Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 31, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-40646 | |
Entity Registrant Name | ABSCI CORP | |
Entity Incorporation, State | DE | |
Entity Tax Identification Number | 85-3383487 | |
Entity Address, Street | 18105 SE Mill Plain Blvd | |
Entity Address, City | Vancouver | |
Entity Address, State | WA | |
Entity Address, Postal Zip Code | 98683 | |
City Area Code | 360 | |
Local Phone Number | 949-1041 | |
Title of each class | Common Stock. $0.0001 par value | |
Trading Symbol(s) | ABSI | |
Name of each exchange on which registered | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 92,394,909 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001672688 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 107,324 | $ 252,569 |
Restricted cash | 15,020 | 10,513 |
Short-term investments | 73,988 | 0 |
Receivables under development arrangements, net | 210 | 1,425 |
Prepaid expenses and other current assets | 4,839 | 8,572 |
Total current assets | 201,381 | 273,079 |
Operating lease right-of-use assets | 5,597 | 6,538 |
Property and equipment, net | 55,466 | 52,114 |
Intangibles, net | 52,465 | 54,992 |
Goodwill | 21,335 | 21,335 |
Restricted cash, long-term | 1,852 | 16,844 |
Other long-term assets | 1,291 | 1,293 |
TOTAL ASSETS | 339,387 | 426,195 |
Current liabilities: | ||
Accounts payable | 1,858 | 8,385 |
Accrued expenses | 20,981 | 17,434 |
Long-term debt, current | 2,354 | 2,400 |
Operating lease obligations | 1,643 | 1,502 |
Financing lease obligations | 2,513 | 2,785 |
Deferred revenue | 679 | 1,353 |
Total current liabilities | 30,028 | 33,859 |
Long-term debt - net of current portion | 6,517 | 1,124 |
Operating lease obligations - net of current portion | 7,848 | 8,969 |
Finance lease obligations - net of current portion | 1,263 | 3,231 |
Deferred tax, net | 756 | 743 |
Other long-term liabilities | 33 | 12,162 |
TOTAL LIABILITIES | 46,445 | 60,088 |
Commitments (See Note 8) | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized as of September 30, 2022 and December 31, 2021; 0 shares issued and outstanding as of September 30, 2022 and December 31, 2021 | 0 | 0 |
Common stock, $0.0001 par value; 500,000,000 shares authorized as of September 30, 2022 and December 31, 2021; 92,884,775 and 92,648,036 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | 9 | 9 |
Additional paid-in capital | 569,365 | 557,136 |
Accumulated deficit | (276,458) | (191,025) |
Accumulated other comprehensive income (loss) | 26 | (13) |
TOTAL STOCKHOLDERS' EQUITY | 292,942 | 366,107 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 339,387 | $ 426,195 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares, issued (in shares) | 92,884,775 | 92,648,036 |
Common stock, shares, outstanding (in shares) | 92,884,775 | 92,648,036 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues | ||||
Technology development revenue | $ 2,004 | $ 1,390 | $ 3,094 | $ 2,922 |
Collaboration revenue | 365 | 149 | 1,096 | 408 |
Total revenues | 2,369 | 1,539 | 4,190 | 3,330 |
Operating expenses | ||||
Research and development | 15,525 | 10,730 | 47,593 | 28,820 |
Selling, general and administrative | 11,407 | 9,733 | 32,803 | 19,597 |
Depreciation and amortization | 3,404 | 2,218 | 9,451 | 3,895 |
Total operating expenses | 30,336 | 22,681 | 89,847 | 52,312 |
Operating loss | (27,967) | (21,142) | (85,657) | (48,982) |
Other income (expense) | ||||
Interest expense | (279) | (768) | (685) | (3,232) |
Other income (expense), net | 675 | (3,427) | 948 | (31,377) |
Total other income (expense), net | 396 | (4,195) | 263 | (34,609) |
Loss before income taxes | (27,571) | (25,337) | (85,394) | (83,591) |
Income tax (expense) benefit | 312 | 1,703 | (39) | 7,797 |
Net loss | (27,259) | (23,634) | (85,433) | (75,794) |
Cumulative undeclared preferred stock dividends | 0 | (242) | 0 | (2,284) |
Net loss applicable to common stockholders basic | (27,259) | (23,876) | (85,433) | (78,078) |
Net loss applicable to common stockholders diluted | $ (27,259) | $ (23,876) | $ (85,433) | $ (78,078) |
Net loss per share attributable to common stockholders: basic (usd per share) | $ (0.30) | $ (0.33) | $ (0.94) | $ (2.16) |
Net loss per share attributable to common stockholders: diluted (usd per share) | $ (0.30) | $ (0.33) | $ (0.94) | $ (2.16) |
Weighted-average common shares outstanding: basic (in shares) | 91,105,265 | 73,291,288 | 90,686,517 | 36,177,105 |
Weighted-average common shares outstanding: diluted (in shares) | 91,105,265 | 73,291,288 | 90,686,517 | 36,177,105 |
Comprehensive loss: | ||||
Net loss | $ (27,259) | $ (23,634) | $ (85,433) | $ (75,794) |
Foreign currency translation adjustments | (27) | (4) | (77) | (15) |
Unrealized gain on investments | 114 | 0 | 116 | 0 |
Comprehensive loss | $ (27,172) | $ (23,638) | $ (85,394) | $ (75,809) |
STATEMENTS OF CHANGES IN REDEEM
STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (UNAUDITED) - USD ($) $ in Thousands | Total | IPO | Preferred stock Redeemable Convertible Preferred Stock | Common Stock | Common Stock IPO | Additional Paid-In Capital | Additional Paid-In Capital IPO | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Beginning balance at Dec. 31, 2020 | $ 156,433 | ||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 13,752,043 | ||||||||
Increase (Decrease) in Temporary Equity | |||||||||
Issuance of Series E preferred stock, net of issuance costs | $ 4,944 | ||||||||
Issuance of Series E preferred stock, net of issuance costs (in shares) | 254,886 | ||||||||
Ending balance at Mar. 31, 2021 | $ 161,377 | ||||||||
Ending balance (in shares) at Mar. 31, 2021 | 14,006,929 | ||||||||
Beginning balance at Dec. 31, 2020 | $ (89,428) | $ 2 | $ 635 | $ (90,065) | $ 0 | ||||
Beginning balance (in shares) at Dec. 31, 2020 | 17,887,631 | ||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Issuance of restricted stock (in shares) | 703,425 | ||||||||
Stock-based compensation | 1,519 | 1,519 | |||||||
Issuance of shares in acquisition | 368 | 368 | |||||||
Issuance of shares in acquisition (in shares) | 1,010,296 | ||||||||
Net loss | (10,962) | (10,962) | |||||||
Ending balance at Mar. 31, 2021 | (98,503) | $ 2 | 2,522 | (101,027) | 0 | ||||
Ending balance (in shares) at Mar. 31, 2021 | 19,601,352 | ||||||||
Beginning balance at Dec. 31, 2020 | $ 156,433 | ||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 13,752,043 | ||||||||
Ending balance at Sep. 30, 2021 | $ 0 | ||||||||
Ending balance (in shares) at Sep. 30, 2021 | 0 | ||||||||
Beginning balance at Dec. 31, 2020 | (89,428) | $ 2 | 635 | (90,065) | 0 | ||||
Beginning balance (in shares) at Dec. 31, 2020 | 17,887,631 | ||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Foreign currency translation adjustments | (15) | ||||||||
Unrealized gain on investments | 0 | ||||||||
Net loss | (75,794) | ||||||||
Ending balance at Sep. 30, 2021 | 388,013 | $ 9 | 553,878 | (165,859) | (15) | ||||
Ending balance (in shares) at Sep. 30, 2021 | 92,557,233 | ||||||||
Beginning balance at Dec. 31, 2020 | $ 156,433 | ||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 13,752,043 | ||||||||
Ending balance at Dec. 31, 2021 | $ 0 | ||||||||
Ending balance (in shares) at Dec. 31, 2021 | 0 | ||||||||
Beginning balance at Dec. 31, 2020 | (89,428) | $ 2 | 635 | (90,065) | 0 | ||||
Beginning balance (in shares) at Dec. 31, 2020 | 17,887,631 | ||||||||
Ending balance at Dec. 31, 2021 | $ 366,107 | $ 9 | 557,136 | (191,025) | (13) | ||||
Ending balance (in shares) at Dec. 31, 2021 | 92,648,036 | 92,648,036 | |||||||
Beginning balance at Mar. 31, 2021 | $ 161,377 | ||||||||
Beginning balance (in shares) at Mar. 31, 2021 | 14,006,929 | ||||||||
Ending balance at Jun. 30, 2021 | $ 161,377 | ||||||||
Ending balance (in shares) at Jun. 30, 2021 | 14,006,929 | ||||||||
Beginning balance at Mar. 31, 2021 | $ (98,503) | $ 2 | 2,522 | (101,027) | 0 | ||||
Beginning balance (in shares) at Mar. 31, 2021 | 19,601,352 | ||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Issuance of shares under stock plans, net of shares withheld for tax payments | 69 | 69 | |||||||
Issuance of shares under stock plans, net of shares withheld for tax payments (in shares) | 62,613 | ||||||||
