continue as a 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 raised aggregate gross proceeds of $298.8 million from the Merger and PIPE Financing, the issuance of shares of our redeemable convertible preferred stock, the issuance of convertible notes and, to a less extent, through collaboration agreements and governmental grants. At December 31, 2022 and December 31, 2021, the Company had an accumulated deficit of $173.3 million and $115.1 million, respectively. The Company’s net losses were $58.2 million and $55.3 million for the years months ended December 31, 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 December 31, 2022 and 2021, the Company had cash, cash equivalents, and short-term investments of $98.6 million and $56.0 million. As of March 22, 2023, the issuance date of the consolidated financial statements as of and for the year ended December 31, 2022, there is uncertainty about whether the Company’s combined cash, cash equivalents, and short-term investments will be sufficient to fund operations, including clinical trial expenses and capital expenditure requirements, beyond twelve months from the issuance date of these financial statements and therefore the Company concluded that substantial doubt existed about the Company’s ability to continue as a going concern. The Company’s continued existence is dependent upon management’s ability to raise capital and 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 | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying 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 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. The Company has 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 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 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, the valuation of stock-based compensation expense, 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. Concentration of Credit Risk Financial instruments that potentially subject the Company to a significant concentration of credit risk consist of cash, cash equivalents, and short-term investments that are maintained in checking and money market accounts at one financial institution, which at times, may exceed federally insured limits. The Company’s short-term investments, if any, are limited to certain types of debt securities issued by the U.S. government, its agencies, and institutions with investment-grade credit ratings, and places restrictions on maturities and concentration by type and issuer. As of December 31, 2022 and 2021 , the Company has not experienced any credit losses in such accounts or investments. Cash, Cash Equivalents, and Restricted Cash Cash equivalents consist of amounts deposited in money market funds and securities with original maturity dates of three months or less, which are stated at fair value. The Company’s restricted cash consists of cash deposited with a financial institution as collateral for a letter of credit required under the Company’s headquarters and research facility leases as well as employee contributions collected under employee stock purchase plan. The restricted cash is presented separately from cash and cash equivalents and classified as non-current on the consolidated balance sheets, as the Company expects the cash to remain restricted for a period greater than one year. The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets that total to the amounts shown in the consolidated statements of cash flows for the Company: December 31, 2022 2021 Cash and cash equivalents $ 57,621 $ 56,034 Restricted cash 3,366 3,257 Total $ 60,987 $ 59,291 Short-term Investments Investments in marketable securities with original maturities less than 12 months from the balance sheet date, if any, are classified as short-term investments. Investments with original maturities of greater than 12 months from the balance sheet date, if any, are classified as long-term. The Company classifies all of its investments as available-for-sale and records such assets at estimated fair value in the consolidated balance sheets, with unrealized gains and losses, if any, reported as a component of other comprehensive loss within the consolidated statement of operations and comprehensive loss, and as a separate component of stockholders’ equity. These investments consist of corporate debt securities, U.S. Government securities, asset-based securities, and commercial paper, which are subject to minimal credit and market risk. The Company uses the specific identification method to determine the amount of realized gains or losses on sales of marketable securities. Realized gains and losses on sales of securities and declines in the fair value of securities judged to be other than temporary are included in other income or expense. Unrealized gains and losses are included in other comprehensive loss. Interest on available-for-sale securities is included in interest income in the consolidated statements of operations and comprehensive loss. Fair Value Measurements Certain assets and liabilities of the Company are carried at fair value under U.S. GAAP. Fair value is defined as the exchange price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows: • Level 1 – Quoted prices in active markets for identical assets or liabilities. • Level 2 – Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3 – Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies, and similar techniques. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The estimated fair values of the Company’s cash and cash equivalents, restricted cash, trade, and other receivables and accounts payable approximate their carrying values given their short-term nature. The Company’s preferred stock tranche liability were carried at fair value from the date of issuance through their extinguishment in May 2021, and were determined using Level 3 inputs in the fair value hierarchy described above. Property and Equipment, Net Property and equipment, net is stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, which are as follows: Small equipment 2 years Computer equipment and software 3 years Laboratory equipment 5-7 years Furniture and fixtures 5-7 years Leasehold improvements Shorter of the lease term and the useful life The Company capitalizes certain costs incurred during the construction phase of a project or asset into construction-in-progress. Once the construction is complete and the asset is placed into service, the Company transfers its carrying value into the appropriate fixed asset category and begins depreciating the value over its useful life. When assets are retired or disposed of, any resulting gain or loss is included in net loss. Expenditures for maintenance and repairs are expensed as incurred. Impairment of Long-Lived Assets The Company evaluates its long-lived assets, such as property and equipment, net, for impairment whenever events or changes in circumstances indicate that the carrying value of assets may not be recoverable. Recoverability of these assets is measured by comparing their carrying value to the future net undiscounted cash flows the assets are expected to generate over their remaining economic life. If such assets are considered to be impaired, the amount of any impairment is measured as the difference between their carrying value and their fair value. If the useful life is shorter than originally estimated, the Company amortizes the remaining carrying value over the revised shorter useful life. Leases The Company determines if an arrangement is or contains a lease at inception. Operating leases are recorded on the consolidated balance sheets with right-of-use assets (“ROU”) representing the Company’s right to use an underlying asset for the lease term and lease liabilities representing the Company’s obligation to make lease payments. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Operating lease ROU assets also include the effect of any lease payments made prior to or on lease commencement and excludes lease incentives and initial direct costs incurred, as applicable. As the implicit rate in the Company’s leases is typically unknown, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future lease payments. The Company gives consideration to its credit risk, the term of the lease, and total lease payments and adjusts for the impacts of collateral as necessary when calculating its incremental borrowing rates. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term. Variable lease payments are recorded as an expense in the period incurred. The Company has elected to not separate lease and non-lease components for any leases within its existing classes of assets and, as a result, accounts for any lease and non-lease components as a single lease component. The Company has also elected not to apply the recognition requirement for leases with a term of 12 months or less. Revenue Recognition Contract Revenue Revenue is recognized when a customer obtains control of promised goods or services. The Company applies the following five steps to recognize revenue: (i) identify the contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to performance obligations in the contract; and (v) recognize revenue when (or as) the performance obligations are satisfied. A performance obligation is defined as a promise to transfer a product or a service to a customer that is distinct. A product or a service is distinct if both (i) the customer can benefit from the product or the service either on its own or together with other resources that are readily available to the customer and (ii) the Company’s promise to transfer the product or the service to the customer is separately identifiable from other promises in the contract. Each distinct promise to transfer a product or a service is a unit of accounting for revenue recognition. If a promise to transfer a product or a service is not distinct from other promises in the contract, such promises should be combined into a single performance obligation. The assessment of each of these elements may require significant judgments. Arrangements that include rights to additional goods or services that are exercisable at a customer’s discretion are generally considered options. If these options provide a material right to the customer, they are considered performance obligations. The identification of material rights requires judgments related to the determination of the value of the underlying license relative to the option exercise price, including assumptions about technical feasibility and the probability of developing a candidate that would be subject to the option rights. The transaction price is the amount of consideration the Company is entitled to receive in exchange for the transfer of control of a product or a service to a customer. The Company’s agreements may include both fixed and variable consideration. Fixed payments are included in the transaction price, while variable consideration, such as milestone payments and fees for research services, are estimated and constrained (if required) at the inception of the contract and evaluated on a periodic basis thereafter. If a contract has multiple performance obligations, the Company allocates the transaction price to each distinct performance obligation based on the relative stand-alone selling price (“SSP”) of the performance obligation. The Company determines SSP at contract inception and at contract modification. Determining the SSP for performance obligations requires significant judgment. Changes in the key assumptions used to determine the SSP could have a significant effect on the allocation of arrangement consideration between multiple performance obligations. For each distinct performance obligation, revenue is recognized as the Company transfers control of the product or the service applicable to such performance obligations. In instances where the Company first receives consideration in advance of satisfying its performance obligation, the Company classifies such consideration as deferred revenue until the Company satisfies such performance obligations. In instances where the Company first satisfies its performance obligation prior to its receipt of consideration, the consideration is a contract asset recorded in prepaid expenses and other current assets on the consolidated balance sheets. Grant Income The Company receives government grants that reimburses the Company for certain allowable costs for funded projects. Grant income is recognized on a systematic basis over the period in which the Company recognizes qualified research and development costs that grant is intended to compensate and there is reasonable assurance that the Company will meet the terms and conditions of the grant. This income is recorded as grant income in the consolidated statements of operations and comprehensive loss. Grant payments received in excess of grant revenue earned are recognized as deferred revenue on the balance sheets, and grant income earned in excess of grant payments received is recognized as trade and other receivables on the consolidated balance sheets. Research and Development Research and development costs are expensed as incurred. Research and development costs consist of salaries and other personnel-related expenses, including associated stock-based compensation expense, lab supplies and services, in-license and technology costs, consulting and sponsored research fees, facility costs and depreciation expense. Nonrefundable advance payments for goods and services that will be used or received in future research and development activities are deferred and recognized as an expense in the period in which the related goods are delivered, or services are performed. The Company has acquired and may continue to acquire the rights to gene circuit or other technologies from third parties. The upfront payments to acquire a license, product, or rights, as well as any annual maintenance charges and future milestone payments, are immediately recognized as research and development expense provided that there is no alternative future use of the rights in other research and development projects. Deferred Offering Costs Deferred offering costs consists of incremental legal, accounting and other fees directly attributable to equity offerings. Deferred offering costs are capitalized within prepaid expenses and other current assets on the consolidated balance sheets and are offset against proceeds of the offering in the consolidated statements of redeemable