Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 31, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-40323 | |
Entity Registrant Name | RECURSION PHARMACEUTICALS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 46-4099738 | |
Entity Address, Address Line One | 41 S Rio Grande Street | |
Entity Address, City or Town | Salt Lake City, | |
Entity Address, State or Province | UT | |
Entity Address, Postal Zip Code | 84101 | |
City Area Code | 385 | |
Local Phone Number | 269 - 0203 | |
Title of 12(b) Security | Class A Common Stock, par value $0.00001 | |
Trading Symbol | RXRX | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001601830 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 181,694,536 | |
Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 7,861,209 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 454,646 | $ 285,116 |
Restricted cash | 2,090 | 1,552 |
Accounts receivable | 0 | 34 |
Other receivables | 11,635 | 9,056 |
Investments | 0 | 231,446 |
Other current assets | 13,247 | 7,514 |
Total current assets | 481,618 | 534,718 |
Restricted cash, non-current | 8,154 | 8,681 |
Property and equipment, net | 85,777 | 64,725 |
Operating lease right-of-use assets | 33,726 | 0 |
Intangible assets, net | 1,457 | 1,385 |
Goodwill | 801 | 801 |
Other non-current assets | 0 | 35 |
Total assets | 611,533 | 610,345 |
Current liabilities | ||
Accounts payable | 3,890 | 2,819 |
Accrued expenses and other liabilities | 26,757 | 32,333 |
Unearned revenue | 46,753 | 10,000 |
Notes payable | 95 | 90 |
Operating lease liabilities | 5,541 | 0 |
Lease incentive obligation | 0 | 1,416 |
Total current liabilities | 83,036 | 46,658 |
Deferred rent | 0 | 4,110 |
Unearned revenue, non-current | 93,909 | 6,667 |
Notes payable, non-current | 561 | 633 |
Operating lease liabilities, non-current | 45,993 | 0 |
Lease incentive obligation, non-current | 0 | 9,339 |
Total liabilities | 223,499 | 67,407 |
Commitments and contingencies (Note 7) | ||
Stockholders’ equity | ||
Common stock, $0.00001 par value; 2,000,000,000 shares (Class A 1,989,032,117 and Class B 10,967,883) authorized as of September 30, 2022 and December 31, 2021; 174,072,906 shares (Class A 166,187,697 and Class B 7,885,209) and 170,272,462 shares (Class A 160,906,245 and Class B 9,366,217) issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | 2 | 2 |
Additional paid-in capital | 970,096 | 943,142 |
Accumulated deficit | (582,064) | (400,080) |
Accumulated other comprehensive loss | 0 | (126) |
Total stockholders’ equity | 388,034 | 542,938 |
Total liabilities and stockholders’ equity | $ 611,533 | $ 610,345 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized (in shares) | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued (in shares) | 174,072,906 | 170,272,462 |
Common sock, shares outstanding (in shares) | 174,072,906 | 170,272,462 |
Class A | ||
Common stock, shares authorized (in shares) | 1,989,032,117 | 1,989,032,117 |
Common stock, shares issued (in shares) | 166,187,697 | 160,906,245 |
Common sock, shares outstanding (in shares) | 166,187,697 | 160,906,245 |
Class B | ||
Common stock, shares authorized (in shares) | 10,967,883 | 10,967,883 |
Common stock, shares issued (in shares) | 7,885,209 | 9,366,217 |
Common sock, shares outstanding (in shares) | 7,885,209 | 9,366,217 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue | ||||
Revenue | $ 13,160 | $ 2,534 | $ 26,167 | $ 7,645 |
Operating costs and expenses | ||||
Cost of revenue | 15,409 | 0 | 37,435 | 0 |
Research and development | 40,836 | 33,246 | 111,716 | 86,979 |
General and administrative | 19,488 | 15,690 | 61,761 | 38,481 |
Total operating costs and expenses | 75,733 | 48,936 | 210,912 | 125,460 |
Loss from operations | (62,573) | (46,402) | (184,745) | (117,815) |
Other income (loss), net | 2,128 | (1,026) | 2,761 | (3,731) |
Net loss | $ (60,445) | $ (47,428) | $ (181,984) | $ (121,546) |
Per share data | ||||
Net loss per share of Class A and B common stock, basic (in dollars per share) | $ (0.35) | $ (0.28) | $ (1.06) | $ (1.10) |
Net loss per share of Class A and B common stock, diluted (in dollars per share) | $ (0.35) | $ (0.28) | $ (1.06) | $ (1.10) |
Weighted-average shares (Class A and B) outstanding, basic (in shares) | 173,435,970 | 168,533,550 | 172,122,974 | 110,513,231 |
Weighted-average shares (Class A and B) outstanding, diluted (in shares) | 173,435,970 | 168,533,550 | 172,122,974 | 110,513,231 |
Operating revenue | ||||
Revenue | ||||
Revenue | $ 13,053 | $ 2,500 | $ 26,005 | $ 7,500 |
Grant revenue | ||||
Revenue | ||||
Revenue | $ 107 | $ 34 | $ 162 | $ 145 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (60,445) | $ (47,428) | $ (181,984) | $ (121,546) |
Unrealized gain on investments | 197 | 2 | 87 | 2 |
Net realized loss on investments reclassified into net loss | 0 | 0 | 39 | 0 |
Other comprehensive income | 197 | 2 | 126 | 2 |
Comprehensive loss | $ (60,248) | $ (47,426) | $ (181,858) | $ (121,544) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) (unaudited) - USD ($) $ in Thousands | Total | Series A and Series B Warrants | Common Stock (Class A and B) | Common Stock (Class A and B) Series A and Series B Warrants | Additional Paid-in-Capital | Additional Paid-in-Capital Series A and Series B Warrants | Accumulated Deficit | Accumulated other comprehensive income (loss) |
Temporary equity, shares outstanding at beginning of period (in shares) at Dec. 31, 2020 | 112,088,065 | |||||||
Temporary equity, carrying amount attributable to parent at beginning of period at Dec. 31, 2020 | $ 448,312 | |||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Conversion of preferred stock to common stock (in shares) | (112,088,065) | |||||||
Conversion of preferred stock to common stock | $ (448,312) | |||||||
Temporary equity, shares outstanding at end of period (in shares) at Sep. 30, 2021 | 0 | |||||||
Temporary equity, carrying amount attributable to parent at end of period at Sep. 30, 2021 | $ 0 | |||||||
Beginning balance (in shares) at Dec. 31, 2020 | 22,314,685 | |||||||
Beginning balance at Dec. 31, 2020 | (206,289) | $ 0 | $ 7,312 | $ (213,601) | $ 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (121,546) | (121,546) | ||||||
Other comprehensive gain | 2 | 2 | ||||||
Common stock issuance for initial public offering, net of issuance costs (in shares) | 27,878,787 | |||||||
Common stock issuance for initial public offering, net of issuance costs | 462,354 | $ 1 | 462,353 | |||||
Conversion of preferred stock to common stock and warrant exercises (in shares) | 115,598,018 | 129,963 | ||||||
Conversion of preferred stock to common stock and warrant exercises | 448,312 | $ 2,340 | $ 1 | 448,311 | $ 2,340 | |||
Stock option exercises and other (in shares) | 2,713,506 | |||||||
Stock option exercises and other | 3,359 | 3,359 | ||||||
Stock-based compensation | 10,500 | 10,500 | ||||||
Ending balance (in shares) at Sep. 30, 2021 | 168,634,959 | |||||||
Ending balance at Sep. 30, 2021 | $ 599,032 | $ 2 | 934,175 | (335,147) | 2 | |||
Temporary equity, shares outstanding at beginning of period (in shares) at Jun. 30, 2021 | 0 | |||||||
Temporary equity, carrying amount attributable to parent at beginning of period at Jun. 30, 2021 | $ 0 | |||||||
Temporary equity, shares outstanding at end of period (in shares) at Sep. 30, 2021 | 0 | |||||||
Temporary equity, carrying amount attributable to parent at end of period at Sep. 30, 2021 | $ 0 | |||||||
Beginning balance (in shares) at Jun. 30, 2021 | 168,425,907 | |||||||
Beginning balance at Jun. 30, 2021 | 642,714 | $ 2 | 930,431 | (287,719) | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (47,428) | (47,428) | ||||||
Other comprehensive gain | 2 | 2 | ||||||
Stock option exercises and other (in shares) | 209,052 | |||||||
Stock option exercises and other | 382 | 382 | ||||||
Stock-based compensation | 3,362 | 3,362 | ||||||
Ending balance (in shares) at Sep. 30, 2021 | 168,634,959 | |||||||
Ending balance at Sep. 30, 2021 | $ 599,032 | $ 2 | 934,175 | (335,147) | 2 | |||
Temporary equity, shares outstanding at beginning of period (in shares) at Dec. 31, 2021 | 0 | |||||||
Temporary equity, carrying amount attributable to parent at beginning of period at Dec. 31, 2021 | $ 0 | |||||||
Temporary equity, shares outstanding at end of period (in shares) at Sep. 30, 2022 | 0 | |||||||
Temporary equity, carrying amount attributable to parent at end of period at Sep. 30, 2022 | $ 0 | |||||||
Beginning balance (in shares) at Dec. 31, 2021 | 170,272,462 | 170,272,462 | ||||||
Beginning balance at Dec. 31, 2021 | $ 542,938 | $ 2 | 943,142 | (400,080) | (126) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (181,984) | (181,984) | ||||||
Other comprehensive gain | $ 126 | 126 | ||||||
Stock option exercises and other (in shares) | 3,063,033 | 3,800,444 | ||||||
Stock option exercises and other | $ 6,740 | 6,740 | ||||||
Stock-based compensation | $ 20,214 | 20,214 | ||||||
Ending balance (in shares) at Sep. 30, 2022 | 174,072,906 | 174,072,906 | ||||||
Ending balance at Sep. 30, 2022 | $ 388,034 | $ 2 | 970,096 | (582,064) | 0 | |||
Temporary equity, shares outstanding at beginning of period (in shares) at Jun. 30, 2022 | 0 | |||||||
Temporary equity, carrying amount attributable to parent at beginning of period at Jun. 30, 2022 | $ 0 | |||||||
Temporary equity, shares outstanding at end of period (in shares) at Sep. 30, 2022 | 0 | |||||||
Temporary equity, carrying amount attributable to parent at end of period at Sep. 30, 2022 | $ 0 | |||||||
Beginning balance (in shares) at Jun. 30, 2022 | 172,815,409 | |||||||
Beginning balance at Jun. 30, 2022 | 437,579 | $ 2 | 959,393 | (521,619) | (197) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (60,445) | (60,445) | ||||||
Other comprehensive gain | 197 | 197 | ||||||
Stock option exercises and other (in shares) | 1,257,497 | |||||||
Stock option exercises and other | 1,794 | 1,794 | ||||||
Stock-based compensation | $ 8,909 | 8,909 | ||||||
Ending balance (in shares) at Sep. 30, 2022 | 174,072,906 | 174,072,906 | ||||||
Ending balance at Sep. 30, 2022 | $ 388,034 | $ 2 | $ 970,096 | $ (582,064) | $ 0 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (181,984) | $ (121,546) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 8,542 | 6,169 |
Stock-based compensation | 20,214 | 10,501 |
Fixed asset impairment | 2,806 | 0 |
Lease expense | 5,747 | 0 |
Loss on debt extinguishment | 0 | 827 |
Other, net | 377 | 2,940 |
Changes in operating assets and liabilities: | ||
Other receivables and assets | (5,574) | (6,746) |
Unearned revenue | 123,995 | (7,500) |
Accounts payable | 1,072 | 5,252 |
Accrued development expense | 3,696 | 1,524 |
Accrued expenses, deferred rent and other current liabilities | (12,740) | 11,123 |
Operating lease liabilities | (4,927) | 0 |
Net cash used in operating activities | (38,776) | (97,456) |
Cash flows from investing activities | ||
Purchases of property and equipment | (29,080) | (35,334) |
Purchase of an intangible asset | (300) | 0 |
Purchases of investments | 0 | (184,167) |
Sales and maturities of investments | 230,608 | 0 |
Net cash provided by (used in) investing activities | 201,228 | (219,501) |
Cash flows from financing activities | ||
Proceeds from initial public offering of common stock, net of issuance costs | 0 | 462,901 |
Proceeds from equity incentive plans | 7,156 | 4,620 |
Repayment of long-term debt | (67) | (12,777) |
Net cash provided by financing activities | 7,089 | 454,744 |