Stock-based compensation | 1,490 | 1,490 | |||||||
Issuance of shares in acquisition | 13,891 | 13,891 | |||||||
Issuance of shares in acquisition (in shares) | 2,212,208 | ||||||||
Foreign currency translation adjustments | (11) | (11) | |||||||
Net loss | (41,198) | (41,198) | |||||||
Ending balance at Jun. 30, 2021 | (124,262) | $ 2 | 17,972 | (142,225) | (11) | ||||
Ending balance (in shares) at Jun. 30, 2021 | 21,876,173 | ||||||||
Increase (Decrease) in Temporary Equity | |||||||||
Conversion of redeemable convertible preferred stock | $ (161,377) | ||||||||
Conversion of redeemable convertible preferred stock (in shares) | (14,006,929) | ||||||||
Ending balance at Sep. 30, 2021 | $ 0 | ||||||||
Ending balance (in shares) at Sep. 30, 2021 | 0 | ||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Stock-based compensation | 3,735 | 3,735 | |||||||
Issuance of common shares upon initial public offering, net of issuance costs of | $ 210,164 | $ 1 | $ 210,163 | ||||||
Issuance of common shares upon initial public offering, net of issuance costs of (in shares) | 14,375,000 | ||||||||
Conversion of convertible note | 155,722 | $ 1 | 155,721 | ||||||
Conversion of convertible note (in shares) | 9,732,593 | ||||||||
Conversion of redeemable convertible preferred stock | 161,377 | $ 5 | 161,372 | ||||||
Conversion of redeemable convertible preferred stock (in shares) | 46,266,256 | ||||||||
Conversion of warrant liability | 4,822 | 4,822 | |||||||
Foreign currency translation adjustments | (4) | (4) | |||||||
Issuance of shares upon warrant exercise | 93 | 93 | |||||||
Issuance of shares upon warrant exercise (in shares) | 307,211 | ||||||||
Foreign currency translation adjustments | (4) | ||||||||
Unrealized gain on investments | 0 | ||||||||
Net loss | (23,634) | (23,634) | |||||||
Ending balance at Sep. 30, 2021 | 388,013 | $ 9 | 553,878 | (165,859) | (15) | ||||
Ending balance (in shares) at Sep. 30, 2021 | 92,557,233 | ||||||||
Beginning balance at Dec. 31, 2021 | $ 0 | ||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | ||||||||
Ending balance at Mar. 31, 2022 | $ 0 | ||||||||
Ending balance (in shares) at Mar. 31, 2022 | 0 | ||||||||
Beginning balance at Dec. 31, 2021 | $ 366,107 | $ 9 | 557,136 | (191,025) | (13) | ||||
Beginning balance (in shares) at Dec. 31, 2021 | 92,648,036 | 92,648,036 | |||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Issuance of shares under stock plans, net of shares withheld for tax payments | $ 213 | 213 | |||||||
Issuance of shares under stock plans, net of shares withheld for tax payments (in shares) | 187,151 | ||||||||
Stock-based compensation | 3,680 | 3,680 | |||||||
Foreign currency translation adjustments | (10) | (10) | |||||||
Net loss | (29,494) | (29,494) | |||||||
Ending balance at Mar. 31, 2022 | 340,496 | $ 9 | 561,029 | (220,519) | (23) | ||||
Ending balance (in shares) at Mar. 31, 2022 | 92,835,187 | ||||||||
Beginning balance at Dec. 31, 2021 | $ 0 | ||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | ||||||||
Ending balance at Sep. 30, 2022 | $ 0 | ||||||||
Ending balance (in shares) at Sep. 30, 2022 | 0 | ||||||||
Beginning balance at Dec. 31, 2021 | $ 366,107 | $ 9 | 557,136 | (191,025) | (13) | ||||
Beginning balance (in shares) at Dec. 31, 2021 | 92,648,036 | 92,648,036 | |||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Foreign currency translation adjustments | $ (77) | ||||||||
Unrealized gain on investments | 116 | ||||||||
Net loss | (85,433) | ||||||||
Ending balance at Sep. 30, 2022 | $ 292,942 | $ 9 | 569,365 | (276,458) | 26 | ||||
Ending balance (in shares) at Sep. 30, 2022 | 92,884,775 | 92,884,775 | |||||||
Beginning balance at Mar. 31, 2022 | $ 0 | ||||||||
Beginning balance (in shares) at Mar. 31, 2022 | 0 | ||||||||
Ending balance at Jun. 30, 2022 | $ 0 | ||||||||
Ending balance (in shares) at Jun. 30, 2022 | 0 | ||||||||
Beginning balance at Mar. 31, 2022 | $ 340,496 | $ 9 | 561,029 | (220,519) | (23) | ||||
Beginning balance (in shares) at Mar. 31, 2022 | 92,835,187 | ||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Issuance of shares under stock plans, net of shares withheld for tax payments | 215 | 215 | |||||||
Issuance of shares under stock plans, net of shares withheld for tax payments (in shares) | 195,418 | ||||||||
Repurchase of common stock (in shares) | (249,618) | ||||||||
Stock-based compensation | 4,200 | 4,200 | |||||||
Foreign currency translation adjustments | (40) | (40) | |||||||
Unrealized gain on investments | 2 | 2 | |||||||
Other (in shares) | 1 | ||||||||
Net loss | (28,680) | (28,680) | |||||||
Ending balance at Jun. 30, 2022 | 316,193 | $ 9 | 565,444 | (249,199) | (61) | ||||
Ending balance (in shares) at Jun. 30, 2022 | 92,780,988 | ||||||||
Ending balance at Sep. 30, 2022 | $ 0 | ||||||||
Ending balance (in shares) at Sep. 30, 2022 | 0 | ||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Issuance of shares under stock plans, net of shares withheld for tax payments | 162 | 162 | |||||||
Issuance of shares under stock plans, net of shares withheld for tax payments (in shares) | 103,787 | ||||||||
Stock-based compensation | 3,759 | 3,759 | |||||||
Foreign currency translation adjustments | (27) | (27) | |||||||
Unrealized gain on investments | 114 | 114 | |||||||
Net loss | (27,259) | (27,259) | |||||||
Ending balance at Sep. 30, 2022 | $ 292,942 | $ 9 | $ 569,365 | $ (276,458) | $ 26 | ||||
Ending balance (in shares) at Sep. 30, 2022 | 92,884,775 | 92,884,775 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash Flows From Operating Activities | ||
Net loss | $ (85,433) | $ (75,794) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 9,451 | 3,895 |
Deferred income taxes | 13 | (7,797) |
Stock-based compensation | 11,516 | 7,376 |
Change in fair value of convertible promissory notes | 0 | 30,722 |
Change in fair value of contingent consideration | 750 | 0 |
Gain on extinguishment of loan payable | 0 | (636) |
Other | 103 | 4 |
Preferred stock warrant liability expense | 0 | 4,124 |
Changes in operating assets and liabilities: | ||
Receivables under development arrangements | 965 | 940 |
Prepaid expenses and other current assets | 3,436 | (8,472) |
Operating lease right-of-use assets and liabilities | (467) | 2,570 |
Other long-term assets | 0 | 110 |
Accounts payable | (1,224) | 1,545 |
Accrued expenses and other liabilities | (1,207) | (1,567) |
Deferred revenue | (674) | (539) |
Net cash used in operating activities | (62,771) | (43,519) |
Cash Flows From Investing Activities | ||
Purchases of property and equipment | (15,615) | (29,731) |
Acquisitions, net of cash acquired | (8,000) | (28,130) |
Investment in equity securities | 0 | (1,200) |
Investment in short-term investments | (73,853) | 0 |
Proceeds from property insurance settlements | 665 | 0 |
Net cash used in investing activities | (96,803) | (59,061) |
Cash Flows From Financing Activities | ||
Proceeds from issuance of redeemable convertible preferred units and stock, net of issuance costs | 0 | 4,944 |
Proceeds from issuance of long-term debt | 9,407 | 0 |
Principal payments on long-term debt | (4,086) | (1,000) |
Principal payments on finance lease obligations | (2,067) | (1,780) |
Proceeds from issuance of common stock, net of issuance costs | 590 | 210,325 |
Proceeds from issuance of convertible promissory notes | 0 | 125,000 |
Net cash provided by financing activities | 3,844 | 337,489 |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (155,730) | 234,909 |
Cash, cash equivalents and restricted cash - Beginning of year | 279,926 | 71,708 |
Cash, cash equivalents, and restricted cash - End of period | 124,196 | 306,617 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities | ||
Property and equipment purchased under finance lease | 0 | 4,313 |
Right-of-use assets obtained in exchange for operating lease obligation | 109 | 3,330 |
Cash paid for amounts included in the measurement of operating lease liabilities | 1,717 | 1,069 |
Property and equipment purchases included in accounts payable | $ 261 | $ 3,580 |
Organization and nature of oper