convertible preferred stock and stockholders’ equity as a reduction of additional paid-in capital upon the completion of the equity offering. In the event the equity offering is terminated, all of the deferred offering costs are expensed within the Company’s consolidated statements of operations and comprehensive loss. For the years ended December 31, 2022 and 2021, the Company expensed zero and $2.2 million, respectively, of previously deferred offering costs related to the suspended Initial Public Offering (“IPO”) within general and administrative expense on the consolidated statement of operations and comprehensive loss. As of December 31, 2022 and 2021 , the Company recorded zero and $1.4 million, respectively, of deferred offering costs related to the SPAC merger. The amount was included in prepaid expenses and other current assets on the Consolidated Balance Sheet. Commitments and Contingencies The Company recognizes a liability with regard to loss contingencies when it believes it is probable a liability has occurred and the amount can be reasonably estimated. If some amount within a range of loss appears at the time to be a better estimate than any other amount within the range, the Company accrues that amount. When no amount within the range is a better estimate than any other amount, the Company accrues the minimum amount in the range. The Company has not recorded any such liabilities as of December 31, 2022 and 2021 . Accretion and Classification of Redeemable Convertible Preferred Stock The Company's redeemable convertible preferred stock was recorded based on proceeds received, net of the related preferred stock tranche liability and issuance costs, and is classified outside of stockholders' equity on the consolidated balance sheets because the holders of such shares have liquidation rights in the event of a deemed liquidation that, in certain situations, are not solely within the control of the Company and would require the redemption of the then-outstanding redeemable convertible preferred stock. The Company's Series A and Series B redeemable convertible preferred stock were subject to liquidation, dissolution, or winding up of the Company, either voluntary or involuntary. Refer to Note 8, Stockholders’ Equity (Deficit), for further details. Preferred Stock Tranche Liability The Company’s Series B redeemable convertible preferred stock included an obligation whereby the investors agreed to buy, and the Company agreed to sell additional shares at a fixed price in the event that certain agreed-upon milestones were achieved or at the election of investors. This obligation was determined to be a freestanding financial instrument that should be accounted for as a liability at fair value (Note 4). This preferred stock tranche liability was revalued at each reporting period through settlement with changes in the fair value recorded as a change in preferred stock tranche liability in the consolidated statements of operations and comprehensive loss. The fair value at settlement was reclassified to redeemable convertible preferred stock at such time. 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 Change in fair value of contingent earnout liability in the 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, and as of the date of the Merger were accounted for as stock-based compensation expense 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. Stock-Based Compensation Expense The Company recognizes stock-based compensation expense related to employees and non-employees based on the grant date fair value of the awards. For awards that vest solely based on continued service, stock-based compensation expense is recognized in the consolidated statements of operations using the straight-line method. For performance and market awards, stock-based compensation expense is recognized over the requisite service period using the accelerated attribution method. No compensation expense will be recognized for awards subject to performance conditions until it is probable that the performance condition will be met. The Company recognizes stock-based compensation expense related to purchase rights issued pursuant to its employee stock purchase plan on a straight-line basis over the offering period. The Company has allowed specified option holders to exercise unvested options. The options that are exercised prior to vesting continue to vest according to the respective option agreement, and such unvested shares are subject to repurchase by the Company at the option holder’s original exercise price in the event the option holder's service with the Company voluntarily or involuntarily terminates. The Company records proceeds from the early exercise of options as a current and long-term liability in the consolidated balance sheets, and reclassifies this liability to additional paid-in capital as the Company's repurchase right lapses. The shares purchased by the option holders pursuant to the early exercise of stock options are not deemed, for accounting purposes, to be outstanding until those shares have vested. Net Loss Per Share The Company follows the two-class method when computing net loss per share as the Company has issued shares that meet the definition of participating securities. The two-class method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires loss available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to share in undistributed earnings as if all loss for the period had been distributed. Basic net loss per share attributable to common stockholders is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted net loss per share attributable to common stockholders is computed by adjusting net loss attributable to common stockholders for an allocation of the undistributed earnings and dividing it by the weighted-average number of common shares outstanding for the period, including potential dilutive common shares. For purposes of this calculation, the Company's outstanding stock options, redeemable convertible preferred stock, and potential issuance of redeemable convertible preferred stock under existing preferred stock tranches, are considered potential dilutive common shares. The Company's participating securities contractually entitle the holders of such securities to participate in dividends but do not contractually require the holders of such securities to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss, such losses are not allocated to such participating securities. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the consolidated statement of operations in the period that includes the enactment date. The Company recognizes net deferred tax assets to the extent that the Company believes these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If management determines that the Company would be able to realize its deferred tax assets in the future in excess of their net recorded amount, management would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions on the basis of a two-step process whereby (i) management determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, management recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits within income tax expense. Any accrued interest and penalties are included within the related tax liability. To date, there have been no interest charges or penalties related to unrecognized tax benefits. Recently Adopted Accounting Standards In November 2021, the FASB issued Accounting Standards Update (ASU) No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance, which requires business entities to provide certain disclosures when they have received government assistance and use a grant or contribution accounting model by analogy to other accounting guidance. The ASU was effective January 1, 2022, and had no material impact on the Company’s consolidated financial statements and related disclosures. In May 2021, the FASB issued ASU 2021-04 Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 370-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40); Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force), which clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. The ASU was effective January 1, 2022, and had no material impact on the Company’s consolidated financial statements and related disclosures. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The ASU was effective January 1, 2022, and had no material impact on the Company’s consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (Topic 740), which removes certain exceptions to the general principles in Topic 740 and improves consistent application of and simplifies GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The ASU was effective January 1, 2022, and had no material impact on the Company’s consolidated financial statements and related disclosures. Recent Accounting Standards |
Reverse Recapitalization
Reverse Recapitalization | 12 Months Ended |
Dec. 31, 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 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 2,000,000 additional shares of the Company’s common stock in the aggregate in two equal tranches of 1,000,000 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”), including S. Peter Lee, the father of Senti’s Chief Technology Officer. 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 was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Dynamics was treated as the acquired company for financial reporting purposes and Legacy Senti was treated as the acquiror. This determination was 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 raised $140.7 million in proceeds from the Merger and related PIPE Financing, including the Bayer convertible note cancellation and exchange. Transaction costs totaling $23.5 million consisting of banking, legal, and other professional fees were deducted from the funds raised, of which $4.8 million was incurred by the Company and the remainder by Dynamics. In addition, there were no unpaid transaction costs included in accounts payable and accrued expenses as of December 31, 2022. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Cash Equivalents, Restricted Cash and Short-term Investments The following tables summarize the estimated value of cash equivalents, restricted cash and short-term investments by category (in thousands): December 31, 2022 Amortized Cost Unrealized Gain Unrealized Loss Estimated Fair Value Cash and cash equivalents Restricted cash Short-term investments Level 1 Money market funds $ 45,412 $ — $ — $ 45,412 $ 42,046 $ 3,366 $ — Subtotal 45,412 — — 45,412 42,046 3,366 — Level 2 U.S. Treasury securities 14,866 4 (3) 14,867 — — 14,867 U.S. agency securities 5,938 — — 5,938 3,983 — 1,955 Commercial Paper 28,122 — — 28,122 5,994 — 22,128 Corporate debt securities 7,590 1 (1) 7,590 5,598 — 1,992 Subtotal 56,516 5 (4) 56,517 15,575 — 40,942 Total $ 101,928 $ 5 $ (4) $ 101,929 $ 57,621 $ 3,366 $ 40,942 December 31, 2021 Amortized Cost Unrealized Gain Unrealized Loss Estimated Fair Value Cash and cash equivalents Restricted cash Short-term investments Level 1 Money market funds $ 59,291 $ — $ — $ 59,291 $ 56,034 $ 3,257 $ — Total $ 59,291 $ — $ — $ 59,291 $ 56,034 $ 3,257 $ — 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. Contingent Earnout Liability 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) 9,461 Fair value as of December 31, 2022 $ (227) The fair value of the Contingent Earnout Liability is based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy. In determining the fair value of the Contingent Earnout Liability, the Company used a Monte Carlo simulation value model using a distribution of potential outcomes. 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. Refer to Note 8, Stockholders’ Equity (Deficit) , for further details of the Contingent Earnout. Preferred Stock Tranche Liability 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 $ — The subsequent fair values of the preferred stock tranche liability recognized in connection with the issuance of Series B redeemable convertible preferred stock 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. 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 $15.2 million value of the preferred stock tranche liability as of May 14, 2021 was determined using the current value method as both tranches were called by the Company and were extinguished. 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 extinguishment of the preferred stock tranche liability as of May 14, 2021 resulted in a gain of $14.7 million being recognized in the consolidated statement of operations and comprehensive loss. |
Other Financial Statement infor
Other Financial Statement information | 12 Months Ended |
Dec. 31, 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): December 31, 2022 2021 Prepaid expenses (including prepaid rent) $ 1,871 $ 798 Deposits 1,418 1,157 Reverse Recapitalization deferred offering costs — 1,446 Other 101 275 Total prepaid expenses and other current assets $ 3,390 $ 3,676 Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): December 31, 2022 2021 Lab equipment $ 8,265 $ 4,988 Leasehold improvements 1,869 431 Computer equipment and software 389 262 Furniture and fixtures 326 294 Construction in progress 48,273 8,048 Property and equipment at cost 59,122 14,023 Less: accumulated depreciation (2,986) (1,655) Property and equipment, net $ 56,136 $ 12,368 Depreciation totaled $1.4 million and $0.8 million for the years ended December 31, 2022 and 2021, respectively. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2022 2021 Accrued professional and service fees related to facility construction $ 7,342 $ 605 Accrued professional and service fees other 1,750 1,950 Accrued employee-related expenses 3,743 2,665 Other accrued expenses 29 111 Total accrued expenses and other current liabilities $ 12,864 $ 5,331 |
Operating Leases
