Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Mar. 25, 2022 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-K | |
Document Annual Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2021 | |
Entity File Number | 001-40886 | |
Entity Registrant Name | COGNITION THERAPEUTICS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 13-4365359 | |
Entity Address, Address Line One | 2500 Westchester Ave. | |
Entity Address, City or Town | Purchase | |
Entity Address State Or Province | NY | |
Entity Address, Postal Zip Code | 10577 | |
City Area Code | 412 | |
Local Phone Number | 481-2210 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | CGTX | |
Security Exchange Name | NASDAQ | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Public Float | $ 81,360,160 | |
Entity Common Stock, Shares Outstanding | 22,578,584 | |
Entity Central Index Key | 0001455365 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | FY | |
Amendment Flag | false | |
Auditor Name | Ernst & Young LLP | |
Auditor Firm ID | 42 | |
Auditor Location | Philadelphia, PA |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 54,721 | $ 5,189 |
Grant receivables | 1,799 | 564 |
Prepaid expenses | 1,994 | 544 |
Other receivables | 467 | 588 |
Other current assets | 11 | 23 |
Total current assets | 58,992 | 6,908 |
Property and equipment, net | 145 | 211 |
Total assets | 59,137 | 7,119 |
Current liabilities | ||
Accounts payable | 4,168 | 2,003 |
Accrued expenses | 1,751 | 994 |
Other current liabilities | 1,945 | 253 |
Total current liabilities | 7,864 | 3,250 |
Paycheck protection program loan | 443 | |
Derivative liability | 2,209 | |
Convertible notes, net | 12,409 | |
Accrued interest | 1,622 | |
Total liabilities | 7,864 | 19,933 |
Commitments and contingencies | ||
Convertible preferred stock: | ||
Total convertible preferred stock | 55,370 | |
Stockholders' equity (deficit): | ||
Preferred stock, $0.001 par value, 10,000,000 and 0 shares authorized at December 31, 2021 and 2020, respectively; no shares issued and outstanding at December 31, 2021 and 2020, respectively | ||
Common stock, $0.001 par value, 250,000,000 and 58,000,000 shares authorized at December 31, 2021 and 2020, respectively; 22,230,032 and 538,793 shares issued and outstanding at December 31, 2021 and 2020, respectively | 22 | 1 |
Additional paid-in capital | 145,453 | 222 |
Accumulated deficit | (94,004) | (68,220) |
Accumulated other comprehensive loss | (198) | (187) |
Total stockholders' equity (deficit) | 51,273 | (68,184) |
Total liabilities, convertible preferred stock, and stockholders' equity (deficit) | $ 59,137 | 7,119 |
Series A convertible preferred stock | ||
Convertible preferred stock: | ||
Total convertible preferred stock | 4,616 | |
Series A-1 convertible preferred stock | ||
Convertible preferred stock: | ||
Total convertible preferred stock | 5,398 | |
Series A-2 convertible preferred stock | ||
Convertible preferred stock: | ||
Total convertible preferred stock | 5,809 | |
Series B convertible preferred stock | ||
Convertible preferred stock: | ||
Total convertible preferred stock | $ 39,547 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Convertible preferred stock, shares authorized | 41,053,358 | |
Convertible preferred stock, shares issued | 40,524,346 | |
Convertible preferred stock, shares outstanding | 40,524,346 | |
Liquidation Preference (in dollars) | $ 57,161,000 | |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock shares authorized | 10,000,000 | 0 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 58,000,000 |
Common stock, shares issued | 22,230,032 | 538,793 |
Common stock, shares outstanding | 22,230,032 | 538,793 |
Series A convertible preferred stock | ||
Convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Convertible preferred stock, shares authorized | 0 | 3,067,519 |
Convertible preferred stock, shares issued | 0 | 2,819,027 |
Convertible preferred stock, shares outstanding | 0 | 2,819,027 |
Liquidation Preference (in dollars) | $ 0 | $ 4,766,000 |
Series A-1 convertible preferred stock | ||
Convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Convertible preferred stock, shares authorized | 0 | 3,970,776 |
Convertible preferred stock, shares issued | 0 | 3,730,366 |
Convertible preferred stock, shares outstanding | 0 | 3,730,366 |
Liquidation Preference (in dollars) | $ 0 | $ 5,572,000 |
Series A-2 convertible preferred stock | ||
Convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Convertible preferred stock, shares authorized | 0 | 3,565,063 |
Convertible preferred stock, shares issued | 0 | 3,565,063 |
Convertible preferred stock, shares outstanding | 0 | 3,565,063 |
Liquidation Preference (in dollars) | $ 0 | $ 5,997,000 |
Series B convertible preferred stock | ||
Convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Convertible preferred stock, shares authorized | 0 | 30,450,000 |
Convertible preferred stock, shares issued | 0 | 30,409,890 |
Convertible preferred stock, shares outstanding | 0 | 30,409,890 |
Liquidation Preference (in dollars) | $ 0 | $ 40,826,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Expenses: | ||
Research and development | $ 18,572 | $ 12,887 |
General and administrative | 10,026 | 4,520 |
Total operating expenses | 28,598 | 17,407 |
Loss from operations | (28,598) | (17,407) |
Other income (expense): | ||
Grant income | 17,447 | 10,855 |
Change in the fair value of the derivative liability | 2,209 | 18 |
Change in the fair value of the warrant liability | 181 | |
Change in the fair value of the Simple Agreements for Future Equity | (2,236) | |
Other (expense) income, net | (88) | 394 |
Gain (loss) on debt extinguishment | 443 | (129) |
Interest expense, net | (893) | (1,751) |
Total other income, net | 16,882 | 9,568 |
Net loss | (11,716) | (7,839) |
Cumulative preferred stock dividends | (4,532) | (4,234) |
Net loss attributable to common stockholders | (16,248) | (12,073) |
Unrealized loss on foreign currency translation | (11) | (2) |
Total comprehensive loss | $ (11,727) | $ (7,841) |
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (3.13) | $ (23.76) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (3.13) | $ (23.76) |
Weighted-average common shares outstanding, basic (in shares) | 5,190,883 | 508,112 |
Weighted-average common shares outstanding, diluted (in shares) | 5,190,883 | 508,112 |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Stockholders' Deficit - USD ($) $ in Thousands | Series A convertible preferred stock | Series A-1 convertible preferred stock | Series A-2 convertible preferred stock | Series B convertible preferred stock | Series B-1 convertible preferred stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total |
Beginning Balances at Dec. 31, 2019 | $ 1 | $ 1 | $ (58,239) | $ (185) | $ (58,422) | |||||
Beginning Balances (in shares) at Dec. 31, 2019 | 469,751 | |||||||||
Shareholders' Equity | ||||||||||
Exercise of common stock warrants | 34 | 34 | ||||||||
Exercise of common stock warrants (in shares) | 50,497 | |||||||||
Exercise of stock options | 13 | $ 13 | ||||||||
Exercise of stock options (in shares) | 18,545 | 18,545 | ||||||||
Equity-based compensation | 475 | $ 475 | ||||||||
Accretion of convertible preferred stock to redemption value | (301) | (2,142) | (2,443) | |||||||
Other comprehensive loss | (2) | (2) | ||||||||
Net loss | (7,839) | (7,839) | ||||||||
Ending Balances at Dec. 31, 2020 | $ 1 | 222 | (68,220) | (187) | (68,184) | |||||
Ending Balances (in shares) at Dec. 31, 2020 | 538,793 | |||||||||
Beginning Balances at Dec. 31, 2019 | $ 4,413 | $ 5,160 | $ 5,552 | $ 37,802 | ||||||
Beginning Balances (in shares) at Dec. 31, 2019 | 2,819,027 | 3,730,366 | 3,565,063 | 30,409,890 | ||||||
Temporary equity | ||||||||||
Accretion of convertible preferred stock to redemption value | $ 203 | $ 238 | $ 257 | $ 1,745 | ||||||
Ending Balances at Dec. 31, 2020 | $ 4,616 | $ 5,398 | $ 5,809 | $ 39,547 | $ 55,370 | |||||
Ending Balances (in shares) at Dec. 31, 2020 | 2,819,027 | 3,730,366 | 3,565,063 | 30,409,890 | 40,524,346 | |||||
Shareholders' Equity | ||||||||||
Exercise of common stock warrants | 34 | $ 34 | ||||||||
Exercise of common stock warrants (in shares) | 198,198 | 198,198 | ||||||||
Exercise of stock options | 276 | $ 276 | ||||||||
Exercise of stock options (in shares) | 321,686 | 321,686 | ||||||||
Equity-based compensation | 5,183 | $ 5,183 | ||||||||
Issuance of Series B-1 convertible preferred stock upon conversion of debt | (397) | (14,068) | (14,465) | |||||||
Conversion of convertible preferred stock into common stock | $ 16 | 84,745 | 84,761 | |||||||
Conversion of convertible preferred stock into common stock (in shares) | 15,906,537 | |||||||||
Conversion of SAFE into common stock | $ 1 | 11,177 | 11,178 | |||||||
Conversion of SAFE into common stock (in shares) | 931,485 | |||||||||
Issuance of common stock in initial public offering, net of discounts and issuance costs of $7,783 | $ 4 | 44,213 | 44,217 | |||||||
Issuance of common stock in initial public offering, net of discounts and issuance costs of $7,783 (shares) | 4,333,333 | |||||||||
Other comprehensive loss | (11) | (11) | ||||||||
Net loss | (11,716) | (11,716) | ||||||||
Ending Balances at Dec. 31, 2021 | $ 22 | $ 145,453 | $ (94,004) | $ (198) | $ 51,273 | |||||
Ending Balances (in shares) at Dec. 31, 2021 | 22,230,032 | |||||||||
Temporary equity | ||||||||||
Issuance of Series B-1 Convertible Preferred Stock upon conversion of debt | $ 29,391 | |||||||||
Issuance of Series B-1 Convertible Preferred Stock upon conversion of debt (in shares) | 10,926,089 | |||||||||
Conversion of convertible preferred stock into common stock | $ (4,616) | $ (5,398) | $ (5,809) | $ (39,547) | $ (29,391) | |||||
Conversion of convertible preferred stock into common stock (in shares) | (2,819,027) | (3,730,366) | (3,565,063) | (30,409,890) | (10,926,089) | |||||
Ending Balances (in shares) at Dec. 31, 2021 | 0 | 0 | 0 | 0 |
Consolidated Statements of Co_2
Consolidated Statements of Convertible Preferred Stock and Stockholders' Deficit (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT | |
Issuance of common stock in initial public offering, net of discounts and issuance cost | $ 7,783 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (11,716) | $ (7,839) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 93 | 98 |
Amortization of debt issuance costs | 31 | 54 |
Amortization of debt discount | 352 | 782 |
Change in the fair value of the derivative liability | (2,209) | (18) |
Change in the fair value of the warrant liability | (181) | |
Change in the fair value of the Simple Agreements for Future Equity | 2,236 | |
(Gain) loss on debt extinguishment | (443) | 129 |
Equity-based compensation | 5,183 | 475 |
Changes in operating assets and liabilities: | ||
Grant receivables | (1,235) | 2,097 |
Prepaid expenses and other current assets | 21 | (417) |
Other receivables | 121 | 904 |
Accounts payable | 2,165 | (364) |
Accrued expenses and interest | 1,269 | 595 |
Other current liabilities | 501 | 252 |
Net cash used in operating activities | (3,631) | (3,433) |
Cash flows from investing activities: | ||
Payments for property and equipment | (27) | (10) |
Net cash used in investing activities | (27) | (10) |
Cash flows from financing activities: | ||
Payments on capital lease obligation | (4) | |
Proceeds from issuance of common stock in initial public offering | 44,217 | |
Proceeds from issuance of Simple Agreements for Future Equity | 8,942 | |
Proceeds from the exercise of common stock options | 276 | 13 |
Proceeds from the exercise of common stock warrants | 34 | 34 |
Payments on loan payable | (268) | |
Proceeds from the paycheck protection program loan | 443 | |
Proceeds from the issuance of convertible notes | 5,372 | |
Debt issuance costs related to convertible notes | (93) | |
Net cash provided by financing activities | 53,201 | 5,765 |
Effect of exchange rate changes on cash and cash equivalents | (11) | (23) |
Net increase in cash and cash equivalents | 49,532 | 2,299 |
Cash and cash equivalents | ||
Cash and cash equivalents-beginning of period | 5,189 | 2,890 |
Cash and cash equivalents-end of period | 54,721 | 5,189 |
Supplemental disclosures of non-cash financing activities: | ||
Conversion of convertible preferred stock into common stock in initial public offering | 84,761 | |
Conversion of Simple Agreements for Future Equity into common stock in initial public offering | 11,178 | |
Issuance of Series B-1 convertible preferred stock upon conversion of debt | 29,391 | |
Prepayment of insurance through third-party financing | $ 1,191 | |
Non-cash accretion of convertible preferred stock to redemption value | $ (2,443) |
Description of Business and Fin
Description of Business and Financial Condition | 12 Months Ended |
Dec. 31, 2021 | |
Description of Business and Financial Condition | |
