Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 28, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-40671 | ||
Entity Registrant Name | NUVALENT, INC. | ||
Entity Central Index Key | 0001861560 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 83-5112298 | ||
Entity Address, Address Line One | One Broadway | ||
Entity Address, Address Line Two | 14th Floor | ||
Entity Address, City or Town | Cambridge | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 02142 | ||
City Area Code | 857 | ||
Local Phone Number | 357-7000 | ||
Title of 12(b) Security | Class A Common Stock, $0.0001 Par Value | ||
Trading Symbol | NUVL | ||
Security Exchange Name | NASDAQ | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Auditor Name | KPMG LLP | ||
Auditor Firm ID | 185 | ||
Auditor Location | Boston, MA | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 239.2 | ||
ICFR Auditor Attestation Flag | false | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s Proxy Statement for its 2023 Annual Meeting of Stockholders, which the registrant intends to file with the Securities and Exchange Commission not later than 120 days after the registrant’s fiscal year ended December 31, 2022, are incorporated by reference into Part III of this Annual Report on Form 10-K. | ||
Common Class A [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 51,269,499 | ||
Common Class B [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 5,435,254 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 241,806 | $ 68,526 |
Marketable securities | 230,357 | 219,585 |
Prepaid expenses and other current assets | 5,828 | 2,517 |
Total current assets | 477,991 | 290,628 |
Other assets | 4,468 | 3,196 |
Total assets | 482,459 | 293,824 |
Current liabilities: | ||
Accounts payable | 7,195 | 2,893 |
Accrued expenses | 12,286 | 5,894 |
Total current liabilities | 19,481 | 8,787 |
Total liabilities | 19,481 | 8,787 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued or outstanding | 0 | 0 |
Additional paid-in capital | 623,543 | 363,483 |
Accumulated other comprehensive loss | (494) | (228) |
Accumulated deficit | (160,077) | (78,223) |
Total stockholders' equity | 462,978 | 285,037 |
Total liabilities and stockholders' equity | 482,459 | 293,824 |
Common Class A [Member] | ||
Stockholders' equity: | ||
Common stock | 5 | 4 |
Common Class B [Member] | ||
Stockholders' equity: | ||
Common stock | $ 1 | $ 1 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 140,000,000 | 140,000,000 |
Common stock, shares issued | 51,233,701 | 42,862,175 |
Common stock, shares outstanding | 51,233,701 | 42,862,175 |
Common Class B [Member] | ||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 5,435,254 | 5,435,254 |
Common stock, shares outstanding | 5,435,254 | 5,435,254 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating expenses: | ||
Research and development | $ 63,731 | $ 35,559 |
General and administrative | 22,377 | 10,258 |
Total operating expenses | 86,108 | 45,817 |
Loss from operations | (86,108) | (45,817) |
Other income (expense): | ||
Change in fair value of preferred stock tranche rights | 0 | (635) |
Interest income and other income, net | 4,254 | 114 |
Total other income (expense), net | 4,254 | (521) |
Net loss | $ (81,854) | $ (46,338) |
Net loss per share attributable to common stockholders, basic | $ (1.65) | $ (2.13) |
Net loss per share attributable to common stockholders, diluted | $ (1.65) | $ (2.13) |
Weighted average shares of common stock outstanding, basic | 49,668,864 | 21,783,754 |
Weighted average shares of common stock outstanding, diluted | 49,668,864 | 21,783,754 |
Comprehensive loss: | ||
Net loss | $ (81,854) | $ (46,338) |
Other comprehensive loss: | ||
Unrealized losses on marketable securities | (266) | (228) |
Comprehensive loss | $ (82,120) | $ (46,566) |
CONSOLIDATED STATEMENTS OF CONV
CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Convertible preferred stock [Member] | Common stock [Member] Common Class A [Member] | Common stock [Member] Common Class B [Member] | Additional paid-in capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated deficit [Member] | Promissory note from stockholder [Member] | Series A Convertible Preferred Stock [Member] Convertible preferred stock [Member] | Series B Convertible Preferred Stock [Member] Convertible preferred stock [Member] |
Beginning Balance , Shares at Dec. 31, 2020 | 89,945,206 | |||||||||
Beginning Balance at Dec. 31, 2020 | $ 35,354 | |||||||||
Beginning Balance , Shares at Dec. 31, 2020 | 3,129,384 | |||||||||
Beginning Balance at Dec. 31, 2020 | $ (31,323) | $ 842 | $ (31,885) | $ (280) | ||||||
Issuance of convertible preferred stock, Shares | 22,486,302 | 65,223,679 | ||||||||
Issuance of convertible preferred stock | $ 10,000 | $ 134,652 | ||||||||
Conversion of note payable and accrued interest to Series A convertible preferred stock , Shares | 5,025,604 | |||||||||
Conversion of note payable and accrued interest to Series A convertible preferred stock | $ 2,815 | |||||||||
Reclassification of preferred stock tranche rights upon settlement | 2,592 | $ 2,592 | ||||||||
Conversion of preferred stock to common stock upon initial public offering, Shares | (182,680,791) | 29,106,831 | 4,835,254 | |||||||
Conversion of preferred stock to common stock upon initial public offering | 185,413 | $ (185,413) | $ 3 | $ 1 | 185,409 | |||||
Issuance of common stock upon initial public offering, net of issuance costs, Shares | 10,612,500 | 600,000 | ||||||||
Issuance of common stock upon initial public offering, net of issuance costs | 174,250 | $ 1 | 174,249 | |||||||
Loss on extinguishment of debt | (580) | (580) | ||||||||
Interest on promissory note from related party stockholder | (4) | (4) | ||||||||
Repayment of promissory note from related stockholder party | 284 | $ 284 | ||||||||
Issuance of common stock upon exercise of stock options , Shares | 13,460 | |||||||||
Issuance of common stock upon exercise of stock options | 12 | 12 | ||||||||
Unrealized losses on marketable securities | (228) | $ (228) | ||||||||
Stock-based compensation expense | 3,551 | 3,551 | ||||||||
Net loss | (46,338) | (46,338) | ||||||||
Ending Balance , Shares at Dec. 31, 2021 | 42,862,175 | 5,435,254 | ||||||||
Ending Balance at Dec. 31, 2021 | 285,037 | $ 4 | $ 1 | 363,483 | (228) | (78,223) | ||||
Issuance of common stock upon initial public offering, net of issuance costs, Shares | 7,895,522 | |||||||||
Issuance of common stock upon initial public offering, net of issuance costs | $ 247,896 | $ 1 | 247,895 | |||||||
Issuance of common stock upon exercise of stock options , Shares | 476,004 | 476,004 | ||||||||
Issuance of common stock upon exercise of stock options | $ 1,840 | 1,840 | ||||||||
Unrealized losses on marketable securities | (266) | (266) | ||||||||
Stock-based compensation expense | 10,325 | 10,325 | ||||||||
Net loss | (81,854) | (81,854) | ||||||||
Ending Balance , Shares at Dec. 31, 2022 | 51,233,701 | 5,435,254 | ||||||||
Ending Balance at Dec. 31, 2022 | $ 462,978 | $ 5 | $ 1 | $ 623,543 | $ (494) | $ (160,077) |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Series B convertible preferred stock [Member] | ||
Temporary Equity Issuance Costs | $ 348 | |
Common Stock [Member] | ||
Stock Issuance Costs | $ 734 | $ 3,020 |
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 | $ (81,854) | $ (46,338) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of preferred stock tranche rights | 0 | 635 |
Stock-based compensation expense | 10,325 | 3,551 |
Non-cash interest income on promissory note | (4) | |
Net amortization (accretion) of premiums (discounts) on marketable securities | (373) | 215 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (1,491) | (251) |
Other assets | (1,272) | (3,196) |
Accounts payable | 4,212 | 1,641 |
Accrued expenses | 5,482 | 3,747 |
Net cash used in operating activities | (64,971) | (40,000) |
Cash flows from investing activities: | ||
Purchases of marketable securities | (212,916) | (221,043) |
Proceeds from sales and maturities of marketable securities | 202,251 | 1,015 |
Net cash used in investing activities | (10,665) | (220,028) |
Cash flows from financing activities: | ||
Proceeds from issuance of convertible preferred stock and preferred stock tranche rights, net of issuance costs | 144,652 | |
Proceeds from public offerings, net of underwriting discounts and commissions | 248,630 | 177,270 |
Proceeds from exercise of stock options | 1,840 | 12 |
Proceeds from repayment of promissory note to stockholder | 284 | |
Payments of public offering costs | (644) | (3,020) |
Payments of insurance costs financed by a third-party | (910) | (976) |
Net cash provided by financing activities | 248,916 | 318,222 |
Net increase in cash and cash equivalents | 173,280 | 58,194 |
Cash and cash equivalents at beginning of period | 68,526 | 10,332 |
Cash and cash equivalents at end of period | 241,806 | 68,526 |
Supplemental disclosure of noncash financing information: | ||
Insurance premium financed by a third-party | 1,820 | 1,952 |
Public offering costs included in accounts payable | $ 90 | |
Settlement of notes payable and accrued interest for preferred stock | 2,235 | |
Conversion of convertible preferred stock to common stock upon initial public offering | 185,413 | |
Loss on extinguishment of debt | 580 | |