Organization and nature of operations | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and nature of operations | Organization and nature of operations Absci Corporation (the “Company”) has developed an integrated drug creation platform (the “Integrated Drug Creation Platform”) by merging deep learning artificial intelligence and synthetic biology. The Integrated Drug Creation Platform enables the creation of biologics by unifying the drug discovery and cell line development processes into one process. The Company was organized in the State of Oregon in August 2011 as a limited liability company and converted to a limited liability company (“LLC”) in Delaware in April 2016. In October 2020, the Company converted from a Delaware LLC to a Delaware corporation (the “LLC Conversion”). The Company’s headquarters are located in Vancouver, Washington. Authorized shares of common stock In June 2021, the Company’s board of directors (the “Board”) and stockholders increased the number of authorized shares of common stock to 78,320,000. Initial Public Offering In July 2021, we completed our initial public offering (the “IPO”) and issued 14.4 million shares of our common stock, including 1.9 million shares pursuant to the full exercise of the underwriters’ option to purchase additional shares, at a price of $16.00 per share and received net proceeds of $210.1 million from the IPO. Immediately prior to the completion of the IPO, all shares of redeemable convertible preferred stock then outstanding were converted into 46.3 million shares of common stock and all convertible notes issued in March 2021 were converted into 9.7 million shares of common stock. Amendments to Certificate of Incorporation or Bylaws In connection with the consummation of the IPO, the Company filed an amended and restated certificate of incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware. The Board and stockholders previously approved the Restated Certificate to be filed in connection with, and to be effective upon, the consummation of the IPO. The Restated Certificate amended and restated the Company’s existing amended and restated certificate of incorporation, as amended, in its entirety to, among other things: (i) authorize 500,000,000 shares of common stock; (ii) eliminate all references to the previously-existing series of preferred stock; (iii) authorize 10,000,000 shares of undesignated preferred stock that may be issued from time to time by the Board in one or more series; (iv) establish a classified board divided into three classes, with each class serving staggered three-year terms and (v) require the approval of holders of at least 75% of the voting power of the Company’s outstanding shares of voting stock to amend or repeal certain provisions of the Restated Certificate. Stock split On July 16, 2021, the Board and stockholders approved an amendment to the Company’s amended and restated certificate of incorporation to effect a forward stock split of the Company’s issued and outstanding common stock at a 3.3031-to-1 ratio, which was effected on July 19, 2021. The par value and convertible preferred stock were not adjusted as a result of the forward stock split. All issued and outstanding common stock, options to purchase common stock and units, and per share and unit amounts contained in the financial statements have been retroactively adjusted to reflect the forward stock split for all periods presented. The financial statements have also been retroactively adjusted to reflect a proportional adjustment to the conversion ratio for each series of preferred stock that was effected in connection with the forward stock split. Unaudited Interim Financial Information We prepared our interim condensed consolidated financial statements that accompany these notes in conformity with U.S. GAAP, consistent in all material respects with those applied in our Annual Report on Form 10-K for the year ended December 31, 2021. We have made estimates and judgments affecting the amounts reported in our condensed consolidated financial statements and the accompanying notes. The actual results that we experience may differ materially from our estimates. The interim financial information is unaudited and reflects all normal adjustments that are, in our opinion, necessary to provide a fair statement of results for the interim periods presented. This |
Summary of significant accounti
Summary of significant accounting policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | Summary of significant accounting policies Basis of presentation The condensed consolidated financial statements are prepared in accordance with U.S. GAAP as defined by the Financial Accounting Standards Board (“FASB”). The condensed consolidated financial statements include the Company’s wholly-owned subsidiaries and entities under its control. The Company has eliminated all intercompany transactions and accounts. Cash and cash equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents consist of deposits with commercial banks in checking and interest-bearing accounts, highly liquid money market funds, and U.S. Treasury securities. Investments The Company’s short-term investments include funds invested in highly liquid money market funds, U.S. Treasury securities and corporate debt securities with original maturities at the date of purchase greater than three months but less than one year. These investments are classified as available-for-sale debt securities, which are recorded at fair value based on quoted prices in active markets. If the estimated fair value of a debt security is below its amortized cost basis, the Company evaluates whether it is more likely than not that the Company will be required to sell the security before its anticipated recovery in market value and whether credit losses exist for the related securities. A credit loss exists if the present value of expected cash flows is less than the amortized cost basis of the security. Credit-related losses are recognized as an allowance for credit losses on the balance sheet with a corresponding adjustment to earnings. Unrealized gains and losses that are unrelated to credit deterioration are reported in accumulated other comprehensive income (loss). Purchase premiums and discounts are recognized as interest income using the interest method over the terms of the securities. Realized gains and losses, and declines in fair value deemed to be other than temporary, are reflected in our condensed consolidated statements of operations and comprehensive loss. The Company uses the specific identification method to compute gains and losses on investments. There have been no other material changes in the accounting policies from those disclosed in the audited consolidated financial statements and the related notes included in the Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on March 22, 2022. |
Revenue recognition
Revenue recognition | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue recognition | Revenue recognition Contract balances Contract assets are generated when contractual billing schedules differ from revenue recognition timing and the Company records a contract receivable when it has an unconditional right to consideration. As of September 30, 2022 and December 31, 2021, contract assets were $0.2 million and $0.6 million, respectively. Contract liabilities are recorded in deferred revenue when cash payments are received or due in advance of the satisfaction of performance obligations. As of September 30, 2022 and December 31, 2021, contract liabilities were $0.7 million and $1.4 million, respectively. During the three and nine months ended September 30, 2022, the Company recognized $0.4 million and $1.2 million, respectively, as revenue that had been included in deferred revenue at the beginning of the period. During the three and nine months ended September 30, 2021, the Company recognized $0.2 million and $1.3 million, respectively, as revenue that had been included in deferred revenue at the beginning of the period. KBI BioPharma, Inc. Collaboration agreement In December 2019, the Company executed a four-year Joint Marketing Agreement (“JMA”) with KBI BioPharma, Inc. (“KBI”) to co-promote technologies through joint marketing efforts. The JMA provides for a non-refundable upfront payment of $0.8 