Description of Business and Financial Condition | 1. Description of Business and Financial Condition Cognition Therapeutics, Inc. (the “Company”) was incorporated as a Delaware corporation on August 21, 2007. The Company is a biopharmaceutical company developing disease modifying therapies for central nervous system (“CNS”) disorders. The Company’s pipeline candidates were discovered using proprietary biology and chemistry platforms designed to identify novel drug targets and disease-modifying therapies that address dysregulated pathways specifically associated with neurodegenerative diseases. The Company was founded on the unique combination of biological expertise around these targets, including proprietary assays that emphasize functional responses, and proprietary medicinal chemistry intended to produce novel, high-quality small-molecule drug candidates. On July 14, 2015, the Company formed Cognition Therapeutics PTY LTD, as its wholly owned subsidiary (the “Subsidiary”), primarily for the purpose of conducting research and development efforts at facilities located in Australia. Assets and liabilities of the Subsidiary, which uses the Australian dollar as its local functional currency, are translated to United States (U.S.) dollars at year-end exchange rates. Income statement accounts are translated using the average exchange rates prevailing during the month in which income and expenses are generated. Translation adjustments are recorded to accumulated other comprehensive income (loss) (“AOCI”) within stockholders’ deficit. Gains and losses from foreign currency transactions are included in net loss as a part of other income, net. On October 13, 2021, the Company closed its initial public offering (“IPO”) of 3,768,116 shares of the Company’s common stock at a public offering price of $12.00 per share. The gross proceeds from the IPO, excluding the overallotment exercise, were $45,217 and the net proceeds were approximately $37,909, after deducting underwriting discounts and commissions and other offering related expenses payable by the Company. Upon completion of the IPO, all of the Company’s then outstanding preferred stock was automatically converted into an aggregate of 15,906,537 shares of common stock and an aggregate amount of $8,942 of simple agreements for future equity (“SAFEs”) was automatically converted into an aggregate of 931,485 shares of common stock. On November 10, 2021, the representative of the underwriters for the IPO provided notice to the Company that it had elected to exercise its over-allotment option in full to purchase 565,217 shares of the Company’s common stock. The representative’s exercise of the over-allotment option closed on November 12, 2021, resulting in gross proceeds of $6,783 and net proceeds to the Company of approximately $6,308, after deducting underwriting discounts and commissions and other offering related expenses. The Company held cash and cash equivalents of $54,721 at December 31, 2021. The Company expects that its cash and cash equivalents, including the net proceeds from its IPO, will enable it to fund its operating expenses and capital expenditure requirements through at least the one year period subsequent to the filing date of this Annual Report on Form 10-K. However, additional funding will be necessary to fund future preclinical and clinical activities. The Company expects to finance its future cash needs through a combination of grant awards, equity or debt financings, collaboration agreements, strategic alliances and licensing arrangements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents consist primarily of interest-bearing deposits at various financial institutions and money markets. The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Receivables Grant Receivables Grant receivables relate to outstanding amounts due for reimbursable expenditures of awarded grants issued by the National Institute of Health and are carried at their estimated collectible amounts. The Company expects all receivables to be collectible, and accordingly, there is no allowance for doubtful accounts required on these grant receivables. Other Receivables Other receivables consist of Australian research and development tax credit from the Australian Tax Authority, as well as other receivables from time to time. Historically, the Australian tax refund is paid directly to the Company by the Australian Tax Authority. Research and development tax refunds and credits are carried at their estimated collectible amounts. The Company expects all receivables to be collectible and accordingly, there is no allowance for doubtful accounts required on these other receivables. Deferred Offering Costs The Company capitalizes certain legal, accounting and other third-party fees that are directly associated with in-process equity financings, including the IPO, as deferred costs until such financings are consummated. After consummation of the equity financing, these costs are recorded in stockholders’ deficit as a reduction of proceeds generated as a result of the offering. Property and Equipment Property and equipment is recorded at cost, less accumulated depreciation. Depreciation is computed on the straight-line basis over the estimated useful life of the asset. The Company estimates the useful life to be 5 and 6 years for equipment and furniture and fixtures, respectively. The cost of repairs and maintenance is charged to expense as incurred. Property and equipment is evaluated for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. If expected cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of the assets. There were no indicators of impairment of long-lived assets during the years ended December 31, 2021 or 2020. Convertible Instruments ASC 815, Derivatives and Hedging Activities The Company also follows ASC 480-10, Distinguishing Liabilities from Equity Debt Issuance Costs and Discounts The Company incurred third-party costs in connection with the convertible notes as described in Note 8. These costs are classified on the balance sheet as a direct deduction from the convertible notes and amortized over the term of the agreement as interest expense using the effective interest rate method. Discounts related to bifurcated derivatives resulting from the convertible note issuances are recorded as a reduction to the carrying value of the debt and amortized over the life of the debt using the effective interest method. Warrants Issued in Connection with Financings The Company generally accounts for warrants issued in connection with debt and equity financings as a component of equity, unless the warrants include specific features, such as if the warrants are exercisable for securities that are considered contingently redeemable. For warrants that are exercisable for securities that are considered contingently redeemable, the Company records the fair value of the warrants as a liability at each balance sheet date and records changes in fair value in other (income) expense in the consolidated statement of operations and comprehensive loss. Convertible Preferred Stock The Company has classified convertible preferred stock outside of stockholders’ deficit in the accompanying balance sheets due to the convertible preferred stock’s redemption features. Originally, the convertible preferred stock was eligible to become redeemable at the holder’s option at any time after March 20, 2021. This right was removed in connection with an amendment to the Company’s articles of incorporation on July 29, 2020. Pre-amendment, the convertible preferred stock was redeemable due to the passage of time, and therefore, the Company recorded changes in the redemption value and accreted the convertible preferred stock immediately to the redemption value during each period presented. These increases were affected through charges against retained earnings, if any, and then to additional paid-in capital. In the absence of additional paid-in capital, the accretion is charged to accumulated deficit. Post-amendment, the convertible preferred stock is considered to be contingently redeemable only upon the occurrence of a deemed liquidation event (Note 9). As a result, the Company ceased accreting the convertible preferred stock on July 29, 2020. To evaluate whether the changes to the terms of the preferred stock should be accounted for as a modification or extinguishment, the Company follows the qualitative approach, in which amendments to preferred shares are analyzed based on the expected economics as well as the business purpose of the amendment. The Company concluded that the amendment did not result in a significant change to the fundamental nature of the preferred stock, and accordingly, the amendment was accounted for as a modification, and there was no accounting impact for the modification. Grant income For the year ended December 31, 2021 and 2020, the Company generated grant income of $17,447 and $10,855 from reimbursements from the National Institute of Health (“NIH”) for aging research, respectively. The Company records grant income in other income (expense) in the period in which the reimbursable research and development services are incurred and the right to payment is realized. The grants awarded relate to agreed upon direct and indirect costs for specific studies or clinical trials, which may include personnel and consulting costs, costs paid to contract research organizations (“CROs”), research institutions and/or consortiums involved in the grant, as well as facilities and administrative costs. These grants are cost plus fixed fee arrangements in which the Company is reimbursed for its eligible direct and indirect costs over time, up to the maximum amount of each specific grant award. Only costs that are allowable under the grant award, certain government regulations and the NIH’s supplemental policy and procedure manual may be claimed for reimbursement, and the reimbursements are subject to routine audits from governmental agencies from time to time. Research and Development Costs The Company is involved in research and development aimed at the development of treatments for a variety of diseases related to the central nervous system, with a primary focus on Alzheimer’s Disease. Research and development costs are expensed as incurred. Research and development expenses consist principally of personnel costs, including salaries, stock-based compensation, and benefits for employees, third-party license fees and other operational costs related to our research and development activities, including allocated facility-related expenses and external costs of outside vendors, and other direct and indirect costs. Non-refundable research and development costs are deferred and expensed as the related goods are delivered or services are performed. Costs for external development activities are recognized based on an evaluation of the progress to completion of specific tasks. Costs for certain research and development activities are recognized based on the pattern of performance of the individual arrangements, which may differ from the pattern of billings incurred, and are reflected in the consolidated financial statements as prepaid expenses or as accrued research and development expenses. Income Taxes The Company accounts for income taxes under the asset and liability method pursuant to authoritative guidance. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under this authoritative guidance, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. If it is more likely than not that some portion or all of a deferred tax asset will not be recognized, a valuation allowance is recognized. The Company accounts for uncertainty in income taxes using a recognition threshold of more-likely-than-not to be sustained upon examination by the appropriate taxing authority. Measurement of the uncertainty occurs if the recognition threshold is met. The Company has determined that there were no uncertainties as of December 31, 2021 and 2020 that met the recognition threshold. Equity-based Compensation Following the provisions of ASC 718, Compensation — Stock Compensation Black-Scholes requires inputs based on certain subjective assumptions, including (i) the expected stock price volatility, (ii) the expected term of the award, (iii) the risk-free interest rate and (iv) expected dividends. Due to a lack of sufficient public market data for the Company’s common stock and lack of company-specific historical and implied volatility data, the Company has based its computation of expected volatility on the historical volatility of a representative group of public companies with similar characteristics to the Company, including stage of product development and life science industry focus. The historical volatility is calculated based on a period of time commensurate with expected term assumption. The Company uses the simplified method to calculate the expected term for stock options granted to employees whereby the expected term equals the arithmetic average of the vesting term and the original contractual term of the stock options due to its lack of sufficient historical data. The risk-free interest rate is based on U.S. Treasury securities with a maturity date commensurate with the expected term of the associated award. The expected dividend yield is assumed to be zero as the Company has never paid dividends and has no current plans to pay any dividends on its common stock. Prior to the IPO, due to the absence of an active market for the Company’s common stock, the Company utilized methodologies in accordance with the framework of the American Institute of Certified Public Accountants Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation Concentration of Credit Risk The Company’s financial instruments that are exposed to credit risks consist of cash and cash equivalents. The Company maintains its cash and cash equivalents in bank deposit accounts which, at times, may exceed the federally insured limit. The Company has not experienced any losses in these accounts and does not believe it is exposed to any significant credit risk related to these funds. Fair Value of Financial Instruments The Company applies ASC 820, Fair Value Measurement The carrying value of the Company’s cash and cash equivalents, grants receivable, prepaid expense, other receivables, other current assets, accounts payable, accrued expenses and other current liabilities approximate fair value because of the short-term maturity of these financial instruments. In addition, the Company records its warrant liability, derivative liability, and SAFEs at fair value. The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below: ● Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. ● Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. ● Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. Comprehensive Loss The Company recorded $11 and $2 in other comprehensive loss related to foreign currency translation for the years ended December 31, 2021 and 2020, respectively. The Company presents comprehensive loss in a single statement within its consolidated financial statements. Net Loss Per Share Attributable to Common Stockholders Basic net loss attributable to common shares is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during each period. Diluted net loss attributable to common shares includes the effect, if any, from the potential exercise or conversion of securities, such as convertible preferred stock and stock options, which would result in the issuance of incremental shares of common stock. For diluted net loss per share, the weighted-average number of shares of common stock is the same for basic net loss per share due to the fact that when a net loss exists, dilutive securities are not included in the calculation as the impact is anti-dilutive. The Company’s convertible preferred stock entitles the holder to participate in dividends and earnings of the Company, and, if the Company were to recognize net income, it would have to use the two-class method to calculate earnings per share. The two-class method is not applicable during periods with a net loss, as the holders of the convertible preferred stock have no obligation to fund losses. Segments The Company has determined that it operates and manages one operating segment, which is the business of developing and commercializing therapeutics. The Company’s chief operating decision maker, its chief executive officer, reviews financial information on an aggregate basis for the purpose of allocating resources. Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it is (a) no longer an emerging growth company or (b) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. Recent Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases The Company adopted this standard on January 1, 2022. The Company expects to elect the package of practical expedients permitted under the transition guidance within the new standard, which, among other things, allows the Company to carry forward historical lease classification. The Company has substantially completed its evaluation of the impact of the adoption of ASU 2016-02 on its consolidated financial statements and upon adoption, expects to recognize a lease liability and related right-of-use asset on its consolidated balance sheet. The Company does not expect the standard to have a material impact on its operations or cash flows. In addition, the Company is currently implementing changes to processes and controls to support lease accounting and related disclosures under the new standard. In June 2018, the FASB issued ASU 2018-07, Compensation — Stock Compensation In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options Derivatives and Hedging — Contracts in Entity’s Own Equity In October 2020, the FASB issued ASU 2020-10, Codification Improvements In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt – Modifications and Extinguishments (Subtopic 470-50), Compensation – Stock Compensation (Topic 718), and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832) Reverse Stock Split In July 2021, the Company's Board of Directors approved an amendment to the Company's second amended and restated certificate of incorporation to effect a 1 |