Settlement of preferred stock tranche rights | $ 2,592 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business and Basis of Presentation | 1. Nature of Business and Basis of Presentation Nuvalent, Inc. (the “Company”) is a clinical stage biopharmaceutical company focused on creating precisely targeted therapies for patients with cancer. The Company was founded in January 2017 as a Delaware corporation. The Company is headquartered in Cambridge, Massachusetts. The Company is subject to risks similar to those of other pre-commercial stage companies in the biopharmaceutical industry, including dependence on key individuals, the need to develop commercially viable products, competition from other companies, many of which are larger and better capitalized, the need to obtain adequate additional financing to fund the development of its product candidates, and the impact of the COVID-19 pandemic and other global geopolitical events on the Company’s business. There can be no assurance that the Company’s research and development will be successful, that adequate protection for the Company’s intellectual property will be obtained and maintained, that any product candidates will receive required regulatory approval or that approved products, if any, will be commercially viable. Even if the Company’s development efforts are successful, it is uncertain when, if ever, the Company will generate significant revenue from the sale of its products. On August 2, 2021, the Company completed an initial public offering (“IPO”) of its common stock and issued and sold 10,612,500 shares of Class A common stock and 600,000 shares of Class B common stock at a public offering price of $ 17.00 per share, inclusive of 1,462,500 shares of Class A common stock pursuant to the full exercise of the underwriters’ option to purchase additional shares. The Company received net proceeds of approximately $ 174.3 million after deducting underwriting discounts and commissions and offering costs. In connection with the IPO, the Company’s outstanding convertible preferred stock automatically converted into shares of Class A and Class B common stock. On November 3, 2022, the Company issued and sold 7,895,522 shares of Class A common stock, including the exercise in full by the underwriters of their option to purchase 1,029,850 additional shares of Class A common stock, in a follow-on public offering at a public offering price of $ 33.50 per share, resulting in net proceeds of $ 247.9 million after deducting underwriting discounts and commissions and offering costs. Basis of presentation The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Nuvalent Securities Corporation. All intercompany balances and transactions have been eliminated. The Company has incurred recurring losses since inception, including net losses of $ 81.9 million and $ 46.3 million for the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, the Company had an accumulated deficit of $ 160.1 million. The Company expects to continue to generate operating losses for the foreseeable future. The Company believes that its existing cash, cash equivalents and marketable securities will be sufficient to fund its operating expenses and capital expenditure requirements for at least 12 months from the date of issuance of these consolidated financial statements. The Company will need to obtain additional funding through public or private equity offerings, debt financings or strategic alliances. The Company may not be able to obtain financing on acceptable terms, or at all, and the Company may not be able to enter into strategic alliances. The terms of any financing may adversely affect the holdings or the rights of the Company’s stockholders. Arrangements with collaborators or others may require the Company to relinquish rights to certain of its technologies or programs. If the Company is unable to obtain funding, the Company will be required to delay, reduce or eliminate some or all of its research and development programs or the Company may be unable to continue operations. Although management will continue to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company to fund continuing operations when needed or at all. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies 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, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the valuation of stock-based awards and the accrual of research and development expenses. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates as there are changes in circumstances, facts and experience. Actual results may differ from those estimates or assumptions. Concentrations of credit risk and of significant suppliers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash, cash equivalents and marketable securities. As of December 31, 2022 and 2021, the Company maintained cash, cash equivalents and marketable securities balances in excess of federally insured limits. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company is dependent on third-party vendors for the manufacturing of its product candidates. In particular, the Company relies, and expects to continue to rely, on a small number of vendors to manufacture materials and components required for the production of its product candidates. These programs could be adversely affected by a significant interruption in the manufacturing process. Cash equivalents The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. Fair value measurements Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants 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. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • 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 and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The Company’s cash equivalents and marketable securities are carried at fair value, determined according to the fair value hierarchy described above (see Note 4). The carrying values of the Company’s accounts payable and accrued expenses approximate their fair values due to the short-term nature of these liabilities. Marketable securities The Company’s marketable securities (non-equity instruments) are classified as available-for-sale and are carried at fair value, with the unrealized gains and losses reported as a component of accumulated other comprehensive income (loss) in stockholders’ equity (deficit). Realized gains and losses and declines in value determined to be other than temporary are based on the specific identification method and are included as a component of other income (expense), net in the consolidated statements of operations and comprehensive loss. The Company evaluates its marketable securities with unrealized losses for other-than-temporary impairment. When assessing marketable securities for other-than-temporary declines in value, the Company considers such factors as, among other things, how significant the decline in value is as a percentage of the original cost, how long the market value of the investment has been less than its original cost, the Company’s ability and intent to retain the investment for a period of time sufficient to allow for any anticipated recovery in fair value and market conditions in general. If any adjustment to fair value reflects a decline in the value of the investment that the Company considers to be “other than temporary,” the Company reduces the investment to fair value through a charge recorded in the consolidated statements of operations and other comprehensive loss. No such adjustments were necessary during the periods presented. The Company classifies its marketable securities with maturities beyond one year as short-term, based on their highly liquid nature and because such marketable securities are available for current operations. Segment information The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. All of the Company’s operations are in the United States. Research and development costs Research and development expenses consist of costs incurred in performing research and development activities, including salaries and bonuses, stock-based compensation, employee benefits, consulting costs, and external costs of vendors engaged to conduct research, preclinical and clinical development activities. Costs for research and development activities are expensed in the period in which they are incurred. Payments for such activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the consolidated financial statements as prepaid expense or accrued research and development expense. Determining the prepaid and accrued balances at the end of any reporting period incorporates certain judgments and estimates by management that are based on information available to the Company including information provided by vendors regarding the progress to completion of specific tasks or costs incurred. Patent costs All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses. Stock-based compensation The Company measures compensation expense for stock-based awards to employees, non-employees and directors based on the fair value on the date of grant. The Company measures fair value on the date of grant using the Black-Scholes option-pricing model for stock options with service-based vesting. The Company measures fair value on the date of grant for restricted common stock awards using the difference between the purchase price per share of the award, if any, and the fair value of the Company’s common stock. Compensation expense for the awards is recognized over the requisite service period, which is generally the vesting period of the respective award. The Company uses the straight-line method to record the expense of awards with service-based vesting conditions. The Company accounts for forfeitures of stock-based awards as they occur. The Company classifies stock-based compensation expense in its consolidated statements of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. Comprehensive income (loss) Comprehensive income (loss) includes net income (loss) as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with stockholders. The Company’s only element of other comprehensive income (loss) are unrealized gains (losses) on marketable securities. Net income (loss) per share Prior to the closing of the IPO, the Company followed the two-class method when computing net income (loss) per share, as the Company had issued shares that met the definition of participating securities. The two-class method determines net income (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 income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Subsequent to the closing of the IPO, basic net income (loss) per common share is computed by dividing the net income (loss) by the weighted average number of shares of common stock outstanding for the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of outstanding stock options and unvested restricted stock units. For periods in which the Company reported a net loss, diluted net loss per common share is the same as basic net loss per common share, since dilutive common shares are not assumed to have been issued if their affect is anti-dilutive. The Company has two classes of common stock outstanding: Class A common stock and Class B common stock. As more fully described in Note 6, the rights of the holders of Class A and Class B common stock are substantially identical, except with respect to voting and conversion. Each share of Class B common stock is convertible into one share of Class A common stock at the option of the holder at any time, subject to the ownership limitations provided for in the Company’s amended and restated certificate of incorporation. The Company allocates undistributed earnings attributable to common stock between the common stock classes on a one-to-one basis when computing net income (loss) per share. As a result, basic and diluted net income (loss) per share of Class A common stock and share of Class B common stock are equivalent. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: As of December 31, 2022 2021 Unvested restricted common stock — 21,129 Options to purchase common stock 6,453,741 4,909,545 6,453,741 4,930,674 Income taxes The Company accounts for income taxes using 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 recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the 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. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to the provision for income taxes. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. Any resulting unrecognized tax benefits are recorded within the provision for income taxes. Recently issued accounting pronouncements The Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected not to “opt out” of the extended transition related to complying with new or revised accounting standards, which means that when a standard is issued or revised and it has different application dates for public and nonpublic companies, the Company will adopt the new or revised standard at the time nonpublic companies adopt the new or revised standard and will do so until such time that the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326). The new standard adjusts the accounting for assets held at amortized costs basis, including marketable securities accounted for as available for sale, and trade receivables. The standard eliminates the probable initial recognition threshold and requires an entity to reflect its current estimate of all expected credit losses. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial assets to present the net amount expected to be collected. For public entities except smaller reporting companies, this guidance was effective for annual reporting periods beginning after December 15, 2019 and for interim periods within those years. For nonpublic entities and smaller reporting companies, this guidance was effective for annual reporting periods beginning after December 15, 2021. Early adoption is permitted for all entities. In November 2019, the FASB issued ASU No. 2019-10, which deferred the effective date for nonpublic entities to annual reporting periods beginning after December 15, 2022, including interim periods within those years. Early application continues to be allowed. The Company is currently assessing the impact of the adoption of this guidance on its consolidated financial statements. Recently adopted accounting pronouncements Effective January 1, 2022 , the Company adopted ASC Topic 842, Leases (“ASC 842”), using the modified retrospective approach with no restatement of prior periods or cumulative adjustment to accumulated deficit. Therefore, as of and for the year ended December 31, 2021, the Company’s consolidated financial statements continue to be presented in accordance with ASC Topic 840, Leases, the accounting standard originally in effect for such period. As of and for the year ended December 31, 2022, the Company’s consolidated financial statements are presented in accordance with ASC 842. The Company elected to use the transition package of three practical expedients, which among other things, allowed the Company to carry forward the historical lease classification. The Company elected, under ASC 842, the further practical expedient not to separate non-lease components from the lease components to which they relate and instead to combine them and account for them as a single lease component. The Company also elected the accounting policy election to keep leases with a term of 12 months or less off the balance sheet and to recognize payments for those leases on a straight-line basis over the lease term. As the Company’s only existing lease as of the adoption date was for office space with a term of less than 12 months, there was no impact to the Company’s consolidated financial statements on the date of adoption. In accordance with ASC 842, the Company accounts for a contract as a lease when it has the right to control the asset for a period of time while obtaining substantially all of the asset’s economic benefits. The Company determines if an arrangement is a lease or contains an embedded lease at inception. For arrangements that meet the definition of a lease, the Company determines the initial classification and measurement of its right-of-use asset and lease liability at the lease commencement date and thereafter if modified. The lease term includes any renewal options that the Company is reasonably assured to exercise. The present value of lease payments is determined by using the interest rate implicit in the lease, if that rate is readily determinable; otherwise, the Company uses its estimated secured incremental borrowing rate for that lease term . |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2022 | |
Marketable Securities [Abstract] | |
Marketable Securities | 3. Marketable Securities Marketable securities by security type consisted of the following (in thousands): December 31, 2022 Amortized Gross Gross Fair Value Commercial paper (due within one year) $ 90,685 $ 1 $ ( 93 ) $ 90,593 Corporate bonds (due within one year) 70,668 1 ( 332 ) 70,337 Government securities (due within one year) 19,267 22 ( 28 ) 19,261 U.S. treasury securities (due within one year) 28,560 — ( 23 ) 28,537 Corporate bonds (due after one year through two years) 5,262 — ( 18 ) 5,244 Government securities (due after one year through two years) 16,409 — ( 24 ) 16,385 $ 230,851 $ 24 $ ( 518 ) $ 230,357 December 31, 2021 Amortized Gross Gross Fair Value Commercial paper (due within one year) $ 121,156 $ — $ ( 44 ) $ 121,112 Corporate bonds (due within one year) 43,756 — ( 60 ) 43,696 Government securities (due within one year) 4,583 — ( 10 ) 4,573 U.S. treasury securities (due within one year) 10,056 — ( 9 ) 10,047 Corporate bonds (due after one year through two years) 36,218 1 ( 99 ) 36,120 Government securities (due after one year through two years) 4,045 — ( 8 ) 4,037 $ 219,814 $ 1 $ ( 230 ) $ 219,585 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. Fair Value Measurements The following tables present the Company’s fair value hierarchy for its assets, which are measured at fair value on a recurring basis (in thousands): Fair Value Measurements at December 31, 2022 Using: Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 240,803 $ — $ — $ 240,803 Marketable securities: Commercial paper — 90,593 — 90,593 Corporate bonds — 75,581 — 75,581 Government securities — 35,646 — 35,646 U.S. treasury securities — 28,537 — 28,537 $ 240,803 $ 230,357 $ — $ 471,160 Fair Value Measurements at December 31, 2021 Using: Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 67,522 $ — $ — $ 67,522 Marketable securities: Commercial paper — 121,112 — 121,112 Corporate bonds — 79,816 — 79,816 Government securities — 8,610 — 8,610 U.S. treasury securities — 10,047 — 10,047 $ 67,522 $ 219,585 $ — $ 287,107 Money market funds were valued by the Company based on quoted market prices for identical securities, which represent a Level 1 measurement within the fair value hierarchy. Corporate bonds, commercial paper, government securities and U.S. treasury securities were valued by the Company using quoted prices in active markets for similar securities, which represent a Level 2 measurement within the fair value hierarchy. During the years ended December 31, 2022 and 2021, there were no transfers in or out of Level 3. During the year ended December 31, 2021, the Company settled outstanding preferred stock tranche rights (the “Series A Tranche Rights”) issued to the original purchasers of the Series A convertible preferred stock upon the issuance of 22,486,302 shares of Series A convertible preferred stock at an issuance price of $ 0.4447152 per share. The Series A Tranche Rights met the definition of a freestanding financial instrument as the Series A Tranche Rights were legally detachable and separately exercisable from the Series A convertible preferred stock. The fair value of the Series A Tranche Rights were initially classified as a liability and recorded at fair value and were subject to remeasurement at each reporting date until each Series A Tranche Right was exercised. During the year ended December 31, 2021, the Company recorded other expense of $ 0.6 million, representing the change in fair value of the Series A Tranche Rights. Upon issuance of the shares in final settlement of the liability the Company reclassified $ 2.6 million from a liability to the value of the preferred stock issued. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Expenses | 5. Accrued Expenses Accrued expenses consisted of the following (in thousands): December 31, 2022 2021 Accrued employee compensation and benefits $ 4,852 $ 2,730 Accrued external research and development expenses 5,944 1,757 Accrued insurance 910 976 Other 580 431 $ 12,286 $ 5,894 |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Common Stock | 6. Common Stock On July 23, 2021, the Company filed an amendment to its amended and restated certificate of incorporation, which effected a recapitalization of the Company’s then outstanding common stock to Class A common stock and authorized an additional new class of Class B common stock. The rights of the holders of Class A common stock and Class B common stock are substantially identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote and shares of Class B common stock are non-voting, except as may be required by law. Each share of Class B common stock may be converted at any time into one share of Class A common stock at the option of its holder, subject to the ownership limitations provided for in the Company’s amended and restated certificate of incorporation. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 7. Stock-Based Compensation 2017 stock option and grant plan The Company’s 2017 Stock Option and Grant Plan (the “2017 Plan”) provided for the Company to grant incentive stock options or nonqualified stock options and other equity awards to employees, directors and consultants of the Company. The 2017 Plan was administered by the board of directors or, at the discretion of the board of directors, by a committee of the board of directors. The exercise prices, vesting and other restrictions were determined at the discretion of the board of directors, or its committee if so delegated. Upon effectiveness of the Company’s 2021 Stock Option and Incentive Plan (the “2021 Plan”) the remaining shares available under the 2017 Plan ceased to be available for issuance and no future issuances have been or will be made under the 2017 Plan. 2021 equity incentive plan On July 23, 2021, the Company’s board of directors adopted and its stockholders approved the 2021 Plan, which became effective on July 28, 2021. The 2021 Plan provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, unrestricted stock awards, cash-based awards and dividend equivalent rights. The number of shares of Class A common stock initially reserved for issuance under the 2021 Plan was 5,866,004 , which was increased by 2,414,871 on January 1, 2022, and shall be further increased on each January 1 thereafter by 5.0 % of the number of shares of the Company’s Class A and Class B common stock outstanding on the immediately preceding December 31 or such lesser number of shares determined by the Company’s board of directors or compensation committee of the board of directors. The shares of Class A common stock underlying any awards that are forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of stock, expired or are otherwise terminated (other than by exercise) under the 2021 Plan and the Company’s previously outstanding 2017 Plan will be added back to the shares of Class A common stock available under the 2021 Plan. As of December 31, 2022, 5,661,778 shares of Class A common stock remained available for future issuance under the 2021 Plan. The number of authorized shares reserved for issuance was increased by 2,833,447 shares effective as of January 1, 2023, in accordance with the provisions of the 2021 Plan described above. 2021 employee stock purchase plan On July 23, 2021, the Company’s board of directors adopted and its stockholders approved the 2021 Employee Stock Purchase Plan, which became effective on July 28, 2021. The Company’s board of directors approved the amendment and restatement of the 2021 Employee Stock Purchase Plan in its entirety on June 16, 2022 (as amended and restated, the “ESPP”). A total of 473,064 shares of Class A common stock were initially reserved for issuance under the ESPP. In addition, the number of shares of Class A common stock that may be issued under the ESPP automatically increased by 473,064 shares on January 1, 2022, and will automatically increase on each January thereafter through January 1, 2031, by the least of (i) 473,064 shares of Class A common stock, (ii) 1 % of the number of shares of the Company’s Class A and Class B common stock outstanding on the immediately preceding December 31 or (iii) such lesser number of shares as determined by the administrator of the ESPP. The ESPP permits eligible employees to purchase shares of the Company’s Class A common stock at a discount and consists of consecutive, overlapping 12-month offering periods, each consisting of two six-month purchase periods beginning in December and June, with the initial offering period commencing on December 1, 2022. On the first day of each offering period, each employee who is enrolled in the ESPP will automatically receive an option to purchase up to a whole number of shares of the Company’s Class A common stock. The purchase price of each of the shares purchased, in a given purchase period, will be 85 % of the closing price of a share of the Class A common stock, on the first day of the offering period or the last day of the purchase period, whichever is lower. During the year ended December 31, 2022, no shares were issued under the ESPP, and as of December 31, 2022, 946,128 shares remained available for issuance. The number of authorized shares reserved for issuance was increased by 473,064 shares effective as of January 1, 2023, in accordance with the provisions of the ESPP described above. Stock options The fair value of stock option grants is estimated using the Black-Scholes option-pricing model. The Company historically has been a private company and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The following table presents, on a weighted average basis, the assumptions used in the Black-Scholes option-pricing model to determine the grant-date fair value of stock options granted: Year Ended December 31, 2022 2021 Risk-free interest rate 2.1 % 0.8 % Expected volatility 77.5 % 79.8 % Expected dividend yield — — Expected term (in years) 6.0 6.1 The following table summarizes the Company’s option activity since December 31, 2021: Weighted Weighted Average Average Aggregate Number Exercise Contractual Intrinsic of Shares Price Term Value (in years) (in thousands) Outstanding as of December 31, 2021 4,909,545 $ 6.44 9.09 $ 62,702 Granted 2,178,910 17.14 Exercised ( 476,004 ) 3.86 Forfeited ( 158,710 ) 18.72 Outstanding as of December 31, 2022 6,453,741 $ 9.94 8.49 $ 128,285 Vested and expected to vest as of December 31, 2022 6,453,741 $ 9.94 8.49 $ 128,285 Options exercisable as of December 31, 2022 1,953,604 $ 5.63 8.03 $ 47,200 The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2022 and 2021 was $ 10.7 million and $ 0.3 million, respectively. The weighted average grant-date fair value of stock options granted during the years ended December 31, 2022 and 2021 was $ 11.54 per share and $ 5.87 per share, respectively. Restricted common stock As of December 31, 2021, the Company had 21,129 shares of restricted common stock outstanding, all of which vested in 2022. The aggregate fair value of restricted common stock that vested during the years ended December 31, 2022 and 2021 was $ 0.2 million and less than $ 0.1 million, respectively. As of December 31, 2022, there were no unvested shares of restricted common stock. Stock-based compensation The Company recorded stock-based compensation expense related to common stock options and restricted common stock in the following expense categories of its consolidated statements of operations and comprehensive loss (in thousands): Year Ended December 31, 2022 2021 Research and development expenses $ 4,214 $ 1,349 General and administrative expenses 6,111 2,202 $ 10,325 $ 3,551 As of December 31, 2022, total unrecognized compensation cost related to common stock options was $ 30.7 million, which is expected to be recognized over a weighted average period of 2.7 years. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. Income Taxes During the years ended December 31, 2022 and 2021, the Company recorded no income tax benefits for the net operating losses incurred or for the research and development tax credits generated in each year, due to its uncertainty of realizing a benefit from those items. All of the Company’s operating losses since inception have been generated in the United States. A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate is as follows: Year Ended December 31, 2022 2021 Federal statutory income tax rate 21.0 % 21.0 % State income taxes, net of federal benefit 6.5 6.2 Tax credits generated 6.6 4.1 Change in deferred tax asset valuation allowance ( 35.1 ) ( 29.5 ) Series A tranche rights change in fair value — ( 1.1 ) Stock-based compensation 1.1 ( 0.7 ) Other ( 0.1 ) — Effective income tax rate — % — % Net deferred tax assets consisted of the following (in thousands): December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 24,829 $ 19,951 Capitalized research and development 16,839 — Research and development tax credit carryforwards 7,465 2,175 Stock-based compensation 1,634 499 Other 1,345 779 Total deferred tax assets 52,112 23,404 Valuation allowance ( 52,107 ) ( 23,400 ) Net deferred tax assets 5 4 Deferred tax liabilities Other ( 5 ) ( 4 ) Total deferred tax liabilities ( 5 ) ( 4 ) Net deferred tax assets $ — $ — As of December 31, 2022, the Company had U.S. federal and state net operating loss carryforwards of $ 91.1 million and $ 90.5 million, respectively, which may be available to offset future taxable income. The federal net operating losses include $ 1.1 million which expire in 2037 and $ 90.0 million which carryforward indefinitely, but may only be used to offset 80 % of annual taxable income. The state net operating losses expire at various dates beginning in 2037 . As of December 31, 2022, the Company also had federal and state research and development tax credit carryforwards of $ 5.6 million and $ 2.4 million, respectively, which may be available to offset future tax liabilities and expire at various dates beginning in 2033 . Utilization of the U.S. federal and state net operating loss carryforwards and research and development tax credit carryforwards may be subject to a substantial annual limitation under Sections 382 and 383 of the Internal Revenue Code of 1986 (“IRC”), and corresponding provisions of state law, due to ownership changes that have occurred previously or that could occur in the future. These ownership changes may limit the amount of carryforwards that can be utilized annually to offset future taxable income or tax liabilities. In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of certain stockholders or public groups in the stock of a corporation by more than 50% over a three-year period. The Company has not conducted a study to assess whether a change of control has occurred or whether there have been multiple changes of control since inception due to the significant complexity and cost associated with such a study. If the Company has experienced a change of control, as defined by Section 382, at any time since inception, utilization of the net operating loss carryforwards or research and development tax credit carryforwards would be subject to an annual limitation under Section 382. Any limitation may result in expiration of a portion of the net operating loss carryforwards or research and development tax credit carryforwards before utilization. Further, until a study is completed by the Company and any limitation is known, no