million and milestone payments of $2.8 million in the aggregate, of which $2.3 million had been received as of September 30, 2022, upon the achievement of specific milestones. Upfront payments that relate to ongoing collaboration efforts required throughout the contract term such as joint marketing are recognized ratably throughout the contract term. The Company fully constrains revenue associated with the milestone payments until the specified milestones are probable of achievement. Additionally, KBI is obligated to make royalty payments to the Company during the fourth year of the JMA representing a percentage of its sales generated through the arrangement. Any costs incurred to KBI through the duration of the JMA are recognized as a reduction to collaboration revenue in the period in which they are incurred. In September 2021, the JMA was amended to shorten the term to approximately three years, while all remaining payments, including potential royalty payments, were replaced with a one-time fee due from KBI in the amount of $0.3 million. The Company determined the remaining services were distinct from those provided prior to the modification and therefore recognizes the total remaining transaction price prospectively over the remaining contractual term. As of September 30, 2022 and December 31, 2021, deferred revenues related to the JMA were $0.1 million and $1.2 million, respectively. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions Acquisition of Denovium In January 2021, the Company completed its acquisition of the common stock of Denovium, Inc. (“Denovium”), an artificial intelligence deep learning company focused on protein discovery and design. The Company is integrating Denovium’s technology into its Integrated Drug Creation Platform. The acquisition has been accounted for as a business combination. Pursuant to the terms of the agreement, the Company acquired all outstanding equity of Denovium for estimated total consideration of $3.0 million, which consists of (in thousands): Cash consideration $ 2,670 Equity consideration 368 Total purchase consideration $ 3,038 Cash consideration included a $2.5 million upfront payment and a payment for working capital adjustments. In addition to the $2.5 million paid upfront, $2.5 million was placed into escrow subject to the continued service and/or employment of Denovium’s co-founders over a one-year period. This amount is not included in the total consideration and is accounted for as compensation expense over the one-year service period, and was included in current restricted cash and accrued expenses on the condensed consolidated balance sheet as of December 31, 2021. The $2.5 million deferred payment was disbursed from escrow in January 2022. The Company issued 1,010,296 shares of its common stock to the Denovium co-founders, of which 80% or 808,238 shares is subject to a Stock Restriction Agreement and vests monthly over a four-year term subject to a service condition. The fair value of these shares of $1.5 million will be recognized as compensation cost over the four-year service period. The remaining 20%, or 202,058 shares, vested immediately and is included in the total consideration. The following table summarizes the allocation of the purchase consideration to the fair value of the assets acquired and liabilities assumed (in thousands): Cash and cash equivalents $ 158 Accounts receivable 59 Other current assets 1 Intangible assets 2,507 Goodwill 1,055 TOTAL ASSETS 3,780 Accounts payable and accrued expenses 109 Deferred tax liability 633 TOTAL LIABILITIES 742 Fair value of net assets acquired and liabilities assumed $ 3,038 Goodwill arising from the acquisition of $1.1 million was attributable to the assembled workforce and expected synergies between the Integrated Drug Creation platform and the Denovium Engine. The goodwill is not deductible for tax purposes. As of December 31, 2021, the Company had fully completed the analysis to assign fair values to all assets acquired and liabilities assumed. The following table reflects the fair values of the identified intangible assets of Denovium and their respective weighted-average estimated amortization periods. Estimated Fair Value (in thousands) Estimated Amortization Period (years) Denovium Engine $ 2,507 5 $ 2,507 Acquisition of Totient On June 4, 2021, the Company entered into a merger agreement with Totient, Inc. (“Totient”), under which, at the effective time, a wholly owned entity, or Merger Sub, merged with Totient, with Merger Sub surviving as a wholly owned subsidiary of the Company. Pursuant to the merger agreement, at closing, Totient shareholders became eligible to receive an aggregate payment of $55.0 million in cash, of which $40.0 million in cash was paid at closing, subject to customary purchase price adjustments and escrow restrictions, and $15.0 million in cash shall be paid upon the achievement of specified milestones, and 2,212,208 shares of the Company’s common stock. The $40.0 million cash consideration included $8.0 million of deferred cash payment, due in one year. This amount was included in current restricted cash and accrued expenses on the condensed consolidated balance sheet as of December 31, 2021. The $8.0 million of deferred cash payment was disbursed from escrow in June 2022. All common stock issued is unrestricted, except for those shares granted to certain members of Totient’s management, of which 25% of the shares issued were vested upon the closing of the transaction and the remaining 75% will vest over 2.5 years, in six-month installments subject to their respective continuing service relationships with the Company. The following table summarizes the purchase price (in thousands): Estimated cash payment to Totient stockholders $ 35,368 (i) Estimated stock payment to Totient stockholders 13,891 (ii) Estimated cash payment contingent on achieving specified milestone 12,000 (iii) Total $ 61,259 (i) Pursuant to the merger agreement, the initial purchase price includes $40.0 million of cash adjusted for the agreed upon working capital value which includes the payment of Totient’s transaction and other expenses as well as payments to Totient stock option holders for the cancellation and extinguishment of Totient stock options. (ii) Pursuant to the merger agreement, 2,212,208 shares of common stock issued in payment to Totient stockholders with 1,282,747 vesting immediately and therefore included in the purchase price consideration. The remaining 929,461 shares will vest ratably, every six months over 5 equal installments of a 2.5 years service period and will be expensed over the service period. These shares are subject to stock restriction agreements that require certain former key Totient executives to maintain a continued service relationship with Absci throughout the service period. (iii) Represents the estimated fair value of the contingent consideration that is payable upon the achievement of the milestone of (A) Absci’s entering into one or more definitive commercialization agreements, or technology partnering or licensing agreements, or collaboration agreements, with third parties using, or related to, Totient’s technology, a target discovered or identified by using Totient’s technology, or a peptide, protein complex or amino acid sequence assembled using Totient’s technology, including any Totient product or enabled product, pursuant to which (I) Absci is entitled to receive at least $2.0 million in aggregate upfront cash or equity payments (provided, that the minimum upfront payment under any individual agreement shall be $1.0 million and (II) an option for a license or a license or similar right is granted to the third party; or (B) first commercial sale of a Totient product or enabled product. The fair value estimate is based on a probability-weighted approach and will be updated as we obtain more information. The $12.0 million of contingent consideration originally measured was adjusted to reflect the increased probability of achievement. As of September 30, 2022 the fair value is $12.8 million and is included in accrued expenses on the condensed consolidated balance sheet as of September 30, 2022. Changes in the contingent