Financial Instruments and Fair
Financial Instruments and Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Financial Instruments and Fair Value Measurements | |
Financial Instruments and Fair Value Measurements | 3. Financial Instruments and Fair Value Measurements Financial assets and liabilities measured at fair value are summarized below: As of December 31, 2021 Significant Quoted Priced in Significant Other Unobservable Active Markets Observable Inputs Inputs (Level 1) (Level 2) (Level 3) Total Assets: Money market funds $ 46,687 $ — $ — $ 46,687 Total assets $ 46,687 $ — $ — $ 46,687 As of December 31, 2020 Significant Quoted Priced in Significant Other Unobservable Active Markets Observable Inputs Inputs (Level 1) (Level 2) (Level 3) Total Assets: Money market funds $ 2,853 $ — $ — $ 2,853 Total assets $ 2,853 $ — $ — $ 2,853 Liabilities: Derivative liability $ — $ — $ 2,209 $ 2,209 Total liabilities $ — $ — $ 2,209 $ 2,209 The following table sets forth a summary of the changes in fair value of the Level 3 liabilities for the years ended December 31, 2021 and 2020: Warrant Derivative Liability Liability SAFE Total Balance at December 31, 2019 $ 181 $ 1,493 $ — $ 1,674 Change in the fair value of the warrant liability (181) — — (181) Fair value recognized upon the issuance of convertible notes — 734 — 734 Change in the fair value of the derivative liability — (18) — (18) Balance at December 31, 2020 — 2,209 — 2,209 Fair value recognized upon the issuance of SAFE — — 8,942 8,942 Change in the fair value of the liability — (2,209) 2,236 27 Fair value recognized upon conversion of SAFE into common stock — — (11,178) (11,178) Balance at December 31, 2021 $ — $ — $ — $ — Derivative Liability — the derivative liability is classified as Level 3 under the fair value hierarchy as it has been valued using certain unobservable inputs. These inputs include: (1) probability of occurrence of future events (such as a qualified financing or a sale), and (2) discount rate for implied return required by investor. Significant increases or decreases in any of those inputs in isolation could result in a significantly lower or higher fair value measurement. The fair value of the derivative liability was determined by calculating the fair value of the notes with the conversion and redemption features as compared to the fair value of the notes without such features, with the difference representing the value of the conversion and redemption features, or the derivative liability. The conversion and redemption features are measured at fair value as of each reporting date and the change in the fair value for the period is recorded in the consolidated statements of operations as a change in the fair value of the derivative liability. The fair value of the derivative liability is based on Level 3 unobservable inputs. Changes in fair value are recognized as a gain or loss within other income (expense) on the consolidated statements of operations and comprehensive loss. The derivative liability expired unexercised upon the conversion of the convertible notes into Series B-1 Convertible Preferred Stock in May of 2021 (Note 9). Warrant Liability — Simple Agreement for Future Equity — The fair value of the SAFEs was determined using a probability weighted expected return method (PWERM), in which the probability and timing of potential future events is considered in order to estimate the fair value of the SAFEs as of each valuation date. Management determined the fair value of the SAFEs using the following significant unobservable inputs: October 7, March 25, 2021 2021 (Conversion) (Issuance) Expected term (in years) — 0.35 Discount upon conversion 20.0% 20.0% Discount upon implied return 18.9% 18.9% Probability of initial public offering occurrence 100.0% 45.0% Probability of dissolution event occurrence 0.0% 15.0% Probability of equity financing occurrence 0.0% 37.0% Probability of change of control occurrence 0.0% 3.0% In addition, the Company recorded the Series B-1 convertible preferred stock within mezzanine equity at fair value on the date of issuance, May 1, 2021 (Note 10). This non-recurring fair value measure was based on level 3 unobservable inputs. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property and Equipment | |
Property and Equipment | 4. Property and Equipment Property and equipment, net, consisted of the following: As of December 31, 2021 2020 Equipment $ 1,014 $ 987 Furniture and fixtures 1 1 Property and equipment, gross 1,015 988 Less: Accumulated depreciation (870) (777) Property and equipment, net $ 145 $ 211 Depreciation expense for the years ended December 31, 2021 and 2020 was $93 and $60, respectively, which includes amortization expense of $38 and $38 for the years ended December 31, 2021 and 2020, respectively, for assets under a capital lease. Equipment cost includes an asset under a capital lease totaling $190 on December 31, 2021 and 2020, respectively. Accumulated amortization of the leased equipment as of December 31, 2021 and 2020 was $190 and $152, respectively. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Expenses | |
Accrued Expenses | 5. Accrued Expenses Accrued expense consists of the following: As of December 31, 2021 2020 Employee compensation, benefits, and related accruals $ 1,285 $ 732 Research and development costs 250 143 Professional fees 216 114 Other accrued — 5 Total $ 1,751 $ 994 |
Other Current Liabilities
Other Current Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Other Liabilities, Current [Abstract] | |
Other Current Liabilities | 6. Other Current Liabilities In October 2021, the Company entered into an insurance premium financing agreement with a lender. Under the agreement, the Company financed $1,453 of certain premiums at a 3.25% annual interest rate. Payments of approximately $134 are due monthly from October 2021 through September 2022. As of December 31, 2021, the outstanding principal of the loan was $1,191 included in other current liabilities on the consolidated balance sheet. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies. | |
Commitments and Contingencies | 7. Commitments and Contingencies The Company’s corporate headquarters is located in Purchase, New York where we currently occupy 2,864 square feet of office space under a lease that expires in May of 2029. The Company also leases approximately 6,068 square feet of laboratory and office space located in Pittsburgh, PA under leases that expire in June of 2023. Minimum lease commitments consisted of the following as of December 31, 2021: For the Years Ended December 31, Operating Leases 2022 $ 174 2023 142 2024 83 2025 84 Thereafter 298 Total lease commitments $ 781 Rent expense was $163 and $179 for the years ended December 31, 2021 and 2020, respectively. From time to time, the Company may be involved in disputes or regulatory inquiries that arise in the ordinary course of business. When the Company determines that a loss is both probable and reasonably estimable, a liability is recorded and disclosed if the amount is material to the financial statements taken as a whole. When a material loss contingency is only reasonably possible, the Company does not record a liability, but instead discloses the nature and the amount of the claim, and an estimate of the loss or range of loss, if such an estimate can reasonably be made. As of December 31, 2021 and 2020, there was no litigation or contingency with at least a reasonable possibility of a material loss. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt | |
Debt | 8. Debt On March 8, 2018, the Company entered into a Convertible Note Purchase Agreement (the “Original Agreement”) with existing investors of the Company. Under the terms of the Original Agreement, the Company agreed to issue up to $5,000 in principle Convertible Notes (the “Original Notes”). The Original Notes accrued interest at 4.0% per annum from the date of issuance with a maturity date of February 27, 2020 (subsequently extended — see below). The Company issued $2,965 in Original Notes in March and April 2018. Under the terms of the Original Agreement, the following features were included: i. Automatic conversion into equity securities upon the closing of an equity financing with aggregate gross proceeds of at least $10,000 , at the conversion price equal to 90.0% of the lowest price per share of the equity financing securities sold (a “Automatic Conversion Upon a Qualified Financing”); ii. Optional conversion into equity securities upon the closing of an equity financing that does not constitute a Qualified Financing at a conversion price equal to 90.0% of the price per share of the equity financing securities sold (a “Optional Conversion Upon a Non-Qualified Financing”); iii. Optional conversion of the unpaid principal balance plus accrued and unpaid interest to into B-1 Convertible Preferred Stock at a conversion price of $1.385 per share or redemption of the unpaid principal balance plus accrued and unpaid interest if (i) a transaction results in any person or group with over 50.0% voting power, (ii) any consolidation or merger transaction, or (iii) a sale or transfer of substantially all of the Company’s assets (“Option Conversion or Redemption”) Optional conversion of the unpaid principal balance plus accrued and unpaid interest to into Series B 1 convertible preferred stock at a conversion price of $1.385 per share or redemption of the unpaid principal balance plus accrued and unpaid interest if (i) a transaction results in any person or group with over 50.0% voting power, (ii) any consolidation or merger transaction, or (iii) a sale or transfer of substantially all of the Company’s assets (“Option Conversion or Redemption”); and iv. Automatic redemption of unpaid principal and all accrued and unpaid interest upon maturity, liquidation, dissolution, winding up, or event of default (“Automatic Redemption”). On November 15, 2018, the Company entered into a Convertible Note Purchase Agreement (the “Additional Agreement”) with existing investors of the Company. Under the terms of the Additional Agreement, the Company agreed to issue up to an aggregate of $8,000 in principle Convertible Notes (the “Additional Notes”). In connection with the Additional Agreement, the Company amended the Original Notes (the “Amendment”). The Amendment resulted in the following changes to the Original Notes: i. the interest rate of the Original Notes accrue interest at 4.0% from issuance to November 15, 2018, and accrue interest at 8.0% from November 15, 2018 to maturity or conversion; ii. the conversion price was amended to 80.0% of the price per share in connection with conversion of the notes upon a Qualified or Non-Qualified Financing; iii. the holder’s option upon a sale event to receive repayment, at two times the principal plus accrued and unpaid interest, (“Optional Redemption Upon a Sales Transaction”); and iv. a condition that each holder of $1,000 in aggregate principal must be included in the 66 2/3% of the holders of the principal amount of the Notes to provide consent to make any further amendments or waivers. On February 27, 2020, the Company entered into a Convertible Note Purchase Agreement (the “Second Amendment”) with existing investors of the Company. Under the terms of the Second Amendment, the Company agreed to issue up to an aggregate of $10,035 in principle Convertible Notes (the “Second Amendment Notes”). In connection with the Second Amendment, the Company amended the Original Notes and Additional Notes. The Second Amendment resulted in the following changes: i. extend the maturity date to June 30, 2021; ii. add a cap for a conversion in connection with a Qualified Financing; iii. provide for mandatory conversion of the Combined Notes into Series B-1 Preferred Convertible Stock of the Company if the Company has not completed a Qualified Financing on or before June 30, 2021. The Company applied extinguishment accounting to the Original Notes upon execution of the Amendment in 2018 on the basis that the present value of the cash flows under the terms of the Amendment of the Original notes were determined to be substantially different. The Company applied extinguishment accounting upon execution of the Second Amendment as the addition of the conversion features are substantive and recorded a loss on debt extinguishment of $129 in the consolidated statement of operations and comprehensive loss during 2020. Each Additional Note and Second Amendment Note (collectively with the Original Notes, the “Convertible Notes” or the “Notes) included the features set forth above. The Company issued $2,965 Original Notes in 2018, $4,661 Additional Notes in 2018 and 2019, and $5,372 Second Amendment Notes in 2020. The total issuance costs incurred in connection with all closings of the Convertible Notes was $205. The Convertible Notes were considered to be a hybrid financial instrument consisting of a fixed interest rate host with certain embedded features requiring evaluation for bifurcation and separate accounting. The Company determined that the Automatic Conversion Upon a Qualified Financing, Optional Conversion Upon a Non-Qualified Financing and the Optional Redemption Upon a Sales Transaction were considered freestanding financial instruments which required bifurcation from the host debt instruments. The resulting debt discount from the derivative liabilities was presented as a direct deduction from the carrying amount of the Convertible Notes and amortized to interest expense using the effective interest rate method. The Convertible Notes as of December 31, 2021 and 2020 consist of the following: Year Ended December 31, 2021 2020 Convertible notes principal $ — $ 12,998 Less: unamortized note issuance costs — (45) Less: debt discount — (544) $ — $ 12,409 Interest expense on the convertible notes, including amortization of debt issuance costs, consisted of the following for the year ended December 31, 2021 and 2020: Year Ended December 31, 2021 2020 Coupon interest $ 512 $ 922 Issuance costs amortization 31 54 Discount amortization 352 782 $ 895 $ 1,758 In May 2021, the convertible notes and accrued interest thereon were converted into shares of the Company’s Series B-1 convertible preferred stock (Note 10). In April 2020, the Company received a $443 unsecured loan, bearing interest at 1.0%, pursuant to the Paycheck Protection Program (the “PPP”), a program implemented by the U.S. Small Business Administration (the “SBA”) under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) (the “PPP Loan”). The PPP provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loan and accrued interest are forgivable after eight weeks if the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities. The amount of loan forgiveness may be reduced if the borrower terminates employees or reduces salaries during the eight-week period. The unforgiven portion of the PPP loan is payable over two years at an interest rate of 1.0%, with a deferral of payments for the first six months. The Company used the proceeds for purposes consistent with the PPP. On January 21, 2021, the Company received confirmation from the SBA that the PPP Loan had been forgiven in full, including all interest incurred. Accordingly, the Company recognized $443 of income for the debt extinguishment pursuant to ASC 470-50-15-4 for the year ended December 31, 2021. |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2021 | |