Operating Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Operating Leases | Operating Leases The Company’s operating leases are primarily for its corporate headquarters located in South San Francisco, California (“HQ lease”) and for additional office and laboratory space located in Alameda, California (“Alameda lease”). 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 is 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: Years Ended December 31, 2022 2021 Operating lease cost $ 5,300 $ 3,793 Short-term lease cost 81 — Variable lease cost 730 725 Total lease cost $ 6,111 $ 4,518 Years Ended December 31, 2022 2021 Other information: Operating cash flows net inflows and (outflows) from operating lease $ 11,363 $ (2,669) ROU assets obtained in exchange for operating lease obligations (including remeasurement of ROU and lease liabilities due to changes in the timing of receipt of lease incentives) $ 231 $ 10,153 Weighted-average remaining lease term 8.2 years 7.8 years Weighted-average discount rate 9.1% 9.1% For the year ended December 31, 2022, the Company received $14.1 million of the $17.5 million tenant improvement allowance. As of December 31, 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 December 31, 2022, were as follows (in thousands): 2023 $ 6,272 2024 7,265 2025 7,489 2026 7,723 2027 5,780 Thereafter 24,449 Total undiscounted lease payments 58,978 Less imputed interest (18,543) Tenant improvement allowance remaining (3,344) Total lease liabilities $ 37,091 |
Convertible Note
Convertible Note | 12 Months Ended |
Dec. 31, 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 Merger 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 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. |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) | 12 Months Ended |
Dec. 31, 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 share and 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 December 31, 2022, no cash dividends have been declared or paid. At December 31, 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: December 31, 2022 2021 Series A and B redeemable convertible preferred stock — 19,517,988 Common Stock Purchase Agreement 8,327,049 — Common stock options issued and outstanding 9,875,675 2,291,838 Common stock shares available for future issuance under equity plans 2,948,472 717,617 Common stock shares available for future issuance under the 2022 Employee Stock Purchase Plan (the “ESPP”) 481,627 — Unvested early exercised common stock 105,500 473,373 Total 22,186,271 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 or 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 December 31, 2022. Common Stock Purchase Agreement On August 31, 2022, the Company entered into a Common Stock Purchase Agreement and a Registration Rights Agreement (collectively referred to as the “Purchase Agreement”) with Chardan Capital Markets LLC (“Chardan”). Pursuant to the Purchase Agreement, the Company has the right, in its sole discretion, to sell to Chardan up to the lesser of (i) $50.0 million of newly issued shares of the Company’s common stock, and (ii) the Exchange Cap (as defined below) (subject to certain conditions and limitations), from time to time during the 36-month term of the Purchase Agreement. Under the applicable NASDAQ rules, the Company may not issue to Chardan under the Purchase Agreement more than 8,727,049 shares of common stock, which number of shares is equal to 19.99% of the common shares outstanding immediately prior to the execution of the Purchase Agreement unless certain exceptions are met (the “Exchange Cap”). The purchase price of the shares of common stock will be determined by reference to the Volume Weighted Average Price (“VWAP”) of the common stock during the applicable purchase date, less a fixed 3% discount to such VWAP. However, the total shares to be purchased on any day may not exceed 20% of the trading volume, and the total purchase price on any day may not exceed $3.0 million. As consideration for Chardan’s commitment to purchase shares of common stock at the Company’s direction upon the terms and subject to the conditions set forth in the Purchase Agreement, the Company issued 100,000 shares of its common stock to Chardan and paid a $0.4 million document preparation fee, upon execution of the Purchase Agreement. The Company recognized an expense of $0.7 million within general and administrative expenses in the Company’s Consolidated Statements of Operations and Comprehensive Loss for the Chardan related costs and legal fees incurred in connection with the agreement. Other than the issuance of the commitment shares of the Company’s common stock to Chardan, the Company issued 300,000 Class A common stock as of December 31, 2022 aggregating to net proceeds of $0.7 million under the Common Stock Purchase Agreement. Contingent Earnout Equity Following the closing of the Merger, 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 expense and recorded as an expense, as there was no remaining service period. The Contingent Earnout Liability was remeasured to fair value as of December 31, 2022, resulting in the recording of a non-cash gain of $9.5 million for the year ended December 31, 2022, classified within change in fair value of contingent earnout liability in the consolidated statements of operations and comprehensive loss. Assumptions used in the valuation are described below: June 08, 2022 December 31, 2022 Current stock price $ 7.51 $ 1.41 Expected share price volatility 81.0% 85.0% Risk-free interest rate 2.94% 4.32% Estimated dividend yield 0.0% 0.0% Expected term (years) 3.0 2.4 |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 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 expected to complete the research program over a two-year period. In December 2022, the Company amended the research collaboration and license agreement to allow for an increase in budget and a two-month extension of the research program. As there were no changes to performance obligations and the services to be provided are not distinct from those already transferred, the transactions was accounted for as a contract modification and a cumulative catch-up of $(0.7) million was recognized in December 2022. As of December 31, 2022, there is a total of $0.8 million remaining of the upfront payment to be recognized over the remaining period of the research program. 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 years ended December 31, 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 zero, respectively. Contract asset balances related to unbilled revenue for our collaboration agreements were zero as of December 31, 2022 and 2021, and are presented within prepaid expenses and other current assets on the 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 years ended December 31, 2022, Customers A and B accounted for 77% and 23%, respectively, of revenue. During the years ended December 31, 2021, when excluding the $0.3 million contract asset reversal for Customer C, Customers A and B accounted for 84% and 16%, respectively, of revenue. All revenues were generated in the United States for the years ended December 31, 2022 and 2021. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation 2016 Stock Incentive Plan (as Amended and Restated) The Company’s 2016 Stock Incentive Plan (the “2016 Plan”) provides for the grant of incentive stock options, non-qualified stock options and restricted stock awards to employees, directors, and consultants of the Company. Following the Merger, the 2016 Plan was terminated. 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. 2022 Stock Incentive Plan On June 8, 2022, upon the Merger, the Company adopted a 2022 Stock Incentive Plan (the “2022 Plan”). The 2022 Plan provides for the grant of incentive stock options to employees, and for the grant of non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of awards to employees, directors and consultants. The exercise price of an options granted under the 2022 Plan shall not be less than the fair market value of a common stock share on the date of grant. With respect to a 10% stockholder, the exercise price of an option granted shall not be less than 110% of the fair value of the common stock share on the date of grant. Options granted under the 2022 Plan generally vest over four years and expire no later than ten years after the grant date. The Company initially reserved 2,492,735 shares of common stock for issuance under the 2022 Plan. On the first day 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 the last day of the preceding calendar year or such lesser number of shares as approved by the Company’s Board of Directors prior to the effective date of the annual increase. In addition, 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. As of December 31, 2022, the total number of shares of common stock available for issuance under the 2022 Plan is 1,568,781. 2022 Inducement Equity Plan On August 5, 2022, the Company adopted a 2022 Inducement Equity Plan (the “2022 Inducement Plan”). The 2022 Plan provides for the grant of non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of awards to persons not previously an employee of the Company and its affiliates. The exercise price of an options granted under the 2022 Inducement Plan shall not be less than the fair market value of a common stock share on the date of grant. Awards granted under the 2022 Inducement Plan expire no later than ten years after the grant date. The Company initially reserved 2,000,000 shares of common stock for issuance under the 2022 Inducement Plan. As of December 31, 2022, the total number of shares of common stock available for issuance under the 2022 Inducement Plan is 1,379,691. 2022 Employee Stock Purchase Plan On June 8, 2022, upon the Merger, the Company adopted a 2022 Employee Stock Purchase Plan (the “ESPP”). The ESPP allows eligible employees to purchase shares of the Company's common stock at a price equal to 85% of the lower of the fair market values of the stock on the first day of an offering or on the date of purchase. The Company’s ESPP operates with rolling offering periods, which are generally 24 months. The Company initially reserved 592,584 shares of common stock for issuance under the ESPP. On the first day of each year commencing January 1, 2023, the 2022 Plan will automatically increase by 1% of the outstanding number of shares of common stock of the Company on the last day of the preceding calendar year or such lesser number of shares as approved by the Company’s Board of Directors prior to the effective date of the annual increase. As of December 31, 2022, the total number of shares of common stock available for issuance under the ESPP is 481,627. Stock Options The following table summarizes the Company’s stock option activity and related information under all equity plans, 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 Granted 2,655,259 $ 2.09 Exercised (199,839) $ 2.49 Forfeited (555,832) $ 3.21 Outstanding at December 31, 2022 4,191,426 $ 3.18 9.1 $ 6 Vested and exercisable at December 31, 2022 770,429 $ 4.14 8.3 $ 6 The weighted-average grant date fair value of options granted during the years ended December 31, 2022 and 2021 were $1.47 and $4.91, respectively. The aggregate intrinsic value of options exercised during the years ended December 31, 2022 and 2021 were $0.3 million and $0.8 million, respectively. As of December 31, 2022 and 2021, the unrecognized stock-based compensation expense related to stock options was approximately $8.0 million and $9.2 million respectively, expected to be recognized over a weighted-average period of 2.7 years and 3.1 years respectively. Early Exercise of Stock Options into Restricted Stock For the years ended December 31, 2022 and 2021, the Company issued zero and 512,670 shares of common stock upon exercise of unvested stock options, respectively. As of December 31, 2022 and December 31, 2021, 105,500 and 473,373 shares were held by employees subject to repurchase at an aggregate price of $0.3 million and $1.2 million, respectively. Performance Awards In connection with the Merger, on December 19, 2021, 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 expense 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 the 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 Forfeited (1,427,573) $ 9.92 Outstanding at December 31, 2022 5,368,501 $ 9.92 9.0 $ — Vested and exercisable at December 31, 2022 270,308 $ 9.92 9.0 $ — The weighted-average grant date fair value of options granted during the year ended December 31, 2022 was $4.47. As of December 31, 2022, the unrecognized stock-based compensation expense related to performance awards was approximately $13.2 million, expected to be recognized over a weighted-average period of 1.9 years. 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 expense are contingent on the Merger being consummated. As of the approval date, 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 the 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. The weighted-average grant date fair value of options granted during the year ended December 31, 2022 was $3.77. As of December 31, 2022, the unrecognized stock-based compensation expense related to market awards was approximately $0.8 million, expected to be recognized over a weighted-average period of 1.3 years. Restricted Stock Units The following table summarizes the Company’s restricted stock units activity and related information under all equity plans: Number of Restricted Stock Units Weighted-Average Grant Date Fair Value Outstanding at December 31, 2021 — $ — Granted 447,948 $ 2.50 Vested — $ — Forfeited — $ — Outstanding at December 31, 2022 447,948 $ 2.50 As of December 31, 2022, the unrecognized stock-based compensation expense related to restricted stock units was approximately $1.0 million, expected to be recognized over a weighted-average period of 1.7 years. 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). The expected term for the ESPP purchase rights is the length of the purchase period. 