Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 24, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | CRTX | ||
Entity Registrant Name | Cortexyme, Inc. | ||
Entity Central Index Key | 0001662774 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Common Stock, Shares Outstanding | 30,145,511 | ||
Entity Public Float | $ 1,240 | ||
Entity File Number | 001-38890 | ||
Entity Tax Identification Number | 90-1024039 | ||
Entity Address, Address Line One | 269 East Grand Ave. | ||
Entity Address, City or Town | South San Francisco | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94080 | ||
City Area Code | 415 | ||
Local Phone Number | 910-5717 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Interactive Data Current | Yes | ||
Security Exchange Name | NASDAQ | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Documents Incorporated by Reference | Part III incorporates by reference certain information from the registrant’s definitive proxy statement (the “Proxy Statement”) relating to its 2022 Annual Meeting of Stockholders. The Proxy Statement will be filed with the United States Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates. | ||
Auditor Firm ID | 243 | ||
Audior name | BDO USA, LLP | ||
Auditor location | San Jose, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 69,724,000 | $ 66,841,000 |
Short term investments | 37,078,000 | 66,979,000 |
Prepaid expenses and other current assets | 4,871,000 | 4,042,000 |
Total current assets | 111,673,000 | 137,862,000 |
Property and equipment, net | 263,000 | 427,000 |
Operating lease right-of-use assets, net | 1,165,000 | 674,000 |
Long term investments | 19,933,000 | 50,464,000 |
Other assets | 194,000 | 39,000 |
Total assets | 133,228,000 | 189,466,000 |
Current liabilities: | ||
Accounts payable | 4,911,000 | 3,555,000 |
Accrued expenses and other current liabilities | 9,311,000 | 13,441,000 |
Total current liabilities | 14,222,000 | 16,996,000 |
Long-term operating lease liabilities | 420,000 | 208,000 |
Total liabilities | 14,642,000 | 17,204,000 |
Commitments and contingencies (See Note 7) | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value, 10,000,000 authorized, no shares issued and outstanding as of December 31, 2021 and 2020, respectively | ||
Common stock, $0.001 par value, 100,000,000 shares authorized, 30,074,412 and 29,543,222 issued and outstanding as of December 31, 2021 and 2020, respectively | 30,000 | 29,000 |
Additional paid in capital | 355,234,000 | 318,574,000 |
Accumulated other comprehensive income (loss) | (79,000) | 313,000 |
Accumulated deficit | (236,599,000) | (146,654,000) |
Total stockholders’ equity | 118,586,000 | 172,262,000 |
Total liabilities and stockholders’ equity | $ 133,228,000 | $ 189,466,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 30,074,412 | 29,543,222 |
Common stock, shares outstanding | 30,074,412 | 29,543,222 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating expenses: | |||
Research and development | $ 60,795 | $ 61,307 | $ 30,214 |
General and administrative | 29,523 | 17,586 | 8,954 |
Total operating expenses | 90,318 | 78,893 | 39,168 |
Loss from operations | (90,318) | (78,893) | (39,168) |
Interest income | 620 | 2,044 | 2,188 |
Other expense | (247) | 0 | 0 |
Net loss | (89,945) | (76,849) | (36,980) |
Other comprehensive income / (loss): | |||
Foreign currency translation adjustments | 20 | 0 | 0 |
Unrealized gain / (loss) on available for sales securities | (412) | 253 | 109 |
Total comprehensive loss | $ (90,337) | $ (76,596) | $ (36,871) |
Net loss per share - basic and diluted | $ (3.03) | $ (2.63) | $ (1.94) |
Weighted average shares of common stock outstanding - basic and diluted | 29,718,506 | 29,176,232 | 19,031,940 |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Series A Redeemable Convertible Preferred Stock | Series B Redeemable Convertible Preferred Stock | Common Stock | Common StockPrivate Placement | Additional Paid in Capital | Additional Paid in CapitalPrivate Placement | Other Comprehensive Income / (Loss) | Accumulated Deficit |
Beginning balance at Dec. 31, 2018 | $ (32,626) | $ 3 | $ 245 | $ (49) | $ (32,825) | ||||
Beginning balance, shares at Dec. 31, 2018 | 9,008,919 | 9,152,108 | |||||||
Beginning balance at Dec. 31, 2018 | $ 17,178 | $ 86,868 | |||||||
Beginning balance, shares at Dec. 31, 2018 | 3,412,366 | ||||||||
Conversion of redeemable convertible preferred stock to common stock | 104,994 | $ 18 | 104,976 | ||||||
Conversion of redeemable convertible preferred stock to common stock, shares | (9,008,919) | (9,152,108) | |||||||
Conversion of redeemable convertible preferred stock to common stock | $ (17,178) | $ (87,816) | |||||||
Conversion of redeemable convertible preferred stock to common stock, shares | 18,161,027 | ||||||||
Vesting of Series B redeemable convertible preferred stock in lieu of rent | $ 948 | ||||||||
Initial public offering of common stock, net of issuance costs | 77,827 | $ 5 | 77,822 | ||||||
Initial public offering of common stock, net of issuance costs, shares | 5,073,800 | ||||||||
Exercise of stock options | 97 | $ 1 | 96 | ||||||
Exercise of stock options, shares | 194,279 | ||||||||
Stock based compensation | 2,056 | 2,056 | |||||||
Exercise of stock warrant | 1 | 1 | |||||||
Exercise of stock warrant, shares | 27,941 | ||||||||
Foreign currency translation adjustments | 0 | ||||||||
Unrealized gain (loss) on available for sale investments | 109 | 109 | |||||||
Net loss | (36,980) | (36,980) | |||||||
Ending balance at Dec. 31, 2019 | 115,478 | $ 27 | 185,196 | 60 | (69,805) | ||||
Ending balance, shares at Dec. 31, 2019 | 26,869,413 | ||||||||
Initial public offering of common stock, net of issuance costs | 117,628 | $ 2 | $ 117,626 | ||||||
Initial public offering of common stock, net of issuance costs, shares | 2,500,000 | ||||||||
Exercise of stock options | 1,282 | 1,282 | |||||||
Exercise of stock options, shares | 173,809 | ||||||||
Stock based compensation | 14,470 | 14,470 | |||||||
Foreign currency translation adjustments | 0 | ||||||||
Unrealized gain (loss) on available for sale investments | 253 | 253 | |||||||
Net loss | (76,849) | (76,849) | |||||||
Ending balance at Dec. 31, 2020 | 172,262 | $ 29 | 318,574 | 313 | (146,654) | ||||
Ending balance, shares at Dec. 31, 2020 | 29,543,222 | ||||||||
Exercise of stock options | 6,808 | $ 1 | 6,807 | ||||||
Exercise of stock options, shares | 531,190 | ||||||||
Stock based compensation | 29,853 | 29,853 | |||||||
Foreign currency translation adjustments | 20 | 20 | |||||||
Unrealized gain (loss) on available for sale investments | (412) | (412) | |||||||
Net loss | (89,945) | (89,945) | |||||||
Ending balance at Dec. 31, 2021 | $ 118,586 | $ 30 | $ 355,234 | $ (79) | $ (236,599) | ||||
Ending balance, shares at Dec. 31, 2021 | 30,074,412 |
Consolidated Statements of Re_2
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) - Common Stock - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Stock issuance costs | $ 8,427 | |
Private Placement | ||
Stock issuance costs | $ 7,372 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | |||
Net Loss | $ (89,945) | $ (76,849) | $ (36,980) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Non-cash rent expense | 199 | 367 | 367 |
Stock based compensation | 29,853 | 14,470 | 2,056 |
Depreciation and amortization | 344 | 332 | 188 |
Amortization of premium / (discount) on available for sale investments | 878 | 635 | (812) |
Changes in operating assets and liabilities: | |||
Prepaid expenses and other current assets | (829) | 2,184 | (5,324) |
Other assets | (155) | 178 | (207) |
Accounts payable | 1,356 | 480 | 2,580 |
Accrued expenses and other current liabilities | (4,633) | 7,385 | 4,855 |
Net cash used in operating activities | (62,932) | (50,818) | (33,277) |
Cash flow from investing activities: | |||
Purchase of investments | (38,789) | (187,141) | (135,415) |
Proceeds from maturities of investments | 97,921 | 134,762 | 117,723 |
Purchase of property and equipment | (180) | (52) | (55) |
Net cash provided by (used in) investing activities | 58,952 | (52,431) | (17,747) |
Cash flows from financing activities: | |||
Payments of finance leases | 0 | (34) | (559) |
Proceeds from issuance of commons stock upon exercise of stock options | 6,808 | 1,282 | 97 |
Proceeds from stock warrant exercise | 0 | 0 | 1 |
Proceeds from initial public offering, net of stock offering costs | 0 | 0 | 77,827 |
Proceeds from private placement offering, net of issuance costs | 0 | 117,628 | 0 |
Net cash provided by financing activities | 6,808 | 118,876 | 77,366 |
Effect of exchange rate changes on cash | 55 | 0 | 0 |
Net increase in cash and cash equivalents | 2,883 | 15,627 | 26,342 |
Cash and cash equivalents at beginning of period | 66,841 | 51,214 | 24,872 |
Cash and cash equivalents at end of period | 69,724 | 66,841 | 51,214 |
Supplemental disclosures of non-cash information: | |||
Right-of-use assets obtained in exchange for new operating lease liabilities | 1,254 | 620 | 878 |
Series A Redeemable Convertible Preferred Stock | |||
Supplemental disclosures of non-cash information: | |||
Conversion of redeemable convertible preferred stock to common stock on initial public offering | 0 | 0 | 17,178 |
Series B Redeemable Convertible Preferred Stock | |||
Supplemental disclosures of non-cash information: | |||
Conversion of redeemable convertible preferred stock to common stock on initial public offering | 0 | 0 | 87,816 |
Acceleration of vesting of redeemable convertible preferred stock on initial public offering | $ 0 | $ 0 | $ 856 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization | Note 1. Organization Description of Business Cortexyme, Inc. (the “Company”) was incorporated in the State of Delaware in June 2012 and is headquartered in South San Francisco, California. I n April 2021, the Company established a wholly owned subsidiary in Australia, Cortexyme Australia, Pty Ltd. The Company is a clinical stage biopharmaceutical company focused on novel therapeutic approaches to improve the lives of patients diagnosed with Alzheimer’s and other degenerative diseases. The Company’s pipeline includes proprietary drug candidates for the treatment of CNS disorders including Alzheimer’s disease, oncology applications designed to the development of oral squamous cell carcinoma, as well as for the treatment of underserved and chronic conditions like periodontitis. The Company’s pipeline also includes a proprietary irreversible protease inhibitor under development for the treatment of coronavirus infection. Initial Public Offering On May 8, 2019, the Company’s registration statement on Form S-1 (File No. 333-230853) for its initial public offering of common stock (“IPO”) was declared effective by the Securities and Exchange Commission (“SEC”). On May 13, 2019, the Company closed its IPO with the sale of 5,073,800 shares of common stock, which included 661,800 shares of common stock issued upon the exercise in full of the underwriters’ option to purchase additional shares, at a public offering price of $ 17.00 per share, resulting in net proceeds of $ 77.8 million, after deducting underwriting discounts and commissions and estimated offering expenses paid by the Company. In addition, in connection with the closing of the IPO, all of the Company’s outstanding shares of redeemable convertible preferred stock were automatically converted into 18,161,027 shares of common stock, and there are no shares of redeemable convertible preferred stock outstanding as of December 31, 2021. Private Investment in Public Equity (“PIPE”) In February 2020 , the Company completed a private investment in public equity transaction (“PIPE Financing”). The Company entered into Stock Purchase Agreements (the “Purchase Agreements”) with certain accredited investors, including an entity affiliated with a member of the Company’s Board of Directors, pursuant to which the Company sold and issued shares of common stock for aggregate gross proceeds of $ 125.0 million. Costs related to the offering were $ 7.4 million. Pursuant to the Purchase Agreements, the Company sold 2,500,000 common shares at $ 50.00 per common share. In connection with the PIPE Financing, the Company filed a registration statement on Form S-1 (File No. 333-237594), with the SEC registering for resale the shares of common stock issued in the PIPE Financing. The registration statement was declared effective by the SEC on April 13, 2020. Liquidity and Capital Resources The Company has incurred losses and negative cash flows from operations since inception and expects to continue to generate operating losses for the foreseeable future. As of December 31, 2021, the Company had an accumulated deficit of $ 236.6 million. Since inception through December 31, 2021, the Company has funded operations primarily with the net proceeds from the issuance of convertible promissory notes, from the issuance of redeemable convertible preferred stock, from the net proceeds from the IPO and from the net proceeds from the PIPE Financing. As of December 31, 2021, the Company had cash, cash equivalents, and short-term investments of $ 106.8 million, which it believes will be sufficient to fund its planned operations for a period of at least 12 months from the date of the issuance of the accompanying consolidated financial statements. The Company also has long-term investments of $ 19.9 million. Management expects to incur additional losses in the future to fund its operations and conduct product research and development and may need to raise additional capital to fully implement its business plan. The Company may raise additional capital through the issuance of equity securities, debt financings or other sources in order to further implement its business plan. However, if such financing is not available when needed and at adequate levels, the Company will need to reevaluate its operating plan and may be required to delay the development of its product candidate. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Consolidation The accompanying consolidated financial statements include the accounts of Cortexyme, Inc. and its wholly-owned subsidiary. All intercompany balances and transactions have been eliminated upon consolidation. Basis of Presentation The accompanying consolidated financial statements and the notes thereto have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the instructions of the SEC on Form 10-K through the rules and interpretive releases of the SEC under federal securities law. Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses, as well as related disclosure of contingent assets and liabilities. The most significant estimates used in the Company’s consolidated financial statements relate to the determination of the fair value of common stock prior to the initial public offering, accruals for research and development costs, useful lives of long-lived assets, stock-based compensation and related assumptions, the incremental borrowing rate for leases and income tax uncertainties, including a valuation allowance for deferred tax assets; and contingencies. The Company bases its estimates on historical experience and on various other market specific and other relevant assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from the Company’s estimates. Foreign Currency Translation and Transactions The functional currency of the Company’s wholly-owned subsidiary is the Australian Dollar. Its financial results and financial position are translated into U.S. dollars using exchange rates at balance sheet dates for assets and liabilities and using average exchange rates for income and expenses. The resulting translation differences are presented as a separate component of accumulated other comprehensive income (loss), as a separate component of equity. Foreign currency transactions are translated into the functional currencies using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses, resulting from the settlement of such transactions and from the re-measurement of monetary assets and liabilities denominated in foreign currencies using exchange rates at balance sheet date and non-monetary assets and liabilities using historical exchange rates, are recognized in the consolidated statements of operations and comprehensive income. Risk and Uncertainties The Company’s future results of operations involve a number of risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, uncertainty of results of clinical trials and reaching milestones, uncertainty of regulatory approval of the Company’s potential drug candidates, uncertainty of market acceptance of the Company’s drug candidates, competition from substitute products and larger companies, securing and protecting proprietary technology, strategic relationships and dependence on key individuals and sole source suppliers. The Company’s drug candidate will require approvals from the U.S. Food and Drug Administration (FDA) and comparable foreign regulatory agencies prior to commercial sales in their respective jurisdictions. There can be no assurance that any drug candidate will receive the necessary approvals. On January 25, 2022, the Company received a letter from the FDA Division of Neurology 1 placing a full clinical hold on atuzaginstat (COR388) IND. Other divisions of the FDA may impose a clinical hold on atuzaginstat (COR388) as the Company explores other indications for this drug, or otherwise limit the Company’s ability to proceed with other clinical programs in the Company's pipeline, which could have a materially adverse impact on the Company. In connection with the COVID-19 pandemic, governments have implemented significant measures, including closures, quarantines, travel restrictions and other social distancing directives, intended to control the