Preferred Stock | |
Preferred Stock | 9. Preferred Stock On May 1, 2021, the holders of all of our outstanding convertible promissory notes agreed to an acceleration of the date of the automatic conversion from June 30, 2021 to May 1, 2021 for all convertible promissory notes. Accordingly, on May 1, 2021, all of the outstanding convertible promissory notes were converted into 10,926,089 shares of our Series B-1 convertible preferred stock, at a conversion price equal to $1.385 per share. The Series B-1 convertible preferred stock was recorded within mezzanine equity at fair value on the date of issuance. On October 13, 2021, upon the closing of the IPO, all shares of preferred stock were converted into 15,906,537 shares of common stock. As of December 31, 2020, convertible preferred stock consisted of the following: Preferred Stock Common Stock Preferred Stock Issued and Carrying Liquidation Issuable Upon Class of Preferred Authorized Outstanding Value Preference Conversion Series A Convertible Preferred Stock 3,067,519 2,819,027 $ 4,616 $ 4,766 871,541 Series A‑1 Convertible Preferred Stock 3,970,776 3,730,366 5,398 5,572 1,153,290 Series A‑2 Convertible Preferred Stock 3,565,063 3,565,063 5,809 5,997 1,102,182 Series B Convertible Preferred Stock 30,450,000 30,409,890 39,547 40,826 9,401,599 Total 41,053,358 40,524,346 $ 55,370 $ 57,161 12,528,612 Rights, preferences, privileges, and restrictions: The holders of shares of Series A, A-1, A-2, B and B-1 convertible preferred stock (or collectively, the “Preferred Stock”) had the rights, preferences, privileges, and restrictions as set forth below: Dividends: The holders of the Preferred Stock are entitled to receive cumulative dividends when, as and if declared by the Company’s Board of Directors. Accrued dividends shall accrue only on the unreturned amount of the original issue price taking into account the payment of any mandatory dividend. As used herein, “original issue price” means $0.69 per share with respect to the Series A and A-1 Voting Rights: The holders of Preferred Stock are entitled to voting rights equal to the number of shares of common stock into which the shares of Preferred Stock can be converted. In addition, as long as there are shares of Preferred Stock outstanding, each of the holders of over 7.5% of the total Preferred Stock outstanding on a converted basis are entitled to designate one director of the Company to be elected by the holders of Preferred Stock. The holders of a majority of the then outstanding shares of common stock, voting together as a single class, are entitled to elect one director of the Company. If the holders of the Preferred Stock or common stock fail to elect a sufficient number of directors to fulfill directorships for which they are entitled to elect directors, then any directorship shall remain vacant until the holders of the Preferred Stock or common stock elect such person. Liquidation Rights: In the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the holders of Preferred Stock have liquidation preferences, before any distribution or payment is made to holders of any common stock, in an amount per share equal to the original issue price for such Preferred Stock plus all accruing dividends (the “Preferred Liquidation Amount”). If the assets and funds to be distributed among the holders of Preferred Stock are insufficient to permit the payment to such holders, then the entire assets and funds of the Company legally available for distribution will be distributed ratably among the holders of Preferred Stock in proportion to the Preferred Liquidation Amount each such holder is otherwise entitled to receive on each share, less any mandatory dividends. Upon completion of the payment of the full liquidation preference of Preferred Stock less any and all mandatory dividends previously distributed, the remaining assets of the Company, if any, shall be distributed among the holders of common stock and Preferred Stock, pro rata based on the number of common shares held by each (assuming conversion of all shares of the Preferred Stock into common stock). Conversion: Each share of Preferred Stock is convertible into shares of common stock, at the option of the holder, at any time after date of issuance. Each share of Preferred Stock automatically converts to the number of shares of common stock determined in accordance with the conversion rate upon the closing of a public offering, at a price per share of not less than three times the highest, then applicable conversion price, resulting in offering proceeds of at least $30,000 net of underwriting discounts and commissions. The conversion ratio will be adjusted in the case of specified changes to the Company’s capitalization as a result of stock splits, combinations, common stock dividends and distributions, reclassifications, exchanges, substitutions, reorganizations, mergers or consolidations. Redemption: Prior to the July 29, 2020 amendment to the Company’s second amended and restated certificate of incorporation, holders of Preferred Stock had the right to redeem shares of preferred stock on or after March 20, 2021 after receipt of written notice requesting redemption from 60% of the then outstanding shares of the preferred stock voting together as a single class on an as-converted to common stock basis at a price equal to the original issue price plus all accruing dividends. As the Preferred Stock was redeemable due to the passage of time prior to the amendment, the Company recorded changes in the redemption value and accreted the Preferred Stock immediately to its redemption value during each reporting period. On July 29, 2020, the Company’s second amended and restated certificate of incorporation was amended resulting in the removal of the redemption right. As the redemption option was removed in connection with the amendment, the only option for redemption is based on the occurrence of a deemed liquidation event. As the events that would trigger a deemed liquidation event are corporate transactions that are not certain to occur, the Company determined that post July 29, 2020, the Preferred Stock is no longer considered probable to become redeemable, and is instead contingently redeemable. As a result, the Company ceased the accretion of the Preferred Stock to redemption value upon execution of the amendment to the articles of incorporation. Protective Provisions: At any time when shares of Preferred Stock are outstanding, the Company shall not, either directly, indirectly by amendment, merger, consolidation or otherwise, do any of the following without the written consent or affirmative vote of at least 60% of the then outstanding shares of Preferred Stock, voting together as a single class on an as-converted to Common Stock basis: (i) effect the consummation of a liquidation event or any other merger or consolidation, (ii) amend, alter or repeal any provision of the Company’s certificate of incorporation of bylaws in a manner that adversely affects the powers, preferences or rights of the Preferred Stock, (iii) amend, alter, or repeal any provision of the by-laws of the Company, in a manner that affects the powers, preferences, or rights of Preferred Stock, (iv) increase or decrease the authorized number of shares of Preferred Stock or Common Stock, (v) reclassify, alter, or amend any existing security of the Company in respect to the distribution of assets on the liquidation, dissolution, or winding up of the Company or payment of dividends, if such reclassification, alteration, or amendment would render such other security senior to Preferred Stock in respect to any such right, preference, or privilege, (vi) purchase or redeem, or declare any dividend, on any shares of capital stock of the Company other than repurchase of stock pursuant to stock restriction agreements approved by the board of directors that grant to the Company the right of repurchase upon termination of the service, (vii) borrow or authorize any amount of indebtedness, other than inventory financing in the ordinary course of business and any indebtedness in an amount of up to $250 in aggregate that is approved by the board of directors, (viii) increase or decrease the authorized number of directors of the board of directors (ix) effect a change in business from the discovery and development of small molecule therapeutics targeting toxic proteins that cause cognitive decline associated with Alzheimer’s disease and other neurodegenerative diseases, (x) enter into any transaction with any person other than in the ordinary course of business on an arm’s length basis, (xi) increase the number of shares of common stock reserved for issuance, (xii) make any loan except advances in ordinary course of business or advances up to $50 in aggregate approved by the board of directors, (xiii) hire, terminate, or change compensation in excess of $100 of any officer, director, or employee, unless approved by the board of directors, (xiv) own any stock or securities of any other corporation, unless approved by the board of directors, (xv) guarantee any indebtedness except for trade accounts of the Company or any guarantee approved by the board of directors, (xvi) make any investment other than investments in prime commercial paper, money market funds, certificates of deposits in any United States bank having a net worth in excess of $100,000 or obligations issued or guaranteed by the United States of America, unless approved by the board of directors. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Warrants | |
Warrants | 10. Warrants In conjunction with both debt and equity investments, the Company issued warrants on each of the following classes of stock: common stock and Series A-1 convertible preferred stock. Common Stock Warrants The following is a summary of the Company’s outstanding common stock warrants as of December 31, 2020: Exercise Expiration Number of Warrants Price Date 50,497 $ 0.68 May 2021 116,144 $ 0.03 March 2023 24,171 $ 0.03 May 2023 10,319 $ 0.03 August 2023 The Company’s common stock warrants are equity classified as there are no features within the warrant agreements that require liability treatment. Accordingly, the warrants are recorded as a component of equity when issued. A total of 198,198 common stock warrants were exercised in 2021, and the remainder were forfeited. There are no warrants outstanding as of December 31, 2021. Series A-1 Convertible Preferred Stock Warrants The Company reviewed the classification of the warrants as liabilities or equity under the guidance of ASC 480-10, Distinguishing Liabilities from Equity, and concluded that the Series A-1 convertible preferred stock warrants should be classified as a liability. The Company re-measures the warrant liability to fair market value at the end of each reporting period. The Series A-1 convertible preferred stock warrants expired in October 2020 and were not exercised. For the year ended December 31, 2020, the Company recorded a fair value adjustment of $181 in the consolidated statement of operations and comprehensive loss. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2021 | |
Common Stock. | |
Common Stock | 11. Common Stock Common stockholders are entitled to dividends if and when declared by the Company’s Board of Directors subject to the rights of the preferred stockholders. As of December 31, 2021 and 2020, no dividends on common stock had been declared by the Company. The Company has reserved the following shares of common stock for conversion of preferred stock, exercise of warrants, exercise of stock options, and future issuances as of December 31: December 31, 2021 2020 Convertible preferred stock (as converted) — 12,528,612 Warrants for common stock — 201,131 Shares available for future issuance under Prior Plans — 411,619 Options issued and outstanding 5,640,438 4,587,865 Shares available for future issuance under 2021 Plan 1,242,271 — Shares available for future issuance under ESPP 209,532 — Total 7,092,241 17,729,227 |
Equity-based Compensation
Equity-based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Equity-based Compensation | |