Net change in cash, cash equivalents and restricted cash | 169,541 | 137,787 |
Cash, cash equivalents and restricted cash, beginning of period | 295,349 | 267,167 |
Cash, cash equivalents and restricted cash, end of period | 464,890 | 404,954 |
Supplemental schedule of non-cash investing and financing activities | ||
Conversion of preferred stock to common stock | 0 | 448,312 |
Accrued property and equipment | 3,093 | 413 |
Deferred issuance costs recorded in equity | 0 | 547 |
Right-of-use asset additions and modifications | 3,950 | 0 |
Supplemental schedule of cash flow information | ||
Cash paid for interest | 42 | 665 |
Cash paid for operating leases | $ 4,927 | $ 0 |
Description of the Business
Description of the Business | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Business | Description of the Business Recursion Pharmaceuticals, Inc. (Recursion, the Company, we or our) was originally formed as a limited liability company on November 4, 2013 under the name Recursion Pharmaceuticals, LLC. In September 2016, the Company converted to a Delaware corporation and changed its name to Recursion Pharmaceuticals, Inc. Recursion is a biotechnology company that combines automation, artificial intelligence, machine learning, in vivo validation capabilities and a highly cross-functional team to discover novel medicines that expand our collective understanding of biology. Recursion’s rich, relatable database of biological images generated in-house on the Company’s robotics platform enables advanced machine learning approaches to reveal drug candidates, mechanisms of action, novel chemistry and potential toxicity with the eventual goal of decoding biology and advancing new therapeutics that radically improve people’s lives. As of September 30, 2022, the Company had an accumulated deficit of $582.1 million. The Company expects to incur substantial operating losses in future periods and will require additional capital to advance its drug candidates. The Company does not expect to generate significant revenue until the Company successfully completes significant drug development milestones with its subsidiaries or in collaboration with third parties, which the Company expects will take a number of years. In order to commercialize its drug candidates, the Company or its partners need to complete clinical development and comply with comprehensive regulatory requirements. The Company is subject to a number of risks and uncertainties similar to those of other companies of the same size within the biotechnology industry, such as the uncertainty of clinical trial outcomes, uncertainty of additional funding and a history of operating losses. The Company has funded its operations to date primarily through the issuance of convertible preferred stock and the issuance of Class A common stock in an Initial Public Offering (IPO), which was completed in April 2021 (see Note 8, “Common Stock” for additional details). Additionally, we have received payments of $180.0 million from our strategic partnerships. Recursion will likely be required to raise additional capital. As of September 30, 2022, the Company did not have any unconditional outstanding commitments for additional funding. See Note 14, “Subsequent Events” for details of a Stock Purchase Agreement for a private placement (the “Private Placement”) with certain qualified institutional buyers and institutional accredited investors that closed subsequent to September 30, 2022. If the Company is unable to access additional funds when needed, it may not be able to continue the development of its products or the Company could be required to delay, scale back or abandon some or all of its development programs and other operations. The Company’s ability to access capital when needed is not assured and, if not achieved on a timely basis, could materially harm its business, financial condition and results of operations. The Company believes that the Company’s existing cash and cash equivalents will be sufficient to fund the Company’s operating expenses and capital expenditures for at least the next 12 months. |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Basis of Presentation The unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC). Accordingly, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles in the United States (U.S. GAAP) have been condensed or omitted. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes for the year ended December 31, 2021. In April 2021, the Company completed a 1.5-for-1 forward stock split of common and convertible preferred stock. All shares presented within these condensed consolidated financial statements were adjusted to reflect the forward stock split for all periods presented. See Note 8, “Common Stock” for additional details. In April 2021 , the Company’s Board of Directors authorized two classes of common stock, Class A and Class B. Certain shares of Class A were exchanged for Class B on a one-for-one basis. The creation and issuance of the Class B common stock did not affect the loss per share for the Class A or Class B shares for any period. The Company presented the net loss per share amounts as if the authorization and exchange occurred as of the start of the 2021 reporting period. All share amounts presented prior to the authorization are referred to as Class A common stock. See Note 8, “Common Stock” for additional details. It is management’s opinion that these condensed consolidated financial statements include all normal and recurring adjustments necessary for a fair presentation of the Company’s financial statements. Revenue and net loss for any interim period are not necessarily indicative of future or annual results. Emerging Growth Company The Company is an emerging growth company (EGC), as defined by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act). The JOBS Act exempts EGCs from being required to comply with new or revised financial accounting standards until private companies are required to comply. Recursion has elected to use the extended transition period for new or revised financial accounting standards, although the Company may adopt certain new or revised accounting standards early. This may make comparisons of the Company’s financial statements with other public companies difficult because of the potential differences in accounting standards used. Recursion may remain an EGC until the earlier of (1) December 31, 2026; (2) December 31 of the year in which we (a) become a “large accelerated filer;” or (b) have annual gross revenues of $1.07 billion or more; or (3) the date on which we have issued more than $1.0 billion of non-convertible debt over a three-year period. The Company expects to be an EGC until December 31, 2022. Recent Accounting Pronouncements On January 1, 2022, Recursion adopted Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842). Under Topic 842, lessees are required to recognize a right-of-use asset and a lease liability on the balance sheet for all leases with terms greater than 12 months. The guidance also expanded the disclosure requirements of lease arrangements. The Company adopted Topic 842 using the modified retrospective method. Recursion elected the following practical expedients when assessing the transition impact: i) not to reassess whether any expired or existing contracts as of the adoption date are or contain leases; ii) not to reassess the lease classification for any expired or existing leases as of the adoption date; and iii) not to reassess initial direct costs for any existing leases as of the adoption date. |
Supplemental Financial Informat
Supplemental Financial Information | 9 Months Ended |
Sep. 30, 2022 | |
Supplemental Financial Information [Abstract] | |
Supplemental Financial Information | Supplemental Financial Information Property and Equipment September 30, December 31, (in thousands) 2022 2021 Lab equipment $ 42,692 $ 33,076 Leasehold improvements 14,175 13,936 Office equipment 20,005 20,005 Construction in progress 35,957 16,445 Property and equipment, gross 112,829 83,462 Less: Accumulated depreciation (27,052) (18,737) Property and equipment, net $ 85,777 $ 64,725 Depreciation expense on property and equipment was $2.9 million and $8.3 million during the three and nine months ended September 30, 2022, respectively, and $2.5 million and $6.3 million during the three and nine months ended September 30, 2021, respectively . The Company recorded an impairment of $2.8 million during the nine months ended September 30, 2022 related to a construction project for leasehold improvements as the Company no longer intended to use them. The impairment was recorded in “General and Administrative” in the Condensed Consolidated Statements of Operations. The construction in progress balance primarily relates to leasehold improvements under construction for several leased locations. Accrued Expenses and Other Liabilities September 30, December 31, (in thousands) 2022 2021 Accrued compensation $ 11,814 $ 11,738 Accrued development expenses 6,546 4,682 Accrued early discovery expenses 1,950 2,114 Accrued construction 1,889 4,665 Accrued professional fees 148 1,793 Accrued other expenses 4,410 7,341 Accrued expense and other liabilities $ 26,757 $ 32,333 Notes Payable In 2018, the Company borrowed $992 thousand, which was available as part of a lease agreement for use on tenant improvements. Under the terms of the lease, the note will be repaid over a 10-year period at an 8% interest rate. In September 2019, the Company entered into a lending agreement with Midcap Financial Trust (Midcap) and the other lenders party thereto (the Midcap loan agreement) for borrowing $11.9 million. In July 2021, the Company paid the balance due under the Midcap loan agreement. The total amount paid was $12.7 million . The Company recorded an early extinguishment loss of $996 thousand , which was included in “Other income (loss), net” on the Condensed Consolidated Statements of Operations. Interest Income (Expense), net Three months ended Nine months ended (in thousands) 2022 2021 2022 2021 Interest expense $ (13) $ (220) $ (42) $ (2,971) Interest income 1,833 50 2,572 94 Interest income (expense), net $ 1,820 $ (170) $ 2,530 $ (2,877) For the three and nine months ended September 30, 2022, interest income primarily related to the investment portfolio. See Note 4, “Investments” for additional details on the investment portfolio. For the three and nine months ended September 30, 2021, interest expense primarily related to changes in fair value of the Series A and B warrants (see Note 10, “Stock-based Compensation” for additional details on the warrants). The Company also had expenses for the Midcap loan and tenant improvement allowance notes. Interest expense was included in “Other income (loss), net” on the Condensed Consolidated Statements of Operations. |
Investments
Investments | 9 Months Ended |
Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | InvestmentsIn August 2021, the Company invested cash in an investment portfolio. The primary objectives of the investment portfolio are to preserve principal, maintain prudent levels of liquidity and obtain investment returns. Recursion’s investment policy limits investments to certain types of debt and money market instruments issued by institutions with investment-grade credit ratings and places restrictions on maturities and concentration by asset class and issuer. The following tables summarize the Company’s investment portfolio by type of security: September 30, 2022 (in thousands) Amortized Gross unrealized gains Gross unrealized losses Fair Money market funds $ 401,847 $ — $ — $ 401,847 Total $ 401,847 $ — $ — $ 401,847 December 31, 2021 (in thousands) Amortized Gross unrealized gains Gross unrealized losses Fair Money market funds $ 155,731 $ — $ — $ 155,731 U.S. government debt 19,960 — (33) 19,927 Corporate bonds 61,451 — (74) 61,377 Certificates of deposit 21,450 — (10) 21,440 Commercial paper 140,911 3 (12) 140,902 Total $ 399,503 $ 3 $ (129) $ 399,377 The following table summarizes the classification of the Company’s available-for-sale investments on the Condensed Consolidated Balance Sheets: (in thousands) September 30, 2022 December 31, 2021 Cash and cash equivalents $ 401,847 $ 167,931 Investments — 231,446 Total $ 401,847 $ 399,377 As of September 30, 2022, the Company did not have any available-for-sale investments outstanding. As of December 31, 2021, all of the Company’s available-for-sale investments mature in one year or less. T here were no significant realized or unrealized losses during the three and nine months ended September 30, 2022 and 2021 . |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | Leases The Company has entered into various long-term real estate leases primarily related to office, research and development and operating activities. The Company has elected to utilize the package of practical expedients under the transition guidance of Accounting Standards Codification (ASC) Topic 842, Leases , which allows Recursion to not reassess whether any existing contract contains a lease, the classification of any existing leases and initial direct costs for any existing leases. The Company’s leases have remaining terms from 1 to 10 years and some of those leases include options that provide Recursion with the ability to extend the lease term for five years. Such options are included in the lease term when it is reasonably certain that the option will be exercised. Certain leases include provisions for variable lease payments which are based on, but not limited to, maintenance, insurance, taxes and usage-based amounts. Recursion will recognize these costs as they are incurred. The Company has also elected to apply the practical expedient for short-term leases whereby Recursion does not recognize a lease liability and right-of-use asset for leases with a term of less than 12 months. The Company has also elected to not separate consideration in the contract between lease and non-lease components of a contract that contains a lease. Recursion classifies leases as operating or finance at the lease commencement date. All outstanding leases are operating leases. Certain leases have free rent periods or escalating rent payment provisions. The Company recognizes lease cost on a straight-line basis over the term of the lease. Lease liabilities and right-of-use assets are calculated and recognized at the lease commencement date based on the present value of minimum lease payments over the lease term. The incremental borrowing rate is equal to the rate of interest that Recursion would have to pay to borrow on a collateralized basis over a similar term in an amount equal to the lease payments in a similar economic environment. For operating leases that commenced prior to the Company’s adoption of Topic 842, Recursion measured the lease liabilities and right-of-use assets using the incremental borrowing rate as of January 1, 2022 . For the nine months ended September 30, 2022, Recursion entered into several lease modifications resulting in a decrease to the right-of-use assets and lease liabilities of $2.7 million and $2.8 million, respectively. The modifications resulted in an insignificant impact to the Condensed Consolidated Statements of Operations. In February 2021, the Company entered into a lease agreement for laboratory and office space with approximately 51,869 square feet (the “Industry Lease”). This lease was separated into multiple lease components based on the intended use of the portions of the space. The right of use asset is expected to begin in the first quarter of 2023. The Industry Lease term is five years with a five-year renewal option. The lease includes provisions for escalating rent payments and a tenant improvement allowance of up to $2.1 million. Total fixed lease payments are expected to be approximately $7.6 million with additional variable expenses, including building and amenity expenses. The Company did not control the space or any of the assets being constructed as of September 30, 2022 and therefore no right of use asset or lease liability was recorded on the Condensed Consolidated Balance Sheet as of September 30, 2022. In May 2022, the Company entered into a lease agreement for laboratory and office space in Toronto, Ontario with approximately 26,320 square feet (the “Toronto Lease”). This lease was separated into multiple lease components based on the intended use of the portions of the space. For some of those components, the right of use began May 2022 when the control of the assets were obtained. The right of use asset for the remaining lease component is expected to begin in the second quarter of 2023. The Toronto Lease terms for each component are ten years with a five-year renewal option. The Toronto Lease includes provisions for escalating rent payments and a tenant improvement allowance of up to $1.5 million. Total fixed payments are expected to be approximately $10.8 million with additional variable expenses, including building expenses. The components of the lease cost are as follows: (in thousands) Three months ended September 30, 2022 Nine months ended September 30, 2022 Operating lease cost $ 2,017 $ 5,801 Variable lease cost 102 772 Lease cost $ 2,119 $ 6,573 Lease term and discount rates as of September 30, 2022 were: (in thousands) Operating leases Weighted-average remaining lease term (years) 7.8 Weighted-average discount rate 7.3 % Maturities of operating lease liabilities as of September 30, 2022 were: (in thousands) Operating leases Remainder of 2022 $ 2,168 2023 9,490 2024 8,428 2025 8,612 2026 8,863 Thereafter 32,963 Total lease payments 70,524 Less: imputed interest (18,990) Present value of lease liabilities $ 51,534 Prior to adoption of ASC 842, future minimum lease payments as of December 31, 2021, as disclosed in our 2021 Annual Report, were: (in thousands) Amount 2022 $ 3,977 2023 7,053 2024 7,325 2025 7,513 2026 7,739 Thereafter 26,448 Total minimum payments $ 60,055 Total rent expense was $1.7 million and $4.4 million during the three and nine months ended September 30, 2021, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill There were no changes to the carrying amount of goodwill during the three and nine months ended September 30, 2022 and 2021. No goodwill impairment was recorded during the three and nine months ended September 30, 2022 and 2021. Intangible Assets, Net The following table summarizes intangible assets: September 30, 2022 December 31, 2021 (in thousands) Gross carrying amount Accumulated Amortization Net carrying amount Gross carrying amount Accumulated Amortization Net carrying amount Definite-lived intangible asset $ 1,211 $ (658) $ 553 $ 911 $ (430) $ 481 Indefinite-lived intangible asset 904 — 904 904 — 904 Intangible assets, net $ 2,115 $ (658) $ 1,457 $ 1,815 $ (430) $ 1,385 Amortization expense was $76 thousand and $228 thousand during the three and nine months ended September 30, 2022 and 2021, respectively. Amortization expense was included in research and development in the Condensed Consolidated Statements of Operations. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Contract Obligations In the normal course of business, the Company enters into contracts with clinical research organizations, drug manufacturers and other vendors for preclinical and clinical research studies, research and development supplies and other services and products for operating purposes. These contracts generally provide for termination on notice and are cancellable contracts. Indemnification The Company has agreed to indemnify its officers and directors for certain events or occurrences, while the officer or director is or was serving at the Company’s request in such capacity. The Company purchases directors and officers liability insurance coverage that provides for reimbursement to the Company for covered obligations. This is intended to limit the Company’s exposure and enable it to recover a portion of any amounts it pays under its indemnification obligations. The Company had no liabilities recorded for these agreements as of September 30, 2022 and December 31, 2021, as no amounts are probable or estimable. Employee Agreements The Company has signed employment agreements with certain key employees pursuant to which, if their employment is terminated following a change of control of the Company, the employees are entitled to receive certain benefits, including accelerated vesting of equity incentives. Legal Matters |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Common Stock | Common Stock Each share of Class A common stock entitles the holder to one vote per share and each share of Class B common stock entitles the holder to 10 votes per share on all matters submitted to a vote of the Company’s stockholders. Common stockholders are entitled to receive dividends, as may be declared by the Company’s Board of Directors. As of September 30, 2022 and December 31, 2021, no dividends had been declared. Initial Public Offering On April 20, 2021, the Company closed its IPO and issued 27,878,787 shares of its Class A common stock at a price of $18.00 per share for net proceeds of $462.4 million, after deducting underwriting discounts and commissions of $35.1 million and other offering costs of $4.3 million. In connection with the IPO, all shares of convertible preferred stock converted into 115,598,018 shares of Class A common stock. Stock Split In April 2021 , the Board of Directors approved a 1.5-for-1 forward stock split of the Company’s common and convertible preferred stock. Each shareholder of record on April 9, 2021 received 1.5 shares for each then-held share. The split proportionally increased the authorized shares and did not change the par values of the Company’s stock. The split affected all stockholders uniformly and did not affect any stockholder's ownership percentage of the Company's shares of common stock. All shares and per share amounts presented within these Condensed Consolidated Financial Statements were adjusted to reflect the forward stock split for all periods presented. Class A and B Common Shares Authorization In April 2021 , the Company’s Board of Directors authorized two classes of common stock, Class A and Class B. The rights of the holders of Class A and B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to 10 votes per share and is convertible at any time into one share of Class A common stock. All Class B common stock is held by Christopher Gibson, Ph.D., the Company’s Chief Executive Officer (CEO), or his affiliates. As of September 30, 2022, Dr. Gibson and his affiliates held outstanding shares of Class B common stock representing approximately 32% of the voting power of the Company’s outstanding shares. This voting power may increase over time as Dr. Gibson vests in and exercises equity awards outstanding. If all the exchangeable equity awards held by Dr. Gibson had been fully vested, exercised and exchanged for shares of Class B common stock as of September 30, 2022, Dr. Gibson and his affiliates would hold approximately 35% of the voting power of the Company’s outstanding shares. As a result, Dr. Gibson will be able to significantly influence any action requiring the approval of Recursion stockholders, including the election of the Board of Directors; the adoption of amendments to the Company’s certificate of incorporation and bylaws; and the approval of any merger, consolidation, sale of all or substantially all of the Company’s assets, or other major corporate transaction. |