amounts are being presented as an uncertain tax position. The Company has evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets. Management has considered the Company’s history of cumulative net losses incurred since inception and its lack of commercialization of any products that would generate revenue from product sales and has concluded that it is more likely than not that the Company will not realize the benefits of the deferred tax assets. Accordingly, a full valuation allowance has been established against the net deferred tax assets as of December 31, 2022 and 2021. Management reevaluates the positive and negative evidence at each reporting period. The valuation allowance increased during the year ended December 31, 2022 primarily as a result of research and development costs capitalized under Section 174 of the IRC and increases in research and development tax credit and net operating loss carryforwards. The valuation allowance increased during the year ended December 31, 2021 primarily as a result of the increase in net operating loss carryforwards. The changes in the valuation allowance for the years ended December 31, 2022 and 2021 were as follows (in thousands): Year Ended December 31, 2022 2021 Valuation allowance as of beginning of year $ 23,400 $ 9,780 Increases recorded to income tax provision 28,707 13,620 Valuation allowance as of end of year $ 52,107 $ 23,400 As of December 31, 2022 and 2021, the Company had no t recorded any amounts for unrecognized tax benefits. The Company files income tax returns in the U.S. and Massachusetts, as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. There are currently no pending tax examinations. The Company is open to future tax examination under statute from 2019 to the present. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Revenue share The Company has revenue sharing agreements with Deerfield Healthcare Innovations Fund, L.P. and Deerfield Private Design Fund, IV, L.P. (collectively “Deerfield”), an investor in the Company, and the Company’s scientific founder to pay each of Deerfield and the scientific founder a low single digit percentage rate of net sales of certain commercial products. The payment obligation expires on the later of 12 years from the first commercial sale in a country or the expiration of the last-to-expire patent in that country for both Deerfield and the Company’s scientific founder. The Company accounts for this liability at fair value with changes recognized in the consolidated statements of operations and comprehensive loss. Given the early-stage nature of the underlying technology and inherent risks associated with obtaining regulatory approval and achieving commercialization, the Company ascribed no value to either of the revenue sharing agreements at inception and at December 31, 2022 and 2021. The Company currently does not have any net sales and as a result has paid no amounts under these obligations nor has the Company accrued any liability as of December 31, 2022 and 2021. Indemnification agreements In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, contract research organizations, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors and its executive officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. The Company has not incurred any material costs as a result of such indemnifications and is not currently aware of any indemnification claims. |
Defined Contribution Plan
Defined Contribution Plan | 12 Months Ended |
Dec. 31, 2022 | |
Defined Contribution Plan [Abstract] | |
Defined Contribution Plan | 10. Defined Contribution Plan The Company has a 401(k) defined contribution plan (the “401(k) Plan”) for its employees. Eligible employees may make pretax contributions to the 401(k) Plan up to statutory limits. In September 2021, the Company adopted a match program for employee contributions to the 401(k) Plan up to a maximum of six percent of the employee’s salary for the year ended December 31, 2022. For the year ended December 31, 2022, the Company recorded expense of $ 0.6 million, related to these matching contributions. There was no discretionary match made under the 401(k) Plan for the year ended December 31, 2021. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Parties | 11. Related Parties In February 2021, the Company issued 5,025,604 shares of Series A convertible preferred stock in full settlement of $ 2.0 million of promissory notes (the “Notes”) issued to Deerfield in 2017 and accrued interest due thereon. The issuance of the Series A convertible preferred stock was recorded at fair value and as a result, the Company recorded a loss on extinguishment of debt of $ 0.6 million upon the conversion representing the difference between the carrying value of the Notes and the fair value of the Series A convertible preferred stock. The loss on extinguishment of debt was recognized as additional paid-in capital, a component of stockholders’ equity (deficit), due to the related party nature of the Notes. In July 2021, an outstanding promissory note of $ 0.3 million issued to the scientific founder of the Company in 2020 was fully repaid and cancelled. The Company is obligated to pay low single digit percentage rates of net sales of certain commercial products to Deerfield and its scientific founder. As of December 31, 2022 and 2021, no products have been commercialized and no amounts have been paid or become due (see Note 9). In February 2017, the Company entered into a three-year consulting agreement with the scientific founder of the Company who is also a board member and a stockholder. The consulting agreement between the scientific founder and the Company continues at will. During the years ended December 31, 2022 and 2021, the Company paid the scientific founder $ 0.2 million and $ 0.3 million, respectively. As of December 31, 2022 and 2021, the Company had less than $ 0.1 million in accounts payable to the scientific founder. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
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, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the valuation of stock-based awards and the accrual of research and development expenses. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates as there are changes in circumstances, facts and experience. Actual results may differ from those estimates or assumptions. |
Concentrations of credit risk and of significant suppliers | Concentrations of credit risk and of significant suppliers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash, cash equivalents and marketable securities. As of December 31, 2022 and 2021, the Company maintained cash, cash equivalents and marketable securities balances in excess of federally insured limits. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company is dependent on third-party vendors for the manufacturing of its product candidates. In particular, the Company relies, and expects to continue to rely, on a small number of vendors to manufacture materials and components required for the production of its product candidates. These programs could be adversely affected by a significant interruption in the manufacturing process. |
Cash equivalents | Cash equivalents The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. |
Fair value measurements | Fair value measurements Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants 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. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • 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 and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The Company’s cash equivalents and marketable securities are carried at fair value, determined according to the fair value hierarchy described above (see Note 4). The carrying values of the Company’s accounts payable and accrued expenses approximate their fair values due to the short-term nature of these liabilities. |
Marketable securities | Marketable securities The Company’s marketable securities (non-equity instruments) are classified as available-for-sale and are carried at fair value, with the unrealized gains and losses reported as a component of accumulated other comprehensive income (loss) in stockholders’ equity (deficit). Realized gains and losses and declines in value determined to be other than temporary are based on the specific identification method and are included as a component of other income (expense), net in the consolidated statements of operations and comprehensive loss. The Company evaluates its marketable securities with unrealized losses for other-than-temporary impairment. When assessing marketable securities for other-than-temporary declines in value, the Company considers such factors as, among other things, how significant the decline in value is as a percentage of the original cost, how long the market value of the investment has been less than its original cost, the Company’s ability and intent to retain the investment for a period of time sufficient to allow for any anticipated recovery in fair value and market conditions in general. If any adjustment to fair value reflects a decline in the value of the investment that the Company considers to be “other than temporary,” the Company reduces the investment to fair value through a charge recorded in the consolidated statements of operations and other comprehensive loss. No such adjustments were necessary during the periods presented. The Company classifies its marketable securities with maturities beyond one year as short-term, based on their highly liquid nature and because such marketable securities are available for current operations. |
Segment information | Segment information The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. All of the Company’s operations are in the United States. |
Research and development costs | Research and development costs Research and development expenses consist of costs incurred in performing research and development activities, including salaries and bonuses, stock-based compensation, employee benefits, consulting costs, and external costs of vendors engaged to conduct research, preclinical and clinical development activities. Costs for research and development activities are expensed in the period in which they are incurred. Payments for such activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the consolidated financial statements as prepaid expense or accrued research and development expense. Determining the prepaid and accrued balances at the end of any reporting period incorporates certain judgments and estimates by management that are based on information available to the Company including information provided by vendors regarding the progress to completion of specific tasks or costs incurred. |