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: Years Ended December 31, 2022 2021 Expected term (in years) 5.8 6.0 Expected volatility 78.8% 82.3% Risk-free interest rate 3.2% 0.9% Dividend yield — — The assumptions used to determine the per-share fair value of shares to be granted under the ESPP were as follows: Years Ended December 31, 2022 2021 Fair value per share $0.85 — Fair value per share of Common Stock $1.63 — Expected term (in years) 1.3 0 Expected volatility 88.2% — Risk-free interest rate 3.8% — Dividend yield — — Total stock-based compensation expense was as follows (in thousands): Years Ended December 31, 2022 2021 General and administrative $ 13,340 $ 1,940 Research and development 3,052 355 Total stock-based compensation expense $ 16,392 $ 2,295 |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Tax | Income Tax The Company did not record any income tax expense or benefit during the years ended December 31, 2022 and 2021. The Company has a net operating loss and has provided a valuation allowance against net deferred tax assets due to uncertainties regarding the Company’s ability to realize these assets. For the calendar years ended December 31, 2022 and 2021, the tax effects of significant items comprising the Company's deferred taxes are as follows: Years Ended December 31, 2022 2021 Deferred tax assets: Net operating losses $ 25,249 $ 23,104 Lease liability 7,789 6,350 Tax credits 6,053 4,915 Capitalized R&D Section 174 expense 5,131 — Stock-based compensation 683 28 Accruals and reserves 756 738 Fixed asset basis 259 — Other — 600 Total deferred tax assets 45,920 35,735 Deferred tax liabilities: Operating lease right-of-use assets (3,869) (5,789) Fixed asset basis — (236) Total deferred tax liabilities (3,869) (6,025) Valuation allowance (42,051) (29,710) Net deferred taxes $ — $ — The Company records the tax benefit of net operating losses, temporary differences, and credit carryforwards as assets to the extent that management assesses that realization is "more likely than not." Realization of the future tax benefits is dependent on the Company's ability to generate sufficient taxable income within the carryforward period. Because of the Company's recent history of operating losses, management believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits is currently not likely to be realized and, accordingly, has provided a valuation allowance. The valuation allowance increased by approximately $12.3 million and $10.7 million during years ended December 31, 2022 and 2021, respectively, and the Company’s deferred tax assets continue to be fully offset by the valuation allowance as at December 31, 2022. For the years ended December 31, 2022 and 2021, the Company did not record an income tax provision. Net operating losses and tax credit carryforwards as of December 31, 2022 are as follows (in thousands): Amount Expiration Years Net operating losses, federal (Post December 31, 2017) $ 96,781 Do Not Expire Net operating losses, federal (Pre January 1, 2018) $ 3,508 12/31/2031 Net operating losses, state $ 55,023 12/31/2032 Tax credits, federal $ 4,279 12/31/2032 Tax credits, state $ 4,125 Do Not Expire Net operating losses, foreign $ 1,149 Do Not Expire Utilization of the net operating loss carryforwards may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended, and similar state provisions. This annual limitation may result in the expiration of net operating losses and credits before utilization. The Company has not performed an analysis to determine the limitation of our net operating loss carryforwards. The effective tax rate of the Company's provision (benefit) for income taxes differs from the federal statutory rate as follows: Years Ended December 31, 2022 2021 Statutory rate 21.00% 21.00% State tax (0.13)% 2.98% Other (0.93)% (0.80)% Tax credits 1.21% 2.29% Fair value of series B preferred stock tranche obligation —% (5.60)% Fair value of contingent earnout liability 3.41% —% Valuation allowance (24.56)% (19.87)% Total —% —% The Company has elected to include interest and penalties as a component of tax expense. For the years ended December 31, 2022 and 2021, the Company did not recognize accrued interest and penalties related to unrecognized tax benefits. The Company does not anticipate that the amount of existing unrecognized tax benefits will significantly increase or decrease during the next 12 months. The Company files income tax returns in the U.S. federal and California tax jurisdictions. The federal and state income tax returns from inception to December 31, 2022 remain subject to examination. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 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: Years Ended December 31, 2022 2021 Net loss $ (58,210) $ (55,319) Weighted-average shares used in computing net loss per share, basic and diluted 26,110,785 2,912,275 Net loss per share attributable to common stockholders, basic and diluted $ (2.23) $ (19.00) 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): Years Ended December 31, 2022 2021 Series A and B redeemable convertible preferred stock — 19,517,988 Stock options to purchase common stock 9,875,675 1,815,431 Unvested early exercised options 105,500 499,571 Restricted stock units outstanding 447,948 — Contingent earnout common stock 2,000,000 — Total 12,429,123 21,832,990 |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Retirement Plan | Retirement Plan The Company maintains a defined contribution employee retirement plan, or 401(k) plan, for all employees upon their date of hire. The 401(k) plan is intended to qualify as tax-qualified plans under Section 401(k) of the Internal Revenue Code of 1986, as amended. The plan permit employees to contribute, on a pre-tax basis, a portion of their salary up to the Federally mandated limits. The Company matches an employee’s contribution up to 4% of the employee’s compensation. Contributions to the plans by the Company totaled $0.6 million and $0.3 million, respectively, for the years ended December 31, 2022 and 2021. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies In the ordinary course of business, the Company enters into contractual agreements with third parties that include non-cancelable payment obligations, for which the Company is 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. Refer to Note 6, Operating Leases , for further details of the leases. 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 December 31, 2022 the Company paid $35.5 million in construction costs of the $42.1 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. Refer to Note 15, Related Parties , for further details of the related parties. 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 December 31, 2022, purchase commitments related to sponsored research agreements amounted to approximately $1.3 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 December 31, 2022, the Company is unable to estimate the timing or likelihood of achieving these milestones or generating future product sales. In connection with the Merger, 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 8, 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. Indemnification |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 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 December 31, 2022, no shares of preferred stock remain outstanding. NEA NEA held 4,429,725 and zero shares of common stock as of December 31, 2022 and December 31, 2021, respectively. NEA held zero and 2,642,934 shares of outstanding Series A redeemable convertible preferred stock as of December 31, 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 December 31, 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, 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 December 31, 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 the Board of Directors of Legacy Senti. Bayer’s parent company is Bayer AG, which served as the lead investor in our Series B financing through its Leaps by Bayer unit. Accordingly, Bayer is considered a related party. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements 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 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. The Company has 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 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 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, the valuation of stock-based compensation expense, 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. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to a significant concentration of credit risk consist of cash, cash equivalents, and short-term investments that are maintained in checking and money market accounts at one financial institution, which at times, may exceed federally insured limits. The Company’s short-term investments, if any, are limited to certain types of debt securities issued by the U.S. government, its agencies, and institutions with investment-grade credit ratings, and places restrictions on maturities and concentration by type and issuer. As of December 31, 2022 and 2021 , the Company has not experienced any credit losses in such accounts or investments. |
Cash and Cash Equivalents | Cash equivalents consist of amounts deposited in money market funds and securities with original maturity dates of three months or less, which are stated at fair value. |
Restricted Cash | The Company’s restricted cash consists of cash deposited with a financial institution as collateral for a letter of credit required under the Company’s headquarters and research facility leases as well as employee contributions collected under employee stock purchase plan. The restricted cash is presented separately from cash and cash equivalents and classified as non-current on the consolidated balance sheets, as the Company expects the cash to remain restricted for a period greater than one year. |
Short-term Investments | Short-term Investments Investments in marketable securities with original maturities less than 12 months from the balance sheet date, if any, are classified as short-term investments. Investments with original maturities of greater than 12 months from the balance sheet date, if any, are classified as long-term. The Company classifies all of its investments as available-for-sale and records such assets at estimated fair value in the consolidated balance sheets, with unrealized gains and losses, if any, reported as a component of other comprehensive loss within the consolidated statement of operations and comprehensive loss, and as a separate component of stockholders’ equity. These investments consist of corporate debt securities, U.S. Government securities, asset-based securities, and commercial paper, which are subject to minimal credit and market risk. The Company uses the specific identification method to determine the amount of realized gains or losses on sales of marketable securities. Realized gains and losses on sales of securities and declines in the fair value of securities judged to be other than temporary are included in other income or expense. Unrealized gains and losses are included in other comprehensive loss. Interest on available-for-sale securities is included in interest income in the consolidated statements of operations and comprehensive loss. |
Fair Value Measurements | Fair Value Measurements Certain assets and liabilities of the Company are carried at fair value under U.S. GAAP. Fair value is defined as the exchange price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows: • Level 1 – Quoted prices in active markets for identical assets or liabilities. • Level 2 – Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3 – Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies, and similar techniques. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The estimated fair values of the Company’s cash and cash equivalents, restricted cash, trade, and other receivables and accounts payable approximate their carrying values given their short-term nature. The Company’s preferred stock tranche liability were carried at fair value from the date of issuance through their extinguishment in May 2021, and were determined using Level 3 inputs in the fair value hierarchy described above. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net is stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, which are as follows: Small equipment 2 years Computer equipment and software 3 years Laboratory equipment 5-7 years Furniture and fixtures 5-7 years Leasehold improvements Shorter of the lease term and the useful life The Company capitalizes certain costs incurred during the construction phase of a project or asset into construction-in-progress. Once the construction is complete and the asset is placed into service, the Company transfers its carrying value into the appropriate fixed asset category and begins depreciating the value over its useful life. |
Impairment of Long-Lived Assets | Impairment of Long-Lived AssetsThe Company evaluates its long-lived assets, such as property and equipment, net, for impairment whenever events or changes in circumstances indicate that the carrying value of assets may not be recoverable. Recoverability of these assets is measured by comparing their carrying value to the future net undiscounted cash flows the assets are expected to generate over their remaining economic life. If such assets are considered to be impaired, the amount of any impairment is measured as the difference between their carrying value and their fair value. If the useful life is shorter than originally estimated, the Company amortizes the remaining carrying value over the revised shorter useful life. |
Leases | Leases The Company determines if an arrangement is or contains a lease at inception. Operating leases are recorded on the consolidated balance sheets with right-of-use assets (“ROU”) representing the Company’s right to use an underlying asset for the lease term and lease liabilities representing the Company’s obligation to make lease payments. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Operating lease ROU assets also include the effect of any lease payments made prior to or on lease commencement and excludes lease incentives and initial direct costs incurred, as applicable. As the implicit rate in the Company’s leases is typically unknown, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future lease payments. The Company gives consideration to its credit risk, the term of the lease, and total lease payments and adjusts for the impacts of collateral as necessary when calculating its incremental borrowing rates. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term. Variable lease payments are recorded as an expense in the period incurred. The Company has elected to not separate lease and non-lease components for any leases within its existing classes of assets and, as a result, accounts for any lease and non-lease components as a single lease component. The Company has also elected not to apply the recognition requirement for leases with a term of 12 months or less. |