Equity-based Compensation | 12. Equity-based Compensation 2021 Equity Incentive Plan On October 7, 2021, the date upon which the Registration Statement on Form S-1 in connection with the IPO was declared effective, the 2021 Equity Incentive Plan (the “2021 Plan”) became effective. On the same date, the Company ceased granting awards under its 2017 Equity Incentive Plan (the “2017 Plan”). The 2021 Plan authorizes the award of both equity-based and cash-based incentive awards, including: (i) stock options (both incentive stock options and nonqualified stock options), (ii) stock appreciation rights, or SARs, (iii) restricted stock awards, or RSAs, (iv) restricted stock units, or RSUs, and (v) cash or other stock-based awards. Incentive stock options may be granted only to employees. All other types of awards may be issued to employees, directors, consultants, and other service providers. As of December 31, 2021, the aggregate number of shares of common stock of the Company that may be issued under the Plan is 7,514,395. The number of shares reserved for issuance under the 2021 Plan will increase automatically on January 1, 2022 and each anniversary of such date prior to the termination of the 2021 Plan, equal to the lesser of (i) 5% of our shares of common stock issued and outstanding on the last day of the immediately preceding fiscal year and (ii) such smaller number of shares as determined by the board or compensation committee. No more than 7,543,185 shares of common stock may be issued under the 2021 Plan through incentive stock options. Shares subject to the 2017 Plan or the 2007 Equity Incentive Plan (the “2007 Plan” and collectively with the 2017 Plan, the “Prior Plans”) that expire, terminate or are cancelled or forfeited for any reason after the effectiveness of the 2021 Plan will be added (or added back) to the shares available for issuance under the 2021 Plan. The total number of shares underling the Prior Plan awards that may be recycled into the 2021 Plan will not exceed 4,334,131 shares. 2017 Equity Incentive Plan On September 15, 2017, the Company’s board of directors approved the 2017 Plan, which provides for the granting of incentive stock options, non-qualified stock options and stock awards to employees, certain consultants and directors. The Board, or its designated committee, has the sole authority to select the individuals to whom awards are granted and determine the terms of each award, including the number of shares and the schedule upon which the award becomes exercisable. Upon the effectiveness of the 2021 Plan, no further awards will be granted under the 2017 Plan. The aggregate number of shares of common stock of the Company that may be issued under the 2017 Plan is 4,334,131 (taking into account shares of common stock that may become issuable pursuant to Section 3(b) of the 2017 Plan in respect of shares of common stock reserved under the Company’s Amended and Restated 2007 Equity Incentive Plan). The 2021 Plan allows for a provision for shares granted under the Prior Plans which are cancelled, forfeited, exchanged or surrendered without having been exercised to subsequently be available for reissuance under the 2021 Plan. Employee Stock Purchase Plan The Company’s board of directors approved the Employee Stock Purchase Plan, or ESPP, prior to the closing of the IPO. Under the ESPP, the Company may provide employees and employees of the Subsidiary with an opportunity to purchase shares of the Company’s common stock at a discounted purchase price. As of December 31, 2021, subject to adjustment as provided in the ESPP, a total of 209,532 shares of common stock will be authorized and reserved for issuance under the ESPP. Subject to prior approval by the board of directors in each instance, on or about January 1, 2022 and each anniversary of such date thereafter prior to the termination of the ESPP, the number of shares of common stock authorized and reserved for issuance under the ESPP will be increased by a number of shares of common stock equal to the least of (i) 1,000,000 shares of our common stock, (ii) 1% of the shares of common stock outstanding on the final day of the immediately preceding calendar year, and (iii) such smaller number of shares of common stock as determined by the board of directors. Such shares of common stock may be newly issued shares, treasury shares or shares acquired on the open market. In the event that any dividend or other distribution (whether in the form of cash, our common stock, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, or exchange of common stock or other securities, or other change in the structure affecting common stock occurs, then in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the ESPP, the compensation committee will, in such manner as it deems equitable, adjust the number of shares and class of common stock that may be delivered under the ESPP, the purchase price per share and the number of shares covered by each outstanding option under the ESPP, and the numerical limits described above. Equity-based Compensation The fair value of options granted was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: Year Ended December 31, 2021 2020 Fair value of common stock $1.75 – $12.13 $1.20 Expected volatility 100.82% – 104.79% 101.35% – 109.34% Risk-free interest rate 0.67% – 1.26% 0.27% – 1.60% Dividend yield 0.00% 0.00% Expected term (years) 5.00 – 6.22 5.00 – 6.25 Expected Term Risk-Free Interest Rate Expected Volatility Dividend Yield Fair Value of Common Stock Activity for options was as follows: Options Outstanding Weighted Weighted- Aggregate Average Average Intrinsic Remaining Number of Exercise Value Contractual Life Options Price (in 000’s) (In Years) Balance, December 31, 2020 4,587,865 $ 0.98 $ 3,511 7.8 Options granted 1,697,076 $ 11.63 Options exercised (321,686) $ 0.86 Options forfeited (173,974) $ 1.15 Options expired (148,843) $ 0.94 Balance, December 31, 2021 5,640,438 $ 4.19 $ 12,002 8.0 Exercisable as of December 31, 2021 3,362,540 $ 2.52 $ 13,116 7.0 Vested and expected to vest as of December 31, 2021 5,640,438 $ 4.19 $ 12,002 8.0 The weighted-average grant date fair value of stock options granted was $9.09 and $0.97 during the years ended December 31, 2021 and 2020, respectively. There were 1,697,076 stock options granted at an aggregate fair value of $15,424 for the year ended December 31, 2021 and 1,245,865 stock options granted at an aggregate fair value of $1,210 for the year ended December 31, 2020. During the year ended December 31, 2021 and 2020, there were 321,686 and 18,545 stock options exercised, respectively, with an aggregate grant date fair value of $188 and $11, respectively. The intrinsic value of stock options exercised during the year ended December 31, 2021 was $1,610. The Company granted 349,150 option awards containing performance conditions to an executive during 2019. As of December 31, 2021, the performance targets were achieved and therefore, $108 of expense was recognized for these awards during the year ended December 31, 2021. No expense was recognized during the year ended December 31, 2020. The Company recorded total equity-based compensation expense in the statement of operations and comprehensive loss related to incentive stock options and nonstatutory stock options as follows: Year Ended December 31, 2021 2020 Research and development $ 877 $ 216 General and administrative 4,306 259 Total equity-based compensation $ 5,183 $ 475 As of December 31, 2021, total future compensation expense related to unvested awards yet to be recognized by the Company was $11,792. Total future compensation expense related to unvested awards yet to be recognized by the Company is expected to be recognized over a weighted-average remaining vesting period of approximately 3.2 years. |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2021 | |
Net Loss per Share | |
Net Loss per Share | 13. Net Loss per Share The following outstanding potentially dilutive common stock equivalents have been excluded from the calculation of diluted net loss per share attributable to common stockholders for the periods presented due to their antidilutive effect: December 31, 2021 2020 Convertible preferred stock (as converted) — 12,528,612 Warrants for common stock — 201,131 Shares available for future issuance under Prior Plans — 411,619 Options issued and outstanding 5,640,438 4,587,865 Shares available for future issuance under 2021 Plan 1,242,271 — Shares available for future issuance under ESPP 209,532 — Total 7,092,241 17,729,227 The basic and diluted net loss per share attributable to common stockholders has been prepared as follows: December 31, 2021 2020 Net loss $ (11,716) $ (7,839) Cumulative preferred stock dividends (4,532) (4,234) Net loss attributable to common stockholders $ (16,248) $ (12,073) Weighted-average common shares outstanding - basic and diluted 5,190,883 508,112 Total $ (3.13) $ (23.76) |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Plan | |
Retirement Plan | 14. Retirement Plan The Company maintains a 401(k) retirement plan to provide retirement and incidental benefits for its employees. Employees may contribute a percentage of their annual compensation to the 401(k) retirement plan, limited to a maximum annual amount as set periodically by the Internal Revenue Service. The Company matches employee contributions dollar for dollar up to a maximum of 4% of the employees’ compensation per person per year. All matching contributions vest immediately. Company matching contributions to the 401(k) retirement plan totaled $113 and $110 for the year ended December 31, 2021 and 2020, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Income Taxes | 15. Income Taxes The net loss consists of the following components: Year Ended December 31, 2021 2020 Domestic $ (10,910) $ (7,268) Foreign (806) (571) Total $ (11,716) $ (7,839) During the years ended December 31, 2021 and 2020, the Company recorded no current or deferred income tax expenses or benefits as the Company has incurred losses since inception and has provided a full valuation allowance against its deferred tax assets. Global Intangible Low-Taxed Income (“GILTI”) is the excess of a U.S. shareholders total net foreign income over a deemed return on tangible assets. In January 2018, in response to inquiries by companies, the FASB issued guidance that allows companies to elect as an accounting policy whether to treat the GILTI tax as a period cost or to recognize deferred tax assets and liabilities when basis differences exist that are expected to affect the amount of GILTI inclusion upon reversal. The Company has elected to treat GILTI as a period expense. A reconciliation of the expected income tax (benefit) computed using the federal statutory income tax rate to the Company’s effective income tax rate is as follows: Year Ended December 31, 2021 2020 Income tax computed at federal statutory rate 21.0 % 21.0 % State taxes, net of federal benefit 4.1 % 7.1 % Change in valuation allowance (32.9) % (35.8) % R&D Credit 11.2 % 10.7 % Interest expense 4.6 % (3.2) % Equity-based compensation (5.8) % (1.0) % Fair value adjustments (3.5) % — % Other 1.3 % 1.2 % Effective income tax rate — % — % The Company’s deferred tax assets and liabilities consist of the following: Year Ended December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 13,239 $ 11,060 Tax credit carryforwards 4,959 3,713 Equity-based compensation 544 291 Other 316 137 Deferred tax assets 19,058 15,201 Less: valuation allowance (19,045) (15,179) Deferred tax assets after valuation allowance 13 22 Deferred tax liabilities Fixed assets (13) (22) Deferred tax liabilities (13) (22) Net deferred tax assets $ — $ — The Company has evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets as of December 31, 2021 and 2020. Management has considered the Company’s history of cumulative net losses and has concluded as of December 31, 2021 and 2020, that it was more likely than not that the Company will not realize all of the benefits of the deferred tax assets. Accordingly, a full valuation allowance has been established against the deferred tax assets as of December 31, 2021 and 2020. The valuation allowance increased by $3,866 and $2,814 for the years ended December 31, 2021 and 2020, respectively, primarily as a result of operating losses generated with no corresponding financial statement benefit. The Company has incurred net operating losses (“NOL”) since inception. As of December 31, 2021, the Company had federal net operating loss carryforwards of $44,572 that expire at various dates through 2037. Included in the federal net operating loss carryforwards of $44,572 is $18,345 that can be carried forward indefinitely. As of December 31, 2021, the Company had state net operating loss carryforwards of $44,571, available to reduce future state taxable income, which expire at various dates through 2041. As of December 31, 2021, the Company had foreign net operating loss carryforwards of $1,202 that can be carried forward indefinitely. As of December 31, 2021, the Company had federal research and development tax credit carryforwards of $4,959 available to reduce future federal tax liabilities, which expire at various dates through 2041. Utilization of the Company’s net operating loss carryforwards and research and development tax credit carryforwards may be subject to a substantial annual limitation under Section 382 of the Internal Revenue Code of 1986 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. 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, which is determined by first multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term tax-exempt rate, and then could be subject to additional adjustments, as required. 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, and any limitation is known, no amounts are being presented as an uncertain tax position. The Company files tax returns 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 further tax examination under statue from 2017 to present; however, carryforward attributes that were generated prior to December 31, 2017 may still be adjusted upon examination by federal, state or local tax authorities if they either have been or will be used in a future period. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist primarily of interest-bearing deposits at various financial institutions and money markets. The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. |
Receivables | Receivables Grant Receivables Grant receivables relate to outstanding amounts due for reimbursable expenditures of awarded grants issued by the National Institute of Health and are carried at their estimated collectible amounts. The Company expects all receivables to be collectible, and accordingly, there is no allowance for doubtful accounts required on these grant receivables. Other Receivables Other receivables consist of Australian research and development tax credit from the Australian Tax Authority, as well as other receivables from time to time. Historically, the Australian tax refund is paid directly to the Company by the Australian Tax Authority. Research and development tax refunds and credits are carried at their estimated collectible amounts. The Company expects all receivables to be collectible and accordingly, there is no allowance for doubtful accounts required on these other receivables. |
Deferred Offering Costs | Deferred Offering Costs The Company capitalizes certain legal, accounting and other third-party fees that are directly associated with in-process equity financings, including the IPO, as deferred costs until such financings are consummated. After consummation of the equity financing, these costs are recorded in stockholders’ deficit as a reduction of proceeds generated as a result of the offering. |
Property and Equipment | Property and Equipment Property and equipment is recorded at cost, less accumulated depreciation. Depreciation is computed on the straight-line basis over the estimated useful life of the asset. The Company estimates the useful life to be 5 and 6 years for equipment and furniture and fixtures, respectively. The cost of repairs and maintenance is charged to expense as incurred. Property and equipment is evaluated for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. If expected cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of the assets. There were no indicators of impairment of long-lived assets during the years ended December 31, 2021 or 2020. |
Convertible Instruments | Convertible Instruments ASC 815, Derivatives and Hedging Activities The Company also follows ASC 480-10, Distinguishing Liabilities from Equity |