Collaborative Development Contr
Collaborative Development Contracts | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Collaborative Development Contracts | Collaborative Development Contracts Roche and Genentech Description In December 2021, Recursion entered into a collaboration and license agreement with Roche and Genentech (collectively referred to as Roche). Recursion is constructing, using the Company’s imaging technology and proprietary machine-learning algorithms, unique maps of the inferred relationships amongst perturbation phenotypes in a given cellular context with the goal to discover and develop therapeutic small molecule programs in a gastrointestinal cancer indication and in key areas of neuroscience. Roche and Recursion will collaborate to select certain novel inferences with respect to small molecules or targets generated from the Phenomaps for further validation and optimization as collaboration programs. Roche and Recursion may also combine sequencing datasets from Roche with Recursion’s Phenomaps and collaborate to generate new algorithms to produce multi-modal maps from which additional collaboration programs may be initiated. For every collaboration program that successfully identifies potential therapeutic small molecules or validates a target, Roche will have an option to obtain an exclusive license to develop and commercialize such potential therapeutic small molecules or to exploit such target in the applicable exclusive field. Pricing In January 2022, Recursion received a $150.0 million non-refundable upfront payment from the Company’s collaboration with Roche. Recursion is eligible for additional milestone payments based on performance progress of the collaboration. Each of the Phenomaps requested by Roche and created by Recursion may be subject to either an initiation fee, acceptance fee or both. Such fees could exceed $250.0 million for 16 accepted Phenomaps. In addition, for a period of time after Roche’s acceptance of certain Phenomaps, Roche will have the option to obtain, subject to payment of an exercise fee, rights to use outside the collaboration the raw images generated in the course of creating those Phenomaps. If Roche exercises its external use option for all 12 eligible Phenomaps, Roche’s associated exercise fee payments to Recursion could exceed $250.0 million. Under the collaboration, Roche may initiate up to 40 programs, each of which, if successfully developed and commercialized, could yield more than $300.0 million in development, commercialization and net revenue milestones for Recursion, as well as tiered royalties on net revenue. Accounting This agreement represents a transaction with a customer and therefore will be accounted for in accordance with ASC 606. Recursion has determined that it has three performance obligations, one related to gastrointestinal cancer and two in neuroscience. These performance obligations are for performing research and development services for Roche to identify targets and medicines. The performance obligations also include potential licenses related to the intellectual property. The Company concluded that licenses within the contract are not distinct from the research and development services as they are interrelated due to the fact that the research and development services significantly impact the potential licenses. Any additional services are considered customer options and will be considered as separate contracts for accounting purposes. The Company has determined the transaction price to be $150.0 million, comprised of the upfront payment. Recursion will fully constrain the amounts of variable consideration to be received from potential milestones considering the stage of development and the risks associated with the remaining development required to achieve each milestone. Recursion will re-evaluate the transaction price each reporting period. The transaction price was allocated to the performance obligations based on the estimated relative stand-alone selling price of each performance obligation as determined using an expected cost plus margin approach. The Company recognizes revenue over time based on costs incurred relative to total expected costs to perform the research and development services. Recursion determined that this method provides a faithful depiction of the transfer of control to the customer. This method of recognizing revenue requires the Company to make estimates of total costs to provide the services required under the performance obligations. Significant inputs used to determine the total costs included the length of time required, service hours performed by Company employees and materials costs. A significant change in these estimates could have a material effect on the timing and amount of revenue recognized in future periods. Recursion has estimated the completion of the performance obligations by 2025. Bayer AG Description In August 2020, the Company entered into a Research Collaboration and Option Agreement (the Bayer Agreement) with Bayer AG (Bayer) for a five-year term pursuant to which the Company and Bayer may initiate approximately 10 research projects related to fibrosis across multiple organ systems, including the lung, liver and heart. Under the agreement, the Company contributed compounds from its proprietary library and Bayer contributed compounds from its proprietary library and will contribute scientific expertise throughout the collaboration. Under each research project, the Company will work with Bayer to identify potential candidates for development. Under the agreement, Bayer has the first option for licenses to potential candidates. Pricing In October 2020, the Company received a $30.0 million non-refundable upfront payment. Each such license could potentially result in option exercise fees and development and commercial milestone payments payable to the Company, with an aggregate value of up to approximately $100.0 million (for an option on a lead series) or up to approximately $120.0 million (for an option on a development candidate), as well as tiered royalties for each such license, ranging from low- to mid-single digit percentages of sales, depending on commercial success. Accounting The Company determined that it has one performance obligation under the agreement, which is to perform research and development services for Bayer. Recursion determined the transaction price to be $30.0 million, comprised of the upfront payment. The Company allocated the amount to the single performance obligation. The Company is recognizing revenue over time by measuring progress towards completion of the performance obligation. This method of recognizing revenue requires the Company to make estimates of the total time to provide the services required under the performance obligation. A significant change in these estimates could have a material effect on the timing and amount of revenue recognized in future periods. For the nine months ended September 30, 2021, cost of revenue for this agreement was insignificant and was included within “Research and development” in the Condensed Consolidated Statement of Operations. Recursion has estimated the completion of the performance obligation by 2023. Additional Revenue Disclosures Recursion recognized $13.1 million and $26.0 million of operating revenue during the three and nine months ended September 30, 2022, respectively, of which $2.5 million and $7.5 million were included in the unearned revenue balance as of December 31, 2021. All revenue recognized during the three and nine months ended September 30, 2021 was included in the unearned revenue balance as of December 31, 2020. Revenue recognized was from upfront payments received at the inception of the related contracts, which decreased the initial unearned revenue recognized. Unearned revenue of $150.0 million was recorded on the Condensed Consolidated Balance Sheet during the nine months ended September 30, 2022 related to the upfront payment from the Roche collaboration. As of September 30, 2022, the Company had $6.5 million of costs incurred to fulfill a contract on its Condensed Consolidated Balance Sheet within “Other current assets.” |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation In April 2021, the Board of Directors and the stockholders of the Company adopted the 2021 Equity Incentive Plan (the 2021 Plan). Under the 2021 Plan, 16,186,000 shares of Class A common stock were reserved. Additionally, shares were reserved for all outstanding awards under the previous 2016 Plan. The Company may grant stock options, restricted stock units (RSUs), stock appreciation rights, restricted stock awards and other forms of stock-based compensation. As of September 30, 2022, 15,161,662 shares of Class A common stock were available for grant. The following table presents the classification of stock-based compensation expense for stock options and RSUs for employees and non-employees within the Condensed Consolidated Statements of Operations: Three months ended Nine months ended (in thousands) 2022 2021 2022 2021 Cost of revenue $ 732 $ — $ 1,560 $ — Research and development 3,674 1,305 7,404 3,000 General and administrative 4,247 1,791 10,534 6,771 Total $ 8,653 $ 3,096 $ 19,498 $ 9,771 Stock Options Stock options generally vest over four years and expire no later than 10 years from the date of grant. The following table summarizes Recursion’s stock option activity during the nine months ended September 30, 2022: (in thousands except share data) Shares Weighted-average exercise price Weighted-average remaining contractual life (in years) Aggregate intrinsic value Outstanding as of December 31, 2021 19,191,714 $ 3.78 8.1 $ 260,867 Granted 2,483,336 11.10 Cancelled (1,435,146) 5.63 Exercised (3,063,033) 1.79 21,904 Outstanding as of September 30, 2022 17,176,871 $ 5.04 7.7 $ 113,301 Exercisable as of September 30, 2022 8,769,773 $ 3.36 6.9 $ 69,776 The fair value of options granted to employees is calculated on the grant date using the Black-Scholes option valuation model. The weighted-average grant-date fair values of stock options granted during the nine months ended September 30, 2022 and 2021 were $6.57 and $6.41, respectively. The following weighted-average assumptions were used to calculate the grant-date fair value of stock options: Nine months ended September 30, 2022 2021 Expected term (in years) 6.2 6.2 Expected volatility 63 % 66 % Expected dividend yield — — Risk-free interest rate 1.9 % 1.0 % As of September 30, 2022, $32.8 million of unrecognized compensation cost related to stock options is expected to be recognized as expense over approximately the next three years. RSUs In April 2021, Recursion redesigned certain aspects of its long-term incentive program. As a result, equity awards granted to employees since the redesign generally consist of a combination of stock options and RSUs. RSUs awarded to employees pursuant to the 2021 Plan generally vest over