Revenue Recognition | Revenue Recognition Contract Revenue Revenue is recognized when a customer obtains control of promised goods or services. The Company applies the following five steps to recognize revenue: (i) identify the contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to performance obligations in the contract; and (v) recognize revenue when (or as) the performance obligations are satisfied. A performance obligation is defined as a promise to transfer a product or a service to a customer that is distinct. A product or a service is distinct if both (i) the customer can benefit from the product or the service either on its own or together with other resources that are readily available to the customer and (ii) the Company’s promise to transfer the product or the service to the customer is separately identifiable from other promises in the contract. Each distinct promise to transfer a product or a service is a unit of accounting for revenue recognition. If a promise to transfer a product or a service is not distinct from other promises in the contract, such promises should be combined into a single performance obligation. The assessment of each of these elements may require significant judgments. Arrangements that include rights to additional goods or services that are exercisable at a customer’s discretion are generally considered options. If these options provide a material right to the customer, they are considered performance obligations. The identification of material rights requires judgments related to the determination of the value of the underlying license relative to the option exercise price, including assumptions about technical feasibility and the probability of developing a candidate that would be subject to the option rights. The transaction price is the amount of consideration the Company is entitled to receive in exchange for the transfer of control of a product or a service to a customer. The Company’s agreements may include both fixed and variable consideration. Fixed payments are included in the transaction price, while variable consideration, such as milestone payments and fees for research services, are estimated and constrained (if required) at the inception of the contract and evaluated on a periodic basis thereafter. If a contract has multiple performance obligations, the Company allocates the transaction price to each distinct performance obligation based on the relative stand-alone selling price (“SSP”) of the performance obligation. The Company determines SSP at contract inception and at contract modification. Determining the SSP for performance obligations requires significant judgment. Changes in the key assumptions used to determine the SSP could have a significant effect on the allocation of arrangement consideration between multiple performance obligations. For each distinct performance obligation, revenue is recognized as the Company transfers control of the product or the service applicable to such performance obligations. In instances where the Company first receives consideration in advance of satisfying its performance obligation, the Company classifies such consideration as deferred revenue until the Company satisfies such performance obligations. In instances where the Company first satisfies its performance obligation prior to its receipt of consideration, the consideration is a contract asset recorded in prepaid expenses and other current assets on the consolidated balance sheets. Grant Income The Company receives government grants that reimburses the Company for certain allowable costs for funded projects. Grant income is recognized on a systematic basis over the period in which the Company recognizes qualified research and development costs that grant is intended to compensate and there is reasonable assurance that the Company will meet the terms and conditions of the grant. This income is recorded as grant income in the consolidated statements of operations and comprehensive loss. Grant payments received in excess of grant revenue earned are recognized as deferred revenue on the balance sheets, and grant income earned in excess of grant payments received is recognized as trade and other receivables on the consolidated balance sheets. |
Research and Development | Research and Development Research and development costs are expensed as incurred. Research and development costs consist of salaries and other personnel-related expenses, including associated stock-based compensation expense, lab supplies and services, in-license and technology costs, consulting and sponsored research fees, facility costs and depreciation expense. Nonrefundable advance payments for goods and services that will be used or received in future research and development activities are deferred and recognized as an expense in the period in which the related goods are delivered, or services are performed. The Company has acquired and may continue to acquire the rights to gene circuit or other technologies from third parties. The upfront payments to acquire a license, product, or rights, as well as any annual maintenance charges and future milestone payments, are immediately recognized as research and development expense provided that there is no alternative future use of the rights in other research and development projects. |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs consists of incremental legal, accounting and other fees directly attributable to equity offerings. Deferred offering costs are capitalized within prepaid expenses and other current assets on the consolidated balance sheets and are offset against proceeds of the offering in the consolidated statements of redeemable convertible preferred stock and stockholders’ equity as a reduction of additional paid-in capital upon the completion of the equity offering. In the event the equity offering is terminated, all of the deferred offering costs are expensed within the Company’s consolidated statements of operations and comprehensive loss. For the years ended December 31, 2022 and 2021, the Company expensed zero and $2.2 million, respectively, of previously deferred offering costs related to the suspended Initial Public Offering (“IPO”) within general and administrative expense on the consolidated statement of operations and comprehensive loss. As of December 31, 2022 and 2021 , the Company recorded zero and $1.4 million, respectively, of deferred offering costs related to the SPAC merger. The amount was included in prepaid expenses and other current assets on the Consolidated Balance Sheet. |
Commitments and Contingencies | Commitments and Contingencies The Company recognizes a liability with regard to loss contingencies when it believes it is probable a liability has occurred and the amount can be reasonably estimated. If some amount within a range of loss appears at the time to be a better estimate than any other amount within the range, the Company accrues that amount. When no amount within the range is a better estimate than any other amount, the Company accrues the minimum amount in the range. The Company has not recorded any such liabilities as of December 31, 2022 and 2021 . |
Accretion and Classification of Redeemable Convertible Preferred Stock And Preferred Stock Tranche Liability | Accretion and Classification of Redeemable Convertible Preferred Stock The Company's redeemable convertible preferred stock was recorded based on proceeds received, net of the related preferred stock tranche liability and issuance costs, and is classified outside of stockholders' equity on the consolidated balance sheets because the holders of such shares have liquidation rights in the event of a deemed liquidation that, in certain situations, are not solely within the control of the Company and would require the redemption of the then-outstanding redeemable convertible preferred stock. The Company's Series A and Series B redeemable convertible preferred stock were subject to liquidation, dissolution, or winding up of the Company, either voluntary or involuntary. Refer to Note 8, Stockholders’ Equity (Deficit), for further details. Preferred Stock Tranche Liability The Company’s Series B redeemable convertible preferred stock included an obligation whereby the investors agreed to buy, and the Company agreed to sell additional shares at a fixed price in the event that certain agreed-upon milestones were achieved or at the election of investors. This obligation was determined to be a freestanding financial instrument that should be accounted for as a liability at fair value (Note 4). This preferred stock tranche liability was revalued at each reporting period through settlement with changes in the fair value recorded as a change in preferred stock tranche liability in the consolidated statements of operations and comprehensive loss. The fair value at settlement was reclassified to redeemable convertible preferred stock at such time. |
Contingent Earnout Equity | 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 Change in fair value of contingent earnout liability in the 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, and as of the date of the Merger were accounted for as stock-based compensation expense 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. |
Stock-Based Compensation Expense | Stock-Based Compensation Expense The Company recognizes stock-based compensation expense related to employees and non-employees based on the grant date fair value of the awards. For awards that vest solely based on continued service, stock-based compensation expense is recognized in the consolidated statements of operations using the straight-line method. For performance and market awards, stock-based compensation expense is recognized over the requisite service period using the accelerated attribution method. No compensation expense will be recognized for awards subject to performance conditions until it is probable that the performance condition will be met. The Company recognizes stock-based compensation expense related to purchase rights issued pursuant to its employee stock purchase plan on a straight-line basis over the offering period. The Company has allowed specified option holders to exercise unvested options. The options that are exercised prior to vesting continue to vest according to the respective option agreement, and such unvested shares are subject to repurchase by the Company at the option holder’s original exercise price in the event the option holder's service with the Company voluntarily or involuntarily terminates. |
Net Loss Per Share | Net Loss Per Share The Company follows the two-class method when computing net loss per share as the Company has issued shares that meet the definition of participating securities. The two-class method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires loss available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to share in undistributed earnings as if all loss for the period had been distributed. Basic net loss per share attributable to common stockholders is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted net loss per share attributable to common stockholders is computed by adjusting net loss attributable to common stockholders for an allocation of the undistributed earnings and dividing it by the weighted-average number of common shares outstanding for the period, including potential dilutive common shares. For purposes of this calculation, the Company's outstanding stock options, redeemable convertible preferred stock, and potential issuance of redeemable convertible preferred stock under existing preferred stock tranches, are considered potential dilutive common shares. The Company's participating securities contractually entitle the holders of such securities to participate in dividends but do not contractually require the holders of such securities to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss, such losses are not allocated to such participating securities. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the consolidated statement of operations in the period that includes the enactment date. The Company recognizes net deferred tax assets to the extent that the Company believes these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If management determines that the Company would be able to realize its deferred tax assets in the future in excess of their net recorded amount, management would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions on the basis of a two-step process whereby (i) management determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, management recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits within income tax expense. Any accrued interest and penalties are included within the related tax liability. To date, there have been no interest charges or penalties related to unrecognized tax benefits. |
Recently Adopted Accounting Standards and Recent Accounting Standards | Recently Adopted Accounting Standards In November 2021, the FASB issued Accounting Standards Update (ASU) No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance, which requires business entities to provide certain disclosures when they have received government assistance and use a grant or contribution accounting model by analogy to other accounting guidance. The ASU was effective January 1, 2022, and had no material impact on the Company’s consolidated financial statements and related disclosures. In May 2021, the FASB issued ASU 2021-04 Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 370-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40); Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force), which clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. The ASU was effective January 1, 2022, and had no material impact on the Company’s consolidated financial statements and related disclosures. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The ASU was effective January 1, 2022, and had no material impact on the Company’s consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (Topic 740), which removes certain exceptions to the general principles in Topic 740 and improves consistent application of and simplifies GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The ASU was effective January 1, 2022, and had no material impact on the Company’s consolidated financial statements and related disclosures. Recent Accounting Standards |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Reconciliation Of Cash And Cash Equivalents And Restricted Cash | The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets that total to the amounts shown in the consolidated statements of cash flows for the Company: December 31, 2022 2021 Cash and cash equivalents $ 57,621 $ 56,034 Restricted cash 3,366 3,257 Total $ 60,987 $ 59,291 |