Patent costs | Patent costs All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses. |
Stock-based compensation | Stock-based compensation The Company measures compensation expense for stock-based awards to employees, non-employees and directors based on the fair value on the date of grant. The Company measures fair value on the date of grant using the Black-Scholes option-pricing model for stock options with service-based vesting. The Company measures fair value on the date of grant for restricted common stock awards using the difference between the purchase price per share of the award, if any, and the fair value of the Company’s common stock. Compensation expense for the awards is recognized over the requisite service period, which is generally the vesting period of the respective award. The Company uses the straight-line method to record the expense of awards with service-based vesting conditions. The Company accounts for forfeitures of stock-based awards as they occur. The Company classifies stock-based compensation expense in its consolidated statements of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. |
Comprehensive income (loss) | Comprehensive income (loss) Comprehensive income (loss) includes net income (loss) as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with stockholders. The Company’s only element of other comprehensive income (loss) are unrealized gains (losses) on marketable securities. |
Net income (loss) per share | Net income (loss) per share Prior to the closing of the IPO, the Company followed the two-class method when computing net income (loss) per share, as the Company had issued shares that met the definition of participating securities. The two-class method determines net income (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 income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Subsequent to the closing of the IPO, basic net income (loss) per common share is computed by dividing the net income (loss) by the weighted average number of shares of common stock outstanding for the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of outstanding stock options and unvested restricted stock units. For periods in which the Company reported a net loss, diluted net loss per common share is the same as basic net loss per common share, since dilutive common shares are not assumed to have been issued if their affect is anti-dilutive. The Company has two classes of common stock outstanding: Class A common stock and Class B common stock. As more fully described in Note 6, the rights of the holders of Class A and Class B common stock are substantially identical, except with respect to voting and conversion. Each share of Class B common stock is convertible into one share of Class A common stock at the option of the holder at any time, subject to the ownership limitations provided for in the Company’s amended and restated certificate of incorporation. The Company allocates undistributed earnings attributable to common stock between the common stock classes on a one-to-one basis when computing net income (loss) per share. As a result, basic and diluted net income (loss) per share of Class A common stock and share of Class B common stock are equivalent. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: As of December 31, 2022 2021 Unvested restricted common stock — 21,129 Options to purchase common stock 6,453,741 4,909,545 6,453,741 4,930,674 |
Income taxes | Income taxes The Company accounts for income taxes using 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 recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the 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. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to the provision for income taxes. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. Any resulting unrecognized tax benefits are recorded within the provision for income taxes. |
Recently issued and adopted accounting pronouncements | Recently issued accounting pronouncements The Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected not to “opt out” of the extended transition related to complying with new or revised accounting standards, which means that when a standard is issued or revised and it has different application dates for public and nonpublic companies, the Company will adopt the new or revised standard at the time nonpublic companies adopt the new or revised standard and will do so until such time that the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326). The new standard adjusts the accounting for assets held at amortized costs basis, including marketable securities accounted for as available for sale, and trade receivables. The standard eliminates the probable initial recognition threshold and requires an entity to reflect its current estimate of all expected credit losses. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial assets to present the net amount expected to be collected. For public entities except smaller reporting companies, this guidance was effective for annual reporting periods beginning after December 15, 2019 and for interim periods within those years. For nonpublic entities and smaller reporting companies, this guidance was effective for annual reporting periods beginning after December 15, 2021. Early adoption is permitted for all entities. In November 2019, the FASB issued ASU No. 2019-10, which deferred the effective date for nonpublic entities to annual reporting periods beginning after December 15, 2022, including interim periods within those years. Early application continues to be allowed. The Company is currently assessing the impact of the adoption of this guidance on its consolidated financial statements. Recently adopted accounting pronouncements Effective January 1, 2022 , the Company adopted ASC Topic 842, Leases (“ASC 842”), using the modified retrospective approach with no restatement of prior periods or cumulative adjustment to accumulated deficit. Therefore, as of and for the year ended December 31, 2021, the Company’s consolidated financial statements continue to be presented in accordance with ASC Topic 840, Leases, the accounting standard originally in effect for such period. As of and for the year ended December 31, 2022, the Company’s consolidated financial statements are presented in accordance with ASC 842. The Company elected to use the transition package of three practical expedients, which among other things, allowed the Company to carry forward the historical lease classification. The Company elected, under ASC 842, the further practical expedient not to separate non-lease components from the lease components to which they relate and instead to combine them and account for them as a single lease component. The Company also elected the accounting policy election to keep leases with a term of 12 months or less off the balance sheet and to recognize payments for those leases on a straight-line basis over the lease term. As the Company’s only existing lease as of the adoption date was for office space with a term of less than 12 months, there was no impact to the Company’s consolidated financial statements on the date of adoption. In accordance with ASC 842, the Company accounts for a contract as a lease when it has the right to control the asset for a period of time while obtaining substantially all of the asset’s economic benefits. The Company determines if an arrangement is a lease or contains an embedded lease at inception. For arrangements that meet the definition of a lease, the Company determines the initial classification and measurement of its right-of-use asset and lease liability at the lease commencement date and thereafter if modified. The lease term includes any renewal options that the Company is reasonably assured to exercise. The present value of lease payments is determined by using the interest rate implicit in the lease, if that rate is readily determinable; otherwise, the Company uses its estimated secured incremental borrowing rate for that lease term . |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: As of December 31, 2022 2021 Unvested restricted common stock — 21,129 Options to purchase common stock 6,453,741 4,909,545 6,453,741 4,930,674 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Marketable Securities [Abstract] | |
Summary of Marketable securities by Security | Marketable securities by security type consisted of the following (in thousands): December 31, 2022 Amortized Gross Gross Fair Value Commercial paper (due within one year) $ 90,685 $ 1 $ ( 93 ) $ 90,593 Corporate bonds (due within one year) 70,668 1 ( 332 ) 70,337 Government securities (due within one year) 19,267 22 ( 28 ) 19,261 U.S. treasury securities (due within one year) 28,560 — ( 23 ) 28,537 Corporate bonds (due after one year through two years) 5,262 — ( 18 ) 5,244 Government securities (due after one year through two years) 16,409 — ( 24 ) 16,385 $ 230,851 $ 24 $ ( 518 ) $ 230,357 December 31, 2021 Amortized Gross Gross Fair Value Commercial paper (due within one year) $ 121,156 $ — $ ( 44 ) $ 121,112 Corporate bonds (due within one year) 43,756 — ( 60 ) 43,696 Government securities (due within one year) 4,583 — ( 10 ) 4,573 U.S. treasury securities (due within one year) 10,056 — ( 9 ) 10,047 Corporate bonds (due after one year through two years) 36,218 1 ( 99 ) 36,120 Government securities (due after one year through two years) 4,045 — ( 8 ) 4,037 $ 219,814 $ 1 $ ( 230 ) $ 219,585 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Assets Measured on Recurring Basis | The following tables present the Company’s fair value hierarchy for its assets, which are measured at fair value on a recurring basis (in thousands): Fair Value Measurements at December 31, 2022 Using: Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 240,803 $ — $ — $ 240,803 Marketable securities: Commercial paper — 90,593 — 90,593 Corporate bonds — 75,581 — 75,581 Government securities — 35,646 — 35,646 U.S. treasury securities — 28,537 — 28,537 $ 240,803 $ 230,357 $ — $ 471,160 Fair Value Measurements at December 31, 2021 Using: Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 67,522 $ — $ — $ 67,522 Marketable securities: Commercial paper — 121,112 — 121,112 Corporate bonds — 79,816 — 79,816 Government securities — 8,610 — 8,610 U.S. treasury securities — 10,047 — 10,047 $ 67,522 $ 219,585 $ — $ 287,107 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following (in thousands): December 31, 2022 2021 Accrued employee compensation and benefits $ 4,852 $ 2,730 Accrued external research and development expenses 5,944 1,757 Accrued insurance 910 976 Other 580 431 $ 12,286 $ 5,894 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Summary of share based payment award stock options valuation assumptions | The following table presents, on a weighted average basis, the assumptions used in the Black-Scholes option-pricing model to determine the grant-date fair value of stock options granted: Year Ended December 31, 2022 2021 Risk-free interest rate 2.1 % 0.8 % Expected volatility 77.5 % 79.8 % Expected dividend yield — — Expected term (in years) 6.0 6.1 |