spread of the virus. Companies have also taken precautions, such as requiring employees to work remotely, imposing travel restrictions, and temporarily closing businesses. To the extent that these restrictions remain in place, additional prevention and mitigation measures are implemented in the future or there is uncertainty about the effectiveness of these or any other measures to contain or treat COVID-19, there is likely to be a continuing, adverse impact on global economic conditions and consumer confidence and spending, which could materially and adversely affect the Company’s research and development, as well as operational activities. At this time, the Company continues to manage and mitigate potential disruptions to its research and future manufacturing and supply chain considerations. The Company has not experienced significant hinderances to its operations or material negative financial impacts as compared to prior periods. At this time, the extent to which the COVID-19 pandemic impacts the Company’s business will depend on future developments which are highly uncertain and cannot be predicted. Segments The Company operates and manages its business as one reportable and operating segment, which is the business of developing and commercializing therapeutics. The Company’s chief executive officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for purposes of allocating and evaluating financial performance. All long-lived assets are maintained in the United States of America. Cash, Cash Equivalents and Investments The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. Cash equivalents include marketable securities. Management determines the appropriate classification of its investments in debt securities at the time of purchase and at the end of each reporting period. Investments with original maturities beyond three months at the date of purchase and which mature at, or less than twelve months from the balance sheet date are classified as short-term investments. Investments with a maturity beyond twelve months from the balance sheet date are classified as long-term investments. Collectively, cash equivalents, short-term investments and long-term investments are considered available-for-sale and are recorded at fair value. Unrealized gains and losses are recorded as a component of other comprehensive loss in the consolidated statements of operations and included as a separate component of consolidated statements of redeemable convertible preferred stock and stockholders’ equity (deficit). Realized gains and losses are included in interest income in the consolidated statements of operations and comprehensive loss. Premiums (discounts) are amortized (accreted) over the life of the related investment as an adjustment to yield using the straight-line interest method. Dividend and interest income are recognized when earned. These amounts are recorded in “interest income” in the statements of operations and comprehensive loss. Property and Equipment, Net Property and equipment are stated at cost and reduced by accumulated depreciation. Depreciation expense is recognized using the straight-line method over the estimated useful lives of the respective assets. Depreciation and amortization begin at the time the asset is placed in service. Maintenance and repairs are charged to expense as incurred, and improvements are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the balance sheet and any resulting gain or loss is reflected in operations in the period realized. The useful lives of property and equipment are as follows: Computer equipment 3 years Lab equipment 5 years Finance lease right of use assets Shorter of estimated useful life or lease term Leasehold improvement Shorter of estimated useful life or lease term Office furniture 3 years Concentration of Credit Risk Cash equivalents, short-term and long-term investments are financial instruments that potentially subject the Company to concentrations of credit risk. The Company invests in money market funds, repurchase agreements, treasury bills and notes, government bonds, commercial paper and corporate notes. The Company limits its credit risk associated with cash equivalents, short-term and long-term investments by placing them with banks and institutions it believes are highly credit worthy and in highly rated investments. Impairment of Long-Lived Assets The Company reviews long-lived assets, including property and equipment, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. An impairment charge would be recorded when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. Impairment, if any, is assessed using discounted cash flows or other appropriate measures of fair value. The Company did not recognize any impairment charges for the years ended December 31, 2021, 2020 and 2019 . Leases The Company adopted Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842) as of January 1, 2019 using the modified retrospective method. The results for years ended December 31, 2021, 2020, and 2019 are presented under ASC 842. The Company also elected the package of practical expedients under the transition guidance that will retain the historical lease classification and initial direct costs for any leases that existed prior to adoption of the new guidance and the practical expedient to not separate lease and non-lease components. The Company determines if an arrangement includes a lease at inception. Right-of-use lease assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. The right-of-use lease asset includes any lease payments made and excludes lease incentives. Incremental borrowing rate is used in determining the present value of future payments. The Company applies a portfolio approach to the property leases to apply an incremental borrowing rate to leases with similar lease terms. The lease terms may include options to extend or terminate the lease. The Company recognizes the options to extend the lease as part of the right-of-use lease assets and lease liabilities only if it is reasonably certain that the option would be exercised. Lease expense for minimum lease payments is recognized on a straight-line basis over the non-cancelable lease term. Research and Development Expenses Research and development costs are expensed as incurred. Research and development expenses consist primarily of personnel costs for the Company’s research and product development employees. Also included are non-personnel costs such as professional fees payable to third parties for preclinical and clinical studies and research services, laboratory supplies and equipment maintenance, product licenses, and other consulting costs. The Company estimates preclinical and clinical study and research expenses based on the services performed, pursuant to contracts with contract research organizations (“CROs”) that conduct and manage preclinical and clinical studies and research services on its behalf. Expenses related to clinical studies are based on estimates of the services received and efforts expended pursuant to contracts with many research institutions, clinical research organizations and other service providers that conduct and manage clinical studies on our behalf. The financial terms of these agreements are subject to negotiation and vary from contract to contract and may result in uneven payment flows. Generally, these agreements set forth the scope of work to be performed at a fixed fee or unit price. Payments under the contracts are mainly driven by time and materials incurred by these service providers. Payments made to third parties under these arrangements in advance of the performance of the related services by the third parties are recorded as prepaid expenses until the services are rendered. Expenses related to clinical studies are generally recorded based on the timing of when services that have been performed on the Company’s behalf by the service providers, clinical trial budgets and in accordance with the contracts and related amendments. The determination of timing involves reviewing open contracts and purchase orders, communicating with applicable personnel to identify the timing of when services that have been performed on the Company’s behalf and estimating the level of service performed and the associated cost incurred for the service when the Company has not yet been invoiced or otherwise notified of actual cost. The Company periodically confirms the accuracy of estimates with the service providers and makes adjustments if necessary. Examples of estimated clinical expenses include: • fees paid to Contract Research Organizations, or CROs, in connection with clinical studies; • fees paid to investigative sites in connection with clinical studies; • fees paid to contract manufacturers in connection with the production of clinical study materials; and • fees paid to vendors in connection with preclinical development activities. If the actual timing of the performance of services or the level of effort varies from the original estimates, the Company will adjust the prepaid or accrual accordingly. Payments associated with licensing agreements to acquire exclusive licenses to develop, use, manufacture and commercialize products that have not reached technological feasibility and do not have alternate commercial use are expensed as incurred. Patent Costs The Company has no historical data to support a probable future economic benefit for the arising patent applications, filing and prosecution costs. Therefore, patent costs are expensed as incurred. Stock-Based Compensation The Company accounts for stock-based compensation arrangements with employees in accordance with Accounting Standards Codification (“ASC”) 718, Compensation—Stock Compensation. Stock-based awards granted include stock options with service-based vesting. ASC 718 requires the recognition of compensation expense, using a fair value-based method, for costs related to all stock-based payments. The Company’s determination of the fair value of stock options with service-based vesting on the date of grant utilizes the Black-Scholes option-pricing model and is impacted by its common stock price as well as other variables including: but not limited to, expected term that options will remain outstanding, expected common stock price volatility over the term of the option awards, risk-free interest rates and expected dividends. The fair value of a stock-based award is recognized over the period during which an optionee is required to provide services in exchange for the option award, known as the requisite service period (usually the vesting period) on a straight-line basis. Stock-based compensation expense is recognized based on the fair value determined on the date of grant and is reduced for forfeitures as they occur. The Company uses a Monte Carlo Simulation model to estimate the grant date fair value of stock option awards with market-based performance conditions. Redeemable Convertible Preferred Stock The Company recorded all shares of convertible preferred stock at their respective fair values less issuance costs on the dates of issuance. The convertible preferred stock was recorded outside of stockholders’ equity (deficit) because, in the event of certain deemed liquidation events considered not solely within the Company’s control, such as a merger, acquisition and sale of all or substantially all of the Company’s assets, the convertible preferred stock will become redeemable at the option of the holders. Additionally, holders with 60 % of majority had the right to demand redemption on or after May 23, 2025. In the event of a change of control of the Company, proceeds received from the sale of such shares would have been distributed in accordance with the liquidation preferences set forth in the Company’s Amended and Restated Certificate of Incorporation unless the holders of convertible preferred stock had converted their shares of convertible preferred stock into shares of common stock. The Company determined not to adjust the carrying values of the convertible preferred stock to the liquidation preferences of such shares because of the uncertainty of whether or when such an event would occur. In connection with the closing of the IPO, all of the Company’s outstanding shares of redeemable convertible preferred stock were automatically converted into 18,161,027 shares of common stock, and there are no shares of redeemable convertible preferred stock outstanding as of December 31, 2021 . Income Taxes The Company accounts for income taxes under the asset and liability method. Current income tax expense or benefit represents the amount of income taxes expected to be payable or refundable for the current year. Deferred income tax assets and liabilities are determined based on differences between the consolidated financial statement reporting and tax bases of assets and liabilities and net operating loss and credit carryforwards and are measured using the enacted tax rates and laws that will be in effect when such items are expected to reverse. Deferred income tax assets are reduced, as necessary, by a valuation allowance when management determines it is more likely than not that some or all of the tax benefits will not be realized. The Company accounts for uncertain tax positions in accordance with ASC 740-10, Accounting for Uncertainty in Income Taxes . The Company assesses all material positions taken in any income tax return, including all significant uncertain positions, in all tax years that are still subject to assessment or challenge by relevant taxing authorities. Assessing an uncertain tax position begins with the initial determination of the position’s sustainability and is measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. As of each balance sheet date, unresolved uncertain tax positions must be reassessed, and the Company will determine whether (i) the factors underlying the sustainability assertion have changed and (ii) the amount of the recognized tax benefit is still appropriate. The recognition and measurement of tax benefits requires significant judgment. Judgments concerning the recognition and measurement of a tax benefit might change as new information becomes available. The Company includes any penalties and interest expense related to income taxes as a component of other expense and interest expense, net, as necessary. Comprehensive Income (Loss) The Company is required to report all components of comprehensive income (loss), including net loss, in the consolidated financial statements in the period in which they are recognized. Comprehensive income (loss) is defined as a change in equity of a business enterprise during a period, resulting from transactions and other events and circumstances from non-owner sources. The Company had unrealized gain from its available-for-sale securities during the years ended December 31, 2020 and 2019 and an unrealized loss from its available-for sale securities and cumulative translation adjustment during the year ended December 31, 2021, which are considered other comprehensive income (loss). Net Loss per Share Basic net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding during the period, without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common shares and common share equivalents of potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share calculation, redeemable convertible preferred stock, warrants and common stock options are considered to be potentially dilutive securities. Because the Company reported a net loss for the years ended December 31, 2021, 2020 and 2019 , and the inclusion of the potentially dilutive securities would be antidilutive, diluted net loss per share is the same as basic net loss per share for both periods. Recent Accounting Pronouncements Adopted In August 2018, the F inancial Accounting Standards Board ("FASB") issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. The new guidance changes disclosure requirements related to fair value measurements as part of the disclosure framework project. The disclosure framework project aims to improve the effectiveness of disclosures in the notes to the consolidated financial statements by focusing on requirements that clearly communicate the most important information to users of the consolidated financial statements. The Company adopted this effective January 1, 2020 . The adoption of this pronouncement did no t have a material impact on its consolidated financial statements or disclosures. In August 2018, the FASB issued Accounting Standards Update (" ASU") No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40)”: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”), which clarifies the accounting for implementation costs in cloud computing arrangements. The Company adopted the standard prospectively on January 1, 2020 . The adoption of this pronouncement did no t have a material impact on its consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted The following are new accounting pronouncements that the Company is evaluating for future impacts on its consolidated financial statements: Financial Instruments—Credit Losses: In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments which amends the principles around the recognition of credit losses by mandating entities incorporate an estimate of current expected credit losses when determining the value of certain assets. The guidance also amends reporting around allowances for credit losses on available-for-sale marketable securities. In November 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815) and Leases (Topic 842): Effective Dates, which established that a one-time determination of the effective date for ASU 2016-13 would be based on the Company’s SEC reporting status as of November 15, 2019. The Company was a Smaller Reporting Company as defined by the SEC, and therefore, ASU 2016-13 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is evaluating the impact of the guidance on its consolidated financial statements. ASU 2021-10, Disclosures by Business Entities about Government Assistance In November 2021, the FASB issued ASU 2021-10, “Government Assistance (Topic 832)," which requires business entities to disclose information about transactions with a government that are accounted for by applying a grant or contribution model by analogy (for example, IFRS guidance in IAS 20 or guidance on contributions for not-for-profit entities in ASC 958-605). For transactions within scope, the new standard requires the disclosure of information about the nature of the transaction, including significant terms and conditions, as well as the amounts and specific financial statement line items affected by the transaction. The new guidance is effective for annual reporting periods beginning after December 15, 2021. The Company is evaluating the impact of the guidance on its financial statements. All other newly issued accounting pronouncements not yet effective have been deemed either immaterial or not applicable. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 3. Fair Value Measurements The fair value of our financial instruments reflects the amounts that we estimate we would receive in connection with the sale of an asset or pay in connection with the transfer of a liability in an orderly transaction between market participants at the measurement date (exit price). We disclose and recognize the fair value of our assets and liabilities using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). The guidance establishes three levels of the fair value hierarchy as follows: Level 1 - Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access at the measurement date; Level 2 - Inputs other than quoted prices that are observable for the assets or liability either directly or indirectly, including inputs in markets that are not considered to be active; Level 3 - Inputs that are unobservable. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company's financial instruments are carried in the accompanying consolidated balance sheets at amounts that approximate fair value. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. The Company recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period. There were no transfers within the hierarchy during the years ended December 31, 2021 and 2020. Financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used in such measurements by major security type as of December 31, 2021 and 2020 are presented in the following tables (in thousands): Fair Value Measurements at December 31, 2021 Total Level 1 Level 2 Level 3 Money market funds $ 15,954 $ 15,954 $ — $ — Certificates of Deposit 11,503 — 11,503 — Repurchase Agreements 13,500 — 13,500 — Corporate notes 38,397 — 38,397 — Government and agency notes 5,178 — 5,178 — Municipal notes 1,933 — 1,933 — Total $ 86,465 $ 15,954 $ 70,511 $ — Fair Value Measurements at December 31, 2020 Total Level 1 Level 2 Level 3 Money market funds $ 15,661 $ 15,661 $ — $ — Certificates of Deposit 30,765 — 30,765 — Repurchase Agreements 15,000 — 15,000 — Corporate notes 75,426 — 75,426 — Government notes 8,296 — 8,296 — Commercial Paper 3,446 — 3,446 — Total $ 148,594 $ 15,661 $ 132,933 $ — |
Cash, Cash Equivalents and Inve
Cash, Cash Equivalents and Investments | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Cash, Cash Equivalents and Investments | Note 4: Cash, Cash Equivalents and Investments The following tables categorize the fair values of cash, cash equivalents, short-term investments and long-term investments measured at fair value on a recurring basis on our balance sheets (in thousands): December 31, 2021 2020 Cash and cash equivalents: Cash $ 40,270 $ 35,690 Money market funds 15,954 15,661 Repurchase agreements 13,500 15,000 Certificates of deposit — 490 Total cash and cash equivalents $ 69,724 $ 66,841 Short-term investments: Certificates of deposit $ 6,928 $ 23,387 Municipal notes 1,283 2,365 Corporate notes 25,675 34,991 Government and agency notes 3,192 6,236 Total short-term investments $ 37,078 $ 66,979 Long-term investments Corporate notes $ 12,722 $ 40,435 Certificates of deposit 4,575 6,888 Municipal notes 650 1,081 Government and agency notes 1,986 2,060 Total long-term investments $ 19,933 $ 50,464 The investments are classified as available-for-sale securities. As of December 31, 2021 , the weighted average remaining contractual maturities of available-for-sale securities was approximately 9 months . At December 31, 2021 and 2020 , the unrealized gain (loss) activity related to the Company’s available-for-sale securities is included in the Company’s accumulated other comprehensive income (loss). There were no significant realized gains or losses recognized on the sale or maturity of available-for-sale securities for the years ended December 31, 2021, 2020 or 2019 and as a result, the Company did no t reclassify any amounts out of accumulated other comprehensive income. Based on the Company’s review of its available-for-sale securities, the Company has a limited number of available-for-sale securities in insignificant loss positions as of December 31, 2021. Management evaluates securities for other-than-temporary impair ment (OTTI) on a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. Investment securities are generally evaluated for OTTI under FASB Accounting Standards Codification (ASC) Topic 320, Accounting for Certain Investments in Debt and Equity Securities. OTTI under the ASC Topic 320 model, management considers many factors, including: (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, (3) whether the market decline was affected by macroeconomic conditions, and (4) whether the entity has the intent to sell the debt security or more likely than not will be required to sell the debt security before its anticipated recovery. The assessment of whether an other-than-temporary decline exists involves a high degree of subjectivity and judgment and is based on the information available to management at a point in time. The Company believes it had no other-than-temporary impairments on these securities as of December 31, 2021. The following table summarizes the available-for-sale securities (in thousands): Fair Value Measurements at December 31, 2021 Amortized Unrealized Unrealized Fair Value Money market funds $ 15,954 $ — $ — $ 15,954 Certificates of Deposit 11,511 12 ( 20 ) 11,503 Repurchase Agreements 13,500 — — 13,500 Corporate notes 38,470 6 ( 79 ) 38,397 Government and agency notes 5,195 — ( 17 ) 5,178 Municipal notes 1,934 — ( 1 ) 1,933 Total cash equivalents and investments $ 86,564 $ 18 $ ( 117 ) $ 86,465 Classified as: Cash equivalents (maturities within 90 days) $ 29,454 Short-term investments (maturities within one year) 37,078 Long-term investments (maturities beyond 1 year) 19,933 Total cash equivalents and investments $ 86,465 Fair Value Measurements at December 31, 2020 Amortized Unrealized Unrealized Fair Value Money market funds $ 15,661 $ — $ — $ 15,661 Certificates of Deposit 30,603 162 — 30,765 Repurchase Agreements 15,000 — — 15,000 Corporate notes 75,298 183 ( 55 ) 75,426 Government notes 8,274 22 — 8,296 Commercial Paper 3,445 1 — 3,446 Total cash equivalents and investments $ 148,281 $ 368 $ ( 55 ) $ 148,594 Classified as: Cash equivalents (maturities within 90 days) $ 31,151 Short-term investments (maturities within one year) 66,979 Long-term investments (maturities beyond 1 year) 50,464 Total cash equivalents and investments $ 148,594 |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2021 | |
Balance Sheet Components [Abstract] | |
Balance Sheet Components | Note 5: Balance Sheet Components Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): December 31, 2021 2020 Prepaid expenses $ 333 $ 274 Prepaid insurance 1,144 964 Prepaid research and development expenses 1,899 2,110 Australia research and development refundable tax credit 1,128 — Other current assets 367 694 Total prepaid expenses and other current assets $ 4,871 $ 4,042 Cortexyme Australia, Pty, Ltd, is eligible to obtain a cash refund from the Australian Taxation Office for eligible R&D expenditures under the Australian R&D Tax Incentive Program (the “Australian Tax Incentive”). The Australian Tax Incentive is recognized as a reduction to R&D expense when there is reasonable assurance that the relevant expenditure has been incurred, the amount can be reliably measured and that the Australian Tax Incentive will be received. The Company recognized reductions to R&D expense of $ 1.1 million, $ 0 million, and $ 0 million for the years ended December 31, 2021, 2020, and 2019 respectively. Property and equipment, net Property and equipment, net consisted of the following (in thousands): December 31, 2021 2020 Computer equipment $ 53 $ 33 Lab equipment 528 405 Finance lease right of use assets 557 557 Leasehold improvement 58 21 Office furniture 26 26 Less: accumulated amortization and depreciation ( 959 ) ( 615 ) Property and equipment, net $ 263 $ 427 Depreciation expense for property and equipment was $ 344,000 , $ 332,000 and $ 188,000 for the years ended December 31, 2021, 2020, and 2019, respectively. Accrued Expenses and Other Current Liabilities Accrued expense and other current liabilities consisted of the following (in thousands): December 31, 2021 2020 Personnel expenses $ 820 $ 2,415 Professional fees 462 141 Research and development expenses 7,108 10,603 Current portion of operating lease liabilities 741 238 Other 180 44 Total accrued expenses and other current liabilities $ 9,311 $ 13,441 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Note 6. Leases Real Estate Operating Leases In June 2018, the Company entered into a three-year lease agreement with no renewal options with an investor in the Series B redeemable convertible preferred stock. The lease began on July 16, 2018 and provides 3,185 square feet of office and laboratory space in South San Francisco, California. The Company issued 114,437 shares of its Series B redeemable convertible preferred stock with a fair value of $ 1.1 million in exchange for the leased facility. No other payments were due under the lease. The common area maintenance and other operating costs are included in the base rent. 100 % of the issued shares were initially subject to a repurchase option. Pursuant to the terms of the lease, each month beginning on the one-month anniversary of the commencement date of the lease, 1/36 th of the total shares are released from the repurchase option until all shares are released over the lease period of three years . The scheduled release of shares ceased immediately upon the IPO which was a terminating event. The Company completed its IPO on May 13, 2019 and as a result, pursuant to the terms of the lease agreement, all previously unvested shares were fully vested and as part of the IPO process, all outstanding shares of the Company’s redeemable convertible preferred stock including the Series B redeemable convertible preferred stock issued in connection with the lease agreement were converted into shares of the Company’s common stock on a 1 -for-1 basis and the operating lease liability was extinguished. In May 2019, the Company entered into an amendment to the lease agreement to rent additional space in the same facility under the same terms as its existing facility lease except the terms of payment. Under the terms of the amendment, the Company paid a one-time fee of approximately $ 63,000 for the additional space and the lease agreement will terminate in July 2021 . No other payments are due under the lease agreement and no renewal option is available. As the entire lease is prepaid, there is no associated lease liability. In May 2020, the Company entered into a second amendment to the lease agreement to rent additional space in the same facility under the same terms as its existing facility lease except the terms of payment. Under the terms of the amendment, the Company will pay rent monthly for the additional space and the lease agreement will terminate in July 2021 . The Company recorded an operating lease asset and liability of $ 172,000 . In May 2021, the Company entered into a third amendment to the lease agreement to extend the term of its existing facility space to July 15, 2022 under the same terms as its existing facility lease except the terms of payment. The lease amendment provides for one-year extension period under the same terms. The Company paid a security deposit of $ 105,000 , which is included in Other Assets on the December 31, 2021 consolidated balance sheets. As a result of this amendment, the Company recognized an additional right-of-use asset and corresponding lease liability of $ 1.2 million. In the same agreement, the Company also agreed to rent additional space effective July 16, 2021 for a period of 12 months. The lease amendment provides for one-year extension period and is included in the lease term as it is reasonably certain that the Company will exercise the option. The Company recognized an additional right of use asset and corresponding lease liability of $ 44,000 in July 2021. Total payments under the third amendment to the lease including the additional space will be $ 1.3 million. In May 2020, the Company entered into a lease agreement to rent space in San Diego, California for our clinical operations team. The lease agreement is for three years which commenced August 1, 2020. Total payments under the lease will be $ 337,000 . The Company paid a security deposit of $ 29,000 and is included in Other Assets on our December 31, 2021 consolidated balance sheets. At the commencement of the lease, the Company recorded an operating lease asset of $ 326,000 , which consists of an operating lease liability of $ 317,000 and cash rent prepayment of $ 9,000 . The Company recognizes lease expense on a straight-line basis over the term of its operating lease. The Company recognizes lease expense on a straight-line basis over the term of its operating lease. As of December 31, 2021, total future rent expense from all real estate operating leases of $ 1.1 million will be recognized over the remaining terms of 19 months on a straight-line basis over the respective lease period. Clinical Equipment Operating Lease The Company uses certain vendor supplied equipment in connection with its on-going clinical trial. The Company has analyzed the vendor agreement and determined that it contains an embedded operating lease. The Company recognizes monthly the leases costs in our research and development expenses. The right of use asset and lease liability are recognized at the lease commencement date based on the present value of lease payments over the lease term. The Company’s lease does not provide an implicit rate. The Company used an adjusted historical incremental borrowing rate, based on the information available at the approximate lease commencement date, to determine the present value of lease payments. As of December 31, 2021 the lease expense has been fully recognized. Clinical Equipment Financing Lease The Company uses certain vendor supplied equipment in connection with its on-going clinical trial. The Company has analyzed the vendor agreements and determined that they contain embedded finance leases. The Company recognizes the depreciation expense in research and development expenses in the statements of operations and comprehensive loss and recognizes expense on a straight-line basis starting when the equipment is placed into service until the end of the contract term ranging from 20 to 34 months . Depreciation expense of the financing lease right of use asset for the years ended December 31, 2021, 2020, and 2019 were $ 220,000 , $ 230,000 , and $ 107,000 , respectively. Supplemental balance sheet information related to leases as follows (in thousands except lease terms and discount rates): December 31, 2021 December 31, 2020 Operating lease right of use asset, net $ 1,165 $ 674 Short-term operating lease liability 741 238 Long-term operating lease liability 420 208 $ 1,161 $ 446 Finance lease right of use asset 557 557 Finance lease accumulated amortization ( 557 ) ( 337 ) Total finance lease right of use asset, net $ — $ 220 Weighted average remaining lease term Operating leases 1.6 years 1.6 years Finance leases — years 0.9 years Weighted average discount rate Operating leases 1.87 % 2.10 % Finance leases — % — % Year ended December 31, Operating Lease 2022 757 2023 422 Total lease payments 1,179 Less: imputed interest ( 18 ) Total remaining lease liability 1,161 Lease costs for the years ended December 31, 2021, 2020, and 2019 were approximately: Years ended December 31, 2021 2020 2019 Lease costs: Finance lease amortization of right of use assets $ 220 $ 230 $ 107 Operating lease costs 729 578 374 Short-term lease costs 66 92 11 Total lease costs $ 1,015 $ 900 $ 492 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7. Commitments and Contingencies Legal Matters The Company’s industry is characterized by frequent claims and litigation, including claims regarding intellectual property. As a result, the Company may be subject to various legal proceedings from time to time. The results of any future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. Management is not aware of any pending or threatened litigation. Indemnification As permitted under Delaware law and in accordance with the Company’s bylaws, the Company is required to indemnify its officers and directors for certain events or occurrences while the officer or director is or was serving in such capacity. The Company is also party to indemnification agreements with its directors. The Company believes the fair value of the indemnification rights and agreements is minimal. Accordingly, the Company has not recorded any liabilities for these indemnification rights and agreements as of December 31, 2021 and 2020. Contingencies From time to time, the Company may have certain contingent liabilities that arise in the ordinary course of our business activities. We accrue a liability for such matters when it is probable that future expenditures will be made, and such expenditures can be reasonably estimated. |