Restrictions on Cash and Cash Equivalents | The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets that total to the amounts shown in the consolidated statements of cash flows for the Company: December 31, 2022 2021 Cash and cash equivalents $ 57,621 $ 56,034 Restricted cash 3,366 3,257 Total $ 60,987 $ 59,291 |
Schedule of Property and Equipment, Net | Property and equipment, net is stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, which are as follows: Small equipment 2 years Computer equipment and software 3 years Laboratory equipment 5-7 years Furniture and fixtures 5-7 years Leasehold improvements Shorter of the lease term and the useful life Property and equipment, net consisted of the following (in thousands): December 31, 2022 2021 Lab equipment $ 8,265 $ 4,988 Leasehold improvements 1,869 431 Computer equipment and software 389 262 Furniture and fixtures 326 294 Construction in progress 48,273 8,048 Property and equipment at cost 59,122 14,023 Less: accumulated depreciation (2,986) (1,655) Property and equipment, net $ 56,136 $ 12,368 |
Reverse Recapitalization (Table
Reverse Recapitalization (Tables) | 12 Months Ended |
Dec. 31, 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) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Cash, Cash Equivalents and Investments | The following tables summarize the estimated value of cash equivalents, restricted cash and short-term investments by category (in thousands): December 31, 2022 Amortized Cost Unrealized Gain Unrealized Loss Estimated Fair Value Cash and cash equivalents Restricted cash Short-term investments Level 1 Money market funds $ 45,412 $ — $ — $ 45,412 $ 42,046 $ 3,366 $ — Subtotal 45,412 — — 45,412 42,046 3,366 — Level 2 U.S. Treasury securities 14,866 4 (3) 14,867 — — 14,867 U.S. agency securities 5,938 — — 5,938 3,983 — 1,955 Commercial Paper 28,122 — — 28,122 5,994 — 22,128 Corporate debt securities 7,590 1 (1) 7,590 5,598 — 1,992 Subtotal 56,516 5 (4) 56,517 15,575 — 40,942 Total $ 101,928 $ 5 $ (4) $ 101,929 $ 57,621 $ 3,366 $ 40,942 December 31, 2021 Amortized Cost Unrealized Gain Unrealized Loss Estimated Fair Value Cash and cash equivalents Restricted cash Short-term investments Level 1 Money market funds $ 59,291 $ — $ — $ 59,291 $ 56,034 $ 3,257 $ — Total $ 59,291 $ — $ — $ 59,291 $ 56,034 $ 3,257 $ — |
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) 9,461 Fair value as of December 31, 2022 $ (227) |
Summary of Significant Quantitative Inputs Used in the Valuation of the Preferred Stock Tranche Liability | 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 $ — 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. 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 |
Other Financial Statement inf_2
Other Financial Statement information (Tables) | 12 Months Ended |
Dec. 31, 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): December 31, 2022 2021 Prepaid expenses (including prepaid rent) $ 1,871 $ 798 Deposits 1,418 1,157 Reverse Recapitalization deferred offering costs — 1,446 Other 101 275 Total prepaid expenses and other current assets $ 3,390 $ 3,676 |
Schedule of Property and Equipment, Net | Property and equipment, net is stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, which are as follows: Small equipment 2 years Computer equipment and software 3 years Laboratory equipment 5-7 years Furniture and fixtures 5-7 years Leasehold improvements Shorter of the lease term and the useful life Property and equipment, net consisted of the following (in thousands): December 31, 2022 2021 Lab equipment $ 8,265 $ 4,988 Leasehold improvements 1,869 431 Computer equipment and software 389 262 Furniture and fixtures 326 294 Construction in progress 48,273 8,048 Property and equipment at cost 59,122 14,023 Less: accumulated depreciation (2,986) (1,655) Property and equipment, net $ 56,136 $ 12,368 |
Schedule of Accrued Expenses and Other Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2022 2021 Accrued professional and service fees related to facility construction $ 7,342 $ 605 Accrued professional and service fees other 1,750 1,950 Accrued employee-related expenses 3,743 2,665 Other accrued expenses 29 111 Total accrued expenses and other current liabilities $ 12,864 $ 5,331 |
Operating Leases (Tables)
Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 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: Years Ended December 31, 2022 2021 Operating lease cost $ 5,300 $ 3,793 Short-term lease cost 81 — Variable lease cost 730 725 Total lease cost $ 6,111 $ 4,518 Years Ended December 31, 2022 2021 Other information: Operating cash flows net inflows and (outflows) from operating lease $ 11,363 $ (2,669) ROU assets obtained in exchange for operating lease obligations (including remeasurement of ROU and lease liabilities due to changes in the timing of receipt of lease incentives) $ 231 $ 10,153 Weighted-average remaining lease term 8.2 years 7.8 years Weighted-average discount rate 9.1% 9.1% |
Lessee, Operating Lease, Liability, Maturity | Maturities of the Company’s lease liabilities as of December 31, 2022, were as follows (in thousands): 2023 $ 6,272 2024 7,265 2025 7,489 2026 7,723 2027 5,780 Thereafter 24,449 Total undiscounted lease payments 58,978 Less imputed interest (18,543) Tenant improvement allowance remaining (3,344) Total lease liabilities $ 37,091 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Temporary Equity | The Company’s redeemable convertible preferred stock consisted of the following as of December 31, 2021 (in thousands, except share and 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 December 31, 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: December 31, 2022 2021 Series A and B redeemable convertible preferred stock — 19,517,988 Common Stock Purchase Agreement 8,327,049 — Common stock options issued and outstanding 9,875,675 2,291,838 Common stock shares available for future issuance under equity plans 2,948,472 717,617 Common stock shares available for future issuance under the 2022 Employee Stock Purchase Plan (the “ESPP”) 481,627 — Unvested early exercised common stock 105,500 473,373 Total 22,186,271 23,000,816 |
Schedule of Business Acquisitions by Acquisition, Contingent Consideration | Assumptions used in the valuation are described below: June 08, 2022 December 31, 2022 Current stock price $ 7.51 $ 1.41 Expected share price volatility 81.0% 85.0% Risk-free interest rate 2.94% 4.32% Estimated dividend yield 0.0% 0.0% Expected term (years) 3.0 2.4 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Payment Arrangement, Option, Activity | The following table summarizes the Company’s stock option activity and related information under all equity plans, 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 Granted 2,655,259 $ 2.09 Exercised (199,839) $ 2.49 Forfeited (555,832) $ 3.21 Outstanding at December 31, 2022 4,191,426 $ 3.18 9.1 $ 6 Vested and exercisable at December 31, 2022 770,429 $ 4.14 8.3 $ 6 |
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 Forfeited (1,427,573) $ 9.92 Outstanding at December 31, 2022 5,368,501 $ 9.92 9.0 $ — Vested and exercisable at December 31, 2022 270,308 $ 9.92 9.0 $ — The following table summarizes the Company’s restricted stock units activity and related information under all equity plans: Number of Restricted Stock Units Weighted-Average Grant Date Fair Value Outstanding at December 31, 2021 — $ — Granted 447,948 $ 2.50 Vested — $ — Forfeited — $ — Outstanding at December 31, 2022 447,948 $ 2.50 |
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: Years Ended December 31, 2022 2021 Expected term (in years) 5.8 6.0 Expected volatility 78.8% 82.3% Risk-free interest rate 3.2% 0.9% Dividend yield — — |
Schedule of Share-Based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions | The assumptions used to determine the per-share fair value of shares to be granted under the ESPP were as follows: Years Ended December 31, 2022 2021 Fair value per share $0.85 — Fair value per share of Common Stock $1.63 — Expected term (in years) 1.3 0 Expected volatility 88.2% — Risk-free interest rate 3.8% — Dividend yield — — |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | Total stock-based compensation expense was as follows (in thousands): Years Ended December 31, 2022 2021 General and administrative $ 13,340 $ 1,940 Research and development 3,052 355 Total stock-based compensation expense $ 16,392 $ 2,295 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | For the calendar years ended December 31, 2022 and 2021, the tax effects of significant items comprising the Company's deferred taxes are as follows: Years Ended December 31, 2022 2021 Deferred tax assets: Net operating losses $ 25,249 $ 23,104 Lease liability 7,789 6,350 Tax credits 6,053 4,915 Capitalized R&D Section 174 expense 5,131 — Stock-based compensation 683 28 Accruals and reserves 756 738 Fixed asset basis 259 — Other — 600 Total deferred tax assets 45,920 35,735 Deferred tax liabilities: Operating lease right-of-use assets (3,869) (5,789) Fixed asset basis — (236) Total deferred tax liabilities (3,869) (6,025) Valuation allowance (42,051) (29,710) Net deferred taxes $ — $ — |
Summary of Operating Loss Carryforwards And Tax Credit Carryforwards | Net operating losses and tax credit carryforwards as of December 31, 2022 are as follows (in thousands): Amount Expiration Years Net operating losses, federal (Post December 31, 2017) $ 96,781 Do Not Expire Net operating losses, federal (Pre January 1, 2018) $ 3,508 12/31/2031 Net operating losses, state $ 55,023 12/31/2032 Tax credits, federal $ 4,279 12/31/2032 Tax credits, state $ 4,125 Do Not Expire Net operating losses, foreign $ 1,149 Do Not Expire |
Schedule of Effective Income Tax Rate Reconciliation | The effective tax rate of the Company's provision (benefit) for income taxes differs from the federal statutory rate as follows: Years Ended December 31, 2022 2021 Statutory rate 21.00% 21.00% State tax (0.13)% 2.98% Other (0.93)% (0.80)% Tax credits 1.21% 2.29% Fair value of series B preferred stock tranche obligation —% (5.60)% Fair value of contingent earnout liability 3.41% —% Valuation allowance (24.56)% (19.87)% Total —% —% |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 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: Years Ended December 31, 2022 2021 Net loss $ (58,210) $ (55,319) Weighted-average shares used in computing net loss per share, basic and diluted 26,110,785 2,912,275 Net loss per share attributable to common stockholders, basic and diluted $ (2.23) $ (19.00) |
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): Years Ended December 31, 2022 2021 Series A and B redeemable convertible preferred stock — 19,517,988 Stock options to purchase common stock 9,875,675 1,815,431 Unvested early exercised options 105,500 499,571 Restricted stock units outstanding 447,948 — Contingent earnout common stock 2,000,000 — Total 12,429,123 21,832,990 |
Organization and Description _2
Organization and Description of Business (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 08, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Cash acquired through reverse recapitalization | $ 140,700 | $ 298,800 | |
Retained earnings (accumulated deficit) | (173,286) | $ (115,076) | |
Net loss | (58,210) | (55,319) | |
Cash, cash equivalents, and short-term investments | $ 98,600 | $ 56,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | 12 Months Ended | ||
Jun. 08, 2022 tranche shares | Dec. 31, 2022 USD ($) reportableSegment businessActivitiy | Dec. 31, 2021 USD ($) | |
Business Acquisition, Contingent Consideration [Line Items] | |||
Number of business activities | businessActivitiy | 1 | ||
Number of reportable segments | reportableSegment | 1 | ||
Expensed deferred offering costs | $ | $ 0 | $ 2,200,000 | |
Reverse Recapitalization deferred offering costs | $ | $ 0 | $ 1,446,000 | |
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 | ||
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 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Property and Equipment Useful Life (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Small equipment | |
Property, Plant and Equipment [Line Items] | |
Useful life | 2 years |
Computer equipment and software | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Lab equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Lab equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 7 years |
Furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 7 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 57,621 | $ 56,034 | |
Restricted cash | 3,366 | 3,257 | |
Total cash, cash equivalents and restricted cash | $ 60,987 | $ 59,291 | $ 31,034 |
Reverse Recapitalization - Narr
Reverse Recapitalization - Narrative (Details) | 12 Months Ended | |||
Jun. 08, 2022 USD ($) tranche $ / shares shares | Dec. 31, 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 | |||
Cash acquired through reverse recapitalization | $ 140,700,000 | $ 298,800,000 | ||
Transaction costs | 23,500,000 | |||
Costs incurred by the Company | $ 4,800,000 | |||
Unpaid transaction cost assumed in connection with merger | $ 0 | |||
Common Class A | ||||
Reverse Recapitalization [Line Items] | ||||
Conversion of redeemable convertible preferred stock into common stock in connection with the Reverse Recapitalization, net of transaction costs (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 | $ 5,200,000 | |||
Private Placement | ||||
Reverse Recapitalization [Line Items] | ||||
Price per share (in dollars per share) | $ / shares | $ 10 | |||
Aggregate purchase price | $ 50,600,000 | |||
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 | |||
Term (in years) | 3 years | |||
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 | Dec. 31, 2022 | Dec. 31, 2021 |
Reverse Recapitalization [Line Items] | |||
Issued to PIPE Investors (in shares) | 5,060,000 | ||
Issued 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 | 44,062,534 | 2,972,409 |
Common stock issued upon conversion of redeemable convertible stock (in shares) | 19,517,988 | ||
Common Class A | |||
Reverse Recapitalization [Line Items] | |||
Issued to Bayer in connection with convertible note cancellation and exchange (in share) | 517,500 | ||
Common Shareholders | |||
Reverse Recapitalization [Line Items] | |||
Owned by Dynamics’ stockholders (in shares) | 14,915,963 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of the Estimated Fair Value of Cash Equivalents, Restricted Cash, And Short-Term Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-Sale [Line Items] | |||