consideration liability fair value are reflected within research and development expenses on the condensed consolidated statement of operations and comprehensive loss. The following table summarizes the allocation of the estimated consideration to the identifiable assets and liabilities acquired by us as of June 4, 2021 (in thousands). Current assets: Cash and cash equivalents $ 1,751 Prepaid expenses and other current assets 189 Total current assets 1,940 Operating lease right-of-use assets 266 Property and equipment, net 118 Goodwill 20,280 (i) Intangible assets 54,600 (ii) Other long-term assets 23 TOTAL ASSETS 77,227 Current liabilities: Accounts payable 78 Accrued expenses 6,588 Operating lease obligations 122 Total current liabilities 6,788 Operating lease obligations - net of current portion 144 Deferred tax, net 9,012 Other long-term liabilities 24 TOTAL LIABILITIES 15,968 Fair value of net assets acquired and liabilities assumed $ 61,259 (i) Goodwill represents the excess of the estimated purchase price over the estimated fair value of Totient’s identifiable assets acquired and liabilities assumed. Goodwill also reflects the requirement to record deferred tax balances for the difference between the assigned values and the tax bases of assets acquired and liabilities assumed in the business combination. Goodwill is not deductible for tax purposes. (ii) The estimated fair value of and useful lives of the intangible assets acquired is as follows: Estimated fair value (in thousands) (i) Estimated useful lives (in years) (ii) Monoclonal antibody library $ 46,300 20 Developed software platform and the related methods patents 8,300 15 Total $ 54,600 (i) The estimated fair values were categorized within Level 3 of the fair value hierarchy and were determined using an income-based approach, which was based on the present value of the future estimated after-tax cash flows attributable to each intangible asset. The significant assumptions inherent in the development of the values, from the perspective of a market participant, include the amount and timing of projected future cash flows (including revenue, regulatory success and profitability), and the discount rate selected to measure the risks inherent in the future cash flows, which was between 18%-23%. These fair values are based on the most recent estimate of the fair value available and will be updated as we obtain more information. (ii) The estimate of the useful life was based on an analysis of the expected use of the asset by us, any legal, regulatory or contractual provisions that may limit the useful life, the effects of obsolescence, competition and other relevant economic factors, and consideration of the expected cash flows used to measure the fair value of the intangible asset. As of March 31, 2022, the Company had fully completed the analysis to assign fair values to all assets acquired and liabilities assumed and recorded no adjustments to the preliminary purchase price allocation in the nine months ended September 30, 2022. During the year ended December 31, 2021, the Company recorded adjustments to goodwill of $1.6 million primarily related to deferred taxes. The Company’s results of operations for the three and nine months ended September 30, 2022 include the operating results of Totient within the condensed consolidated statement of operations and comprehensive loss. The operating results of Totient are included within the condensed consolidated statement of operations and comprehensive loss from June 4, 2021 through September 30, 2021 for the three and nine months ended September 30, 2021. Acquisition costs of $0.9 million were included in the condensed consolidated statement of operations and comprehensive loss as selling, general and administrative for the nine months ended September 30, 2021. The financial information in the table below summarizes the combined results of operations of the Company and Totient on a pro forma basis, as though the companies had been combined as of January 1, 2020. These pro forma results were based on estimates and assumptions, which we believe are reasonable. The pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of our fiscal year 2020. The pro forma financial information includes adjustments to share-based compensation expense, amortization for acquired intangible assets, interest expense, and transaction costs, and related tax effects. The pro forma financial information for the three and nine months ended September 30, 2021 combines our results, which include the results of Totient subsequent to June 4, 2021, and the historical results for Totient for the periods prior to acquisition. The following table summarizes the pro forma financial information (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2021 2021 Net loss applicable to common stockholders and unitholders $ (25,579) $ (86,695) |
Investments
Investments | 9 Months Ended |
Sep. 30, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Investments | Investments Cash equivalents, marketable securities and deposits are classified as available-for-sale and are, therefore, recorded at fair value on the condensed consolidated balance sheet, with any unrealized gains and losses reported in accumulated other comprehensive income (loss), which is reflected as a separate component of stockholders’ equity in the Company’s condensed consolidated balance sheet, until realized. The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The amortized cost and fair value of investments are as follows (in thousands): September 30, 2022 Amortized cost Gross unrealized gains Gross unrealized losses Fair market value Assets Money market funds $ 1,476 $ — $ — $ 1,476 Certificates of deposit 27,560 — — 27,560 U.S. treasury bills 76,198 116 — 76,314 Total $ 105,234 $ 116 $ — $ 105,350 Classified as: Cash equivalents $ 31,362 Short-term investments 73,988 Long-term investments — Total $ 105,350 Investments held as of September 30, 2022 consist of cash equivalents with contractual maturities of three months or less and U.S. treasury bills with original maturities between four and six months. Proceeds and realized gains from maturities of U.S. treasury bills classified as cash equivalents were $50.0 million and |
Property and equipment, net
Property and equipment, net | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment, net | Property and equipment, net Property and equipment as of September 30, 2022 and December 31, 2021 consists of the following (in thousands): September 30, December 31, 2022 2021 Construction in progress $ 200 $ 933 Lab Equipment 35,257 27,776 Software 312 311 Furniture, Fixtures and Other 6,362 4,804 Leasehold Improvements 26,619 24,671 Total Cost 68,750 58,495 Less accumulated depreciation and amortization (13,284) (6,381) Property and equipment, net $ 55,466 $ 52,114 Depreciation expense was $2.6 million and $6.9 million for the three and nine months ended September 30, 2022, respectively. Depreciation expense was $1.4 million and $2.6 million for the three and nine months ended September 30, 2021, respectively. |
Long-term debt and other borrow