Common Stock and Common Stock W
Common Stock and Common Stock Warrant | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Common Stock and Common Stock Warrant | Note 8. Common Stock and Common Stock Warrant Equity Transactions On December 23, 2021, the Company entered into an Open Market Sales Agreement, with Jefferies LLC ("Jefferies") , whereby the Company may sell up to $ 150.0 million in aggregate proceeds of common stock from time to time, through Jefferies as our sales agent. During the year ended December 31, 2021 , the Company had no t sold any shares of common stock under this agreement. Common Stock The Company had reserved shares of common stock for future issuance as follows: December 31, 2021 2020 Options issued and outstanding under the 2019 Stock Plan 6,246,293 5,465,327 Shares available for issuance under 2019 Stock Plan 138,926 269,353 Shares available for issuance under the Employee Stock Purchase Plan 832,421 536,989 Total 7,217,640 6,271,669 The Company is authorized to issue 100,000,000 shares of common stock with a par value of $ 0.001 per share. Each share of common stock is entitled to one vote . The holders of common stock are also entitled to receive dividends whenever funds are legally available and when and if declared by the board of directors, subject to the prior rights of holders of any preferred stock that may be outstanding at the time. The Company has never declared any dividends on common stock. As of December 31, 2021 and 2020, the Company had 30,074,412 and 29,543,222 shares of common stock issued and outstanding, respectively. Common Stock Warrant In June 2014, in connection with a research grant and license agreement, the Company issued a warrant to purchase 27,941 shares of common stock at $ 0.03 per share. The grant date estimated fair value of such warrants was insignificant. The warrant was immediately exercisable and expires in June 2024 . The warrant was fully exercised in May 2019 . |
Equity Incentive Plans
Equity Incentive Plans | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Equity Incentive Plans | Note 9. Equity Incentive Plans On December 4, 2014, the Company’s stockholders approved the 2014 Stock Plan (“2014 Plan”), and amended the 2014 Plan on April 25, 2019. The 2014 Plan was amended, restated and re-named the 2019 Equity Incentive Plan (the “2019 Plan”), which became effective as of May 7, 2019, the day prior to the effectiveness of the registration statement filed in connection with the IPO. The remaining shares available for issuance under the 2014 Plan were added to the shares reserved for issuance under the 2019 Plan. The 2019 Plan provides for the grant of stock options (including incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, RSUs, performance units, and performance shares to the Company’s employees, directors, and consultants. The maximum aggregate number of shares that may be issued under the 2019 Plan is 7,388,054 shares of the Company’s common stock. In addition, the number of shares available for issuance under the 2019 Plan will be annually increased on the first day of each of its fiscal years beginning with fiscal 2020, by an amount equal to the least of (i) 2,146,354 shares of common stock; (ii) 4 % of the outstanding shares of its common stock as of the last day of its immediately preceding fiscal year; and (iii) such other amount as the Company’s Board of Directors may determine. The 2019 Plan may be amended, suspended or terminated by the Company’s Board of Directors at any time, provided such action does not impair the existing rights of any participant, subject to stockholder approval of any amendment to the 2019 Plan as required by applicable law or listing requirements. Unless sooner terminated by the Company’s Board of Directors, the 2019 Plan will automatically terminate on April 23, 2029. As of December 31, 2021, the Company had 138,926 shares available for future issuance under the 2019 Plan. Stock Options Activity for service-based stock options under the 2019 Plan is as follows: Number of Weighted Weighted Aggregate (In thousands) Balance at December 31, 2018 1,885,504 $ 1.57 9.07 $ 1,253 Options granted 932,639 15.87 — — Options exercised ( 194,279 ) 0.51 — — Options cancelled / forfeited ( 229,930 ) 21.09 — — Balance at December 31, 2019 2,393,934 $ 5.35 8.62 $ 121,593 Options granted 2,798,645 42.95 — — Options exercised ( 173,809 ) 7.38 — — Options cancelled / forfeited ( 228,443 ) 42.56 — — Balance at December 31, 2020 4,790,327 $ 25.47 8.69 $ 49,723 Options granted 1,436,116 35.20 — — Options exercised ( 531,190 ) 12.82 — — Options cancelled / forfeited ( 123,960 ) 47.09 — — Balance at December 31, 2021 5,571,293 $ 28.70 8.26 $ 15,687 Options vested and expected to vest to December 31, 2021 5,571,293 28.70 8.26 15,687 Options exercisable at December 31, 2021 2,232,953 $ 19.91 7.29 $ 11,984 Aggregate intrinsic value represents the difference between the Company’s estimated fair value of its common stock as of their respective balance sheet dates and the exercise price of outstanding options. The total intrinsic value of options exercised was $ 22,512,000 , $ 6,697,000 , and $ 887,000 for the years ended December 31, 2021, 2020, and 2019, respectively. The weighted-average grant date fair value of options granted during the years ended December 31, 2021, 2020, and 2019 was $ 25.66 , $ 31.21 , and $ 11.11 per share, respectively. The total estimated grant date fair value of options vested during the years ended December 31, 2021, 2020, and 2019 was $ 31.8 million, $ 10.5 million, and $ 1.2 million, respectively. In 2021, 2020 and 2019, the Company recogniz ed $ 26,140,000 , $ 14,267,000 , and $ 2,056,000 respectively, of stock-based compensation expense related to options granted to employees and non-employees. The compensation expense is allocated on a departmental basis, based on the classification of the option holder. No income tax benefits have been recognized in the statement of operations for stock-based compensation arrangements. As of December 31, 2021, total unamortized employee stock-based compensation was $ 79.3 million, which is expected to be recognized over the remaining estimated vesting period of 2.88 years. Performance Stock Options (“PSOs”) In December 2020, the Company granted 675,000 performance stock options (“PSOs”) under the Stock Incentive Plan to its executive and senior officers. Vesting for the options is performance based and is based on continued employment at the vesting date, with the options vesting in two installments if the Company’s average closing price in any 45 consecutive trading day period exceeds a certain amount per share prior to March 15, 2023 and March 15, 2024, respectively. PSOs represent a contingent right to purchase Common Stock upon achievement of specified market conditions. The Company recognized stock-based compensation expense of $ 3,713,000 and $ 203,000 in 2021 and 2020 respectively relating to these PSOs. The weighted-average grant date fair value of the PSOs granted during 2020 was $ 14.90 per share. As of December 31, 2021, total unamortized stock-based compensation related to PSOs was $ 6.1 million, which is expected to be recognized over the remaining estimated vesting period of 1.80 years. Total intrinsic value for PSOs outstanding was $ 0 as of December 31, 2021. The following table summarizes activity under the Company’s PSOs from the 2019 Plan and related information: Shares Subject Weighted Weighted average Balance at December 31, 2020 675,000 $ 29.60 9.94 Balance at December 31, 2021 675,000 29.60 8.94 Outstanding 675,000 $ 29.60 8.94 Vested — — — Stock-Based Compensation Expense The following table summarizes employee and non-employee stock-based compensation expense for the years ended December 31, 2021, 2020, and 2019 and the allocation within the statements of operations and comprehensive loss (in thousands): 2021 2020 2019 General and administrative expense $ 14,792 $ 7,441 $ 1,378 Research and development expense 15,061 7,029 678 Total stock-based compensation $ 29,853 $ 14,470 $ 2,056 The Company estimates the fair value of its service-based stock option awards utilizing the Black-Scholes option pricing model, which is dependent upon several variables, such as expected term, volatility, risk-free interest rate, and expected dividends. Each of these inputs is subjective and generally requires significant judgment to determine. Stock-based compensation is measured at the grant date based on the fair value of the award and is recognized as expense, over the requisite service period, which is generally the vesting period of the respective award. The Company recognizes compensation on a straight-line basis over the requisite vesting period for each award. Forfeitures are recognized as they occur. The following weighted average assumptions were used to calculate the fair value of stock-based compensation for the years ended December 31, 2021, 2020, and 2019: 2021 2020 2019 Expected volatility 87.56 % 86.69 % 80.19 % Expected dividend yield — % — % — % Expected term (in years) 6.23 6.23 6.25 Risk-free interest rate 1.15 % 0.80 % 1.90 % Expected Term — The Company has opted to use the “simplified method” for estimating the expected term of options, whereby the expected term equals the arithmetic a verage of the vesting term and the original contractual term of the option (generally 10 years). The expected term was estimated using the simplified method for employee stock options since the Company does not have adequate historical exercise data to estimate the expected term. Expected Volatility—Due to the Company’s limited operating history and a lack of company specific historical and implied volatility data, the Company has based its estimate of expected volatility on the historical volatility of its own stock and the stock of companies within its defined peer group. The historical volatility data was computed using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of the stock-based awards. Risk-Free Interest Rate — The risk-free rate assumption is based on the U.S. Treasury instruments with maturities similar to the expected term of the Company’s stock options. Expected Dividend — The Company has not issued any dividends in its history and does not expect to issue dividends over the life of the options and therefore has estimated the dividend yield to be zero . Fair value of Common Stock — The fair value of the shares of common stock underlying the stock-based awards has historically been determined by the board of directors, with input from management. Prior to the Company’s IPO, there has been no public market for the Company’s common stock, the board of directors determined the fair value of the common stock on the grant-date of the stock-based award by considering a number of objective and subjective factors, including enterprise valuations of the Company’s common stock performed by an unrelated third-party specialist, valuations of comparable companies, sales of the Company’s redeemable convertible preferred stock to unrelated third parties, operating and financial performance, the lack of liquidity of the Company’s capital stock, and general and industry-specific economic outlook. Subsequent to the IPO date, the board of directors uses the closing price of stock on the date of grant to determine the fair value. The board of directors intends all options granted to be exercisable at a price per share not less than the estimated per share fair value of common stock underlying those options on the date of grant. The Company estimated the grant date fair value of its market-based performance stock option awards granted during the year ended December 31, 2020 using a Monte Carlo Simulation method by applying the following assumptions: Expected share price volatility 95.0 % Contractual term, in years 10 Risk-free interest rate 0.90 % Employee Stock Purchase Plan On April 24, 2019, the Company’s Board of Directors adopted its 2019 Employee Stock Purchase Plan (“2019 ESPP”), which was subsequently approved by the Company’s stockholders and became effective on May 7, 2019, the day immediately prior to the effectiveness of the registration statement filed in connection with the IPO. The 2019 ESPP is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code (the “Code”) for U.S. employees. In addition, the 2019 ESPP authorizes grants of purchase rights that do not comply with Section 423 of the Code under a separate non-423 component for non-U.S. employees and certain non-U.S. service providers. The Company has reserved 832,421 shares of common stock for issuance under the 2019 ESPP. In addition, the number of shares reserved for issuance under the 2019 ESPP will be increased automatically on the first day of each fiscal year for a period of up to ten years , starting with the 2020 fiscal year, by a number equal to the lesser of: (i) 536,589 shares; (ii) 1 % of the shares of common stock outstanding on the last day of the prior fiscal year; or (iii) such lesser number of shares determined by the Company’s Board of Directors. The 2019 ESPP is expected to be implemented through a series of offerings under which participants are granted purchase rights to purchase shares of the Company’s common stock on specified dates during such offerings. The Company has not yet approved an offering under the 2019 ESPP. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 10. Related Party Transactions As described in Note 1, on February 10, 2020 , the Company issued and sold shares of common stock at a purchase price of $ 50.00 per share in a private placement. In the private placement, the Company issued and sold 30,000 shares of common stock for an aggregate purchase price of $ 1,500,000 to an entity affiliated with David A. Lamond, Chairman of the Company’s Board of Directors. In the first quarter of 2021, the Company entered into two agreements with LifeSci Advisors, LLC for non-capital advisory consulting services. The Company’s Interim Chief Executive Officer, Chief Financial Officer and Chief Operating Officer, Christopher Lowe, has an investment in a sister entity to LifeSci Advisors, LLC whose business is unrelated to the services being offered by LifeSci Advisors, LLC to the Company. For the year ended December 31, 2021, the Company has incurred total expenses of $ 586,000 related to these agreements. This is recorded in general and administrative expenses included in the Consolidated Statements of Operations and Comprehensive Loss. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11. Income taxes The components of the Company's loss before income taxes were as follows (in thousands): Year ended December 31, 2021 2020 2019 United States $ ( 87,907 ) $ ( 76,849 ) $ ( 36,980 ) International ( 2,038 ) — — Total $ ( 89,945 ) $ ( 76,849 ) $ ( 36,980 ) The Company did not record a provision (benefit) for income taxes for the years ended December 31, 2021, 2020, and 2019. The provision for income taxes differs from the amount expected by applying the federal statutory rate to the loss before taxes as follows: Year ended December 31, 2021 2020 2019 Federal statutory income tax rate 21.00 % 21.00 % 21.00 % State income taxes 0.96 0.55 - 1.12 Income tax credits 2.17 2.14 3.67 Stock based compensation 1.68 0.44 ( 0.13 ) Non-deductible expenses and others 0.26 — ( 0.25 ) Change in valuation allowance ( 26.07 ) ( 24.13 ) ( 23.17 ) — % — % — % As of December 31, 2021 and 2020, the components of the Company’s deferred tax assets are as follows (in thousands): Year ended December 31, 2021 2020 Deferred tax asset: Federal and State net operating loss carryforwards $ 44,933 $ 28,072 Stock based compensation 6,853 2,633 Other accruals 396 566 Tax credits 6,737 3,928 Gross deferred tax asset 58,919 35,199 Valuation allowance ( 58,611 ) ( 35,034 ) Total deferred tax assets 308 165 Deferred tax liabilities: Property and equipment ( 5 ) ( 14 ) Capitalized leases ( 303 ) ( 151 ) Gross deferred tax liabilities ( 308 ) ( 165 ) Net deferred tax assets $ — $ — Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (b) operating losses and tax credit carryforwards. The Company’s accounting for deferred taxes involves the evaluation of a number of factors concerning the realizability of its net deferred tax assets. The Company primarily considered such factors as its history of operating losses, the nature of the Company’s deferred tax assets, and the timing, likelihood and amount, if any, of future taxable income during the periods in which those temporary differences and carryforwards become deductible. At present, the Company does not believe that it is more likely than not that the deferred tax assets will be realized; accordingly, a full valuation allowance has been established and no deferred tax asset is shown in the accompanying balance sheets. The valuation allowance increased by approximately $ 23.6 million and $ 18.5 million and $ 8.5 million respectively for the years ended December 31, 2021, 2020, and 2019. At December 31, 2021, the Company has federal net operating loss carryforwards of approximately $ 207.9 million of which $ 192.0 million will not expire and $ 15.8 million begin expiring in 2034 . The Company also has state net operating loss carryforwards of approximately $ 16.3 million which begin to expire in 2034 . Additionally, the Company has federal tax credits of approximately $ 8.0 million which begin to expire in 2036 and state tax credits of approximately $ 2.3 million which do not expire. At December 31, 2021 and 2020, the Company had foreign net operating loss carryforwards of approximately $ 0.6 million and $ 0 million, respectively, which have no expiration date. Use of the net operating loss and credit carryforwards may be subject to a substantial annual limitation due to the ownership change provisions of U.S. tax law and similar state provisions. The annual limitation may result in the expiration of net operating losses and credits before use. Pursuant to the Internal Revenue Code, as amended (the “Code”) Sections 382 and 383, annual use of a company’s NOL and research and development credit carryforwards may be limited if there is a cumulative change in ownership of greater than 50 % within a three-year period. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. If limited, the related tax asset would be removed from the deferred tax asset schedule with a corresponding reduction in the valuation allowance. The Company has completed such an analysis pursuant to Sections 382 and 383 through December 31, 2020 and determined there was a change in control with an immaterial impact on the NOL available to offset future taxable income. The Company has reviewed the shareholder activity for the year ended December 31, 2021 and believe that no additional limitations have occurred. Uncertain Tax Positions The Company follows the provisions of the FASB ASC 740-10, Accounting for Uncertainty in Income Taxes. ASC 740-10 prescribes a comprehensive model for the recognition, measurement, presentation and disclosure in the consolidated financial statements of uncertain tax positions that have been taken or expected to be taken on a tax return. No liability related to uncertain tax positions is recorded in the consolidated financial statements due to the fact the liabilities have been netted against deferred attribute carryovers. It is the Company’s policy to include penalties and interest related to income tax matters in income tax expense The Company is subject to taxation in the United States and Australia. Because of the net operating loss and research credit carryforwards, all of the Company’s tax years, from 2013 to 2021 , remain open to U.S. federal, California, other state tax, and Australia examinations. There were no interest or penalties accrued at December 31, 2021, 2020, and 2019. The Company does not expect that our uncertain tax positions will materially change in the next twelve months. The additional uncertain tax benefits would not impact our effective tax rate to the extent that we continue to maintain a full valuation allowance against our deferred tax assets. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): Year ended December 31, 2021 2020 2019 Beginning balance $ 1,976 $ 1,059 $ 356 Additions for tax positions taken in a prior year — — 168 Additions for tax positions taken in a current year 1,273 917 535 Ending balance $ 3,249 $ 1,976 $ 1,059 On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") into law. The Company reviewed the aspects of this law as it relates to income taxes and concluded that the CARES Act did not have a material impact to the Company’s 2020 provision for income taxes. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 12. Net Loss per Share The following table sets forth the computation of basic and diluted net loss per share (in thousands except for share and per share amounts): December 31, 2021 2020 2019 Numerator: Net loss $ ( 89,945 ) $ ( 76,849 ) $ ( 36,980 ) Denominator: Weighted average common shares outstanding 29,718,506 29,176,232 19,031,940 Net loss per share, basic and diluted $ ( 3.03 ) $ ( 2.63 ) $ ( 1.94 ) The following outstanding potentially dilutive securities were excluded from the computation of diluted net loss per share for the periods presented because including them would have been antidilutive: December 31, 2021 2020 2019 Stock options issued and outstanding 5,571,293 4,790,327 2,393,934 Performance stock options 675,000 675,000 — 6,246,293 5,465,327 2,393,934 |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2021 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plan | Note 13. Employee Benefit Plan The Company sponsors a 401(k) defined contribution plan for its employees. This plan provides for pre-tax and post-tax contributions for all employees . Employee contributions are voluntary. Employees may contribute up to 100 % of their annual compensation to this plan, as limited by an annual maximum amount as determined by the Internal Revenue Service. The Company may match employee contributions, and may make profit sharing contributions, in amounts to be determined at the Company’s sole discretion. The Company made no contributions to the plan for the years ended December 31, 2021, 2020, and 2019 , respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14. Subsequent Events On February 1, 2022, the Board of Directors (the "Board") accepted the resignation of Casey C. Lynch as the chairperson of the board and as the president and Chief Executive Officer, effective as of January 28, 2022. As of the effective date of her resignation Ms. Lynch held 26,294 options that were unvested and would have vested in February 2022. In connection with Ms. Lynch’s resignation, the Board agreed to accelerate the vesting of the remaining 26,294 options, and extend the exercise period on 574,206 vested options currently held to January 28, 2023. Additionally as part of the severance agreement, the Company made a cash severance payment of $ 604,000 . On February 1, 2022, the Board accepted the resignation of Stephen S. Dominy M.D. as a director on the Board and as the Chief Scientific Officer, effective as of January 28, 2022. As of the effective date of his resignation Dr. Dominy held 9,230 options that were unvested and would have vested in February 2022. In connection with Dr. Dominy's resignation, the Board agreed to accelerate the vesting of the remaining 9,230 options, and extend the exercise period on 315,659 vested options currently held to January 28, 2023. Additionally as part of the severance agreement, the Company made a cash severance payment of $ 326,250 . |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Consolidation | Basis of Consolidation The accompanying consolidated financial statements include the accounts of Cortexyme, Inc. and its wholly-owned subsidiary. All intercompany balances and transactions have been eliminated upon consolidation. |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements and the notes thereto have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the instructions of the SEC on Form 10-K through the rules and interpretive releases of the SEC under federal securities law. |
Use of Estimates | Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses, as well as related disclosure of contingent assets and liabilities. The most significant estimates used in the Company’s consolidated financial statements relate to the determination of the fair value of common stock prior to the initial public offering, accruals for research and development costs, useful lives of long-lived assets, stock-based compensation and related assumptions, the incremental borrowing rate for leases and income tax uncertainties, including a valuation allowance for deferred tax assets; and contingencies. The Company bases its estimates on historical experience and on various other market specific and other relevant assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from the Company’s estimates. |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions The functional currency of the Company’s wholly-owned subsidiary is the Australian Dollar. Its financial results and financial position are translated into U.S. dollars using exchange rates at balance sheet dates for assets and liabilities and using average exchange rates for income and expenses. The resulting translation differences are presented as a separate component of accumulated other comprehensive income (loss), as a separate component of equity. Foreign currency transactions are translated into the functional currencies using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses, resulting from the settlement of such transactions and from the re-measurement of monetary assets and liabilities denominated in foreign currencies using exchange rates at balance sheet date and non-monetary assets and liabilities using historical exchange rates, are recognized in the consolidated statements of operations and comprehensive income. |
Risk and Uncertainties | Risk and Uncertainties The Company’s future results of operations involve a number of risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, uncertainty of results of clinical trials and reaching milestones, uncertainty of regulatory approval of the Company’s potential drug candidates, uncertainty of market acceptance of the Company’s drug candidates, competition from substitute products and larger companies, securing and protecting proprietary technology, strategic relationships and dependence on key individuals and sole source suppliers. The Company’s drug candidate will require approvals from the U.S. Food and Drug Administration (FDA) and comparable foreign regulatory agencies prior to commercial sales in their respective jurisdictions. There can be no assurance that any drug candidate will receive the necessary approvals. On January 25, 2022, the Company received a letter from the FDA Division of Neurology 1 placing a full clinical hold on atuzaginstat (COR388) IND. Other divisions of the FDA may impose a clinical hold on atuzaginstat (COR388) as the Company explores other indications for this drug, or otherwise limit the Company’s ability to proceed with other clinical programs in the Company's pipeline, which could have a materially adverse impact on the Company. In connection with the COVID-19 pandemic, governments have implemented significant measures, including closures, quarantines, travel restrictions and other social distancing directives, intended to control the spread of the virus. Companies have also taken precautions, such as requiring employees to work remotely, imposing travel restrictions, and temporarily closing businesses. To the extent that these restrictions remain in place, additional prevention and mitigation measures are implemented in the future or there is uncertainty about the effectiveness of these or any other measures to contain or treat COVID-19, there is likely to be a continuing, adverse impact on global economic conditions and consumer confidence and spending, which could materially and adversely affect the Company’s research and development, as well as operational activities. At this time, the Company continues to manage and mitigate potential disruptions to its research and future manufacturing and supply chain considerations. The Company has not experienced significant hinderances to its operations or material negative financial impacts as compared to prior periods. At this time, the extent to which the COVID-19 pandemic impacts the Company’s business will depend on future developments which are highly uncertain and cannot be predicted. |
Segments | Segments The Company operates and manages its business as one reportable and operating segment, which is the business of developing and commercializing therapeutics. The Company’s chief executive officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for purposes of allocating and evaluating financial performance. All long-lived assets are maintained in the United States of America. |
Cash, Cash Equivalents and Investments | Cash, Cash Equivalents and Investments The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. Cash equivalents include marketable securities. Management determines the appropriate classification of its investments in debt securities at the time of purchase and at the end of each reporting period. Investments with original maturities beyond three months at the date of purchase and which mature at, or less than twelve months from the balance sheet date are classified as short-term investments. Investments with a maturity beyond twelve months from the balance sheet date are classified as long-term investments. Collectively, cash equivalents, short-term investments and long-term investments are considered available-for-sale and are recorded at fair value. Unrealized gains and losses are recorded as a component of other comprehensive loss in the consolidated statements of operations and included as a separate component of consolidated statements of redeemable convertible preferred stock and stockholders’ equity (deficit). Realized gains and losses are included in interest income in the consolidated statements of operations and comprehensive loss. Premiums (discounts) are amortized (accreted) over the life of the related investment as an adjustment to yield using the straight-line interest method. Dividend and interest income are recognized when earned. These amounts are recorded in “interest income” in the statements of operations and comprehensive loss. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost and reduced by accumulated depreciation. Depreciation expense is recognized using the straight-line method over the estimated useful lives of the respective assets. Depreciation and amortization begin at the time the asset is placed in service. Maintenance and repairs are charged to expense as incurred, and improvements are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the balance sheet and any resulting gain or loss is reflected in operations in the period realized. The useful lives of property and equipment are as follows: Computer equipment 3 years Lab equipment 5 years Finance lease right of use assets Shorter of estimated useful life or lease term Leasehold improvement Shorter of estimated useful life or lease term Office furniture 3 years |
Concentration of Credit Risk | Concentration of Credit Risk Cash equivalents, short-term and long-term investments are financial instruments that potentially subject the Company to concentrations of credit risk. The Company invests in money market funds, repurchase agreements, treasury bills and notes, government bonds, commercial paper and corporate notes. The Company limits its credit risk associated with cash equivalents, short-term and long-term investments by placing them with banks and institutions it believes are highly credit worthy and in highly rated investments. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets, including property and equipment, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. An impairment charge would be recorded when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. Impairment, if any, is assessed using discounted cash flows or other appropriate measures of fair value. The Company did not recognize any impairment charges for the years ended December 31, 2021, 2020 and 2019 . |
Leases | Leases The Company adopted Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842) as of January 1, 2019 using the modified retrospective method. The results for years ended December 31, 2021, 2020, and 2019 are presented under ASC 842. The Company also elected the package of practical expedients under the transition guidance that will retain the historical lease classification and initial direct costs for any leases that existed prior to adoption of the new guidance and the practical expedient to not separate lease and non-lease components. The Company determines if an arrangement includes a lease at inception. Right-of-use lease assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. The right-of-use lease asset includes any lease payments made and excludes lease incentives. Incremental borrowing rate is used in determining the present value of future payments. The Company applies a portfolio approach to the property leases to apply an incremental borrowing rate to leases with similar lease terms. The lease terms may include options to extend or terminate the lease. The Company recognizes the options to extend the lease as part of the right-of-use lease assets and lease liabilities only if it is reasonably certain that the option would be exercised. Lease expense for minimum lease payments is recognized on a straight-line basis over the non-cancelable lease term. |