Debt Issuance Costs and Discounts | Debt Issuance Costs and Discounts The Company incurred third-party costs in connection with the convertible notes as described in Note 8. These costs are classified on the balance sheet as a direct deduction from the convertible notes and amortized over the term of the agreement as interest expense using the effective interest rate method. Discounts related to bifurcated derivatives resulting from the convertible note issuances are recorded as a reduction to the carrying value of the debt and amortized over the life of the debt using the effective interest method. |
Warrants Issued in Connection with Financings | Warrants Issued in Connection with Financings The Company generally accounts for warrants issued in connection with debt and equity financings as a component of equity, unless the warrants include specific features, such as if the warrants are exercisable for securities that are considered contingently redeemable. For warrants that are exercisable for securities that are considered contingently redeemable, the Company records the fair value of the warrants as a liability at each balance sheet date and records changes in fair value in other (income) expense in the consolidated statement of operations and comprehensive loss. |
Convertible Preferred Stock | Convertible Preferred Stock The Company has classified convertible preferred stock outside of stockholders’ deficit in the accompanying balance sheets due to the convertible preferred stock’s redemption features. Originally, the convertible preferred stock was eligible to become redeemable at the holder’s option at any time after March 20, 2021. This right was removed in connection with an amendment to the Company’s articles of incorporation on July 29, 2020. Pre-amendment, the convertible preferred stock was redeemable due to the passage of time, and therefore, the Company recorded changes in the redemption value and accreted the convertible preferred stock immediately to the redemption value during each period presented. These increases were affected through charges against retained earnings, if any, and then to additional paid-in capital. In the absence of additional paid-in capital, the accretion is charged to accumulated deficit. Post-amendment, the convertible preferred stock is considered to be contingently redeemable only upon the occurrence of a deemed liquidation event (Note 9). As a result, the Company ceased accreting the convertible preferred stock on July 29, 2020. To evaluate whether the changes to the terms of the preferred stock should be accounted for as a modification or extinguishment, the Company follows the qualitative approach, in which amendments to preferred shares are analyzed based on the expected economics as well as the business purpose of the amendment. The Company concluded that the amendment did not result in a significant change to the fundamental nature of the preferred stock, and accordingly, the amendment was accounted for as a modification, and there was no accounting impact for the modification. |
Grant income | Grant income For the year ended December 31, 2021 and 2020, the Company generated grant income of $17,447 and $10,855 from reimbursements from the National Institute of Health (“NIH”) for aging research, respectively. The Company records grant income in other income (expense) in the period in which the reimbursable research and development services are incurred and the right to payment is realized. The grants awarded relate to agreed upon direct and indirect costs for specific studies or clinical trials, which may include personnel and consulting costs, costs paid to contract research organizations (“CROs”), research institutions and/or consortiums involved in the grant, as well as facilities and administrative costs. These grants are cost plus fixed fee arrangements in which the Company is reimbursed for its eligible direct and indirect costs over time, up to the maximum amount of each specific grant award. Only costs that are allowable under the grant award, certain government regulations and the NIH’s supplemental policy and procedure manual may be claimed for reimbursement, and the reimbursements are subject to routine audits from governmental agencies from time to time. |
Research and Development Costs | Research and Development Costs The Company is involved in research and development aimed at the development of treatments for a variety of diseases related to the central nervous system, with a primary focus on Alzheimer’s Disease. Research and development costs are expensed as incurred. Research and development expenses consist principally of personnel costs, including salaries, stock-based compensation, and benefits for employees, third-party license fees and other operational costs related to our research and development activities, including allocated facility-related expenses and external costs of outside vendors, and other direct and indirect costs. Non-refundable research and development costs are deferred and expensed as the related goods are delivered or services are performed. Costs for external development activities are recognized based on an evaluation of the progress to completion of specific tasks. Costs for certain research and development activities are recognized based on the pattern of performance of the individual arrangements, which may differ from the pattern of billings incurred, and are reflected in the consolidated financial statements as prepaid expenses or as accrued research and development expenses. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method pursuant to authoritative guidance. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under this authoritative guidance, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. If it is more likely than not that some portion or all of a deferred tax asset will not be recognized, a valuation allowance is recognized. The Company accounts for uncertainty in income taxes using a recognition threshold of more-likely-than-not to be sustained upon examination by the appropriate taxing authority. Measurement of the uncertainty occurs if the recognition threshold is met. The Company has determined that there were no uncertainties as of December 31, 2021 and 2020 that met the recognition threshold. |
Equity-based Compensation | Equity-based Compensation Following the provisions of ASC 718, Compensation — Stock Compensation Black-Scholes requires inputs based on certain subjective assumptions, including (i) the expected stock price volatility, (ii) the expected term of the award, (iii) the risk-free interest rate and (iv) expected dividends. Due to a lack of sufficient public market data for the Company’s common stock and lack of company-specific historical and implied volatility data, the Company has based its computation of expected volatility on the historical volatility of a representative group of public companies with similar characteristics to the Company, including stage of product development and life science industry focus. The historical volatility is calculated based on a period of time commensurate with expected term assumption. The Company uses the simplified method to calculate the expected term for stock options granted to employees whereby the expected term equals the arithmetic average of the vesting term and the original contractual term of the stock options due to its lack of sufficient historical data. The risk-free interest rate is based on U.S. Treasury securities with a maturity date commensurate with the expected term of the associated award. The expected dividend yield is assumed to be zero as the Company has never paid dividends and has no current plans to pay any dividends on its common stock. Prior to the IPO, due to the absence of an active market for the Company’s common stock, the Company utilized methodologies in accordance with the framework of the American Institute of Certified Public Accountants Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation |
Concentration of Credit Risk | Concentration of Credit Risk The Company’s financial instruments that are exposed to credit risks consist of cash and cash equivalents. The Company maintains its cash and cash equivalents in bank deposit accounts which, at times, may exceed the federally insured limit. The Company has not experienced any losses in these accounts and does not believe it is exposed to any significant credit risk related to these funds. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company applies ASC 820, Fair Value Measurement The carrying value of the Company’s cash and cash equivalents, grants receivable, prepaid expense, other receivables, other current assets, accounts payable, accrued expenses and other current liabilities approximate fair value because of the short-term maturity of these financial instruments. In addition, the Company records its warrant liability, derivative liability, and SAFEs at fair value. The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below: ● Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. ● Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. ● Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. |
Comprehensive Loss | Comprehensive Loss The Company recorded $11 and $2 in other comprehensive loss related to foreign currency translation for the years ended December 31, 2021 and 2020, respectively. The Company presents comprehensive loss in a single statement within its consolidated financial statements. |
Net Loss Per Share Attributable to Common Stockholders | Net Loss Per Share Attributable to Common Stockholders Basic net loss attributable to common shares is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during each period. Diluted net loss attributable to common shares includes the effect, if any, from the potential exercise or conversion of securities, such as convertible preferred stock and stock options, which would result in the issuance of incremental shares of common stock. For diluted net loss per share, the weighted-average number of shares of common stock is the same for basic net loss per share due to the fact that when a net loss exists, dilutive securities are not included in the calculation as the impact is anti-dilutive. The Company’s convertible preferred stock entitles the holder to participate in dividends and earnings of the Company, and, if the Company were to recognize net income, it would have to use the two-class method to calculate earnings per share. The two-class method is not applicable during periods with a net loss, as the holders of the convertible preferred stock have no obligation to fund losses. |
Segments | Segments The Company has determined that it operates and manages one operating segment, which is the business of developing and commercializing therapeutics. The Company’s chief operating decision maker, its chief executive officer, reviews financial information on an aggregate basis for the purpose of allocating resources. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it is (a) no longer an emerging growth company or (b) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases The Company adopted this standard on January 1, 2022. The Company expects to elect the package of practical expedients permitted under the transition guidance within the new standard, which, among other things, allows the Company to carry forward historical lease classification. The Company has substantially completed its evaluation of the impact of the adoption of ASU 2016-02 on its consolidated financial statements and upon adoption, expects to recognize a lease liability and related right-of-use asset on its consolidated balance sheet. The Company does not expect the standard to have a material impact on its operations or cash flows. In addition, the Company is currently implementing changes to processes and controls to support lease accounting and related disclosures under the new standard. In June 2018, the FASB issued ASU 2018-07, Compensation — Stock Compensation In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options Derivatives and Hedging — Contracts in Entity’s Own Equity In October 2020, the FASB issued ASU 2020-10, Codification Improvements In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt – Modifications and Extinguishments (Subtopic 470-50), Compensation – Stock Compensation (Topic 718), and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832) |
Reverse Stock Split | Reverse Stock Split In July 2021, the Company's Board of Directors approved an amendment to the Company's second amended and restated certificate of incorporation to effect a 1 |
Financial Instruments and Fai_2
Financial Instruments and Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Financial Instruments and Fair Value Measurements | |
Summary of financial assets and liabilities measured at fair value | As of December 31, 2021 Significant Quoted Priced in Significant Other Unobservable Active Markets Observable Inputs Inputs (Level 1) (Level 2) (Level 3) Total Assets: Money market funds $ 46,687 $ — $ — $ 46,687 Total assets $ 46,687 $ — $ — $ 46,687 As of December 31, 2020 Significant Quoted Priced in Significant Other Unobservable Active Markets Observable Inputs Inputs (Level 1) (Level 2) (Level 3) Total Assets: Money market funds $ 2,853 $ — $ — $ 2,853 Total assets $ 2,853 $ — $ — $ 2,853 Liabilities: Derivative liability $ — $ — $ 2,209 $ 2,209 Total liabilities $ — $ — $ 2,209 $ 2,209 |
Summary of changes in fair value of Level 3 liabilities | Warrant Derivative Liability Liability SAFE Total Balance at December 31, 2019 $ 181 $ 1,493 $ — $ 1,674 Change in the fair value of the warrant liability (181) — — (181) Fair value recognized upon the issuance of convertible notes — 734 — 734 Change in the fair value of the derivative liability — (18) — (18) Balance at December 31, 2020 — 2,209 — 2,209 Fair value recognized upon the issuance of SAFE — — 8,942 8,942 Change in the fair value of the liability — (2,209) 2,236 27 Fair value recognized upon conversion of SAFE into common stock — — (11,178) (11,178) Balance at December 31, 2021 $ — $ — $ — $ — |
Schedule of significant unobservable inputs for SAFE | October 7, March 25, 2021 2021 (Conversion) (Issuance) Expected term (in years) — 0.35 Discount upon conversion 20.0% 20.0% Discount upon implied return 18.9% 18.9% Probability of initial public offering occurrence 100.0% 45.0% Probability of dissolution event occurrence 0.0% 15.0% Probability of equity financing occurrence 0.0% 37.0% Probability of change of control occurrence 0.0% 3.0% |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property and Equipment | |
Schedule of Property and equipment, net | As of December 31, 2021 2020 Equipment $ 1,014 $ 987 Furniture and fixtures 1 1 Property and equipment, gross 1,015 988 Less: Accumulated depreciation (870) (777) Property and equipment, net $ 145 $ 211 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Expenses | |