Summary of Share-based payment arrangement, option, activity | The following table summarizes the Company’s option activity since December 31, 2021: Weighted Weighted Average Average Aggregate Number Exercise Contractual Intrinsic of Shares Price Term Value (in years) (in thousands) Outstanding as of December 31, 2021 4,909,545 $ 6.44 9.09 $ 62,702 Granted 2,178,910 17.14 Exercised ( 476,004 ) 3.86 Forfeited ( 158,710 ) 18.72 Outstanding as of December 31, 2022 6,453,741 $ 9.94 8.49 $ 128,285 Vested and expected to vest as of December 31, 2022 6,453,741 $ 9.94 8.49 $ 128,285 Options exercisable as of December 31, 2022 1,953,604 $ 5.63 8.03 $ 47,200 |
Summary of stock-based compensation expenses | The Company recorded stock-based compensation expense related to common stock options and restricted common stock in the following expense categories of its consolidated statements of operations and comprehensive loss (in thousands): Year Ended December 31, 2022 2021 Research and development expenses $ 4,214 $ 1,349 General and administrative expenses 6,111 2,202 $ 10,325 $ 3,551 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of effective income tax rate reconciliation | A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate is as follows: Year Ended December 31, 2022 2021 Federal statutory income tax rate 21.0 % 21.0 % State income taxes, net of federal benefit 6.5 6.2 Tax credits generated 6.6 4.1 Change in deferred tax asset valuation allowance ( 35.1 ) ( 29.5 ) Series A tranche rights change in fair value — ( 1.1 ) Stock-based compensation 1.1 ( 0.7 ) Other ( 0.1 ) — Effective income tax rate — % — % |
Schedule of deferred tax assets and liabilities | Net deferred tax assets consisted of the following (in thousands): December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 24,829 $ 19,951 Capitalized research and development 16,839 — Research and development tax credit carryforwards 7,465 2,175 Stock-based compensation 1,634 499 Other 1,345 779 Total deferred tax assets 52,112 23,404 Valuation allowance ( 52,107 ) ( 23,400 ) Net deferred tax assets 5 4 Deferred tax liabilities Other ( 5 ) ( 4 ) Total deferred tax liabilities ( 5 ) ( 4 ) Net deferred tax assets $ — $ — |
Summary of valuation allowance | The changes in the valuation allowance for the years ended December 31, 2022 and 2021 were as follows (in thousands): Year Ended December 31, 2022 2021 Valuation allowance as of beginning of year $ 23,400 $ 9,780 Increases recorded to income tax provision 28,707 13,620 Valuation allowance as of end of year $ 52,107 $ 23,400 |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Nov. 03, 2022 | Aug. 02, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Net proceeds from issuance of common stock in follow-on public offering after underwriting discounts and commission and offering costs | $ 248,630 | $ 177,270 | ||
Net proceeds from initial public offering | $ 174,300 | |||
Net loss | 81,854 | 46,338 | ||
Accumulated deficit | $ 160,077 | $ 78,223 | ||
Common Class A [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Stock issued during period shares new shares | 7,895,522 | |||
Shares issued price per share | $ 33.50 | |||
Net proceeds from issuance of common stock in follow-on public offering after underwriting discounts and commission and offering costs | $ 247,900 | |||
Common Class A [Member] | Over-Allotment Option [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Stock issued during period shares new shares | 1,029,850 | |||
Common Class A [Member] | IPO [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Stock issued during period shares new shares | 10,612,500 | |||
Shares issued price per share | $ 17 | |||
Common Class A [Member] | IPO [Member] | Over-Allotment Option [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Stock issued during period shares new shares | 1,462,500 | |||
Common Class B [Member] | IPO [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Stock issued during period shares new shares | 600,000 | |||
Shares issued price per share | $ 17 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Detail) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 6,453,741 | 4,930,674 |
Unvested restricted common stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 0 | 21,129 |
Options to purchase common stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 6,453,741 | 4,909,545 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Detail) - ASC 842 [Member] | Dec. 31, 2022 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Change in accounting principle, accounting standards update, adoption date | Jan. 01, 2022 |
Change in accounting principle, accounting standards update, adopted [true false] | true |
Change in accounting principle, accounting standards update, immaterial effect [true false] | true |
Marketable Securities - Summary
Marketable Securities - Summary of Marketable securities by Security (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Marketable Securities [Line Items] | ||
Amortized Cost | $ 230,851 | $ 219,814 |
Gross Unrealized Gains | 24 | 1 |
Gross Unrealized Losses | (518) | (230) |
Fair Value | 230,357 | 219,585 |
Commercial paper [Member] | Due within one year [Member] | ||
Marketable Securities [Line Items] | ||
Amortized Cost | 90,685 | 121,156 |
Gross Unrealized Gains | 1 | |
Gross Unrealized Losses | (93) | (44) |
Fair Value | 90,593 | 121,112 |
Corporate bonds [Member] | Due within one year [Member] | ||
Marketable Securities [Line Items] | ||
Amortized Cost | 70,668 | 43,756 |
Gross Unrealized Gains | 1 | |
Gross Unrealized Losses | (332) | (60) |
Fair Value | 70,337 | 43,696 |
Corporate bonds [Member] | Due from one to two years [Member] | ||
Marketable Securities [Line Items] | ||
Amortized Cost | 5,262 | 36,218 |
Gross Unrealized Gains | 1 | |
Gross Unrealized Losses | (18) | (99) |
Fair Value | 5,244 | 36,120 |
Government Securities [Member] | Due within one year [Member] | ||
Marketable Securities [Line Items] | ||
Amortized Cost | 19,267 | 4,583 |
Gross Unrealized Gains | 22 | |
Gross Unrealized Losses | (28) | (10) |
Fair Value | 19,261 | 4,573 |
Government Securities [Member] | Due from one to two years [Member] | ||
Marketable Securities [Line Items] | ||
Amortized Cost | 16,409 | 4,045 |
Gross Unrealized Losses | (24) | (8) |
Fair Value | 16,385 | 4,037 |
US Treasury Securities [Member] | Due within one year [Member] | ||
Marketable Securities [Line Items] | ||
Amortized Cost | 28,560 | 10,056 |
Gross Unrealized Losses | (23) | (9) |
Fair Value | $ 28,537 | $ 10,047 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Assets Measured on Recurring Basis (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | $ 230,357 | $ 219,585 |
Fair Value Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 471,160 | 287,107 |
Fair Value Recurring [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 240,803 | 67,522 |
Fair Value Recurring [Member] | Commercial Paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 90,593 | 121,112 |
Fair Value Recurring [Member] | Corporate bonds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 75,581 | 79,816 |
Fair Value Recurring [Member] | Government securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 35,646 | 8,610 |
Fair Value Recurring [Member] | U.S. treasury securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 28,537 | 10,047 |
Fair Value Recurring [Member] | Fair value, inputs, level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 240,803 | 67,522 |
Fair Value Recurring [Member] | Fair value, inputs, level 1 [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 240,803 | 67,522 |
Fair Value Recurring [Member] | Fair value, inputs, level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 230,357 | 219,585 |
Fair Value Recurring [Member] | Fair value, inputs, level 2 [Member] | Commercial Paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 90,593 | 121,112 |
Fair Value Recurring [Member] | Fair value, inputs, level 2 [Member] | Corporate bonds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 75,581 | 79,816 |
Fair Value Recurring [Member] | Fair value, inputs, level 2 [Member] | Government securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 35,646 | 8,610 |
Fair Value Recurring [Member] | Fair value, inputs, level 2 [Member] | U.S. treasury securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | $ 28,537 | $ 10,047 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value transfers in or out of Level 3 | $ 0 | $ 0 |
Change in fair value of the Series A Tranche Rights | $ 0 | 635 |
Reclassification from liability to value of preferred stock issued | $ 2,592 | |
Series A convertible preferred stock [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Issuance of convertible preferred stock, Shares | 22,486,302 | |
Shares issued price per share | $ 0.4447152 | |
Change in fair value of the Series A Tranche Rights | $ 600 | |
Reclassification from liability to value of preferred stock issued | $ 2,600 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accrued Liabilities, Current [Abstract] | ||
Accrued employee compensation and benefits | $ 4,852 | $ 2,730 |
Accrued external research and development expenses | 5,944 | 1,757 |