Cash, cash equivalents, and restricted cash | $ 60,987 | $ 59,291 | $ 31,034 |
Unrealized Gain | 5 | ||
Unrealized Loss | (4) | ||
Cash and cash equivalents and debt securities, available-for-sale, amortized cost | 101,928 | ||
Cash and cash equivalents and debt securities, available-for-sale, fair value | 101,929 | ||
Cash and cash equivalents | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Cash, cash equivalents, and restricted cash | 56,034 | ||
Cash and cash equivalents and debt securities, available-for-sale, fair value | 57,621 | ||
Restricted cash | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Cash, cash equivalents, and restricted cash | 3,257 | ||
Cash and cash equivalents and debt securities, available-for-sale, fair value | 3,366 | ||
Short-term investments | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Cash, cash equivalents, and restricted cash | 0 | ||
Cash and cash equivalents and debt securities, available-for-sale, fair value | 40,942 | ||
Level 1 | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Cash, cash equivalents, and restricted cash | 45,412 | ||
Level 1 | Cash and cash equivalents | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Cash, cash equivalents, and restricted cash | 42,046 | ||
Level 1 | Restricted cash | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Cash, cash equivalents, and restricted cash | 3,366 | ||
Level 1 | Short-term investments | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Cash, cash equivalents, and restricted cash | 0 | ||
Level 1 | Money market funds | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Cash, cash equivalents, and restricted cash | 45,412 | 59,291 | |
Level 1 | Money market funds | Cash and cash equivalents | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Cash, cash equivalents, and restricted cash | 42,046 | 56,034 | |
Level 1 | Money market funds | Restricted cash | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Cash, cash equivalents, and restricted cash | 3,366 | 3,257 | |
Level 1 | Money market funds | Short-term investments | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Cash, cash equivalents, and restricted cash | 0 | $ 0 | |
Level 2 | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Amortized Cost | 56,516 | ||
Unrealized Gain | 5 | ||
Unrealized Loss | (4) | ||
Estimated Fair Value | 56,517 | ||
Level 2 | Cash and cash equivalents | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Estimated Fair Value | 15,575 | ||
Level 2 | Restricted cash | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Estimated Fair Value | 0 | ||
Level 2 | Short-term investments | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Estimated Fair Value | 40,942 | ||
Level 2 | U.S. Treasury securities | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Amortized Cost | 14,866 | ||
Unrealized Gain | 4 | ||
Unrealized Loss | (3) | ||
Estimated Fair Value | 14,867 | ||
Level 2 | U.S. Treasury securities | Cash and cash equivalents | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Estimated Fair Value | 0 | ||
Level 2 | U.S. Treasury securities | Restricted cash | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Estimated Fair Value | 0 | ||
Level 2 | U.S. Treasury securities | Short-term investments | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Estimated Fair Value | 14,867 | ||
Level 2 | U.S. agency securities | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Amortized Cost | 5,938 | ||
Unrealized Gain | 0 | ||
Unrealized Loss | 0 | ||
Estimated Fair Value | 5,938 | ||
Level 2 | U.S. agency securities | Cash and cash equivalents | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Estimated Fair Value | 3,983 | ||
Level 2 | U.S. agency securities | Restricted cash | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Estimated Fair Value | 0 | ||
Level 2 | U.S. agency securities | Short-term investments | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Estimated Fair Value | 1,955 | ||
Level 2 | Commercial Paper | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Amortized Cost | 28,122 | ||
Unrealized Gain | 0 | ||
Unrealized Loss | 0 | ||
Estimated Fair Value | 28,122 | ||
Level 2 | Commercial Paper | Cash and cash equivalents | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Estimated Fair Value | 5,994 | ||
Level 2 | Commercial Paper | Restricted cash | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Estimated Fair Value | 0 | ||
Level 2 | Commercial Paper | Short-term investments | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Estimated Fair Value | 22,128 | ||
Level 2 | Corporate debt securities | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Amortized Cost | 7,590 | ||
Unrealized Gain | 1 | ||
Unrealized Loss | (1) | ||
Estimated Fair Value | 7,590 | ||
Level 2 | Corporate debt securities | Cash and cash equivalents | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Estimated Fair Value | 5,598 | ||
Level 2 | Corporate debt securities | Restricted cash | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Estimated Fair Value | 0 | ||
Level 2 | Corporate debt securities | Short-term investments | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Estimated Fair Value | $ 1,992 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Changes in Fair Value of Level 3 Financial Instruments (Details) - Level 3 - Contingent Earnout Liability $ in Thousands | 12 Months Ended |
Dec. 31, 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) | 9,461 |
Ending balance | $ (227) |
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 | 12 Months Ended | |
Jan. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Change in Preferred Stock Tranche Liability [Roll Forward] | |||
Beginning balance | $ 435 | $ 0 | $ 435 |
Recognition of tranche rights from January 2021 issuance | $ 33 | 33 | 15,200 |
Change in fair value | 14,742 | ||
Tranche liability extinguishment | $ (15,210) | ||
Ending balance | $ 0 |
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 | Dec. 31, 2020 $ / shares |
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) |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
May 14, 2021 | Jan. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Change in preferred stock tranche liability | $ 0 | $ 14,742 | |||
Preferred Stock Tranche Liability | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Weighted fair value of tranche feature (in dollars per share) | $ 0.012 | ||||
Fair value of preferred stock tranche liability | $ 400 | ||||
Additional issuance of preferred stock tranche liability | $ 33 | 33 | $ 15,200 | ||
Tranche liability extinguishment | $ 15,210 | ||||
Preferred Stock Tranche Liability | Series B | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Tranche liability extinguishment | $ 15,200 |
Other Financial Statement inf_3
Other Financial Statement information - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid expenses (including prepaid rent) | $ 1,871,000 | $ 798,000 |
Deposits | 1,418,000 | 1,157,000 |
Reverse Recapitalization deferred offering costs | 0 | 1,446,000 |
Other | 101,000 | 275,000 |
Prepaid expenses and other current assets | $ 3,390,000 | $ 3,676,000 |
Other Financial Statement inf_4
Other Financial Statement information - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment at cost | $ 59,122 | $ 14,023 |
Less: accumulated depreciation | (2,986) | (1,655) |
Property and equipment, net | 56,136 | 12,368 |
Lab equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment at cost | 8,265 | 4,988 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment at cost | 1,869 | 431 |
Computer equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment at cost | 389 | 262 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment at cost | 326 | 294 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment at cost | $ 48,273 | $ 8,048 |
Other Financial Statement inf_5
Other Financial Statement information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Depreciation | $ 1,398 | $ 769 |
Other Financial Statement inf_6
Other Financial Statement information - Schedule of Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued professional and service fees related to facility construction | $ 7,342 | $ 605 |
Accrued professional and service fees other | 1,750 | 1,950 |
Accrued employee-related expenses | 3,743 | 2,665 |
Other accrued expenses | 29 | 111 |
Total accrued expenses and other current liabilities | $ 12,864 | $ 5,331 |
Operating Leases - Narrative (D
Operating Leases - Narrative (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 USD ($) tradingDay | Jun. 03, 2021 | |
Lessee, Lease, Description [Line Items] | ||
Lease term | 11 years | |
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 | |
Lease renewal term | 5 years | |
Number of renewal options | tradingDay | 2 | |
Tenant improvement allowance | $ 17.5 | |
Tenant improvement allowance remaining | $ 14.1 |
Operating Leases - Total Lease
Operating Leases - Total Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Operating lease cost | $ 5,300 | $ 3,793 |
Short-term lease cost | 81 | 0 |
Variable lease cost | 730 | 725 |
Total lease cost | $ 6,111 | $ 4,518 |
Operating Leases - Other Inform
Operating Leases - Other Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Operating cash flows net inflows and (outflows) from operating lease | $ 11,363 | $ (2,669) |
ROU assets obtained in exchange for operating lease obligations (including remeasurement of ROU and lease liabilities due to changes in the timing of receipt of lease incentives) | $ 231 | $ 10,153 |
Weighted-average remaining lease term | 8 years 2 months 12 days | 7 years 9 months 18 days |
Weighted-average discount rate | 9.10% | 9.10% |
Operating Leases - Maturities o
Operating Leases - Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jun. 03, 2021 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
2023 | $ 6,272 | |
2024 | 7,265 | |
2025 | 7,489 | |
2026 | 7,723 | |
2027 | 5,780 | |
Thereafter | 24,449 | |
Total undiscounted lease payments | 58,978 | $ 46,000 |
Less imputed interest | (18,543) | |
Tenant improvement allowance remaining | (3,344) | |
Total lease liabilities | $ 37,091 |
Convertible Note (Details)
Convertible Note (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Jun. 08, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | May 19, 2022 | |
Convertible Debt [Line Items] | ||||
Gain on extinguishment of convertible notes | $ 1,289 | $ 0 | ||
Common Class A | ||||
Convertible Debt [Line Items] | ||||
Conversion of redeemable convertible preferred stock into common stock in connection with the Reverse Recapitalization, net of transaction costs (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 (in dollars per share) | $ 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) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | |||
Issue Price Per Share (in dollars per 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 | 11,536,136 |
Net Carrying Value | $ 0 | $ 171,833,000 | $ 89,662,000 |
Aggregate Liquidation Preference | $ 0 | $ 163,834,000 | |
Series A | |||
Class of Stock [Line Items] | |||
Issue Price Per Share (in dollars per 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 Per Share (in dollars per 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) | 12 Months Ended | ||
Dec. 31, 2022 USD ($) vote $ / shares shares | Jun. 08, 2022 | Dec. 31, 2021 $ / shares shares | |
Equity [Abstract] | |||
Conversion ratio | 1 | ||
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 | Dec. 31, 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) | 22,186,271 | 23,000,816 | |
Series A and B redeemable convertible preferred stock | |||
Class of Stock [Line Items] | |||
Common stock reserved for future issuance (in shares) | 0 | 19,517,988 | |
Common Stock Purchase Agreement | |||
Class of Stock [Line Items] | |||
Common stock reserved for future issuance (in shares) | 8,327,049 | 0 | |
Options | |||
Class of Stock [Line Items] | |||
Common stock reserved for future issuance (in shares) | 9,875,675 | 2,291,838 | |
Equity Plans | |||
Class of Stock [Line Items] | |||
Common stock reserved for future issuance (in shares) | 2,948,472 | 717,617 | |
Employee Stock | |||
Class of Stock [Line Items] | |||
Common stock reserved for future issuance (in shares) | 481,627 | 0 | |
Unvested early exercised common stock | |||
Class of Stock [Line Items] | |||
Common stock reserved for future issuance (in shares) | 105,500 | 473,373 |
Stockholders_ Equity (Deficit_5
Stockholders’ Equity (Deficit) - Common Stock Purchase Agreement (Details) - Common Stock - Common Stock Purchase Agreement - USD ($) $ in Millions | 12 Months Ended | |
Aug. 31, 2022 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||
Maximum proceeds purchase agreement | $ 50 | |
Term of agreement | 36 months | |
Number of shares issued, threshold (in shares) | 8,727,049 | |
Shares issued in transaction, threshold (as a percent) | 19.99% | |
Trading volume available for purchase, threshold (in percent) | 20% | |
Purchase price, threshold | $ 3 | |
Number of shares issued (in shares) | 100,000 | |
Document preparation fees | $ 0.4 | |
Issuance costs | $ 0.7 | |
Aggregate purchase price | $ 0.7 | |
Common Class A | ||
Class of Stock [Line Items] | ||
Number of shares issued (in shares) | 300,000 | |
Discount rate | ||
Class of Stock [Line Items] | ||
Sale Of Stock, Discount Rate, Percentage | 3% |
Stockholders_ Equity (Deficit_6
Stockholders’ Equity (Deficit) - Contingent Earnout Equity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Jun. 08, 2022 USD ($) tranche $ / shares shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
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 | ||
Number of trading days | 20 days | ||
Number of consecutive trading days | 30 days | ||
Threshold of years for change of control (in years) | 3 years | ||
Fair value of contingent earnout shares | $ 9,800 | ||
Contingent consideration, liability | 9,700 | ||
Fair value of contingent earnout shares | $ 100 | ||
Change in fair value of contingent earnout liability | $ 9,461 | $ 0 | |
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 | ||
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 |
Stockholders_ Equity (Deficit_7
Stockholders’ Equity (Deficit) - Assumptions used in valuation of contingent earnout shares (Details) | Dec. 31, 2022 $ / shares Years | Jun. 08, 2022 Years $ / shares |