Schedule of accrued expenses | As of December 31, 2021 2020 Employee compensation, benefits, and related accruals $ 1,285 $ 732 Research and development costs 250 143 Professional fees 216 114 Other accrued — 5 Total $ 1,751 $ 994 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies. | |
Schedule of minimum lease commitments | Minimum lease commitments consisted of the following as of December 31, 2021: For the Years Ended December 31, Operating Leases 2022 $ 174 2023 142 2024 83 2025 84 Thereafter 298 Total lease commitments $ 781 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt | |
Schedule of convertible notes | Year Ended December 31, 2021 2020 Convertible notes principal $ — $ 12,998 Less: unamortized note issuance costs — (45) Less: debt discount — (544) $ — $ 12,409 |
Schedule of interest expense on the convertible notes, including amortization of debt issuance costs | Year Ended December 31, 2021 2020 Coupon interest $ 512 $ 922 Issuance costs amortization 31 54 Discount amortization 352 782 $ 895 $ 1,758 |
Preferred Stock (Tables)
Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Preferred Stock | |
Schedule of convertible preferred stock | Preferred Stock Common Stock Preferred Stock Issued and Carrying Liquidation Issuable Upon Class of Preferred Authorized Outstanding Value Preference Conversion Series A Convertible Preferred Stock 3,067,519 2,819,027 $ 4,616 $ 4,766 871,541 Series A‑1 Convertible Preferred Stock 3,970,776 3,730,366 5,398 5,572 1,153,290 Series A‑2 Convertible Preferred Stock 3,565,063 3,565,063 5,809 5,997 1,102,182 Series B Convertible Preferred Stock 30,450,000 30,409,890 39,547 40,826 9,401,599 Total 41,053,358 40,524,346 $ 55,370 $ 57,161 12,528,612 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Warrants | |
Summary of outstanding common stock warrants | The following is a summary of the Company’s outstanding common stock warrants as of December 31, 2020: Exercise Expiration Number of Warrants Price Date 50,497 $ 0.68 May 2021 116,144 $ 0.03 March 2023 24,171 $ 0.03 May 2023 10,319 $ 0.03 August 2023 |
Common Stock (Tables)
Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Common Stock. | |
Schedule of common stock reserved for conversion of preferred stock, exercise of warrants and exercise of stock options | December 31, 2021 2020 Convertible preferred stock (as converted) — 12,528,612 Warrants for common stock — 201,131 Shares available for future issuance under Prior Plans — 411,619 Options issued and outstanding 5,640,438 4,587,865 Shares available for future issuance under 2021 Plan 1,242,271 — Shares available for future issuance under ESPP 209,532 — Total 7,092,241 17,729,227 |
Equity-based Compensation (Tabl
Equity-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity-based Compensation | |
Schedule of fair value of options granted using the Black-Scholes option pricing model | Year Ended December 31, 2021 2020 Fair value of common stock $1.75 – $12.13 $1.20 Expected volatility 100.82% – 104.79% 101.35% – 109.34% Risk-free interest rate 0.67% – 1.26% 0.27% – 1.60% Dividend yield 0.00% 0.00% Expected term (years) 5.00 – 6.22 5.00 – 6.25 |
Summary of activity for options | Options Outstanding Weighted Weighted- Aggregate Average Average Intrinsic Remaining Number of Exercise Value Contractual Life Options Price (in 000’s) (In Years) Balance, December 31, 2020 4,587,865 $ 0.98 $ 3,511 7.8 Options granted 1,697,076 $ 11.63 Options exercised (321,686) $ 0.86 Options forfeited (173,974) $ 1.15 Options expired (148,843) $ 0.94 Balance, December 31, 2021 5,640,438 $ 4.19 $ 12,002 8.0 Exercisable as of December 31, 2021 3,362,540 $ 2.52 $ 13,116 7.0 Vested and expected to vest as of December 31, 2021 5,640,438 $ 4.19 $ 12,002 8.0 |
Schedule of total equity-based compensation expense | Year Ended December 31, 2021 2020 Research and development $ 877 $ 216 General and administrative 4,306 259 Total equity-based compensation $ 5,183 $ 475 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Net Loss per Share | |
Schedule of outstanding potentially dilutive common stock | December 31, 2021 2020 Convertible preferred stock (as converted) — 12,528,612 Warrants for common stock — 201,131 Shares available for future issuance under Prior Plans — 411,619 Options issued and outstanding 5,640,438 4,587,865 Shares available for future issuance under 2021 Plan 1,242,271 — Shares available for future issuance under ESPP 209,532 — Total 7,092,241 17,729,227 |
Schedule of basic and diluted net loss per share attributable to common stockholders | December 31, 2021 2020 Net loss $ (11,716) $ (7,839) Cumulative preferred stock dividends (4,532) (4,234) Net loss attributable to common stockholders $ (16,248) $ (12,073) Weighted-average common shares outstanding - basic and diluted 5,190,883 508,112 Total $ (3.13) $ (23.76) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Schedule of net loss components | Year Ended December 31, 2021 2020 Domestic $ (10,910) $ (7,268) Foreign (806) (571) Total $ (11,716) $ (7,839) |
Schedule of reconciliation of the expected income tax (benefit) | Year Ended December 31, 2021 2020 Income tax computed at federal statutory rate 21.0 % 21.0 % State taxes, net of federal benefit 4.1 % 7.1 % Change in valuation allowance (32.9) % (35.8) % R&D Credit 11.2 % 10.7 % Interest expense 4.6 % (3.2) % Equity-based compensation (5.8) % (1.0) % Fair value adjustments (3.5) % — % Other 1.3 % 1.2 % Effective income tax rate — % — % |
Schedule of deferred tax assets and liabilities | Year Ended December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 13,239 $ 11,060 Tax credit carryforwards 4,959 3,713 Equity-based compensation 544 291 Other 316 137 Deferred tax assets 19,058 15,201 Less: valuation allowance (19,045) (15,179) Deferred tax assets after valuation allowance 13 22 Deferred tax liabilities Fixed assets (13) (22) Deferred tax liabilities (13) (22) Net deferred tax assets $ — $ — |
Description of Business and F_2
Description of Business and Financial Condition (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 10, 2021 | Oct. 13, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Description of Business and Financial Condition | ||||
Net proceeds | $ 44,217 | |||
Conversion of preferred stock into common stock | 15,906,537 | |||
Cash and cash equivalents | $ 54,721 | $ 5,189 | ||
IPO | ||||
Description of Business and Financial Condition | ||||
Shares issued | 3,768,116 | |||
Offering price per share | $ 12 | |||
Gross proceeds | $ 45,217 | |||
Net proceeds | $ 37,909 | |||
IPO | Conversion Of Preferred Stock | ||||
Description of Business and Financial Condition | ||||
Conversion of preferred stock into common stock | 15,906,537 | |||
IPO | Conversion Of Simple Agreements For Future Equity | ||||
Description of Business and Financial Condition | ||||
Conversion of preferred stock into common stock | 931,485 | |||
Conversion of preferred stock into SAFE | $ 8,942 | |||
Over-Allotment Option | ||||
Description of Business and Financial Condition | ||||
Shares issued | 565,217 | |||
Gross proceeds | $ 6,783 | |||
Net proceeds | $ 6,308 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Jul. 31, 2021 | Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | |
Summary of Significant Accounting Policies | |||
Allowance for doubtful accounts on grants receivable | $ 0 | ||
Allowance for doubtful accounts on other receivables | 0 | ||
Grant income | 17,447 | $ 10,855 | |
Unrecognized income tax | $ 0 | $ 0 | |
Expected dividend yield | 0.00% | 0.00% | |
Other comprehensive (loss) gain related to foreign currency translation | $ (11) | $ (2) | |
Number of operating segments | segment | 1 | ||
Stock split ratio | 3.2345 | ||
Minimum | |||
Summary of Significant Accounting Policies | |||
Useful life of property and equipment | 5 years | ||
Maximum | |||
Summary of Significant Accounting Policies | |||
Useful life of property and equipment | 6 years |
Financial Instruments and Fai_3
Financial Instruments and Fair Value Measurements (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Total assets | $ 46,687 | $ 2,853 |
Liabilities: | ||
Derivative liability | 2,209 | |
Total liabilities | 2,209 | |
Quoted Priced in Active Markets (Level 1) | ||
Assets: | ||
Total assets | 46,687 | 2,853 |
Significant Unobservable Inputs (Level 3) | ||
Liabilities: | ||
Derivative liability | 2,209 | |
Total liabilities | 2,209 | |
Money market funds | ||
Assets: | ||
Money market funds | 46,687 | 2,853 |
Money market funds | Quoted Priced in Active Markets (Level 1) | ||
Assets: | ||
Money market funds | $ 46,687 | $ 2,853 |
Financial Instruments and Fai_4
Financial Instruments and Fair Value Measurements - Changes in fair value of the Level 3 liabilities (Details) - USD ($) $ in Thousands | Oct. 07, 2021 | Mar. 25, 2021 | Dec. 31, 2010 | Dec. 31, 2021 | Dec. 31, 2020 |
Changes in fair value of the Level 3 liabilities | |||||
Balance at beginning | $ 2,209 | $ 1,674 | |||
Fair value recognized upon issuance | 8,942 | 734 | |||
Change in the fair value of the liability | 27 | ||||
Fair value recognized upon conversion into common stock | (11,178) | ||||
Balance at the end | 2,209 | ||||
Proceeds from simple agreements for future equity | 8,942 | ||||
Conversion Of Simple Agreements For Future Equity | |||||
Changes in fair value of the Level 3 liabilities | |||||
Issuance of stock upon conversion of debt (in shares) | 931,485 | ||||
Warrant Liability | |||||
Changes in fair value of the Level 3 liabilities | |||||
Balance at beginning | 181 | ||||
Change in the fair value of the liability | (181) | ||||
Warrant Liability | Warrants for series A1 preferred stock | |||||
Changes in fair value of the Level 3 liabilities | |||||
Change in the fair value of the liability | 181 | ||||
Warrants issued | 180,724 | ||||
Derivative Liability. | |||||
Changes in fair value of the Level 3 liabilities | |||||
Balance at beginning | 2,209 | 1,493 | |||
Fair value recognized upon issuance | 734 | ||||
Change in the fair value of the liability | (2,209) | (18) | |||
Balance at the end | $ 2,209 | ||||
SAFE | |||||
Changes in fair value of the Level 3 liabilities | |||||
Fair value recognized upon issuance | 8,942 | ||||
Change in the fair value of the liability | 2,236 | ||||
Fair value recognized upon conversion into common stock | $ (11,178) | ||||
Proceeds from simple agreements for future equity | $ 8,942 |
Financial Instruments and Fai_5
Financial Instruments and Fair Value Measurements - Unobservable Inputs under SAFE (Details) - SAFE | Oct. 07, 2021 | Mar. 25, 2021Y |
Expected term (in years) | ||
Financial Instruments and Fair Value Measurements | ||
Measurement input | 0.35 | |
Discount upon conversion | ||
Financial Instruments and Fair Value Measurements | ||
Measurement input | 20 | 20 |
Discount upon implied return | ||
Financial Instruments and Fair Value Measurements | ||
Measurement input | 18.9 | 18.9 |
Probability of initial public offering occurrence | ||
Financial Instruments and Fair Value Measurements | ||
Measurement input | 100 | 45 |
Probability of dissolution event occurrence | ||
Financial Instruments and Fair Value Measurements | ||
Measurement input | 0 | 15 |
Probability of equity financing occurrence | ||
Financial Instruments and Fair Value Measurements | ||
Measurement input | 0 | 37 |
Probability of change of control occurrence | ||
Financial Instruments and Fair Value Measurements | ||
Measurement input | 0 | 3 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property and Equipment | ||
Property and equipment, gross | $ 1,015 | $ 988 |
Less: Accumulated depreciation | (870) | (777) |
Property and equipment, net | 145 | 211 |
Depreciation | 93 | 60 |
Amortization | 38 | 38 |
Equipment | ||
Property and Equipment | ||
Property and equipment, gross | 1,014 | 987 |
Furniture and fixtures | ||
Property and Equipment | ||
Property and equipment, gross | 1 | 1 |
Asset under capital lease | ||
Property and Equipment | ||
Property and equipment, gross | 190 | 190 |
Less: Accumulated depreciation | $ (190) | $ (152) |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued Expenses | ||
Employee compensation, benefits, and related accruals | $ 1,285 | $ 732 |
Research and development costs | 250 | 143 |
Professional fees | 216 | 114 |
Other accrued | 5 | |
Total | $ 1,751 | $ 994 |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - USD ($) $ in Thousands | 1 Months Ended | |
Oct. 31, 2021 | Dec. 31, 2021 | |
Other Current Liabilities [Member] | ||
Other Current Liabilities | ||
Short-term Debt | $ 1,191 | |
Insurance Premium Financing Agreement | ||
Other Current Liabilities | ||
Face Amount | $ 1,453 | |
Interest rate (as a percent) | 3.25% | |
Periodic Payment | $ 134 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($)ft² | Dec. 31, 2020USD ($) | |
Minimum lease commitments | ||
2022 | $ 174 | |
2023 | 142 | |
2024 | 83 | |
2025 | 84 | |
Thereafter | 298 | |
Total lease commitments | 781 | |
Rent expense | $ 163 | $ 179 |
Office Space, New York | ||
Minimum lease commitments | ||
Area of Real Estate Property | ft² | 2,864 | |
Laboratory And Office Space, Pittsburgh, PA | ||
Minimum lease commitments | ||
Area of Real Estate Property | ft² | 6,068 |
Debt (Details)
Debt (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 15, 2018 | Mar. 28, 2018 | Mar. 08, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 15, 2020 | Feb. 27, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 30, 2018 |
Debt | ||||||||||
Gain (loss) on debt extinguishment | $ 443 | $ (129) | ||||||||
Convertible Notes | ||||||||||
Debt | ||||||||||
Interest rate (as a percent) | 8.00% | 4.00% | ||||||||
Principal amount | $ 2,965 | |||||||||
Gross proceeds threshold | $ 10,000 | |||||||||
Stock price trigger percentage | 80.00% | 90.00% | 90.00% | |||||||
Conversion price | $ 1.385 | |||||||||
Multiplier applied on principal plus accrued and unpaid interest | 2 | |||||||||
Principal amount holder to be included to provide consent | $ 1,000 | |||||||||
Percentage of Note holders to provide consent to make amendments or waivers | 66.67% | |||||||||
Debt issuance costs | $ 205 | |||||||||
Convertible Notes | Class B-1 preferred stock | ||||||||||
Debt | ||||||||||
Conversion price | $ 1.385 | |||||||||
Percentage of voting power | 50.00% | |||||||||
Original Notes | ||||||||||
Debt | ||||||||||
Maximum amount of debt agreed to be issued | $ 5,000 | |||||||||
Interest rate (as a percent) | 4.00% | |||||||||
Principal amount | $ 2,965 | |||||||||
Additional Notes | ||||||||||
Debt | ||||||||||
Maximum amount of debt agreed to be issued | $ 8,000 | |||||||||
Principal amount | $ 4,661 | $ 4,661 | ||||||||
Second Amendment Notes | ||||||||||
Debt | ||||||||||
Maximum amount of debt agreed to be issued | $ 10,035 | |||||||||
Principal amount | 5,372 | |||||||||
Gain (loss) on debt extinguishment | $ 129 |
Debt - Convertible notes (Detai
Debt - Convertible notes (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Debt | |
Convertible notes, net | $ 12,409 |
Convertible notes | |
Debt | |
Convertible notes principal | 12,998 |
Less: unamortized note issuance costs | (45) |
Less: debt discount | (544) |