Long-term debt and other borrowings | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Long-term debt and other borrowings | Long-term debt and other borrowings Loan and Security Agreement (“LSA”) In June 2018, the Company signed a Loan and Security Agreement (“LSA”) with Bridge Bank (“Bank”), a di vision of Western Alliance Bank. The purpose of the LSA was to provide long-term financing to the Company through term loans available for borrowing in three tranches up to a maximum of $3.0 million through December 2019 upon the attainment of certain milestones as delineated in the LSA. The first tranche of $0.3 million was borrowed in 2018. Interest on outstanding borrowings under the LSA was charged at a rate of 6% per annum. This loan was secured by substantially all tangible assets of the Company; intellectual property was excluded from the secured collateral but was subject to a negative pledge in favor of the Bank. The Company was permitted to prepay all, but not less than all, of the term loans at any time upon 10 days written notice, with a prepayment premium beginning at 1.0% initially and declining to 0% after May 11, 2022. The Company was required to pay a final payment equal to 3% of the principal amount funded, which was payable upon the earliest to occur of (i) the maturity date, (ii) acceleration and (iii) the prepayment of the loan. The Company was required to pay a fee of 3.5% of the aggregate amount of term loans funded by Bank under the LSA within three business days of a sale or other disposition of substantially all of the Company’s assets, a merger or consolidation, a change in control or an initial public offering. This fee became payable upon completion of the Company’s IPO on July 26, 2021 and was paid during the year ended December 31, 2021. This loan was scheduled to originally mature in May 2022, at which time all outstanding principal and accrued and unpaid interest was due and payable. In March 2019, the Company entered into a first amendment to the LSA that increased total borrowings to $3.0 million and added a financial liquidity covenant. The amendment was accounted for as a debt modification and no gain or loss was recognized in the Company’s financial statements. In May 2020, the Company entered into a second amendment to the LSA that increased total borrowings to $5.0 million. The maturity date of the loan was extended to May 11, 2024. The amendment was accounted for as a debt modification and no gain or loss was recognized in the Company’s financial statements. As part of the second amendment, the Company paid a one-time amendment fee and a pro-rated final payment in connection with the amendment. The final payment represents an additional principal payment and is accounted for as a debt discount that will be accreted through the maturity date of the loan based on the effective interest method. The second amendment extended the term of the fee to May 11, 2030. In August 2020, the Company entered into a third amendment to the LSA that waived an event of default due to failure to meet a financial covenant. The amendment also expanded the definition of permitted indebtedness to include Payroll Protection Plan (“PPP”) loans, and modified financial and restrictive covenants. In February 2021, the Company entered into a fourth amendment to the LSA. This amendment gave effect to the Company’s conversion to a corporation and its purchase of Denovium, including permitting certain cash and equity consideration linked to continued employment and service requirements, and adding Denovium as co-borrower to the LSA. In June 2021, the Company entered into a fifth amendment to the LSA. This amendment modified the term loan’s maturity date to June 16, 2023. In February 2022, the Company entered into a sixth amendment to the LSA. This amendment modified various definitions and terms within the agreement, with no adjustments to the financial terms. In June 2022, the Company paid off the remaining $2.4 million outstanding balance of the LSA. Con vertible Note In March 2021, the Company entered into a Note Purchase Agreement to issue and sell $125.0 million convertible promissory notes (the “2021 Notes”) to certain investors. The 2021 Notes accrued interest at 6% per annum. Due to certain embedded features within the 2021 Notes, the Company elected to account for these notes, including all of their embedded features, under the fair value option. The Company has elected to recognize interest expense based on the 6% per annum coupon rate of the Notes, which was included in other long-term liabilities on the condensed consolidated balance sheet through the date of the IPO. Based on the terms of the agreement, the 2021 Notes converted at an 18% discount from the offering price to the public in the IPO. Prior to the conversion, the Company recorded a final fair value adjustment of the 2021 Notes using the Company's common stock price at the IPO. Immediately prior to the completion of the IPO, all outstanding principal under the 2021 Notes and the related accrued interest expense were converted into an aggregate of 9,732,593 shares of our common stock based on an initial public offering price of $16.00 per share. Equipment Financing In April and June 2022, the Company received a total of $9.4 million of proceeds from equipment financing arrangements with multiple financial institutions. Terms of the agreements require monthly payments over 42-48 month maturities with imputed interest rates ranging 8%-10%. All outstanding principal and accrued and unpaid interest are due and payable at maturity. These loans are secured by certain tangible assets of the Company and include certain financial liquidity covenants. The Company was in compliance with all applicable financial covenants as of September 30, 2022. Future undiscounted payments for the Company’s financing liabilities as of September 30, 2022 are as follows (in thousands): Years ending December 31: 2022 (three months remaining) $ 754 2023 3,019 2024 3,019 2025 2,617 2026 852 Thereafter — Total future payments 10,261 Less: Imputed interest (1,390) Total long-term debt $ 8,871 |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and contingenciesAs of September 30, 2022, future lease payments are secured by irrevocable standby letters of credit totaling $1.9 million. The irrevocable standby letters of credit are expected to be pledged for the full lease terms which extend through 2024 and 2028 for each of the Company’s facility leases.The Company is not currently party to any material claims or legal proceedings. At each reporting date, the Company evaluates whether or not a potential loss or a potential range of loss is both probable and reasonably estimable. |
Stock-based compensation
Stock-based compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based compensation | Stock-based compensation Prior to the LLC Conversion, the Company granted incentive units and phantom units under its 2015 Equity-Based Incentive Plan (“2015 Plan”) to employees and non-employee service providers. In October 2020, in conjunction with the LLC Conversion, the Company adopted the 2020 Stock Option and Grant Plan (“2020 Plan”) under which it granted stock options, restricted shares, and stock appreciation rights (“SARs”) as replacement awards for outstanding awards under the 2015 Plan and as new awards to incentivize employee service. Upon completion of the IPO, the Company adopted the 2021 Stock Option and Incentive Plan (“2021 Plan”). Total stock-based compensation expense related to all of the Company’s stock-based awards was recorded in the condensed consolidated statements of operations and comprehensive loss as follows (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Research and development 1,240 952 4,360 2,879 Selling, general and administrative 2,352 2,831 7,258 4,497 Total stock-based compensation expense $ 3,592 $ 3,783 $ 11,618 $ 7,376 Restricted Stock Upon the LLC Conversion, the outstanding 3,329,707 incentive units were exchanged for 2,671,907 restricted shares of common stock granted under the 2020 Plan based on a ratio determined by their threshold amount and the fair value of the restricted stock. The exchange was accounted for as a probable-to-probable modification (Type I modification), and the fair value of the restricted shares did not exceed the fair value of the incentive units on the date of exchange. Accordingly, the restricted shares are measured at the grant date fair value of the incentive units. Shares of restricted stock that do not vest are subject to our right of repurchase or forfeiture. In connection with its acquisitions of Denovium and Totient, the Company issued restricted shares of common stock that vest over time subject to continued service. Activity for the restricted shares is shown below: Number of shares Unvested as of December 31, 2021 2,585,670 Repurchased (249,618) Vested (646,606) Unvested as of September 30, 2022 1,689,446 As of September 30, 2022, there was $7.2 million of unrecognized compensation expense related to the restricted shares expected to be recognized over a remaining weighted-average period of 1.55 years. During the nine months ended September 30, 2022, the Company granted 68,175 shares of restricted stock units to certain employees and