four years. The weighted-average grant-date fair value of RSUs generally is determined based on the number of units granted and the quoted price of Recursion’s common stock on the date of grant. The following table summarizes Recursion’s RSU activity during the nine months ended September 30, 2022: Stock units Weighted-average grant date fair value Outstanding as of December 31, 2021 478,136 $ 23.40 Granted 7,300,841 7.22 Vested (476,567) 6.74 Forfeited (323,970) 9.35 Outstanding as of September 30, 2022 6,978,440 $ 8.13 The fair market value of RSUs vested was $5.6 million during the nine months ended September 30, 2022. As of September 30, 2022, $51.2 million of unrecognized compensation cost related to RSUs is expected to be recognized as expense over approximately the next four years. Warrants In December 2016, the Company issued fully vested warrants to purchase 84,486 shares of Series A Preferred Stock (First Series A warrant) at a purchase price of $0.71 per share. In May 2017, the Company drew on additional borrowing capacity, which required the Company to issue additional fully vested warrants to purchase for 28,161 shares of Series A Preferred Stock at a purchase price of $0.71 per share (Second Series A warrant and together with the First Series A warrant, the Series A warrants). These Series A warrants were exercised in April 2021. In July 2018, the Company drew on additional borrowing capacity pursuant to an amended agreement. This required the Company to issue fully vested warrants to purchase 25,762 shares of Series B Preferred Stock (Series B warrants) at a purchase price of $2.79 per share. These Series B warrants were exercised in April 2021. The FASB has issued accounting guidance on the classification of freestanding warrants and other similar instruments for shares that are redeemable (either puttable or mandatorily redeemable). The guidance requires liability classification for certain warrants that are exercisable into convertible preferred stock. The initial fair values of the Series A and B warrants were recorded as debt issuance costs, which resulted in a reduction in the carrying value of the debt and subsequent accretion. The Company remeasured the Series A and B warrants on each Condensed Consolidated Balance Sheet date. The change in valuation was recorded in the Condensed Consolidated Statements of Operations in “Other income (loss), net.” The liability was recorded to equity upon the exercise of the Series A and B warrants. The following is a summary of the changes in the Company’s Series A and B warrant liability balance during the nine months ended September 30, 2021: (in thousands) Balance as of December 31, 2020 $ 125 Increase in fair value of warrants 2,215 Recorded in equity upon exercise (2,340) Balance as of September 30, 2021 $ — |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company did not record any income tax expense during the three and nine months ended September 30, 2022 and 2021. The Company has historically incurred operating losses and maintains a full valuation allowance against its net deferred tax assets. Foreign taxes were insignificant during the three and nine months ended September 30, 2022 and 2021. Net operating losses (NOLs) and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service (“IRS”) and may become subject to annual limitation due to ownership changes that have occurred previously or that could occur in the future under Section 382 of the Internal Revenue Code, as amended and similar state provisions. 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 shareholders 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 the 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. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share For the three and nine months ended September 30, 2022 and 2021, Recursion calculated net loss per share of Class A and Class B common stock using the two-class method. Basic net loss per share is computed using the weighted-average number of shares outstanding during the period. Diluted net loss per share is computed using the weighted-average number of shares and the effect of potentially dilutive securities outstanding during the period. Potentially dilutive securities consist of stock options, RSUs and other contingently issuable shares. For periods presented in which the Company reports a net loss, all potentially dilutive shares are anti-dilutive and as such are excluded from the calculation. For the three and nine months ended September 30, 2022 and 2021 , the Company reported a net loss and therefore basic and diluted loss per share are the same. The rights, including the liquidation and dividend rights, of the holders of the Company’s Class A and Class B common stock are identical, except with respect to voting. As a result, the undistributed earnings for each period are allocated based on the contractual participation rights of the Class A and Class B common shares as if the earnings for the period had been distributed. As the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis and the resulting amount per share for Class A and Class B common stock was the same during the three and nine months ended September 30, 2022 and 2021. The following tables set forth the computation of basic and diluted net loss per share of Class A and Class B common stock: Three months ended Nine months ended September 30, 2022 September 30, 2022 (in thousands, except share amount) Class A Class B Class A Class B Numerator: Allocation of undistributed earnings $ (57,685) $ (2,759) $ (173,167) $ (8,817) Denominator: Weighted average common shares outstanding 165,518,152 7,917,818 163,783,626 8,339,348 Net loss per share, basic and diluted $ (0.35) $ (0.35) $ (1.06) $ (1.06) Three months ended Nine months ended September 30, 2021 September 30, 2021 (in thousands, except share amounts ) Class A Class B Class A Class B Numerator: Allocation of undistributed earnings $ (44,763) $ (2,664) $ (111,133) $ (10,413) Denominator: Weighted average common shares outstanding 159,065,667 9,467,883 101,045,348 9,467,883 Net loss per share, basic and diluted $ (0.28) $ (0.28) $ (1.10) $ (1.10) The Company excluded the following potential common shares from the computation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Convertible preferred stock — — — 46,324,206 Stock based compensation 12,570,320 16,801,940 10,849,853 15,511,538 Warrants — 163,958 — 180,479 Total 12,570,320 16,965,898 10,849,853 62,016,223 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The fair value hierarchy consists of the following three levels: • Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets that the company has the ability to access; • Level 2 — Valuations based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuations in which all significant inputs are observable in the market; and • Level 3 — Valuations using significant inputs that are unobservable in the market and include the use of judgment by the company's management about the assumptions market participants would use in pricing the asset or liability. The Company is required to maintain a cash balance in a collateralized account to secure the Company’s credit cards. Additionally, the Company holds restricted cash related to an outstanding letter of credit issued by J.P. Morgan, which was obtained to secure certain Company obligations relating to tenant improvements. The following tables summarize the Company’s assets and liabilities that are measured at fair value on a recurring basis: Basis of fair value measurement (in thousands) September 30, 2022 Level 1 Level 2 Level 3 Assets Cash equivalents: Money market funds $ 401,847 $ 401,847 $ — $ — Restricted cash 10,244 10,244 — — Total assets $ 412,091 $ 412,091 $ — $ — Basis of fair value measurement (in thousands) December 31, 2021 Level 1 Level 2 Level 3 Assets Cash equivalents: Money market funds $ 155,731 $ 155,731 $ — $ — Commercial paper 12,000 — 12,000 — Corporate bonds 200 — 200 — Restricted cash 10,233 10,233 — — Investments: U.S. government debt 19,927 — 19,927 — Corporate bonds 61,177 — 61,177 — Certificates of deposit 21,440 — 21,440 — Commercial paper 128,902 — 128,902 — Total assets $ 409,610 $ 165,964 $ 243,646 $ — In addition to the financial instruments that are recognized at fair value on the Condensed Consolidated Balance Sheet, the Company has certain financial instruments that are recognized at amortized cost or some basis other than fair value. The carrying amount of these instruments are considered to be representative of their approximate fair values. The following tables summarize the Company’s financial instruments that are not measured at fair value: Book values Fair values (in thousands) September 30, 2022 December 31, 2021 September 30, 2022 December 31, 2021 Liabilities Current portion of notes payable $ 95 $ 90 $ 95 $ 90 Notes payable, net of current portion 561 633 561 633 Total liabilities $ 656 $ 723 $ 656 $ 723 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsOn October 27, 2022, Recursion closed on a Stock Purchase Agreement for a Private Placement with certain qualified institutional buyers and institutional accredited investors, pursuant to which the Company sold an aggregate of 15,336,734 shares of the Company’s Class A shares at a purchase price of $9.80 per share for gross proceeds of approximately $150.3 million, before deducting placement agent fees and other expenses. As of the time of the closing of the Private Placement, the shares issued were not registered under the Securities Act of 1933, as amended. In connection with the Private Placement, the Company and the purchasers entered into a Registration Rights Agreement providing for the registration for resale of the shares. On October 28, 2022, Recursion filed a prospectus supplement, registering the shares issued in the Private Placement for resale. The Company has agreed to use commercially reasonable efforts to keep the registration statement continuously effective until such date that all Registrable Securities (as such term is defined in the Registration Rights Agreement) covered by the registration statement or prospectus supplement have been sold. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of PresentationThe unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC). Accordingly, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles in the United States (U.S. GAAP) have been condensed or omitted. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes for the year ended December 31, 2021. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements On January 1, 2022, Recursion adopted Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842). Under Topic 842, lessees are required to recognize a right-of-use asset and a lease liability on the balance sheet for all leases with terms greater than 12 months. The guidance also expanded the disclosure requirements of lease arrangements. The Company adopted Topic 842 using the modified retrospective method. Recursion elected the following practical expedients when assessing the transition impact: i) not to reassess whether any expired or existing contracts as of the adoption date are or contain leases; ii) not to reassess the lease classification for any expired or existing leases as of the adoption date; and iii) not to reassess initial direct costs for any existing leases as of the adoption date. |
Supplemental Financial Inform_2