Research and Development Expenses | Research and Development Expenses Research and development costs are expensed as incurred. Research and development expenses consist primarily of personnel costs for the Company’s research and product development employees. Also included are non-personnel costs such as professional fees payable to third parties for preclinical and clinical studies and research services, laboratory supplies and equipment maintenance, product licenses, and other consulting costs. The Company estimates preclinical and clinical study and research expenses based on the services performed, pursuant to contracts with contract research organizations (“CROs”) that conduct and manage preclinical and clinical studies and research services on its behalf. Expenses related to clinical studies are based on estimates of the services received and efforts expended pursuant to contracts with many research institutions, clinical research organizations and other service providers that conduct and manage clinical studies on our behalf. The financial terms of these agreements are subject to negotiation and vary from contract to contract and may result in uneven payment flows. Generally, these agreements set forth the scope of work to be performed at a fixed fee or unit price. Payments under the contracts are mainly driven by time and materials incurred by these service providers. Payments made to third parties under these arrangements in advance of the performance of the related services by the third parties are recorded as prepaid expenses until the services are rendered. Expenses related to clinical studies are generally recorded based on the timing of when services that have been performed on the Company’s behalf by the service providers, clinical trial budgets and in accordance with the contracts and related amendments. The determination of timing involves reviewing open contracts and purchase orders, communicating with applicable personnel to identify the timing of when services that have been performed on the Company’s behalf and estimating the level of service performed and the associated cost incurred for the service when the Company has not yet been invoiced or otherwise notified of actual cost. The Company periodically confirms the accuracy of estimates with the service providers and makes adjustments if necessary. Examples of estimated clinical expenses include: • fees paid to Contract Research Organizations, or CROs, in connection with clinical studies; • fees paid to investigative sites in connection with clinical studies; • fees paid to contract manufacturers in connection with the production of clinical study materials; and • fees paid to vendors in connection with preclinical development activities. If the actual timing of the performance of services or the level of effort varies from the original estimates, the Company will adjust the prepaid or accrual accordingly. Payments associated with licensing agreements to acquire exclusive licenses to develop, use, manufacture and commercialize products that have not reached technological feasibility and do not have alternate commercial use are expensed as incurred. |
Patents Costs | Patent Costs The Company has no historical data to support a probable future economic benefit for the arising patent applications, filing and prosecution costs. Therefore, patent costs are expensed as incurred. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation arrangements with employees in accordance with Accounting Standards Codification (“ASC”) 718, Compensation—Stock Compensation. Stock-based awards granted include stock options with service-based vesting. ASC 718 requires the recognition of compensation expense, using a fair value-based method, for costs related to all stock-based payments. The Company’s determination of the fair value of stock options with service-based vesting on the date of grant utilizes the Black-Scholes option-pricing model and is impacted by its common stock price as well as other variables including: but not limited to, expected term that options will remain outstanding, expected common stock price volatility over the term of the option awards, risk-free interest rates and expected dividends. The fair value of a stock-based award is recognized over the period during which an optionee is required to provide services in exchange for the option award, known as the requisite service period (usually the vesting period) on a straight-line basis. Stock-based compensation expense is recognized based on the fair value determined on the date of grant and is reduced for forfeitures as they occur. The Company uses a Monte Carlo Simulation model to estimate the grant date fair value of stock option awards with market-based performance conditions. |
Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred Stock The Company recorded all shares of convertible preferred stock at their respective fair values less issuance costs on the dates of issuance. The convertible preferred stock was recorded outside of stockholders’ equity (deficit) because, in the event of certain deemed liquidation events considered not solely within the Company’s control, such as a merger, acquisition and sale of all or substantially all of the Company’s assets, the convertible preferred stock will become redeemable at the option of the holders. Additionally, holders with 60 % of majority had the right to demand redemption on or after May 23, 2025. In the event of a change of control of the Company, proceeds received from the sale of such shares would have been distributed in accordance with the liquidation preferences set forth in the Company’s Amended and Restated Certificate of Incorporation unless the holders of convertible preferred stock had converted their shares of convertible preferred stock into shares of common stock. The Company determined not to adjust the carrying values of the convertible preferred stock to the liquidation preferences of such shares because of the uncertainty of whether or when such an event would occur. In connection with the closing of the IPO, all of the Company’s outstanding shares of redeemable convertible preferred stock were automatically converted into 18,161,027 shares of common stock, and there are no shares of redeemable convertible preferred stock outstanding as of December 31, 2021 . |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method. Current income tax expense or benefit represents the amount of income taxes expected to be payable or refundable for the current year. Deferred income tax assets and liabilities are determined based on differences between the consolidated financial statement reporting and tax bases of assets and liabilities and net operating loss and credit carryforwards and are measured using the enacted tax rates and laws that will be in effect when such items are expected to reverse. Deferred income tax assets are reduced, as necessary, by a valuation allowance when management determines it is more likely than not that some or all of the tax benefits will not be realized. The Company accounts for uncertain tax positions in accordance with ASC 740-10, Accounting for Uncertainty in Income Taxes . The Company assesses all material positions taken in any income tax return, including all significant uncertain positions, in all tax years that are still subject to assessment or challenge by relevant taxing authorities. Assessing an uncertain tax position begins with the initial determination of the position’s sustainability and is measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. As of each balance sheet date, unresolved uncertain tax positions must be reassessed, and the Company will determine whether (i) the factors underlying the sustainability assertion have changed and (ii) the amount of the recognized tax benefit is still appropriate. The recognition and measurement of tax benefits requires significant judgment. Judgments concerning the recognition and measurement of a tax benefit might change as new information becomes available. The Company includes any penalties and interest expense related to income taxes as a component of other expense and interest expense, net, as necessary. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) The Company is required to report all components of comprehensive income (loss), including net loss, in the consolidated financial statements in the period in which they are recognized. Comprehensive income (loss) is defined as a change in equity of a business enterprise during a period, resulting from transactions and other events and circumstances from non-owner sources. The Company had unrealized gain from its available-for-sale securities during the years ended December 31, 2020 and 2019 and an unrealized loss from its available-for sale securities and cumulative translation adjustment during the year ended December 31, 2021, which are considered other comprehensive income (loss). |
Net Loss per Share | Net Loss per Share Basic net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding during the period, without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common shares and common share equivalents of potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share calculation, redeemable convertible preferred stock, warrants and common stock options are considered to be potentially dilutive securities. Because the Company reported a net loss for the years ended December 31, 2021, 2020 and 2019 , and the inclusion of the potentially dilutive securities would be antidilutive, diluted net loss per share is the same as basic net loss per share for both periods. |
Recently Accounting Pronouncements Adopted and Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Adopted In August 2018, the F inancial Accounting Standards Board ("FASB") issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. The new guidance changes disclosure requirements related to fair value measurements as part of the disclosure framework project. The disclosure framework project aims to improve the effectiveness of disclosures in the notes to the consolidated financial statements by focusing on requirements that clearly communicate the most important information to users of the consolidated financial statements. The Company adopted this effective January 1, 2020 . The adoption of this pronouncement did no t have a material impact on its consolidated financial statements or disclosures. In August 2018, the FASB issued Accounting Standards Update (" ASU") No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40)”: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”), which clarifies the accounting for implementation costs in cloud computing arrangements. The Company adopted the standard prospectively on January 1, 2020 . The adoption of this pronouncement did no t have a material impact on its consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted The following are new accounting pronouncements that the Company is evaluating for future impacts on its consolidated financial statements: Financial Instruments—Credit Losses: In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments which amends the principles around the recognition of credit losses by mandating entities incorporate an estimate of current expected credit losses when determining the value of certain assets. The guidance also amends reporting around allowances for credit losses on available-for-sale marketable securities. In November 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815) and Leases (Topic 842): Effective Dates, which established that a one-time determination of the effective date for ASU 2016-13 would be based on the Company’s SEC reporting status as of November 15, 2019. The Company was a Smaller Reporting Company as defined by the SEC, and therefore, ASU 2016-13 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is evaluating the impact of the guidance on its consolidated financial statements. ASU 2021-10, Disclosures by Business Entities about Government Assistance In November 2021, the FASB issued ASU 2021-10, “Government Assistance (Topic 832)," which requires business entities to disclose information about transactions with a government that are accounted for by applying a grant or contribution model by analogy (for example, IFRS guidance in IAS 20 or guidance on contributions for not-for-profit entities in ASC 958-605). For transactions within scope, the new standard requires the disclosure of information about the nature of the transaction, including significant terms and conditions, as well as the amounts and specific financial statement line items affected by the transaction. The new guidance is effective for annual reporting periods beginning after December 15, 2021. The Company is evaluating the impact of the guidance on its financial statements. All other newly issued accounting pronouncements not yet effective have been deemed either immaterial or not applicable. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Useful Lives of Property and Equipment | The useful lives of property and equipment are as follows: Computer equipment 3 years Lab equipment 5 years Finance lease right of use assets Shorter of estimated useful life or lease term Leasehold improvement Shorter of estimated useful life or lease term Office furniture 3 years |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities to Fair Value Measurements on Recurring Basis | Financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used in such measurements by major security type as of December 31, 2021 and 2020 are presented in the following tables (in thousands): Fair Value Measurements at December 31, 2021 Total Level 1 Level 2 Level 3 Money market funds $ 15,954 $ 15,954 $ — $ — Certificates of Deposit 11,503 — 11,503 — Repurchase Agreements 13,500 — 13,500 — Corporate notes 38,397 — 38,397 — Government and agency notes 5,178 — 5,178 — Municipal notes 1,933 — 1,933 — Total $ 86,465 $ 15,954 $ 70,511 $ — Fair Value Measurements at December 31, 2020 Total Level 1 Level 2 Level 3 Money market funds $ 15,661 $ 15,661 $ — $ — Certificates of Deposit 30,765 — 30,765 — Repurchase Agreements 15,000 — 15,000 — Corporate notes 75,426 — 75,426 — Government notes 8,296 — 8,296 — Commercial Paper 3,446 — 3,446 — Total $ 148,594 $ 15,661 $ 132,933 $ — |
Cash, Cash Equivalents and In_2
Cash, Cash Equivalents and Investments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Values of Cash, Cash Equivalents, and Short-Term Investments Measured at Fair Value on Recurring Basis | The following tables categorize the fair values of cash, cash equivalents, short-term investments and long-term investments measured at fair value on a recurring basis on our balance sheets (in thousands): December 31, 2021 2020 Cash and cash equivalents: Cash $ 40,270 $ 35,690 Money market funds 15,954 15,661 Repurchase agreements 13,500 15,000 Certificates of deposit — 490 Total cash and cash equivalents $ 69,724 $ 66,841 Short-term investments: Certificates of deposit $ 6,928 $ 23,387 Municipal notes 1,283 2,365 Corporate notes 25,675 34,991 Government and agency notes 3,192 6,236 Total short-term investments $ 37,078 $ 66,979 Long-term investments Corporate notes $ 12,722 $ 40,435 Certificates of deposit 4,575 6,888 Municipal notes 650 1,081 Government and agency notes 1,986 2,060 Total long-term investments $ 19,933 $ 50,464 |
Summary of Available-for-Sale Securities | The following table summarizes the available-for-sale securities (in thousands): Fair Value Measurements at December 31, 2021 Amortized Unrealized Unrealized Fair Value Money market funds $ 15,954 $ — $ — $ 15,954 Certificates of Deposit 11,511 12 ( 20 ) 11,503 Repurchase Agreements 13,500 — — 13,500 Corporate notes 38,470 6 ( 79 ) 38,397 Government and agency notes 5,195 — ( 17 ) 5,178 Municipal notes 1,934 — ( 1 ) 1,933 Total cash equivalents and investments $ 86,564 $ 18 $ ( 117 ) $ 86,465 Classified as: Cash equivalents (maturities within 90 days) $ 29,454 Short-term investments (maturities within one year) 37,078 Long-term investments (maturities beyond 1 year) 19,933 Total cash equivalents and investments $ 86,465 Fair Value Measurements at December 31, 2020 Amortized Unrealized Unrealized Fair Value Money market funds $ 15,661 $ — $ — $ 15,661 Certificates of Deposit 30,603 162 — 30,765 Repurchase Agreements 15,000 — — 15,000 Corporate notes 75,298 183 ( 55 ) 75,426 Government notes 8,274 22 — 8,296 Commercial Paper 3,445 1 — 3,446 Total cash equivalents and investments $ 148,281 $ 368 $ ( 55 ) $ 148,594 Classified as: Cash equivalents (maturities within 90 days) $ 31,151 Short-term investments (maturities within one year) 66,979 Long-term investments (maturities beyond 1 year) 50,464 Total cash equivalents and investments $ 148,594 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Balance Sheet Components [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): December 31, 2021 2020 Prepaid expenses $ 333 $ 274 Prepaid insurance 1,144 964 Prepaid research and development expenses 1,899 2,110 Australia research and development refundable tax credit 1,128 — Other current assets 367 694 Total prepaid expenses and other current assets $ 4,871 $ 4,042 |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): December 31, 2021 2020 Computer equipment $ 53 $ 33 Lab equipment 528 405 Finance lease right of use assets 557 557 Leasehold improvement 58 21 Office furniture 26 26 Less: accumulated amortization and depreciation ( 959 ) ( 615 ) Property and equipment, net $ 263 $ 427 |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expense and other current liabilities consisted of the following (in thousands): December 31, 2021 2020 Personnel expenses $ 820 $ 2,415 Professional fees 462 141 Research and development expenses 7,108 10,603 Current portion of operating lease liabilities 741 238 Other 180 44 Total accrued expenses and other current liabilities $ 9,311 $ 13,441 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Supplemental Balance Sheet Information Related To Leases | Supplemental balance sheet information related to leases as follows (in thousands except lease terms and discount rates): December 31, 2021 December 31, 2020 Operating lease right of use asset, net $ 1,165 $ 674 Short-term operating lease liability 741 238 Long-term operating lease liability 420 208 $ 1,161 $ 446 Finance lease right of use asset 557 557 Finance lease accumulated amortization ( 557 ) ( 337 ) Total finance lease right of use asset, net $ — $ 220 Weighted average remaining lease term Operating leases 1.6 years 1.6 years Finance leases — years 0.9 years Weighted average discount rate Operating leases 1.87 % 2.10 % Finance leases — % — % Year ended December 31, Operating Lease 2022 757 2023 422 Total lease payments 1,179 Less: imputed interest ( 18 ) Total remaining lease liability 1,161 |
Summary of Lease Costs | Lease costs for the years ended December 31, 2021, 2020, and 2019 were approximately: Years ended December 31, 2021 2020 2019 Lease costs: Finance lease amortization of right of use assets $ 220 $ 230 $ 107 Operating lease costs 729 578 374 Short-term lease costs 66 92 11 Total lease costs $ 1,015 $ 900 $ 492 |