Convertible notes, net | $ 12,409 |
Debt - Interest expense on the
Debt - Interest expense on the convertible notes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Interest expense | ||
Coupon interest | $ 512 | $ 922 |
Issuance costs amortization | 31 | 54 |
Discount amortization | 352 | 782 |
Interest expense, including amortization of debt issuance costs | $ 895 | $ 1,758 |
Debt - PPP Loan (Details)
Debt - PPP Loan (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Apr. 30, 2020USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Debt | |||
Gain on debt extinguishment | $ 443 | $ (129) | |
PPP Loan | |||
Debt | |||
Principal amount | $ 443 | ||
Gain on debt extinguishment | $ 443 | ||
Interest rate (as a percent) | 1.00% | ||
Multiplier applied on average monthly payroll expenses | 2.5 | ||
Period over which unforgiven portion of PPP loan payable | 2 years | ||
Deferral payments period | 6 months |
Preferred Stock - Convertible p
Preferred Stock - Convertible preferred stock (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred Stock | |||
Preferred Stock Authorized | 41,053,358 | ||
Preferred Stock Issued | 40,524,346 | ||
Preferred Stock Outstanding | 40,524,346 | ||
Carrying Value | $ 55,370,000 | ||
Liquidation Preference (in dollars) | $ 57,161,000 | ||
Common Stock Issuable Upon Conversion | 12,528,612 | ||
Series A convertible preferred stock | |||
Preferred Stock | |||
Preferred Stock Authorized | 0 | 3,067,519 | |
Preferred Stock Issued | 0 | 2,819,027 | |
Preferred Stock Outstanding | 0 | 2,819,027 | 2,819,027 |
Carrying Value | $ 4,616,000 | $ 4,413,000 | |
Liquidation Preference (in dollars) | $ 0 | $ 4,766,000 | |
Common Stock Issuable Upon Conversion | 871,541 | ||
Series A-1 convertible preferred stock | |||
Preferred Stock | |||
Preferred Stock Authorized | 0 | 3,970,776 | |
Preferred Stock Issued | 0 | 3,730,366 | |
Preferred Stock Outstanding | 0 | 3,730,366 | 3,730,366 |
Carrying Value | $ 5,398,000 | $ 5,160,000 | |
Liquidation Preference (in dollars) | $ 0 | $ 5,572,000 | |
Common Stock Issuable Upon Conversion | 1,153,290 | ||
Series A-2 convertible preferred stock | |||
Preferred Stock | |||
Preferred Stock Authorized | 0 | 3,565,063 | |
Preferred Stock Issued | 0 | 3,565,063 | |
Preferred Stock Outstanding | 0 | 3,565,063 | 3,565,063 |
Carrying Value | $ 5,809,000 | $ 5,552,000 | |
Liquidation Preference (in dollars) | $ 0 | $ 5,997,000 | |
Common Stock Issuable Upon Conversion | 1,102,182 | ||
Series B convertible preferred stock | |||
Preferred Stock | |||
Preferred Stock Authorized | 0 | 30,450,000 | |
Preferred Stock Issued | 0 | 30,409,890 | |
Preferred Stock Outstanding | 0 | 30,409,890 | 30,409,890 |
Carrying Value | $ 39,547,000 | $ 37,802,000 | |
Liquidation Preference (in dollars) | $ 0 | $ 40,826,000 | |
Common Stock Issuable Upon Conversion | 9,401,599 |
Preferred Stock - Additional In
Preferred Stock - Additional Information (Details) | Oct. 13, 2021shares | May 01, 2021USD ($)$ / shares | Dec. 31, 2021USD ($)director$ / shares |
Preferred Stock | |||
Percentage of preferred stock shares entitled to designate director | 7.50% | ||
Number of directors that can be elected by preferred stock holders | director | 1 | ||
Number of directors that can be elected by majority of holders of then outstanding converted common stock | director | 1 | ||
Threshold multiplier (as a percent) | 3.00% | ||
Threshold offering proceeds on conversion | $ 30,000,000 | ||
Percentage of then outstanding shares to approve redemption | 60.00% | ||
Threshold percentage of then outstanding shares to approve protective provisions | 60.00% | ||
Maximum amount of debt that can be approved by board of directors | $ 250,000 | ||
Maximum amount of advances that can be approved by board of directors | 50,000 | ||
Threshold compensation expense changes | 100,000 | ||
Threshold amount of a bank's net worth | 100,000,000 | ||
Issuance of stock upon conversion of debt | $ 84,761,000 | ||
Conversion of preferred stock into common stock | shares | 15,906,537 | ||
Series A convertible preferred stock | |||
Preferred Stock | |||
Original issue price | $ / shares | $ 0.69 | ||
Series A-1 convertible preferred stock | |||
Preferred Stock | |||
Original issue price | $ / shares | 0.69 | ||
Series A-2 convertible preferred stock | |||
Preferred Stock | |||
Original issue price | $ / shares | 0.8415 | ||
Series B convertible preferred stock | |||
Preferred Stock | |||
Original issue price | $ / shares | 0.923 | ||
Series B-1 convertible preferred stock | |||
Preferred Stock | |||
Original issue price | $ / shares | $ 1.385 | $ 1.385 | |
Issuance of stock upon conversion of debt | $ 10,926,089 |
Warrants (Details)
Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Warrants | ||
Number of Warrants | 0 | |
Exercise of common stock warrants (in shares) | 198,198 | |
Change in the fair value of the warrant liability | $ 181 | |
Warrants expiring May 2021 | ||
Warrants | ||
Number of Warrants | 50,497 | |
Exercise Price | $ 0.68 | |
Warrants expiring March 2023 | ||
Warrants | ||
Number of Warrants | 116,144 | |
Exercise Price | $ 0.03 | |
Warrants expiring May 2023 | ||
Warrants | ||
Number of Warrants | 24,171 | |
Exercise Price | $ 0.03 | |
Warrants expiring August 2023 | ||
Warrants | ||
Number of Warrants | 10,319 | |
Exercise Price | $ 0.03 |
Common Stock - Additional Infor
Common Stock - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Common Stock. | ||
Dividend declared | $ 0 | $ 0 |
Common Stock (Details)
Common Stock (Details) - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Common Stock | ||
Common stock shares reserved for conversion | 7,092,241 | 17,729,227 |
Convertible preferred stock (as converted) | ||
Common Stock | ||
Common stock shares reserved for conversion | 12,528,612 | |
Warrants for common stock | ||
Common Stock | ||
Common stock shares reserved for conversion | 201,131 | |
Shares available for future issuance under Prior Plans | ||
Common Stock | ||
Common stock shares reserved for conversion | 411,619 | |
Options issued and outstanding | ||
Common Stock | ||
Common stock shares reserved for conversion | 5,640,438 | 4,587,865 |
Shares available for future issuance under 2021 Plan | ||
Common Stock | ||
Common stock shares reserved for conversion | 1,242,271 | |
Shares available for future issuance under ESPP | ||
Common Stock | ||
Common stock shares reserved for conversion | 209,532 |
Equity-based Compensation (Deta
Equity-based Compensation (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Sep. 15, 2017 | |
Equity-based Compensation | |||
Common stock shares reserved for conversion | 7,092,241 | 17,729,227 | |
Employee Stock Option | |||
Equity-based Compensation | |||
Common stock shares reserved for conversion | 7,543,185 | ||
Amended and Restated 2017 Equity Incentive Plan | |||
Equity-based Compensation | |||
Number of shares authorized | 4,334,131 | ||
Shares available for future issuance under 2021 Plan | |||
Equity-based Compensation | |||
Number of shares authorized | 7,514,395 | ||
Maximum percentage of common shares issued and outstanding | 5.00% | ||
Number of shares that may be recycled | 4,334,131 | ||
Shares available for future issuance under ESPP | |||
Equity-based Compensation | |||
Number of shares authorized | 209,532 | ||
Maximum percentage of common shares issued and outstanding | 1.00% | ||
Number of Additional Shares Authorized | 1,000,000 |
Equity-based Compensation - Fai
Equity-based Compensation - Fair value of options (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair value of common stock (in dollars per share) | $ 1.20 | |
Expected volatility, minimum | 100.82% | 101.35% |
Expected volatility, maximum | 104.79% | 109.34% |
Risk-free interest rate, minimum | 0.67% | 0.27% |
Risk-free interest rate, maximum | 1.26% | 1.60% |
Dividend yield | 0.00% | 0.00% |
Minimum | ||
Fair value of common stock (in dollars per share) | $ 1.75 | |
Expected term (years) | 5 years | 5 years |
Maximum | ||
Fair value of common stock (in dollars per share) | $ 12.13 | |
Expected term (years) | 6 years 2 months 19 days | 6 years 3 months |
Equity-based Compensation - Act
Equity-based Compensation - Activity for options (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Options | ||
Beginning Balance (in shares) | 4,587,865 | |
Options granted (in shares) | 1,697,076 | 1,245,865 |
Options exercised (in shares) | (321,686) | (18,545) |
Options forfeited (in shares) | (173,974) | |
Options expired (in shares) | (148,843) | |
Ending Balance (in shares) | 5,640,438 | 4,587,865 |
Exercisable (in shares) | 3,362,540 | |
Vested and expected to vest as of December 31, 2020 | 5,640,438 | |
Weighted Average Exercise Price | ||
Beginning Balance (in dollars per share) | $ 0.98 | |
Options granted (in dollars per share) | 11.63 | |
Options exercised (in dollars per share) | 0.86 | |
Options forfeited (in dollars per share) | 1.15 | |
Options expired (in dollars per share) | 0.94 | |
Ending Balance (in dollars per share) | 4.19 | $ 0.98 |
Exercisable (in dollars per share) | 2.52 | |
Vested and expected to vest (in dollars per share) | $ 4.19 | |
Aggregate Intrinsic Value | ||
Aggregate Intrinsic Value | $ 12,002 | $ 3,511 |
Aggregate Intrinsic Value - Exercisable | 13,116 | |
Aggregate Intrinsic Value - Vested and expected to vest | $ 12,002 | |
Weighted Average Remaining Contractual Life | 8 years | 7 years 9 months 18 days |
Weighted Average Remaining Contractual Life -Exercisable | 7 years | |
Weighted Average Remaining Contractual Life - Vested and expected to vest | 8 years |
Equity-based Compensation - Add
Equity-based Compensation - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Equity-based Compensation | |||
Weighted-average grant date fair value (in dollars per share) | $ 9.09 | $ 0.97 | |
Options granted (in shares) | 1,697,076 | 1,245,865 | |
Fair value of options granted | $ 15,424,000 | $ 1,210,000 | |
Options exercised (in shares) | 321,686 | 18,545 | |
Fair value of options exercised | $ 188,000 | $ 11,000 | |
Intrinsic value of stock options exercised | 1,610,000 | ||
Compensation expense recognized | 5,183,000 | 475,000 | |
Unrecognized compensation expense | 11,792,000 | ||
Performance-based awards | |||
Equity-based Compensation | |||
Compensation expense recognized | $ 108,000 | $ 0 | |
Performance-based awards | Executive | |||
Equity-based Compensation | |||
Options exercised (in shares) | 349,150 |
Equity-based Compensation - Com
Equity-based Compensation - Compensation expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Equity-based Compensation | ||
Total equity-based compensation | $ 5,183 | $ 475 |
Total unrecognized compensation cost related to options | $ 11,792 | |
Weighted average period over which the unrecognized compensation cost is expected to be recognized | 3 years 2 months 12 days | |
Research and development | ||
Equity-based Compensation | ||
Total equity-based compensation | $ 877 | 216 |
General and administrative | ||
Equity-based Compensation | ||
Total equity-based compensation | $ 4,306 | $ 259 |
Net Loss per Share - Antidiluti
Net Loss per Share - Antidilutive effect (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Net Loss per Share | ||
Potentially dilutive common stock equivalents outstanding | 7,092,241 | 17,729,227 |
Convertible preferred stock (as converted) | ||
Net Loss per Share | ||
Potentially dilutive common stock equivalents outstanding | 12,528,612 | |
Warrants for common stock | ||
Net Loss per Share | ||
Potentially dilutive common stock equivalents outstanding | 201,131 | |
Shares Available For Future Issuance Under Prior Plans | ||
Net Loss per Share | ||
Potentially dilutive common stock equivalents outstanding | 411,619 | |
Options issued and outstanding | ||
Net Loss per Share | ||
Potentially dilutive common stock equivalents outstanding | 5,640,438 | 4,587,865 |
Shares Available For Future Issuance Under 2021 Plan | ||
Net Loss per Share | ||
Potentially dilutive common stock equivalents outstanding | 1,242,271 | |
Shares Available For Future Issuance Under ESPP | ||
Net Loss per Share | ||
Potentially dilutive common stock equivalents outstanding | 209,532 |
Net Loss per Share - Basic and
Net Loss per Share - Basic and diluted net loss per share attributable to common stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Net Loss per Share | ||
Net loss | $ (11,716) | $ (7,839) |
Cumulative preferred stock dividends | (4,532) | (4,234) |
Net loss attributable to common stockholders | $ (16,248) | $ (12,073) |
Weighted-average common shares outstanding, basic (in shares) | 5,190,883 | 508,112 |
Weighted-average common shares outstanding, diluted (in shares) | 5,190,883 | 508,112 |
Net loss per share, basic (in dollars per share) | $ (3.13) | $ (23.76) |
Net loss per share, diluted (in dollars per share) | $ (3.13) | $ (23.76) |
Retirement Plan (Details)
Retirement Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Plan | ||
Maximum percentage of employees' compensation per person per year matched by the Company | 4.00% | |
Matching contributions to the plan | $ 113 | $ 110 |
Income Taxes - Net loss (Detail
Income Taxes - Net loss (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes | ||
Domestic | $ (10,910) | $ (7,268) |
Foreign | (806) | (571) |
Net loss | $ (11,716) | $ (7,839) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income taxes | ||
Current income tax expenses (benefits) | $ 0 | $ 0 |
Deferred income tax expenses (benefits) | 0 | 0 |
Valuation allowance increase | 3,866 | 2,814 |
Research and development tax credit carryforwards | 4,959 | |
Unrecognized income tax | 0 | $ 0 |
Federal | ||
Income taxes | ||
Operating loss carryforwards that expire | 44,572 | |
Operating loss carryforwards that do not expire | 18,345 | |
Net operating loss carryforwards | 44,572 | |
State | ||
Income taxes | ||
Net operating loss carryforwards | 44,571 | |
Foreign | ||
Income taxes | ||
Net operating loss carryforwards | $ 1,202 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of income tax benefit (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes | ||
Income tax computed at federal statutory rate (as percentage) | 21.00% | 21.00% |
State taxes, net of federal benefit (as percentage) | 4.10% | 7.10% |
Change in valuation allowance (as percentage) | (32.90%) | (35.80%) |
R&D Credit (as percentage) | 11.20% | 10.70% |
Interest expense (as percentage) | 4.60% | (3.20%) |
Equity-based compensation (as percentage) | (5.80%) | (1.00%) |
Fair value adjustments (as percentage) | (3.50%) | |
Other (as percentage) | 1.30% | 1.20% |
Income Taxes - Deferred tax ass
Income Taxes - Deferred tax assets and liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 13,239 | $ 11,060 |
Tax credit carryforwards | 4,959 | 3,713 |
Equity-based compensation | 544 | 291 |
Other | 316 | 137 |
Deferred tax assets | 19,058 | 15,201 |
Less: valuation allowance | (19,045) | (15,179) |
Deferred tax assets after valuation allowance | 13 | 22 |
Deferred tax liabilities | ||
Fixed assets | (13) | (22) |
Deferred tax liabilities | $ (13) | $ (22) |