Supplemental Financial Information (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Supplemental Financial Information [Abstract] | |
Schedule of Property and Equipment | Property and Equipment September 30, December 31, (in thousands) 2022 2021 Lab equipment $ 42,692 $ 33,076 Leasehold improvements 14,175 13,936 Office equipment 20,005 20,005 Construction in progress 35,957 16,445 Property and equipment, gross 112,829 83,462 Less: Accumulated depreciation (27,052) (18,737) Property and equipment, net $ 85,777 $ 64,725 |
Schedule of Accrued Expenses and Other Liabilities | Accrued Expenses and Other Liabilities September 30, December 31, (in thousands) 2022 2021 Accrued compensation $ 11,814 $ 11,738 Accrued development expenses 6,546 4,682 Accrued early discovery expenses 1,950 2,114 Accrued construction 1,889 4,665 Accrued professional fees 148 1,793 Accrued other expenses 4,410 7,341 Accrued expense and other liabilities $ 26,757 $ 32,333 |
Interest Income and Expense Disclosure | Interest Income (Expense), net Three months ended Nine months ended (in thousands) 2022 2021 2022 2021 Interest expense $ (13) $ (220) $ (42) $ (2,971) Interest income 1,833 50 2,572 94 Interest income (expense), net $ 1,820 $ (170) $ 2,530 $ (2,877) |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Available-for-Sale Investments by Type of Security | The following tables summarize the Company’s investment portfolio by type of security: September 30, 2022 (in thousands) Amortized Gross unrealized gains Gross unrealized losses Fair Money market funds $ 401,847 $ — $ — $ 401,847 Total $ 401,847 $ — $ — $ 401,847 December 31, 2021 (in thousands) Amortized Gross unrealized gains Gross unrealized losses Fair Money market funds $ 155,731 $ — $ — $ 155,731 U.S. government debt 19,960 — (33) 19,927 Corporate bonds 61,451 — (74) 61,377 Certificates of deposit 21,450 — (10) 21,440 Commercial paper 140,911 3 (12) 140,902 Total $ 399,503 $ 3 $ (129) $ 399,377 |
Schedule of Available -for-Sale Investments by Balance Sheet Classification | The following table summarizes the classification of the Company’s available-for-sale investments on the Condensed Consolidated Balance Sheets: (in thousands) September 30, 2022 December 31, 2021 Cash and cash equivalents $ 401,847 $ 167,931 Investments — 231,446 Total $ 401,847 $ 399,377 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Components of Lease Cost, Supplemental Cash Flow Information Related to Leases, Lease Term and Discount Rates | The components of the lease cost are as follows: (in thousands) Three months ended September 30, 2022 Nine months ended September 30, 2022 Operating lease cost $ 2,017 $ 5,801 Variable lease cost 102 772 Lease cost $ 2,119 $ 6,573 Lease term and discount rates as of September 30, 2022 were: (in thousands) Operating leases Weighted-average remaining lease term (years) 7.8 Weighted-average discount rate 7.3 % |
Maturities of Operating Lease Liabilities | Maturities of operating lease liabilities as of September 30, 2022 were: (in thousands) Operating leases Remainder of 2022 $ 2,168 2023 9,490 2024 8,428 2025 8,612 2026 8,863 Thereafter 32,963 Total lease payments 70,524 Less: imputed interest (18,990) Present value of lease liabilities $ 51,534 |
Future Minimum Payments Prior to ASC 842 Adoption | Prior to adoption of ASC 842, future minimum lease payments as of December 31, 2021, as disclosed in our 2021 Annual Report, were: (in thousands) Amount 2022 $ 3,977 2023 7,053 2024 7,325 2025 7,513 2026 7,739 Thereafter 26,448 Total minimum payments $ 60,055 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The following table summarizes intangible assets: September 30, 2022 December 31, 2021 (in thousands) Gross carrying amount Accumulated Amortization Net carrying amount Gross carrying amount Accumulated Amortization Net carrying amount Definite-lived intangible asset $ 1,211 $ (658) $ 553 $ 911 $ (430) $ 481 Indefinite-lived intangible asset 904 — 904 904 — 904 Intangible assets, net $ 2,115 $ (658) $ 1,457 $ 1,815 $ (430) $ 1,385 |
Schedule of Indefinite-Lived Intangible Assets | The following table summarizes intangible assets: September 30, 2022 December 31, 2021 (in thousands) Gross carrying amount Accumulated Amortization Net carrying amount Gross carrying amount Accumulated Amortization Net carrying amount Definite-lived intangible asset $ 1,211 $ (658) $ 553 $ 911 $ (430) $ 481 Indefinite-lived intangible asset 904 — 904 904 — 904 Intangible assets, net $ 2,115 $ (658) $ 1,457 $ 1,815 $ (430) $ 1,385 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock-based Compensation Expenses | The following table presents the classification of stock-based compensation expense for stock options and RSUs for employees and non-employees within the Condensed Consolidated Statements of Operations: Three months ended Nine months ended (in thousands) 2022 2021 2022 2021 Cost of revenue $ 732 $ — $ 1,560 $ — Research and development 3,674 1,305 7,404 3,000 General and administrative 4,247 1,791 10,534 6,771 Total $ 8,653 $ 3,096 $ 19,498 $ 9,771 |
Schedule of Share-based Payment Arrangement, Option, Activity | The following table summarizes Recursion’s stock option activity during the nine months ended September 30, 2022: (in thousands except share data) Shares Weighted-average exercise price Weighted-average remaining contractual life (in years) Aggregate intrinsic value Outstanding as of December 31, 2021 19,191,714 $ 3.78 8.1 $ 260,867 Granted 2,483,336 11.10 Cancelled (1,435,146) 5.63 Exercised (3,063,033) 1.79 21,904 Outstanding as of September 30, 2022 17,176,871 $ 5.04 7.7 $ 113,301 Exercisable as of September 30, 2022 8,769,773 $ 3.36 6.9 $ 69,776 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The following weighted-average assumptions were used to calculate the grant-date fair value of stock options: Nine months ended September 30, 2022 2021 Expected term (in years) 6.2 6.2 Expected volatility 63 % 66 % Expected dividend yield — — Risk-free interest rate 1.9 % 1.0 % |
Schedule of Nonvested RSU Activity | The following table summarizes Recursion’s RSU activity during the nine months ended September 30, 2022: Stock units Weighted-average grant date fair value Outstanding as of December 31, 2021 478,136 $ 23.40 Granted 7,300,841 7.22 Vested (476,567) 6.74 Forfeited (323,970) 9.35 Outstanding as of September 30, 2022 6,978,440 $ 8.13 |
Summary Of Changes In Company's Warrant Liability | The following is a summary of the changes in the Company’s Series A and B warrant liability balance during the nine months ended September 30, 2021: (in thousands) Balance as of December 31, 2020 $ 125 Increase in fair value of warrants 2,215 Recorded in equity upon exercise (2,340) Balance as of September 30, 2021 $ — |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss per Share | The following tables set forth the computation of basic and diluted net loss per share of Class A and Class B common stock: Three months ended Nine months ended September 30, 2022 September 30, 2022 (in thousands, except share amount) Class A Class B Class A Class B Numerator: Allocation of undistributed earnings $ (57,685) $ (2,759) $ (173,167) $ (8,817) Denominator: Weighted average common shares outstanding 165,518,152 7,917,818 163,783,626 8,339,348 Net loss per share, basic and diluted $ (0.35) $ (0.35) $ (1.06) $ (1.06) Three months ended Nine months ended September 30, 2021 September 30, 2021 (in thousands, except share amounts ) Class A Class B Class A Class B Numerator: Allocation of undistributed earnings $ (44,763) $ (2,664) $ (111,133) $ (10,413) Denominator: Weighted average common shares outstanding 159,065,667 9,467,883 101,045,348 9,467,883 Net loss per share, basic and diluted $ (0.28) $ (0.28) $ (1.10) $ (1.10) |
Schedule of Antidilutive Securities Excluded from Computation of Net Loss Per Share | The Company excluded the following potential common shares from the computation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Convertible preferred stock — — — 46,324,206 Stock based compensation 12,570,320 16,801,940 10,849,853 15,511,538 Warrants — 163,958 — 180,479 Total 12,570,320 16,965,898 10,849,853 62,016,223 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following tables summarize the Company’s assets and liabilities that are measured at fair value on a recurring basis: Basis of fair value measurement (in thousands) September 30, 2022 Level 1 Level 2 Level 3 Assets Cash equivalents: Money market funds $ 401,847 $ 401,847 $ — $ — Restricted cash 10,244 10,244 — — Total assets $ 412,091 $ 412,091 $ — $ — Basis of fair value measurement (in thousands) December 31, 2021 Level 1 Level 2 Level 3 Assets Cash equivalents: Money market funds $ 155,731 $ 155,731 $ — $ — Commercial paper 12,000 — 12,000 — Corporate bonds 200 — 200 — Restricted cash 10,233 10,233 — — Investments: U.S. government debt 19,927 — 19,927 — Corporate bonds 61,177 — 61,177 — Certificates of deposit 21,440 — 21,440 — Commercial paper 128,902 — 128,902 — Total assets $ 409,610 $ 165,964 $ 243,646 $ — |
Fair Value Disclosure of Asset and Liability Not Measured at Fair Value | The following tables summarize the Company’s financial instruments that are not measured at fair value: Book values Fair values (in thousands) September 30, 2022 December 31, 2021 September 30, 2022 December 31, 2021 Liabilities Current portion of notes payable $ 95 $ 90 $ 95 $ 90 Notes payable, net of current portion 561 633 561 633 Total liabilities $ 656 $ 723 $ 656 $ 723 |
Description of the Business (De
Description of the Business (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 582,064 | $ 400,080 |
Proceeds received from strategic partnerships amount | $ 180,000 |
Basis of Presentation (Details)
Basis of Presentation (Details) $ in Thousands | 1 Months Ended | ||||
Apr. 09, 2021 | Apr. 30, 2021 | Sep. 30, 2022 USD ($) | Jan. 01, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Class of Stock [Line Items] | |||||
Stock split, conversion ratio | 1.5 | 1.5 | |||
Operating lease right-of-use assets | $ 33,726 | $ 32,900 | $ 0 | ||
Present value of lease liabilities | $ 51,534 | $ 47,800 | |||
Common Stock (Class A and B) | |||||
Class of Stock [Line Items] | |||||
Stock split, conversion ratio | 1 |
Supplemental Financial Inform_3
Supplemental Financial Information - PPE (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 112,829 | $ 83,462 |
Less: Accumulated depreciation | (27,052) | (18,737) |
Property and equipment, net | 85,777 | 64,725 |
Lab equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 42,692 | 33,076 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 14,175 | 13,936 |
Office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 20,005 | 20,005 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 35,957 | $ 16,445 |
Supplemental Financial Inform_4
Supplemental Financial Information - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jul. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2018 | Sep. 30, 2019 | |
Property, Plant and Equipment [Line Items] | |||||||
Depreciation | $ 2,900 | $ 2,500 | $ 8,300 | $ 6,300 | |||
Impairment of leasehold improvements | 2,800 | ||||||
Loss on extinguishment of debt | $ 0 | $ 827 | |||||
Station 41 lease | Notes payable | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Proceeds from issuance of long-term debt | $ 992 | ||||||
Debt instrument, term | 10 years | ||||||
Debt Instrument, interest rate | 8% | ||||||
Midcap loan agreement, tranche 1 | Line of credit | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Maximum borrowing capacity | $ 11,900 | ||||||