Common Stock and Common Stock_2
Common Stock and Common Stock Warrant (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Reserved Shares of Common Stock for Future Issuance | The Company had reserved shares of common stock for future issuance as follows: December 31, 2021 2020 Options issued and outstanding under the 2019 Stock Plan 6,246,293 5,465,327 Shares available for issuance under 2019 Stock Plan 138,926 269,353 Shares available for issuance under the Employee Stock Purchase Plan 832,421 536,989 Total 7,217,640 6,271,669 |
Equity Incentive Plans (Tables)
Equity Incentive Plans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Employee and Non-Employee Stock-Based Compensation Expense | The following table summarizes employee and non-employee stock-based compensation expense for the years ended December 31, 2021, 2020, and 2019 and the allocation within the statements of operations and comprehensive loss (in thousands): 2021 2020 2019 General and administrative expense $ 14,792 $ 7,441 $ 1,378 Research and development expense 15,061 7,029 678 Total stock-based compensation $ 29,853 $ 14,470 $ 2,056 |
Service Based Stock Options | |
Summary of Stock Options Activity | Activity for service-based stock options under the 2019 Plan is as follows: Number of Weighted Weighted Aggregate (In thousands) Balance at December 31, 2018 1,885,504 $ 1.57 9.07 $ 1,253 Options granted 932,639 15.87 — — Options exercised ( 194,279 ) 0.51 — — Options cancelled / forfeited ( 229,930 ) 21.09 — — Balance at December 31, 2019 2,393,934 $ 5.35 8.62 $ 121,593 Options granted 2,798,645 42.95 — — Options exercised ( 173,809 ) 7.38 — — Options cancelled / forfeited ( 228,443 ) 42.56 — — Balance at December 31, 2020 4,790,327 $ 25.47 8.69 $ 49,723 Options granted 1,436,116 35.20 — — Options exercised ( 531,190 ) 12.82 — — Options cancelled / forfeited ( 123,960 ) 47.09 — — Balance at December 31, 2021 5,571,293 $ 28.70 8.26 $ 15,687 Options vested and expected to vest to December 31, 2021 5,571,293 28.70 8.26 15,687 Options exercisable at December 31, 2021 2,232,953 $ 19.91 7.29 $ 11,984 |
Summary of Weighted Average Assumptions to Calculate the Fair Value of Stock-Based Compensation | The following weighted average assumptions were used to calculate the fair value of stock-based compensation for the years ended December 31, 2021, 2020, and 2019: 2021 2020 2019 Expected volatility 87.56 % 86.69 % 80.19 % Expected dividend yield — % — % — % Expected term (in years) 6.23 6.23 6.25 Risk-free interest rate 1.15 % 0.80 % 1.90 % |
Performance Stock Options | |
Summary of Stock Options Activity | The following table summarizes activity under the Company’s PSOs from the 2019 Plan and related information: Shares Subject Weighted Weighted average Balance at December 31, 2020 675,000 $ 29.60 9.94 Balance at December 31, 2021 675,000 29.60 8.94 Outstanding 675,000 $ 29.60 8.94 Vested — — — |
Market Based Performance Stock Options | |
Summary of Weighted Average Assumptions to Calculate the Fair Value of Stock-Based Compensation | The Company estimated the grant date fair value of its market-based performance stock option awards granted during the year ended December 31, 2020 using a Monte Carlo Simulation method by applying the following assumptions: Expected share price volatility 95.0 % Contractual term, in years 10 Risk-free interest rate 0.90 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss Before Income Taxes | The components of the Company's loss before income taxes were as follows (in thousands): Year ended December 31, 2021 2020 2019 United States $ ( 87,907 ) $ ( 76,849 ) $ ( 36,980 ) International ( 2,038 ) — — Total $ ( 89,945 ) $ ( 76,849 ) $ ( 36,980 ) |
Schedule of Provision for Income Taxes Differs From the Amount Expected by Applying the Federal Statutory Rate to Loss Before Taxes | The provision for income taxes differs from the amount expected by applying the federal statutory rate to the loss before taxes as follows: Year ended December 31, 2021 2020 2019 Federal statutory income tax rate 21.00 % 21.00 % 21.00 % State income taxes 0.96 0.55 - 1.12 Income tax credits 2.17 2.14 3.67 Stock based compensation 1.68 0.44 ( 0.13 ) Non-deductible expenses and others 0.26 — ( 0.25 ) Change in valuation allowance ( 26.07 ) ( 24.13 ) ( 23.17 ) — % — % — % |
Schedule of Components of Deferred Tax Assets | As of December 31, 2021 and 2020, the components of the Company’s deferred tax assets are as follows (in thousands): Year ended December 31, 2021 2020 Deferred tax asset: Federal and State net operating loss carryforwards $ 44,933 $ 28,072 Stock based compensation 6,853 2,633 Other accruals 396 566 Tax credits 6,737 3,928 Gross deferred tax asset 58,919 35,199 Valuation allowance ( 58,611 ) ( 35,034 ) Total deferred tax assets 308 165 Deferred tax liabilities: Property and equipment ( 5 ) ( 14 ) Capitalized leases ( 303 ) ( 151 ) Gross deferred tax liabilities ( 308 ) ( 165 ) Net deferred tax assets $ — $ — |
Schedule of Reconciliation of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): Year ended December 31, 2021 2020 2019 Beginning balance $ 1,976 $ 1,059 $ 356 Additions for tax positions taken in a prior year — — 168 Additions for tax positions taken in a current year 1,273 917 535 Ending balance $ 3,249 $ 1,976 $ 1,059 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of basic and diluted net loss per share (in thousands except for share and per share amounts): December 31, 2021 2020 2019 Numerator: Net loss $ ( 89,945 ) $ ( 76,849 ) $ ( 36,980 ) Denominator: Weighted average common shares outstanding 29,718,506 29,176,232 19,031,940 Net loss per share, basic and diluted $ ( 3.03 ) $ ( 2.63 ) $ ( 1.94 ) |
Schedule of Outstanding Potentially Dilutive Ordinary Shares Excluded from Calculation of Diluted Net Loss Per Share | The following outstanding potentially dilutive securities were excluded from the computation of diluted net loss per share for the periods presented because including them would have been antidilutive: December 31, 2021 2020 2019 Stock options issued and outstanding 5,571,293 4,790,327 2,393,934 Performance stock options 675,000 675,000 — 6,246,293 5,465,327 2,393,934 |
Organization - Additional Infor
Organization - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | May 13, 2019 | Feb. 29, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||
Entity incorporation date | 2012-06 | ||||
Proceeds from issuance of common stock, net of underwriting discounts and commissions and offering expenses | $ 0 | $ 0 | $ 77,827 | ||
Accumulated deficit | (236,599) | (146,654) | |||
Cash, cash equivalents, and short-term investments | 106,800 | ||||
Long term investments | $ 19,933 | $ 50,464 | |||
IPO | |||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||
Issuance of stock (in shares) | 5,073,800 | ||||
Public offering price per share | $ 17 | ||||
Proceeds from issuance of common stock, net of underwriting discounts and commissions and offering expenses | $ 77,800 | ||||
Conversion of redeemable convertible preferred stock to common stock | 18,161,027 | 18,161,027 | |||
Convertible redeemable preferred stock, shares outstanding | 0 | 0 | |||
Underwriters | |||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||
Issuance of stock (in shares) | 661,800 | ||||
Private Placement | |||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||
Issuance of stock (in shares) | 2,500,000 | ||||
Public offering price per share | $ 50 | ||||
Agreement date | Feb. 10, 2020 | ||||
Proceeds from issuance of common stock | $ 125,000 | ||||
Costs related to offering | $ 7,400 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | ||||
Dec. 31, 2021USD ($)Segmentshares | Jul. 31, 2021USD ($) | Dec. 31, 2020USD ($)shares | May 31, 2020USD ($) | May 13, 2019shares | |
Summary Of Significant Accounting Policies [Line Items] | |||||
Number of reportable segment | Segment | 1 | ||||
Number of operating segment | Segment | 1 | ||||
Operating lease asset | $ 1,165,000 | $ 44,000 | $ 674,000 | $ 172,000 | |
Short-term operating lease liability | 741,000 | 238,000 | |||
Long-term operating lease liabilities | 420,000 | 208,000 | |||
Accumulated deficit | $ (236,599,000) | $ (146,654,000) | |||
Percentage of holders demanded on redemption of stock | 60.00% | ||||
IPO | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Conversion of redeemable convertible preferred stock to common stock | shares | 18,161,027 | 18,161,027 | |||
Convertible redeemable preferred stock, shares outstanding | shares | 0 | 0 | |||
Accounting Standards Update 2018-03 | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | ||||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2020 | ||||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | false | ||||
Accounting Standards Update 2018-15 | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | ||||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2020 | ||||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | false |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Useful Lives of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Computer Equipment | |
Property Plant And Equipment [Line Items] | |
Useful lives of property and equipment | 3 years |
Lab Equipment | |
Property Plant And Equipment [Line Items] | |
Useful lives of property and equipment | 5 years |
Finance Lease Right of Use Assets | |
Property Plant And Equipment [Line Items] | |
Useful Estimated lives of property and equipment | Shorter of estimated useful life or lease term |
Leasehold Improvement | |
Property Plant And Equipment [Line Items] | |
Useful Estimated lives of property and equipment | Shorter of estimated useful life or lease term |
Office Furniture | |
Property Plant And Equipment [Line Items] | |
Useful lives of property and equipment | 3 years |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
Fair value assets level 1 to level 2 | $ 0 | $ 0 |
Fair value assets level 2 to level 1 | 0 | 0 |
Fair value assets transfers into level 3 | 0 | 0 |
Fair value assets transfers out of level 3 | $ 0 | $ 0 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | $ 86,465 | $ 148,594 |
Money Market Funds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 15,954 | 15,661 |
Certificates of Deposit | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 11,503 | 30,765 |
Repurchase Agreements | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 13,500 | 15,000 |
Corporate Notes | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 38,397 | 75,426 |
Government and Agency Notes | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 5,178 | 8,296 |
Municipal Notes | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 1,933 | |
Commercial Paper | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 3,446 | |
Level 1 | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 15,954 | 15,661 |
Level 1 | Money Market Funds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 15,954 | 15,661 |
Level 2 | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 70,511 | 132,933 |
Level 2 | Certificates of Deposit | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 11,503 | 30,765 |
Level 2 | Repurchase Agreements | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 13,500 | 15,000 |
Level 2 | Corporate Notes | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 38,397 | 75,426 |
Level 2 | Government and Agency Notes | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | 5,178 | 8,296 |
Level 2 | Municipal Notes | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | $ 1,933 | |
Level 2 | Commercial Paper | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Financial assets and liabilities | $ 3,446 |
Cash, Cash Equivalents and In_3
Cash, Cash Equivalents and Investments - Summary of Fair Values of Cash, Cash Equivalents, and Short-Term Investments Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | $ 69,724 | $ 66,841 |
Short term investments | 37,078 | 66,979 |
Long term investments | 19,933 | 50,464 |
Fair Value on Recurring | Cash | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 40,270 | 35,690 |
Fair Value on Recurring | Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 15,954 | 15,661 |
Fair Value on Recurring | Certificates of Deposit | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 0 | 490 |
Short term investments | 6,928 | 23,387 |
Long term investments | 4,575 | 6,888 |
Fair Value on Recurring | Repurchase Agreements | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 13,500 | 15,000 |
Fair Value on Recurring | Corporate Notes | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Short term investments | 25,675 | 34,991 |
Long term investments | 12,722 | 40,435 |
Fair Value on Recurring | Municipal Notes | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Short term investments | 1,283 | 2,365 |
Long term investments | 650 | 1,081 |
Fair Value on Recurring | Government and Agency Notes | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Short term investments | 3,192 | 6,236 |
Long term investments | $ 1,986 | $ 2,060 |
Cash, Cash Equivalents and In_4
Cash, Cash Equivalents and Investments - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |||
Weighted average remaining contractual maturities of available-for-sale securities | 9 months | ||
Realized gains or losses on the sale or maturity of available-for-sale securities | $ 0 | $ 0 | $ 0 |
Amounts reclassify out of accumulated other comprehensive income | $ 0 |
Cash, Cash Equivalents and In_5
Cash, Cash Equivalents and Investments - Summary of Available-for-Sale Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | $ 86,564 | $ 148,281 |
Unrealized Gains | 18 | 368 |
Unrealized Losses | (117) | (55) |
Financial assets and liabilities | 86,465 | 148,594 |
Cash equivalents (maturities within 90 days) | 29,454 | 31,151 |
Short-term investments (maturities within one year) | 37,078 | 66,979 |
Long-term investments (maturities beyond 1 year) | 19,933 | 50,464 |
Total cash equivalents and investments | 86,465 | 148,594 |
Money Market Funds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 15,954 | 15,661 |
Financial assets and liabilities | 15,954 | 15,661 |
Certificates of Deposit | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 11,511 | 30,603 |
Unrealized Gains | 12 | 162 |
Unrealized Losses | (20) | |
Financial assets and liabilities | 11,503 | 30,765 |
Repurchase Agreements | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 13,500 | 15,000 |
Financial assets and liabilities | 13,500 | 15,000 |
Corporate Notes | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 38,470 | 75,298 |
Unrealized Gains | 6 | 183 |
Unrealized Losses | (79) | (55) |
Financial assets and liabilities | 38,397 | 75,426 |
Government and Agency Notes | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 5,195 | 8,274 |
Unrealized Gains | 22 | |
Unrealized Losses | (17) | |
Financial assets and liabilities | 5,178 | 8,296 |
Municipal Notes | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 1,934 | |
Unrealized Losses | (1) | |
Financial assets and liabilities | $ 1,933 | |
Commercial Paper | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 3,445 | |
Unrealized Gains | 1 | |
Financial assets and liabilities | $ 3,446 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Prepaid Expense And Other Assets Current [Abstract] | ||
Prepaid expenses | $ 333 | $ 274 |
Prepaid insurance | 1,144 | 964 |
Prepaid research and development expenses | 1,899 | 2,110 |
Deferred Tax Assets, Tax Credit Carryforwards, Foreign | 1,128 | 0 |
Other current assets | 367 | 694 |
Total prepaid expenses and other current assets | $ 4,871 | $ 4,042 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Less: accumulated amortization and depreciation | $ (959) | $ (615) |
Property and equipment, net | 263 | 427 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 53 | 33 |
Lab Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 528 | 405 |
Finance Lease Right of Use Assets | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 557 | 557 |
Leasehold Improvement | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 58 | 21 |
Office Furniture | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 26 | $ 26 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Prepaid Expense And Other Assets Current [Abstract] | |||
Reductions in research and development expense | $ 1,100,000 | $ 0 | $ 0 |
Depreciation | $ 344,000 | $ 332,000 | $ 188,000 |
Balance Sheet Components - Sc_3
Balance Sheet Components - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued Liabilities Current [Abstract] | ||
Personnel expenses | $ 820 | $ 2,415 |
Professional fees | 462 | 141 |
Research and development expenses | 7,108 | 10,603 |
Current portion of operating lease liabilities | 741 | 238 |
Other | 180 | 44 |
Total accrued expenses and other current liabilities | $ 9,311 | $ 13,441 |
Leases - Additional Information
Leases - Additional Information (Details) | 1 Months Ended | 12 Months Ended | ||||||
Jul. 31, 2021USD ($) | May 31, 2020USD ($) | May 31, 2019USD ($) | Jun. 30, 2018USD ($)ft²shares | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | May 13, 2019 | |
Lessee Lease Description [Line Items] | ||||||||
Renewal options | false | |||||||
Operating lease payments | $ 1,300,000 | $ 0 | $ 0 | |||||
Repurchase option percentage | 100.00% | |||||||
Operating leases period | 3 years | |||||||
Operating lease payments paid for additional space | $ 63,000 | |||||||
Operating lease termination month and year | 2021-07 | 2021-07 | ||||||
Operating lease liability | $ 172,000 | $ 0 | $ 1,161,000 | $ 446,000 | ||||
Operating lease asset | $ 44,000 | $ 172,000 | 1,165,000 | 674,000 | ||||
Security deposit paid | 105,000,000 | |||||||