Current stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | $ / shares | 1.41 | 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 | 0.0432 | 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 | 2.4 | 3 |
Revenue - Contract Revenue (Det
Revenue - Contract Revenue (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | Apr. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | May 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||||||
Consideration received in collaborative development agreement | $ 300,000 | |||||
Variable consideration | $ 300,000 | |||||
Contract assets, cumulative catch-up adjustments | $ 300,000 | |||||
Revenue recognized during period previously included in deferred revenue | $ 1,000,000 | $ 0 | ||||
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] | ||||||
Consideration received in collaborative development agreement | 800,000 | $ 800,000 | ||||
Variable consideration | $ 3,000,000 | |||||
Contract assets, cumulative catch-up adjustments | $ 700,000 | |||||
Extension of term of contract (in months) | 2 months | |||||
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 | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Grant income | $ 1,000 | $ 470 |
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 | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Customer A | ||
Concentration Risk [Line Items] | ||
Percentage of concentration | 77% | 84% |
Customer B | ||
Concentration Risk [Line Items] | ||
Percentage of concentration | 23% | 16% |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) $ / shares in Units, $ in Millions | 12 Months Ended | ||||
Aug. 05, 2022 shares | Jun. 08, 2022 shares | Dec. 19, 2021 tranche shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Weighted average grant date fair value of options granted (in dollars per share) | $ / shares | $ 1.47 | $ 4.91 | |||
Aggregate intrinsic value of options exercised | $ | $ 0.3 | $ 0.8 | |||
Cost not yet recognized, options | $ | $ 8 | $ 9.2 | |||
Employee Stock | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Authorized for issuance under share-based payment arrangement (in shares) | 592,584 | 481,627 | |||
Percent of outstanding shares | 85% | ||||
offering period (in months) | 24 months | ||||
ESPP purchase price of common stock, percent of market price (in percent) | 1% | ||||
Options | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Cost not yet recognized, period for recognition (in years) | 2 years 8 months 12 days | 3 years 1 month 6 days | |||
Performance Shares | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Cost not yet recognized, period for recognition (in years) | 1 year 10 months 24 days | ||||
grants in period (in shares) | 6,796,074 | 8,400,892 | 6,796,074 | ||
Terms of award (in years) | four | ||||
Weighted average grant date fair value of shares granted (in dollars per share) | $ / shares | $ 4.47 | ||||
Cost not yet recognized, excluding options | $ | $ 13.2 | ||||
Market Awards | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Cost not yet recognized, period for recognition (in years) | 1 year 3 months 18 days | ||||
grants in period (in shares) | 315,748 | 605,451 | |||
Weighted average grant date fair value of shares granted (in dollars per share) | $ / shares | $ 3.77 | ||||
Cost not yet recognized, excluding options | $ | $ 0.8 | ||||
Number of tranches | tranche | 4 | ||||
Award vesting rights (in percent) | 25% | ||||
Restricted Stock Units (RSUs) | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Cost not yet recognized, period for recognition (in years) | 1 year 8 months 12 days | ||||
grants in period (in shares) | 447,948 | ||||
Weighted average grant date fair value of shares granted (in dollars per share) | $ / shares | $ 2.50 | ||||
Cost not yet recognized, excluding options | $ | $ 1 | ||||
2022 Stock Incentive Plan | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Stockholder ownership (in percent) | 10% | ||||
Authorized for issuance under share-based payment arrangement (in shares) | 2,492,735 | 1,568,781 | |||
Annual increase in authorized shares, percentage | 5% | ||||
2022 Stock Incentive Plan | Options | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Expiration period (in years) | 10 years | ||||
Vesting period (in years) | 4 years | ||||
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) | 110% | ||||
2022 Inducement Equity Plan | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Expiration period (in years) | 10 years | ||||
Authorized for issuance under share-based payment arrangement (in shares) | 2,000,000 | 1,379,691 | |||
2016 Stock Incentive Plan | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Issued in period (in shares) | 0 | 512,670 | |||
Common stock subject to repurchase (in shares) | 105,500 | 473,373 | |||
Common stock subject to repurchase | $ | $ 0.3 | $ 1.2 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Options | ||
Beginning of period (in shares) | 2,291,838 | |
Granted (in shares) | 2,655,259 | |
Exercised (in shares) | (199,839) | |
Forfeited (in shares) | (555,832) | |
End of period (in shares) | 4,191,426 | 2,291,838 |
Vested and exercisable (in shares) | 770,429 | |
Weighted-Average Exercise Price | ||
Beginning of period (in dollars per share) | $ 4.39 | |
Granted (in dollars per share) | 2.09 | |
Exercised (in dollars per share) | 2.49 | |
Forfeited (in dollars per share) | 3.21 | |
End of period (in dollars per share) | 3.18 | $ 4.39 |
Vested and exercisable (in shares) | $ 4.14 | |
Stock Options Additional Disclosures | ||
Beginning of period, Weighted average remaining contractual life (Years) | 9 years 1 month 6 days | 9 years 1 month 6 days |
End of period, Weighted average remaining contractual life (Years) | 9 years 1 month 6 days | 9 years 1 month 6 days |
Vested and exercisable, Weighted average remaining contractual life (Years) | 8 years 3 months 18 days | |
Beginning of period, aggregate intrinsic value | $ 6 | $ 11,304 |
End of period, aggregate intrinsic value | 6 | $ 11,304 |
Vested and exercisable, aggregate intrinsic value | $ 6 |
Stock-Based Compensation - Perf
Stock-Based Compensation - Performance Awards Activity (Details) - Performance Shares - $ / shares | 12 Months Ended | ||
Jun. 08, 2022 | Dec. 19, 2021 | Dec. 31, 2022 | |
Number of Options | |||
Outstanding, beginning of period (in shares) | 0 | ||
Granted (in shares) | 6,796,074 | 8,400,892 | 6,796,074 |
Forfeited (in shares) | (1,427,573) | ||
Outstanding, end of period (in shares) | 5,368,501 | ||
Vested and exercisable, end of period (in shares) | 270,308 | ||
Weighted-Average Exercise Price | |||
Outstanding, beginning of period (in dollars per share) | $ 0 | ||
Granted (in dollars per share) | 9.92 | ||
Forfeited (in dollars per share) | 9.92 | ||
Outstanding, end of period (in dollars per share) | 9.92 | ||
Vested and exercisable (in dollars per share) | $ 9.92 | ||
Outstanding, end of period, weighted average remaining contractual life (in years) | 9 years | ||
Vested and exercisable, end of period, weighted average remaining contractual life (in years) | 9 years |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Number of Restricted Stock Units | |
Outstanding, beginning of period (in shares) | shares | 0 |
Granted (in shares) | shares | 447,948 |
Vested (in shares) | shares | 0 |
Forfeited (in shares) | shares | 0 |
Outstanding, end of period (in shares) | shares | 447,948 |
Weighted-Average Grant Date Fair Value | |
Outstanding, beginning of period (in dollars per share) | $ / shares | $ 0 |
Granted (in dollars per share) | $ / shares | 2.50 |
Vested (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 0 |
Outstanding, end of period (in dollars per share) | $ / shares | $ 2.50 |
Stock-Based Compensation - Weig
Stock-Based Compensation - Weighted Average Assumptions (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Options | ||
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) | 78.80% | 82.30% |
Risk-free interest rate (in percent) | 3.20% | 0.90% |
Dividend yield (in percent) | 0% | 0% |
Employee Stock | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Fair value per share (in dollars per share) | $ 0.85 | $ 0 |
Expected term (in years) | 1 year 3 months 18 days | 0 years |
Expected volatility (in percent) | 88.20% | 0% |
Risk-free interest rate (in percent) | 3.80% | 0% |
Dividend yield (in percent) | 0% | 0% |
Employee Stock | Common Stock | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Fair value per share (in dollars per share) | $ 1.63 | $ 0 |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 16,392 | $ 2,295 |
General and administrative | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 13,340 | 1,940 |
Research and development | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 3,052 | $ 355 |
Income Tax - Deferred Tax Asset
Income Tax - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating losses | $ 25,249 | $ 23,104 |
Lease liability | 7,789 | 6,350 |
Tax credits | 6,053 | 4,915 |
Capitalized R&D Section 174 expense | 5,131 | 0 |
Stock-based compensation | 683 | 28 |
Accruals and reserves | 756 | 738 |
Fixed asset basis | 259 | 0 |
Other | 0 | 600 |
Total deferred tax assets | 45,920 | 35,735 |
Deferred tax liabilities: | ||
Operating lease right-of-use assets | (3,869) | (5,789) |
Fixed asset basis | 0 | (236) |
Total deferred tax liabilities | (3,869) | (6,025) |
Valuation allowance | (42,051) | (29,710) |
Net deferred taxes | $ 0 | $ 0 |
Income Tax - Narrative (Details
Income Tax - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Increase (decrease) in valuation allowance | $ 12.3 | $ 10.7 |
Income Tax - Net Operating Loss
Income Tax - Net Operating Losses And Tax Credit Carryforwards (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Federal | |
Operating Loss Carryforwards And Tax Credit Carryforwards [Line Items] | |
Tax credits | $ 4,279 |
Federal | Post December 31, 2017 | |
Operating Loss Carryforwards And Tax Credit Carryforwards [Line Items] | |
Net operating losses | 96,781 |
Federal | Pre January 1, 2018 | |
Operating Loss Carryforwards And Tax Credit Carryforwards [Line Items] | |
Net operating losses | 3,508 |
State | |
Operating Loss Carryforwards And Tax Credit Carryforwards [Line Items] | |
Net operating losses | 55,023 |
Tax credits | 4,125 |
Foreign | |
Operating Loss Carryforwards And Tax Credit Carryforwards [Line Items] | |
Net operating losses | $ 1,149 |
Income Tax - Effective Tax Rate
Income Tax - Effective Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Statutory rate | 21% | 21% |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
State tax | (0.13%) | 2.98% |
Other | (0.93%) | (0.80%) |
Tax credits | 1.21% | 2.29% |
Fair value of series B preferred stock tranche obligation | 0% | (5.60%) |
Fair value of contingent earnout liability | 3.41% | 0% |
Valuation allowance | (24.56%) | (19.87%) |
Total | 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 | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (58,210) | $ (55,319) |
Weighted-average shares used in computing net loss per share, basic (in shares) | 26,110,785 | 2,912,275 |
Weighted-average shares used in computing net loss per share, diluted (in shares) | 26,110,785 | 2,912,275 |
Earnings Per Share | ||
Net loss per share attributable to common stockholders, diluted (in shares) | $ (2.23) | $ (19) |
Net loss per share attributable to common stockholders, basic (in shares) | $ (2.23) | $ (19) |
Net Loss Per Share - Antidiluti
Net Loss Per Share - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 12,429,123 | 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 |
Stock options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 9,875,675 | 1,815,431 |
Unvested early exercised options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 105,500 | 499,571 |
Restricted Stock Units (RSUs) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 447,948 | 0 |
Contingent earnout common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 2,000,000 | 0 |
Retirement Plan (Details)
Retirement Plan (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | ||
Employer matching contributions, percentage of employees' compensation | 4% | |
Contributions | $ 0.6 | $ 0.3 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) $ in Thousands | 12 Months Ended | ||||
Jun. 08, 2022 tranche shares | May 21, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jun. 03, 2021 USD ($) | |
Long-Term Purchase Commitment [Line Items] | |||||
Total undiscounted lease payments | $ 58,978 | $ 46,000 | |||
Operating lease, term of contract | 11 years | ||||
Annual maintenance payments | 100 | ||||
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 | ||||
BlueRock | Research and Development Arrangement | |||||
Long-Term Purchase Commitment [Line Items] | |||||
Long-term purchase commitment amount | 1,300 | ||||
BlueRock | Collaborative Arrangement, Transaction with Party to Collaborative Arrangement | |||||
Long-Term Purchase Commitment [Line Items] | |||||
Term of agreement (in years) | 3 years | 3 years | |||
Expected costs and expenses incurred | $ 10,000 | $ 10,000 | |||
cGMP Facility | |||||
Long-Term Purchase Commitment [Line Items] | |||||
Construction costs | 35,500 | ||||
Long-term purchase commitment amount | $ 42,100 |
Related Parties (Details)
Related Parties (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Jun. 08, 2022 $ / shares shares | May 21, 2021 USD ($) | Dec. 31, 2021 USD ($) tradingDay shares | Dec. 31, 2022 tradingDay shares | May 19, 2022 USD ($) | |
Related Party Transaction [Line Items] | |||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | |||
Common stock, shares issued (in shares) | 2,972,409 | 44,062,534 | |||
Redeemable convertible preferred stock, shares issued (in shares) | 19,517,988 | 0 | |||
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] | |||||
Conversion of redeemable convertible preferred stock into common stock in connection with the Reverse Recapitalization, net of transaction costs (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) | 0 | 4,429,725 | |||
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) | 2,642,934 | 0 | |||
NEA | Series B | |||||
Related Party Transaction [Line Items] | |||||
Redeemable convertible preferred stock, shares issued (in shares) | 536,791 | 0 | |||
BlueRock | Collaborative Arrangement, Transaction with Party to Collaborative Arrangement | |||||
Related Party Transaction [Line Items] | |||||
Expected costs and expenses incurred | $ | $ 10,000 | $ 10,000 | |||
Term of agreement (in years) | 3 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 |