Repayments of debt | $ 12,700 | ||||||
Midcap loan agreement | Line of credit | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Loss on extinguishment of debt | $ 996 |
Supplemental Financial Inform_5
Supplemental Financial Information - Accruals (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Supplemental Financial Information [Abstract] | ||
Accrued compensation | $ 11,814 | $ 11,738 |
Accrued development expenses | 6,546 | 4,682 |
Accrued early discovery expenses | 1,950 | 2,114 |
Accrued construction | 1,889 | 4,665 |
Accrued professional fees | 148 | 1,793 |
Accrued other expenses | 4,410 | 7,341 |
Accrued expenses and other liabilities | $ 26,757 | $ 32,333 |
Supplemental Financial Inform_6
Supplemental Financial Information - Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Supplemental Financial Information [Abstract] | ||||
Interest expense | $ (13) | $ (220) | $ (42) | $ (2,971) |
Interest income | 1,833 | 50 | 2,572 | 94 |
Interest income (expense), net | $ 1,820 | $ (170) | $ 2,530 | $ (2,877) |
Investments - Type of Security
Investments - Type of Security (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized cost | $ 401,847 | $ 399,503 |
Gross unrealized gains | 0 | 3 |
Gross unrealized losses | 0 | (129) |
Fair values | 401,847 | 399,377 |
Money market funds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized cost | 401,847 | 155,731 |
Gross unrealized gains | 0 | 0 |
Gross unrealized losses | 0 | 0 |
Fair values | $ 401,847 | 155,731 |
U.S. government debt | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized cost | 19,960 | |
Gross unrealized gains | 0 | |
Gross unrealized losses | (33) | |
Fair values | 19,927 | |
Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized cost | 61,451 | |
Gross unrealized gains | 0 | |
Gross unrealized losses | (74) | |
Fair values | 61,377 | |
Certificates of deposit | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized cost | 21,450 | |
Gross unrealized gains | 0 | |
Gross unrealized losses | (10) | |
Fair values | 21,440 | |
Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized cost | 140,911 | |
Gross unrealized gains | 3 | |
Gross unrealized losses | (12) | |
Fair values | $ 140,902 |
Investments - Balance Sheet Cla
Investments - Balance Sheet Classification (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-sale [Line Items] | ||
Available for sale investments | $ 401,847 | $ 399,377 |
Cash and cash equivalents | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available for sale investments | 401,847 | 167,931 |
Investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available for sale investments | $ 0 | $ 231,446 |
Leases - Narrative (Details)
Leases - Narrative (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
May 31, 2022 USD ($) ft² | Feb. 28, 2021 USD ($) ft² | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Jan. 01, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Lessee, Lease, Description [Line Items] | |||||||
Operating lease, renewal term | 5 years | ||||||
Decrease in operating lease right-of-use assets | $ 2,700,000 | ||||||
Decrease in operating lease liabilities | 2,800,000 | ||||||
Operating lease right-of-use assets | 33,726,000 | $ 32,900,000 | $ 0 | ||||
Operating lease liability | 51,534,000 | $ 47,800,000 | |||||
Rent expense | $ 1,700,000 | $ 4,400,000 | |||||
Industry lease | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Operating lease, renewal term | 5 years | ||||||
Square footage of leased space (in square feet) | ft² | 51,869 | ||||||
Lease term | 5 years | ||||||
Tenant improvement allowance | $ 2,100,000 | ||||||
Expected fixed lease payments | $ 7,600,000 | ||||||
Operating lease right-of-use assets | 0 | ||||||
Operating lease liability | $ 0 | ||||||
Toronto lease | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Operating lease, renewal term | 5 years | ||||||
Square footage of leased space (in square feet) | ft² | 26,320 | ||||||
Lease term | 10 years | ||||||
Tenant improvement allowance | $ 1,500,000 | ||||||
Expected fixed lease payments | $ 10,800,000 | ||||||
Minimum | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Remaining operating lease term | 1 year | ||||||
Maximum | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Remaining operating lease term | 10 years |
Leases - Components of Lease Co
Leases - Components of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Leases [Abstract] | ||
Operating lease cost | $ 2,017 | $ 5,801 |
Variable lease cost | 102 | 772 |
Lease cost | $ 2,119 | $ 6,573 |
Leases - Lease Term and Discoun
Leases - Lease Term and Discount Rates (Details) | Sep. 30, 2022 |
Leases [Abstract] | |
Weighted-average remaining lease term (years) | 7 years 9 months 18 days |
Weighted-average discount rate | 7.30% |
Leases - Maturities of Operatin
Leases - Maturities of Operating Lease Liabilties (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jan. 01, 2022 |
Leases [Abstract] | ||
Remainder of 2022 | $ 2,168 | |
2023 | 9,490 | |
2024 | 8,428 | |
2025 | 8,612 | |
2026 | 8,863 | |
Thereafter | 32,963 | |
Total lease payments | 70,524 | |
Less: imputed interest | (18,990) | |
Present value of lease liabilities | $ 51,534 | $ 47,800 |
Leases - Future Minimum Payment
Leases - Future Minimum Payments Prior to ASC 842 Adoption (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Leases [Abstract] | |
2022 | $ 3,977 |
2023 | 7,053 |
2024 | 7,325 |
2025 | 7,513 |
2026 | 7,739 |
Thereafter | 26,448 |
Total minimum payments | $ 60,055 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Change in carrying amount of goodwill | $ 0 | $ 0 | $ 0 | $ 0 | |
Goodwill impairment | 0 | 0 | 0 | 0 | |
Intangible Assets, Net | |||||
Gross carrying amount | 1,211,000 | 1,211,000 | $ 911,000 | ||
Accumulated Amortization | (658,000) | (658,000) | (430,000) | ||
Net carrying amount | 553,000 | 553,000 | 481,000 | ||
Indefinite-lived intangible asset | 904,000 | 904,000 | 904,000 | ||
Intangible assets, gross | 2,115,000 | 2,115,000 | 1,815,000 | ||
Intangible assets, net | 1,457,000 | 1,457,000 | $ 1,385,000 | ||
Amortization expense | 76,000 | 228,000 | 76,000 | 228,000 | |
Impairment of indefinite-lived intangible assets | $ 0 | $ 0 | $ 0 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Loss contingency accrual | $ 0 | $ 0 |
Common Stock (Details)
Common Stock (Details) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Apr. 20, 2021 USD ($) $ / shares shares | Apr. 09, 2021 | Apr. 30, 2021 | Sep. 30, 2022 USD ($) vote | Dec. 31, 2021 USD ($) | |
Class of Stock [Line Items] | |||||
Common stock, conversion ratio | 1 | ||||
Dividends declared | $ 0 | $ 0 | |||
Stock split, conversion ratio | 1.5 | 1.5 | |||
Christopher Gibson and his affiliates | |||||
Class of Stock [Line Items] | |||||
Affiliated holders, ownership percentage | 0.32 | ||||
Affiliated holders, potential ownership percentage when outstanding equity awards vest | 0.35 | ||||
Class A | |||||
Class of Stock [Line Items] | |||||
Vote per share of common stock (in votes) | vote | 1 | ||||
Class B | |||||
Class of Stock [Line Items] | |||||
Vote per share of common stock (in votes) | vote | 10 | ||||
IPO | |||||
Class of Stock [Line Items] | |||||
IPO, number of shares issued (in shares) | shares | 27,878,787 | ||||
Price per share (in dollars per share) | $ / shares | $ 18 | ||||
IPO, net proceeds received | $ 462,400,000 | ||||
IPO, underwriting discounts and commissions | 35,100,000 | ||||
IPO, expenses costs | $ 4,300,000 | ||||
Shares issued in the period, upon conversion (in shares) | shares | 115,598,018 |
Collaborative Development Con_2
Collaborative Development Contracts (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Jan. 31, 2022 USD ($) program performance_obligation phenomap | Oct. 31, 2020 USD ($) | Aug. 31, 2020 USD ($) project performance_obligation | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Revenue | $ 13,160 | $ 2,534 | $ 26,167 | $ 7,645 | ||||
Unearned revenue | 46,753 | 46,753 | $ 10,000 | |||||
Unearned revenue, non-current | 93,909 | 93,909 | 6,667 | |||||
Operating revenue | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Revenue | 13,053 | $ 2,500 | 26,005 | $ 7,500 | ||||
Unearned revenue | 2,500 | |||||||
Unearned revenue, non-current | $ 7,500 | |||||||
Roche and Genentech | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Remaining unearned revenue | $ 150,000 | 150,000 | 150,000 | |||||
Number of performance obligations under the agreement (in performance obligations) | performance_obligation | 3 | |||||||
Remaining performance obligation revenue | $ 150,000 | |||||||
Unearned revenue | $ 6,500 | $ 6,500 | ||||||
Roche and Genentech | Phenomaps creation | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Research project, fees and milestones payments receivable for an option on a lead series | $ 250,000 | |||||||
Number of eligible phenomaps (in phenomaps) | phenomap | 16 | |||||||
Roche and Genentech | Phenomaps raw images | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Research project, fees and milestones payments receivable for an option on a lead series | $ 250,000 | |||||||
Number of eligible phenomaps (in phenomaps) | phenomap | 12 | |||||||
Roche and Genentech | Developed and commercialized programs | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Research project, fees and milestones payments receivable for an option on a lead series | $ 300,000 | |||||||
Number of projects that may be initiated (in projects) | program | 40 | |||||||
Roche and Genentech | Gastrointestinal cancer | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Number of performance obligations under the agreement (in performance obligations) | performance_obligation | 1 | |||||||
Roche and Genentech | Neuroscience | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Number of performance obligations under the agreement (in performance obligations) | performance_obligation | 2 | |||||||
Bayer AG | Collaborative arrangement | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Research project, fees and milestones payments receivable for an option on a lead series | $ 100,000 | |||||||
Number of projects that may be initiated (in projects) | project | 10 | |||||||
Number of performance obligations under the agreement (in performance obligations) | performance_obligation | 1 | |||||||
Remaining performance obligation revenue | $ 30,000 | |||||||
Collaborative agreement, term | 5 years | |||||||
Non-refundable upfront payment received | 30,000 | |||||||
Research project, fees and milestones payments receivable for an option on a development candidate | $ 120,000 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 9 Months Ended | |
Apr. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options granted in period, weighted average grant date fair value (in dollars per share) | $ 6.57 | $ 6.41 | |
Unvested stock options, unamortized stock-based compensation cost | $ 32.8 | ||
Unvested stock options, unamortized stock-based compensation cost, weighted average period recognition | 3 years | ||
Employee stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options, vesting period | 4 years | ||
Stock options, expiration period | 10 years | ||
RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options, vesting period | 4 years | ||
Restricted stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unvested stock options, unamortized stock-based compensation cost, weighted average period recognition | 4 years | ||