Accrued insurance | 910 | 976 |
Other | 580 | 431 |
Total Accrued expenses | $ 12,286 | $ 5,894 |
Notes Payable to Related Party
Notes Payable to Related Party - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Feb. 28, 2021 | |
Related Party Transaction [Line Items] | ||
Loss on extinguishment of debt | $ (580) | |
Convertible preferred stock [Member] | ||
Related Party Transaction [Line Items] | ||
Conversion of note payable and accrued interest to Series A convertible preferred stock , Shares | 5,025,604 | |
Deerfield Healthcare Innovations Fund L.P. And Deerfield Private Design Fund IV, L.P [Member] | Promissory Note [Member] | ||
Related Party Transaction [Line Items] | ||
Debt instrument face amount | $ 2,000 |
Convertible Preferred Stock - A
Convertible Preferred Stock - Additional Information (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Class of Stock [Line Items] | |
Gross Proceeds from issuance of convertible preferred stock | $ 144,652 |
Common Stock - Additional Infor
Common Stock - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2022 | |
Common stock, voting rights | Each share of Class A common stock is entitled to one vote and shares of Class B common stock are non-voting, except as may be required by law. |
Common Class B [Member] | |
Common stock, terms of conversion | Each share of Class B common stock may be converted at any time into one share of Class A common stock at the option of its holder, subject to the ownership limitations provided for in the Company’s amended and restated certificate of incorporation. |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Share Based Payment Award Stock Options Valuation Assumptions (Detail) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | ||
Risk-free interest rate | 2.10% | 0.80% |
Expected volatility | 77.50% | 79.80% |
Expected dividend yield | 0% | 0% |
Expected term (in years) | 6 years | 6 years 1 month 6 days |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Share Based Compensation Stock Options Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Beginning Balance, Number of Shares | 4,909,545 | |
Number of Shares, Granted | 2,178,910 | |
Number of Shares, Exercised | (476,004) | |
Number of Shares, Forfeited | (158,710) | |
Ending Balance, Number of Shares | 6,453,741 | 4,909,545 |
Number of Shares, Vested and expected to vest | 6,453,741 | |
Number of Shares, Options exercisable | 1,953,604 | |
Beginning Balance, Weighted Average Exercise Price | $ 6.44 | |
Weighted Average Exercise Price, Granted | 17.14 | |
Weighted Average Exercise Price, Exercised | 3.86 | |
Weighted Average Exercise Price, Forfeited | 18.72 | |
Ending Balance, Weighted Average Exercise Price | 9.94 | $ 6.44 |
Weighted Average Exercise Price, Vested and expected to vest | 9.94 | |
Weighted Average Exercise Price, Options exercisable | $ 5.63 | |
Weighted Average Contractual Term | 8 years 5 months 26 days | 9 years 1 month 2 days |
Weighted Average Contractual Term, Vested and expected to vest | 8 years 5 months 26 days | |
Weighted Average Contractual Term, Options exercisable | 8 years 10 days | |
Aggregate Intrinsic Value, Outstanding Balance | $ 128,285 | $ 62,702 |
Aggregate Intrinsic Value, Vested and expected to vest | 128,285 | |
Aggregate Intrinsic Value, Options exercisable | $ 47,200 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Stock-Based Compensation Expenses (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation | $ 10,325 | $ 3,551 |
Research and Development Expenses [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation | 4,214 | 1,349 |
General and Administrative Expenses [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation | $ 6,111 | $ 2,202 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||||
Jan. 01, 2023 | Jan. 01, 2022 | Jul. 28, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Unrecognized compensation cost related to common stock options | $ 30.7 | ||||
Share based payment weighted average period | 2 years 8 months 12 days | ||||
Weighted average grant-date fair value of stock options granted | $ 11.54 | $ 5.87 | |||
Aggregate intrinsic value of stock options exercised | $ 10.7 | $ 0.3 | |||
2021 Stock Option and Incentive Plan [Member] | Subsequent Event [Member] | |||||
Number of additional authorized shares reserved | 2,833,447 | ||||
2021 Stock Option and Incentive Plan [Member] | Common Class A [Member] | |||||
Shares available for future issurance | 5,661,778 | ||||
Number of authorized shares reserved | 5,866,004 | ||||
Number of additional authorized shares reserved | 2,414,871 | ||||
2021 Employee Stock Purchase Plan [Member] | |||||
Shares available for future issurance | 946,128 | ||||
Number of shares issued | 0 | ||||
2021 Employee Stock Purchase Plan [Member] | Subsequent Event [Member] | |||||
Number of additional authorized shares reserved | 473,064 | ||||
2021 Employee Stock Purchase Plan [Member] | Common Class A [Member] | |||||
Percentage of purchase price of each shares purchased | 85% | ||||
Number of authorized shares reserved | 473,064 | ||||
Number of additional authorized shares reserved | 473,064 | ||||
Restricted Stock [Member] | |||||
Unvested restricted common stock vested shares | 21,129 | ||||
Unvested restricted common stock shares | 0 | 21,129 | |||
Aggregate fair value of restricted common stock, vested | $ 0.2 | ||||
Maximum [Member] | 2021 Stock Option and Incentive Plan [Member] | Class A and Class B Common Stock [Member] | |||||
Share based compensation arrangement by share based payment award annual increase percentage | 5% | ||||
Maximum [Member] | 2021 Employee Stock Purchase Plan [Member] | Common Class A [Member] | |||||
Share based compensation arrangement by share based payment award annual increase amount | 473,064 | ||||
Maximum [Member] | 2021 Employee Stock Purchase Plan [Member] | Class A and Class B Common Stock [Member] | |||||
Share based compensation arrangement by share based payment award annual increase percentage | 1% | ||||
Maximum [Member] | Restricted Stock [Member] | |||||
Aggregate fair value of restricted common stock, vested | $ 0.1 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Unrecognized Tax Benefits | $ 0 | $ 0 |
Description of income tax examination | In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. There are currently no pending tax examinations. The Company is open to future tax examination under statute from 2019 to the present. | |
Operating loss carryforward offset limit percentage | 80% | |
Earliest Tax Year [Member] | ||
Open tax year | 2019 | |
State and Local Jurisdiction [Member] | ||
Operating loss carryforwards | $ 90,500 | |
Operating loss carryforward expiration year start | 2037 | |
State and Local Jurisdiction [Member] | Research Tax Credit Carryforward [Member] | ||
Tax credit carryforwards research and development | $ 2,400 | |
Tax credit carryforward expiration year start | 2033 | |
Domestic Tax Authority [Member] | ||
Operating loss carryforwards | $ 91,100 | |
Domestic Tax Authority [Member] | Research Tax Credit Carryforward [Member] | ||
Tax credit carryforwards research and development | $ 5,600 | |
Tax credit carryforward expiration year start | 2033 | |
Domestic Tax Authority [Member] | Expirable [Member] | ||
Operating loss carryforwards | $ 1,100 | |
Operating loss carryforward expiration year start | 2037 | |
Domestic Tax Authority [Member] | Non expirable [Member] | ||
Operating loss carryforwards | $ 90,000 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Detail) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory income tax rate | 21% | 21% |
State income taxes, net of federal benefit | 6.50% | 6.20% |
Tax credits generated | 6.60% | 4.10% |
Change in deferred tax asset valuation allowance | (35.10%) | (29.50%) |
Series A tranche rights change in fair value | (1.10%) | |
Stock-based compensation | 1.10% | (0.70%) |
Other | (0.10%) | |
Effective income tax rate | (0.00%) | 0% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Tax Assets, Gross [Abstract] | |||
Net operating loss carryforwards | $ 24,829 | $ 19,951 | |
Capitalized research and development | 16,839 | ||
Research and development tax credit carryforwards | 7,465 | 2,175 | |
Stock-based compensation | 1,634 | 499 | |
Other | 1,345 | 779 | |
Total deferred tax assets | 52,112 | 23,404 | |
Valuation allowance | (52,107) | (23,400) | $ (9,780) |
Net deferred tax assets | 5 | 4 | |
Deferred tax liabilities | |||
Other | (5) | (4) | |
Total deferred tax liabilities | $ (5) | (4) | |
Net deferred tax assets | $ 0 |
Income Taxes - Summary of Valua
Income Taxes - Summary of Valuation Allowance (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Valuation allowance as of beginning of year | $ 23,400 | $ 9,780 |
Increases recorded to income tax provision | 28,707 | 13,620 |
Valuation allowance as of end of year | $ 52,107 | $ 23,400 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Accrued liability | $ 0 | $ 0 |
Defined Contribution Plan - Add
Defined Contribution Plan - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Defined contribution plan, employer discretionary contribution amount | $ 0.6 | $ 0 |
Defined contribution plan employer matching contribution percent of match | 6% |
Related Parties - Additional In
Related Parties - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Feb. 28, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 31, 2021 | |
Loss on extinguishment of debt | $ 580,000 | |||
Scientific Founder [Member] | ||||
Notes receivable related parties amount received | $ 300,000 | |||
Deerfield And Scientific Founder [Member] | ||||
Related party amounts paid | $ 0 | 0 | ||
Promissory Note [Member] | Deerfield Healthcare Innovations Fund L.P. And Deerfield Private Design Fund IV, L.P [Member] | ||||
Debt instrument face amount | $ 2,000,000 | |||
Promissory Note [Member] | Deerfield Healthcare Innovations Fund L.P. And Deerfield Private Design Fund IV, L.P [Member] | Series A convertible preferred stock [Member] | ||||
Conversion of note payable and accrued interest to Series A convertible preferred stock , Shares | 5,025,604 | |||
Loss on extinguishment of debt | $ (600,000) | |||
Consulting Agreement [Member] | ||||
Related party amounts paid | 200,000 | 300,000 | ||
Consulting Agreement [Member] | Maximum [Member] | ||||
Accounts payable, related parties | $ 100,000 | $ 100,000 |