Operating lease liability | 420,000 | 208,000 | ||||||
Future rent expense | 1,100,000 | |||||||
Depreciation expense of finance lease right-of-use asset | $ 220,000 | $ 230,000 | $ 107,000 | |||||
Minimum | ||||||||
Lessee Lease Description [Line Items] | ||||||||
Finance lease amortized period on equipment service | 20 months | |||||||
Maximum | ||||||||
Lessee Lease Description [Line Items] | ||||||||
Operating lease remaining term on a straight-line basis | 19 months | |||||||
Finance lease amortized period on equipment service | 34 months | |||||||
San Diego, California | ||||||||
Lessee Lease Description [Line Items] | ||||||||
Lease agreement period | 3 years | |||||||
Operating lease payments | $ 337,000 | |||||||
Operating lease asset | 326,000 | |||||||
Operating lease liability | 317,000 | |||||||
Rent prepayment | 9,000 | |||||||
San Diego, California | Other Assets | ||||||||
Lessee Lease Description [Line Items] | ||||||||
Security deposit paid | $ 29,000 | |||||||
Series B Redeemable Convertible Preferred Stock | ||||||||
Lessee Lease Description [Line Items] | ||||||||
Lease agreement period | 3 years | |||||||
Renewal options | false | |||||||
Area under lease | ft² | 3,185 | |||||||
Shares issued | shares | 114,437 | |||||||
Convertible preferred stock, fair value | $ 1,100,000 | |||||||
Series B Redeemable Convertible Preferred Stock | IPO | ||||||||
Lessee Lease Description [Line Items] | ||||||||
Conversion of redeemable convertible preferred stock to common stock ratio | 100.00% |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) | Dec. 31, 2021 | Jul. 31, 2021 | Dec. 31, 2020 | May 31, 2020 | May 31, 2019 |
Leases [Abstract] | |||||
Operating lease right-of-use assets, net | $ 1,165,000 | $ 44,000 | $ 674,000 | $ 172,000 | |
Short-term operating lease liability | $ 741,000 | $ 238,000 | |||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities | |||
Long-term operating lease liabilities | $ 420,000 | $ 208,000 | |||
Operating lease liability | 1,161,000 | 446,000 | 172,000 | $ 0 | |
Finance lease right of use asset | 557,000 | 557,000 | |||
Finance lease accumulated amortization | $ (557,000) | (337,000) | |||
Total finance lease right of use asset, net | $ 220,000 | ||||
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets Noncurrent | Other Assets Noncurrent | |||
Weighted average remaining lease term | |||||
Operating leases | 1 year 7 months 6 days | 1 year 7 months 6 days | |||
Finance leases | 10 months 24 days | ||||
Weighted average discount rate | |||||
Operating leases | 1.87% | 2.10% | |||
Finance leases | 0.00% | ||||
2022 | $ 757,000 | ||||
2023 | 422,000 | ||||
Total lease payments | 1,179,000 | ||||
Less: imputed interest | (18,000) | ||||
Operating lease liability | $ 1,161,000 | $ 446,000 | $ 172,000 | $ 0 |
Leases - Summary of Lease Costs
Leases - Summary of Lease Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Lease costs: | |||
Finance lease amortization of right of use assets | $ 220 | $ 230 | $ 107 |
Operating lease costs | 729 | 578 | 374 |
Short-term lease costs | 66 | 92 | 11 |
Total lease costs | $ 1,015 | $ 900 | $ 492 |
Common Stock and Common Stock_3
Common Stock and Common Stock Warrant - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Dec. 23, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2014 |
Subsidiary, Sale of Stock [Line Items] | ||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||
Common stock, par value | $ 0.001 | $ 0.001 | ||
Common stock, shares issued | 30,074,412 | 29,543,222 | ||
Common stock, shares outstanding | 30,074,412 | 29,543,222 | ||
Common stock, voting rights | Each share of common stock is entitled to one vote | |||
Warrants to purchase common stock | 27,941 | |||
Warrants to purchase common stock, per share | $ 0.03 | |||
Warrant expiration date | 2024-06 | |||
Warrant exercised month and year | 2019-05 | |||
Open Market Sales Agreement | Jefferies LLC | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds from issuance of common stock | $ 150 | |||
Issuance of stock (in shares) | 0 |
Common Stock and Common Stock_4
Common Stock and Common Stock Warrant - Schedule of Reserved Shares of Common Stock for Future Issuance (Details) - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Class Of Stock [Line Items] | ||
Total | 7,217,640 | 6,271,669 |
Options Issued And Outstanding Under The 2019 Stock Plan | ||
Class Of Stock [Line Items] | ||
Total | 6,246,293 | 5,465,327 |
Shares Available for Issuance Under 2019 Stock Plan | ||
Class Of Stock [Line Items] | ||
Total | 138,926 | 269,353 |
Shares Available for Issuance Under Employee Stock Purchase Plan | ||
Class Of Stock [Line Items] | ||
Total | 832,421 | 536,989 |
Equity Incentive Plans - Additi
Equity Incentive Plans - Additional Information (Details) | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2020USD ($)Installmentshares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock reserved for issuance | shares | 6,271,669 | 7,217,640 | 6,271,669 | |
Total intrinsic value of options exercised | $ 6,697,000 | $ 22,512,000 | $ 6,697,000 | $ 887,000 |
Weighted average grant date fair value of options granted | $ / shares | $ 25.66 | $ 31.21 | $ 11.11 | |
Total estimated grant date fair value of options vested | $ 31,800,000 | $ 10,500,000 | $ 1,200,000 | |
Stock-based compensation expense related to options granted | 29,853,000 | $ 14,470,000 | 2,056,000 | |
Income tax benefits recognized | 0 | |||
Unamortized employee stock-based compensation | $ 79,300,000 | |||
Unamortized employee stock-based compensation expected to recognized over remaining estimated vesting period | 2 years 10 months 17 days | |||
Dividend yield | 0.00% | |||
Arithmetic Average | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expected term | 10 years | |||
Performance Stock Options | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total intrinsic value of options exercised | $ 0 | |||
Weighted average grant date fair value of options granted | $ / shares | $ 14.90 | |||
Stock-based compensation expense related to options granted | 3,713,000 | $ 203,000 | ||
Unamortized employee stock-based compensation | $ 6,100,000 | |||
Unamortized employee stock-based compensation expected to recognized over remaining estimated vesting period | 1 year 9 months 18 days | |||
Options granted | shares | 675,000 | |||
Number of installments | Installment | 2 | |||
Number of consecutive trading days | 45 days | |||
Employees and Non-Employees | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense related to options granted | $ 26,140,000 | $ 14,267,000 | $ 2,056,000 | |
2019 Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Maximum aggregate number of shares that may be issued under the plan | shares | 7,388,054 | |||
Increase in number of shares available for issuance as proportion of shares of common stock | shares | 2,146,354 | |||
Percentage of common stock outstanding | 4.00% | |||
Common stock reserved for issuance | shares | 138,926 | |||
2019 ESPP | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Increase in number of shares available for issuance as proportion of shares of common stock | shares | 536,589 | |||
Percentage of common stock outstanding | 1.00% | |||
Common stock reserved for issuance | shares | 832,421 | |||
Maximum period for common stock shares reserved for future issuance | 10 years |
Equity Incentive Plans - Summar
Equity Incentive Plans - Summary of Activity for Service-based Stock Options (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Aggregate Intrinsic Value | $ 22,512,000 | $ 6,697,000 | $ 887,000 | |
Service Based Stock Options | 2019 Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Options and Unvested Shares, beginning balance | 4,790,327 | 2,393,934 | 1,885,504 | |
Number of Options and Unvested Shares, granted | 1,436,116 | 2,798,645 | 932,639 | |
Number of Options and Unvested Shares, exercised | (531,190) | (173,809) | (194,279) | |
Number of Options and Unvested Shares, Options cancelled / forfeited | (123,960) | (228,443) | (229,930) | |
Number of Options and Unvested Shares, ending balance | 5,571,293 | 4,790,327 | 2,393,934 | 1,885,504 |
Number of Options and Unvested Shares, vested and expected to vest | 5,571,293 | |||
Number of Options and Unvested Shares, exercisable | 2,232,953 | |||
Weighted Average Exercise Price, beginning balance | $ 25.47 | $ 5.35 | $ 1.57 | |
Weighted Average Exercise Price, granted | 35.20 | 42.95 | 15.87 | |
Weighted Average Exercise Price, exercised | 12.82 | 7.38 | 0.51 | |
Weighted Average Exercise Price, cancelled/forfeited | 47.09 | 42.56 | 21.09 | |
Weighted Average Exercise Price, ending balance | 28.70 | $ 25.47 | $ 5.35 | $ 1.57 |
Weighted Average Exercise Price, vested and expected to vest | 28.70 | |||
Weighted Average Exercise Price, exercisable | $ 19.91 | |||
Weighted Average Remaining Contractual Life | 8 years 3 months 3 days | 8 years 8 months 8 days | 8 years 7 months 13 days | 9 years 25 days |
Weighted Average Remaining Contractual Life, vested and expected to vest | 8 years 3 months 3 days | |||
Weighted Average Remaining Contractual Life, exercisable | 7 years 3 months 14 days | |||
Aggregate Intrinsic Value | $ 15,687,000 | $ 49,723,000 | $ 121,593,000 | $ 1,253,000 |
Aggregate Intrinsic Value, vested and expected to vest | 15,687,000 | |||
Aggregate Intrinsic Value, exercisable | $ 11,984,000 |
Equity Incentive Plans - Summ_2
Equity Incentive Plans - Summary of Activity Under Performance Stock Options (Details) - $ / shares | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Weighted Average Exercise Price, Options Granted | $ 25.66 | $ 31.21 | $ 11.11 | |
Performance Stock Options | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share Based Compensation Arrangement By Share Based Payment Award Options Grants In Period Gross | 675,000 | |||
Weighted Average Exercise Price, Options Granted | $ 14.90 | |||
2019 Plan | Performance Stock Options | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares Subject to Outstanding PSOs, Beginning Balance | 675,000 | |||
Shares Subject to Outstanding PSOs, Ending Balance | 675,000 | 675,000 | 675,000 | |
Shares Subject to Outstanding PSOs, Outstanding | 675,000 | |||
Weighted Average Exercise Price, Beginning Balance | $ 29.60 | |||
Weighted Average Exercise Price, Ending Balance | $ 29.60 | 29.60 | $ 29.60 | |
Weighted Average Exercise Price, Outstanding | $ 29.60 | |||
Weighted Average Remaining Contractual Life | 8 years 11 months 8 days | 9 years 11 months 8 days |
Equity Incentive Plans - Summ_3
Equity Incentive Plans - Summary of Employee and Non-Employee Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total stock-based compensation | $ 29,853 | $ 14,470 | $ 2,056 |
General and Administrative Expense | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total stock-based compensation | 14,792 | 7,441 | 1,378 |
Research and Development Expense | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total stock-based compensation | $ 15,061 | $ 7,029 | $ 678 |
Equity Incentive Plans - Summ_4
Equity Incentive Plans - Summary of Weighted Average Assumptions to Calculate the Fair Value of Stock-Based Compensation (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected dividend yield | 0.00% | ||
Service Based Stock Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected volatility | 87.56% | 86.69% | 80.19% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected term (in years) | 6 years 2 months 23 days | 6 years 2 months 23 days | 6 years 3 months |
Risk-free interest rate | 1.15% | 0.80% | 1.90% |
Market Based Performance Stock Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected volatility | 95.00% | ||
Expected term (in years) | 10 years | ||
Risk-free interest rate | 0.90% |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | Feb. 10, 2020USD ($)$ / sharesshares | Feb. 29, 2020USD ($)$ / sharesshares | Dec. 31, 2021USD ($) | Mar. 31, 2021Agreement |
LifeSci Advisors, LLC | Non Capital Advisory Consulting Services [Member] | ||||
Related Party Transaction [Line Items] | ||||
Number of agreement with related parties | Agreement | 2 | |||
Related party expenses | $ 586,000 | |||
Private Placement | ||||
Related Party Transaction [Line Items] | ||||
Agreement date | Feb. 10, 2020 | |||
Issuance of stock (in shares) | shares | 2,500,000 | |||
Proceeds from issuance of common stock | $ 125,000,000 | |||
Offering price per share | $ / shares | $ 50 | |||
Private Placement | David A. Lamond | ||||
Related Party Transaction [Line Items] | ||||
Agreement date | Feb. 10, 2020 | |||
Issuance of stock (in shares) | shares | 30,000 | |||
Proceeds from issuance of common stock | $ 1,500,000 | |||
Offering price per share | $ / shares | $ 50 |
Income Taxes - Schedule of Loss
Income Taxes - Schedule of Loss Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (87,907) | $ (76,849) | $ (36,980) |
International | (2,038) | ||
Total | $ (89,945) | $ (76,849) | $ (36,980) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes [Line Items] | |||
Deferred tax asset | $ 0 | $ 0 | |
Valuation allowances increased | 23,600 | 18,500 | $ 8,500 |
Liability related to uncertain tax positions | 0 | ||
Interest or penalties accrued | $ 0 | 0 | $ 0 |
Earliest Tax Year | California State Tax Examinations | |||
Income Taxes [Line Items] | |||
Open tax year | 2013 | ||
Latest Tax Year | California State Tax Examinations | |||
Income Taxes [Line Items] | |||
Open tax year | 2021 | ||
U.S. Federal | |||
Income Taxes [Line Items] | |||
Operating loss carryforwards | $ 207,900 | ||
Operating loss carryforwards, not subject to expiration | 192,000 | ||
Operating loss carryforwards, subject to expiration | $ 15,800 | ||
Operating loss carryforwards begin to expire | 2034 | ||
Tax credit carryforwards | $ 8,000 | ||
Tax credits carryforwards begin to expire | 2036 | ||
U.S. Federal | Earliest Tax Year | |||
Income Taxes [Line Items] | |||
Open tax year | 2013 | ||
U.S. Federal | Latest Tax Year | |||
Income Taxes [Line Items] | |||
Open tax year | 2021 | ||
State | |||
Income Taxes [Line Items] | |||
Operating loss carryforwards | $ 16,300 | ||
Operating loss carryforwards begin to expire | 2034 | ||
Tax credit carryforwards | $ 2,300 | ||
Foreign Tax Authority [Member] | |||
Income Taxes [Line Items] | |||
Operating loss carryforwards | $ 600 | $ 0 | |
Internal Revenue Code | |||
Income Taxes [Line Items] | |||
Period of cumulative change in ownership | 3 years | ||
Minimum | Internal Revenue Code | |||
Income Taxes [Line Items] | |||
Cumulative change in ownership percentage | 50.00% |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision for Income Taxes Differs From the Amount Expected by Applying the Federal Statutory Rate to Loss Before Taxes (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory income tax rate | 21.00% | 21.00% | 21.00% |
State income taxes | 0.96% | 0.55% | (1.12%) |
Income tax credits | 2.17% | 2.14% | 3.67% |
Stock based compensation | 1.68% | 0.44% | (0.13%) |
Non-deductible expenses and others | 0.26% | 0.00% | (0.25%) |
Change in valuation allowance | (26.07%) | (24.13%) | (23.17%) |
Effective income tax rate | 0.00% | 0.00% | 0.00% |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax asset: | ||
Federal and State net operating loss carryforwards | $ 44,933 | $ 28,072 |
Stock based compensation | 6,853 | 2,633 |
Other accruals | 396 | 566 |
Tax credits | 6,737 | 3,928 |
Gross deferred tax asset | 58,919 | 35,199 |
Valuation allowance | (58,611) | (35,034) |
Total deferred tax assets | 308 | 165 |
Deferred tax liabilities: | ||
Property and equipment | (5) | (14) |
Capitalized leases | (303) | (151) |
Gross deferred tax liabilities | (308) | (165) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Beginning balance | $ 1,976 | $ 1,059 | $ 356 |
Additions for tax positions taken in a prior year | 0 | 0 | 168 |
Additions for tax positions taken in a current year | 1,273 | 917 | 535 |
Ending balance | $ 3,249 | $ 1,976 | $ 1,059 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||
Net loss | $ (89,945) | $ (76,849) | $ (36,980) |
Denominator | |||
Weighted average common shares outstanding | 29,718,506 | 29,176,232 | 19,031,940 |
Net loss per share - basic and diluted | $ (3.03) | $ (2.63) | $ (1.94) |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Outstanding Potentially Dilutive Shares Excluded from Calculation of Diluted Net Loss Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from calculation of earnings per share, amount | 6,246,293 | 5,465,327 | 2,393,934 |
Stock Options Issued and Outstanding | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from calculation of earnings per share, amount | 5,571,293 | 4,790,327 | 2,393,934 |
Performance Stock Options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from calculation of earnings per share, amount | 675,000 | 675,000 | 0 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Compensation And Retirement Disclosure [Abstract] | |||
Percentage of employee contribution of their annual compensation | 100.00% | ||
Contributions | $ 0 | $ 0 | $ 0 |
Defined contribution plan name | 401(k) | ||
Defined Contribution Plan, Plan Name [Extensible List] | us-gaap:QualifiedPlanMember |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Subsequent Event - USD ($) $ in Thousands | Jan. 28, 2023 | Feb. 01, 2022 |
Casey C. Lynch | ||
Subsequent Event [Line Items] | ||
Options unvested, would have vested | 26,294 | 26,294 |
Vested options | 574,206 | |
Stephen S. Dominy | ||
Subsequent Event [Line Items] | ||
Options unvested, would have vested | 9,230 | 9,230 |
Vested options | 315,659 | |
Employee Severance | Casey C. Lynch | ||
Subsequent Event [Line Items] | ||
Severance Costs | $ 604,000 | |
Employee Severance | Stephen S. Dominy | ||
Subsequent Event [Line Items] | ||
Severance Costs | $ 326,250 |