Fair market value of vested shares | $ 5.6 | ||
Unrecognized compensation cost | $ 51.2 | ||
2021 Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock, capital shares reserved for future issuance (in shares) | 16,186,000 | ||
Number of shares available for grant (in shares) | 15,161,662 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock-based Compensation Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based payment arrangement, expense | $ 8,653 | $ 3,096 | $ 19,498 | $ 9,771 |
Cost of revenue | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based payment arrangement, expense | 732 | 0 | 1,560 | 0 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based payment arrangement, expense | 3,674 | 1,305 | 7,404 | 3,000 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based payment arrangement, expense | $ 4,247 | $ 1,791 | $ 10,534 | $ 6,771 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Share-based Payment Arrangement, Option, Activity (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Options, outstanding, number at beginning of period (in shares) | shares | 19,191,714 | |
Options, granted in period (in shares) | shares | 2,483,336 | |
Options, cancelled in period (in shares) | shares | (1,435,146) | |
Options, exercised in period (in shares) | shares | (3,063,033) | |
Options, outstanding, number at end of period (in shares) | shares | 17,176,871 | 19,191,714 |
Options, exercisable, number (in shares) | shares | 8,769,773 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Options, outstanding, weighted average exercise price at beginning of period (in dollars per share) | $ / shares | $ 3.78 | |
Options, grants in period, weighted average exercise price (in dollars per share) | $ / shares | 11.10 | |
Options, cancelled in period, weighted average exercise price (in dollars per share) | $ / shares | 5.63 | |
Options, exercised in period, weighted average exercise price (in dollars per share) | $ / shares | 1.79 | |
Options, outstanding, weighted average exercise price at end of period (in dollars per share) | $ / shares | 5.04 | $ 3.78 |
Options, exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 3.36 | |
Options, outstanding, weighted average remaining contractual life | 7 years 8 months 12 days | 8 years 1 month 6 days |
Options, exercisable, weighted average remaining contractual life | 6 years 10 months 24 days | |
Options, outstanding, intrinsic value | $ | $ 113,301 | $ 260,867 |
Options, exercised in period, intrinsic value | $ | 21,904 | |
Options, exercisable, intrinsic value | $ | $ 69,776 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Share-based Payment Award, Stock Options, Valuation Assumption (Details) - Stock based compensation | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 6 years 2 months 12 days | 6 years 2 months 12 days |
Expected volatility | 63% | 66% |
Expected dividend yield | 0% | 0% |
Risk-free interest rate | 1.90% | 1% |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of RSU Activity (Details) - Restricted stock | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Stock units | |
Beginning balance, outstanding (in shares) | shares | 478,136 |
Granted (in shares) | shares | 7,300,841 |
Vested (in shares) | shares | (476,567) |
Forfeited (in shares) | shares | (323,970) |
Ending balance, outstanding (in shares) | shares | 6,978,440 |
Weighted-average grant date fair value | |
Beginning balance, outstanding Weighted average grant date fair value (in dollars per share) | $ / shares | $ 23.40 |
Granted (in dollars per share) | $ / shares | 7.22 |
Vested (in dollars per share) | $ / shares | 6.74 |
Forfeited (in dollars per share) | $ / shares | 9.35 |
Ending balance, outstanding Weighted average grant date fair value (in dollars per share) | $ / shares | $ 8.13 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Warrants Outstanding (Details) - $ / shares | Jul. 31, 2018 | May 31, 2017 | Dec. 31, 2016 |
2016 Warrants | |||
Warrants Arrangements [Line Items] | |||
Warrants outstanding (in shares) | 84,486 | ||
Warrants, exercise price (in dollars per share) | $ 0.71 | ||
2017 Warrants | |||
Warrants Arrangements [Line Items] | |||
Warrants outstanding (in shares) | 28,161 | ||
Warrants, exercise price (in dollars per share) | $ 0.71 | ||
2018 Warrants | |||
Warrants Arrangements [Line Items] | |||
Warrants outstanding (in shares) | 25,762 | ||
Warrants, exercise price (in dollars per share) | $ 2.79 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary Of Changes In Company's Warrant Liability (Details) - Warrants $ in Thousands | 9 Months Ended |
Sep. 30, 2021 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value of warrants at beginning of period | $ 125 |
Increase in fair value of warrants | 2,215 |
Recorded in equity upon exercise | (2,340) |
Fair value of warrants at end of period | $ 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense (benefit) | $ 0 | $ 0 | $ 0 | $ 0 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Basic and Diluted Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Denominator: | ||||
Weighted average common shares outstanding, basic (in shares) | 173,435,970 | 168,533,550 | 172,122,974 | 110,513,231 |
Weighted average common shares outstanding, diluted (in shares) | 173,435,970 | 168,533,550 | 172,122,974 | 110,513,231 |
Net loss per share, basic (in dollars per shares) | $ (0.35) | $ (0.28) | $ (1.06) | $ (1.10) |
Net loss per share, diluted (in dollars per shares) | $ (0.35) | $ (0.28) | $ (1.06) | $ (1.10) |
Class A | ||||
Numerator: | ||||
Undistributed earnings, basic | $ (57,685) | $ (44,763) | $ (173,167) | $ (111,133) |
Undistributed earnings, diluted | $ (57,685) | $ (44,763) | $ (173,167) | $ (111,133) |
Denominator: | ||||
Weighted average common shares outstanding, basic (in shares) | 165,518,152 | 159,065,667 | 163,783,626 | 101,045,348 |
Weighted average common shares outstanding, diluted (in shares) | 165,518,152 | 159,065,667 | 163,783,626 | 101,045,348 |
Net loss per share, basic (in dollars per shares) | $ (0.35) | $ (0.28) | $ (1.06) | |
Net loss per share, diluted (in dollars per shares) | $ (0.35) | $ (0.28) | $ (1.06) | |
Class B | ||||
Numerator: | ||||
Undistributed earnings, basic | $ (2,759) | $ (2,664) | $ (8,817) | $ (10,413) |
Undistributed earnings, diluted | $ (2,759) | $ (2,664) | $ (8,817) | $ (10,413) |
Denominator: | ||||
Weighted average common shares outstanding, basic (in shares) | 7,917,818 | 9,467,883 | 8,339,348 | 9,467,883 |
Weighted average common shares outstanding, diluted (in shares) | 7,917,818 | 9,467,883 | 8,339,348 | 9,467,883 |
Net loss per share, basic (in dollars per shares) | $ (0.35) | $ (1.06) | $ (1.10) | |
Net loss per share, diluted (in dollars per shares) | $ (0.35) | $ (1.06) | $ (1.10) |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Net Loss Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of loss per share, amount (in shares) | 12,570,320 | 16,965,898 | 10,849,853 | 62,016,223 |
Convertible preferred stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of loss per share, amount (in shares) | 0 | 0 | 0 | 46,324,206 |
Stock based compensation | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of loss per share, amount (in shares) | 12,570,320 | 16,801,940 | 10,849,853 | 15,511,538 |
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of loss per share, amount (in shares) | 0 | 163,958 | 0 | 180,479 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Restricted cash | $ 10,244 | $ 10,233 |
Total assets | 412,091 | 409,610 |
U.S. government debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | 19,927 | |
Corporate bonds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | 61,177 | |
Certificates of deposit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | 21,440 | |
Commercial paper | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | 128,902 | |
Money market funds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 401,847 | 155,731 |
Commercial paper | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 12,000 | |
Corporate bonds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 200 | |
Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Restricted cash | 10,244 | 10,233 |
Total assets | 412,091 | 165,964 |
Level 1 | U.S. government debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | 0 | |
Level 1 | Corporate bonds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | 0 | |
Level 1 | Certificates of deposit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | 0 | |
Level 1 | Commercial paper | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | 0 | |
Level 1 | Money market funds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 401,847 | 155,731 |
Level 1 | Commercial paper | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 0 | |
Level 1 | Corporate bonds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 0 | |
Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Restricted cash | 0 | 0 |
Total assets | 0 | 243,646 |
Level 2 | U.S. government debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | 19,927 | |
Level 2 | Corporate bonds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | 61,177 | |
Level 2 | Certificates of deposit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | 21,440 | |
Level 2 | Commercial paper | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | 128,902 | |
Level 2 | Money market funds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 0 | 0 |
Level 2 | Commercial paper | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 12,000 | |
Level 2 | Corporate bonds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 200 | |
Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Restricted cash | 0 | 0 |
Total assets | 0 | 0 |
Level 3 | U.S. government debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | 0 | |
Level 3 | Corporate bonds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | 0 | |
Level 3 | Certificates of deposit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | 0 | |
Level 3 | Commercial paper | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | 0 | |
Level 3 | Money market funds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | $ 0 | 0 |
Level 3 | Commercial paper | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 0 | |
Level 3 | Corporate bonds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | $ 0 |
Fair Value Measurements - Ass_2
Fair Value Measurements - Asset and Liability Not Measured at Fair Value (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Book values | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Total liabilities | $ 656 | $ 723 |
Book values | Notes payable | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Current portion of notes payable | 95 | 90 |
Notes payable, net of current portion | 561 | 633 |
Fair values | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Total liabilities | 656 | 723 |
Fair values | Notes payable | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Current portion of notes payable | 95 | 90 |
Notes payable, net of current portion | $ 561 | $ 633 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent event - Private Placement - Class A $ / shares in Units, $ in Millions | Oct. 27, 2022 USD ($) $ / shares shares |
Subsequent Event [Line Items] | |
Number of shares issued in transaction (in shares) | shares | 15,336,734 |
Price per share (in dollars per share) | $ / shares | $ 9.80 |
Gross proceeds received on transaction | $ | $ 150.3 |