consultants under the 2021 Plan. As of September 30, 2022, 40,527 shares of these restricted stock units were outstanding and unvested. As of September 30, 2022, total unrecognized stock-based compensation related to these restricted stock units was $0.3 million, which the Company expects to recognize over a remaining weighted average period of 2.9 years. Phantom Units Phantom units generally vested at 25% after one-year with the remainder vesting quarterly over the following three-year period. Upon the occurrence of a liquidity event, 100% of phantom units would vest. A liquidity event for purposes of the phantom units meant either of the following events: (i) a person or persons acting as a group (other than a person or group that currently owns more than 50% of the voting power of the Company) acquires ownership of common units that, together with the common units held by such person or group, constitutes more than 50% of the voting power of all common units of the Company or (ii) a person or persons acting as a group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value of more than 60% of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions. Upon a liquidity event, the phantom unit holders were entitled to a payment equal to the fair value of common units less a strike price. The payment was to be made in the same form of consideration as received by other unit holders as a result of the liquidity event. Other than this payment upon a liquidity event, phantom units provided no economic value and they provided no voting rights. Due to the presence of an exercise condition that was contingent upon a liquidity event, the Company determined that it was not probable that the phantom units would become exercisable and no compensation expense has been recognized. Activity for the phantom units is shown below: Number of Units Weighted Average Strike Price Unvested as of December 31, 2020 1,202,435 $ 0.47 Granted — — Vested — — Exchange of Phantom Units for Cash Payment Rights, SARs, and/or Stock Options (1,202,435) $ 0.47 Unvested as of September 30, 2021 — $ — Following the LLC Conversion, the holders of phantom units were offered to exchange their awards for a combination of cash payment rights, SARs and/or stock options granted under the 2020 Plan. The exchange was accounted for as short-term inducement, with no accounting recognition prior to offer expiration in January 2021 as the exchange offer participants were able to modify their election through the expiration date. In January 2021, all participants accepted the offer. The exercisability of the SARs is contingent upon a liquidity event that is not probable of occurrence; accordingly, no compensation expense has been recognized for these awards. The stock options vest based on a service condition, generally over a 4-year term beginning with the vesting commencement date of the exchanged phantom units. The Company recognizes expense associated with the cash payment rights within stock-based compensation and began to make payments in February 2022 for vested rights. As cash payment rights continue to vest, payments are made monthly. The aggregate intrinsic value of the 394,736 SARs outstanding as of September 30, 2022 is $1.2 million based on the Company’s closing stock price of $3.13 per share as reported on the Nasdaq Global Select Market on such date. Stock Options Stock options generally vest 25% after one year from the date of the grant with the remainder vesting monthly over the following three-year period. Certain options have alternative vesting schedules including ratably over 2-4 years and immediate vesting. The Company recognizes forfeitures as they occur and uses the straight-line expense recognition method. Activity for stock options is shown below: Number of Options Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in Outstanding at December 31, 2021 7,757,401 $ 3.72 9.2 $ 40,939 Granted 5,321,384 6.48 Exercised (473,706) 1.28 Canceled/ Forfeited (2,021,245) 5.82 Expired (19,671) 2.77 Outstanding at September 30, 2022 10,564,163 4.82 8.2 7,267 Exercisable at September 30, 2022 3,027,480 $ 2.97 7.3 $ 4,075 Vested and expected to vest as of September 30, 2022 10,564,163 8.2 $ 7,267 The aggregate intrinsic value was calculated based on the estimated fair value of common stock of $3.13 per share. The weighted-average grant date fair value of stock options granted during the three and nine months ended September 30, 2022 was $2.05 and $3.79, respectively. The weighted-average grant date fair value of stock options granted during the three and nine months ended September 30, 2021 was $7.35 and $4.18, respectively. The grant date fair value of options vested during the three and nine months ended September 30, 2022 was $2.5 million and $8.2 million, respectively. The intrinsic value of options exercised, which represents the value of the Company’s common stock at the time of exercise in excess of the exercise price, was $2.0 million during the nine months ended September 30, 2022. As of September 30, 2022, total unrecognized stock-based compensation related to stock options was $26.5 million, which the Company expects to recognize over a remaining weighted average period of 3.0 years. Under the 2020 Plan and 2021 Plan, the Company has also granted a limited quantity of cash-settled SARs to certain employees and consultants based outside the United States. As of September 30, 2022, 134,687 of these SARs were outstanding with a weighted average exercise price of $5.75 per share. The fair value is remeasured at the end of each reporting period based on the Company’s stock price, with remeasurements reflected as an adjustment to compensation expense in the condensed consolidated statements of operations and comprehensive loss. As of September 30, 2022 and December 31, 2021, the Company had recognized $0.0 million and $0.1 million, respectively, classified within other long-term liabilities on the condensed consolidated balance sheets. Determination of Fair Value The estimated grant-date fair value of all the Company’s stock options was calculated using the Black-Scholes option pricing model, based on the following assumptions: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Expected term (in years) 5.9-6.9 6.1 5.5-7.0 3.5-6.1 Volatility 64%-65% 46% 63%-67% 45%-47% Risk-free interest rate 2.6%-3.3% 1%-1.1% 0.8%-3.3% 0.3%-1.3% Dividend Yield —% —% —% —% The fair value of each stock option was determined by the Company using the methods and assumptions discussed below. Each of these inputs is subjective and generally requires significant judgment and estimation by management. Expected Term—The expected term represents the period that stock-based awards are expected to be outstanding. The Company’s stock options do not have a contractual term. However, there is a constructive maturity of each stock option based on the expected exit or liquidity scenarios for the Company. The Company’s historical option exercise data is limited and did not provide a reasonable basis upon which to estimate an expected term. The expected term for options was derived by using the simplified method which uses the midpoint between the average vesting term and the contractual expiration period of the stock-based award. Expected Volatility—As we do not have sufficient trading history for our common stock, the expected volatility was derived from the historical stock volatilities of comparable peer public companies within the Company’s industry. These companies are considered to be comparable to the Company’s business over a period equivalent to the expected term of the stock-based awards. Risk-Free Interest Rate—The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the date of grant for zero coupon U.S. Treasury notes with maturities approximately equal to the stock options’ expected term. Expected Dividend Rate—The expected dividend is zero as the Company has not paid nor does it anticipate paying any dividends on its common stock underlying its stock options in the foreseeable future. The Company estimated the fair value of its common stock underlying the stock-based awards when performing fair value calculations using the Black-Scholes option pricing model. In June 2021, the Company increased the number of shares of common stock reserved for future issuance under the 2020 Plan to 11,980,029. In July 2021, upon the completion of IPO, the Company adopted the 2021 Plan. The number of shares of common stock initially reserved for future issuance under the 2021 Plan was 8,133,750. On January 1, 2022, the number of shares of common stock reserved for future issuance under the 2021 Plan was increased by 4,632,401 shares pursuant to an automatic annual increase. As of September 30, 2022, 9,796,776 shares were available for issuance under the 2021 Plan. Employee Stock Purchase Plan In July 2021, the Board adopted the 2021 Employee Stock Purchase Plan (“2021 ESPP”), which was subsequently approved by the Company’s stockholders and became effective in connection with the IPO. A total of 903,750 shares of common stock were reserved for issuance under the 2021 ESPP. The first offering period has not commenced as of September 30, 2022 and there is no stock-based compensation related to the 2021 ESPP for the period ended September 30, 2022. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Financial Accounting Standards Board (“FASB”) has defined fair value to establish a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices in active markets. Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly. Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. When quoted market prices are available in active markets, the fair value of assets and liabilities is estimated within Level 1 of the valuation hierarchy. If quoted prices are not available, then fair values are estimated by using pricing models, quoted prices of assets and liabilities with similar characteristics, or discounted cash flows, within Level 2 of the valuation hierarchy. In cases where Level 1 or Level 2 inputs are not available, the fair values are estimated by using inputs within Level 3 of the hierarchy. The following tables summarize the Company’s assets and liabilities measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 Level 1 Level 2 Level 3 Total Assets: Debt Securities: Money market funds $ 1,476 $ — $ — $ 1,476 Certificates of deposit 27,560 — — 27,560 U.S. treasury bills 76,314 — — 76,314 Equity Securities: Equity securities without RDFV — — 1,200 1,200 Total assets $ 105,350 $ — $ 1,200 $ 106,550 Liabilities: Contingent consideration $ — $ — $ 12,750 $ 12,750 Total liabilities $ — $ — $ 12,750 $ 12,750 December 31, 2021 Level 1 Level 2 Level 3 Total Assets Equity securities without RDFV $ — $ — $ 1,200 $ 1,200 Total assets $ — $ — $ 1,200 $ 1,200 Liabilities: Contingent consideration $ — $ — $ 12,000 $ 12,000 Total liabilities $ — $ — $ 12,000 $ 12,000 The following table provides reconciliation for all liabilities measured at fair value using significant unobservable inputs (Level 3) for the nine months ended September 30, 2022 (in thousands): Contingent consideration Total liabilities Balance at December 31, 2021 $ 12,000 $ 12,000 Change in fair value during 2022 750 750 Balance at September 30, 2022 $ 12,750 $ 12,750 We review trading activity and pricing for our available-for-sale securities as of the measurement date. The fair value of equity securities without readily determinable fair market values (“RDFV”) is determined based on cost, less any impairment, plus or minus changes in fair value resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. These securities are classified as Level 3 in the fair value hierarchy outlined above. The contingent consideration liability is related to the Totient acquisition and is included in accrued expenses on the condensed consolidated balance sheet as of September 30, 2022. The change in fair value of the contingent consideration liability is included within research and development expense on the condensed consolidated statement of operations for the nine months ended September 30, 2022. Refer to Note 4: Acquisitions for further information. There are significant judgments, assumptions and estimates inherent in the determination of the fair value of each of the instruments described above. In the future, depending on the valuation approaches used and the expected timing and weighting of each, the inputs described above, or other inputs, may have a greater or lesser impact on the Company’s estimates of fair value. |
Related party transactions
Related party transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related party transactions | Related Party TransactionsDuring the year ended December 31, 2021, Phoenix Venture Partners II, L.P. exercised a warrant to purchase 307,211 shares of the Company’s common stock at an exercise price of $0.3027 per share, resulting in total cash proceeds to the Company of $0.1 million. Zachariah Jonasson, a member of the Board, is a principal of Phoenix Venture Partners II, L.P. |
Net loss per share attributable
Net loss per share attributable to common stockholders | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net loss per share attributable to common stockholders | Net loss per share attributable to common stockholders Basic net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share amounts): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net loss $ (27,259) $ (23,634) $ (85,433) $ (75,794) Cumulative undeclared preferred stock dividends — (242) — (2,284) Net loss available to common stockholder $ (27,259) $ (23,876) $ (85,433) $ (78,078) Denominator: Weighted-average common shares outstanding 91,105,265 73,291,288 90,686,517 36,177,105 Net loss per share, basic and diluted $ (0.30) $ (0.33) $ (0.94) $ (2.16) The common stock issuable upon the conversion or exercise of the following dilutive securities has been excluded from the diluted net loss per share calculation because their effect would have been anti-dilutive. Diluted net loss per share, therefore, does not differ from basic net loss per share for the periods presented. Potentially dilutive securities not included in the calculation of diluted net loss per share because to do so would be anti-dilutive are as follows (in common stock equivalent shares): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Redeemable convertible preferred stock — 10,560,783 — 34,079,466 Redeemable convertible preferred stock warrants — 146,927 — 253,196 Stock options 11,125,698 7,949,582 10,471,807 5,880,640 Restricted stock units 52,942 — 50,056 — Unvested restricted stock 1,745,926 3,055,422 2,110,865 2,558,809 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income taxes The Company's effective income tax rate from continuing operations was 1.1% and 0.0% for the three and nine months ended September 30, 2022, respectively. The difference between the effective rate and the statutory rate is primarily attributed to the change in the valuation allowance against net deferred tax assets. The Company estimates an annual effective income tax rate based on projected results for the year and applies this rate to income before taxes to calculate income tax expense. When applicable, the income tax provision also includes adjustments for discrete tax items. Any refinements made due to subsequent information that affects the estimated annual effective income tax rate are reflected as adjustments in the current period. The Company recognizes the effect of income tax positions only if those positions are “more likely than not” of being sustained. As of September 30, 2022, the Company has $1.2 million of unrecognized tax benefits. Interest and penalties accrued on unrecognized tax benefits are recorded as tax expense within the condensed consolidated financial statements. The Company does not expect a significant increase or decrease to the total amounts of unrecognized tax benefits within the next twelve months. |
Subsequent events
Subsequent events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent events | Subsequent events |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The condensed consolidated financial statements are prepared in accordance with U.S. GAAP as defined by the Financial Accounting Standards Board (“FASB”). The condensed consolidated financial statements include the Company’s wholly-owned subsidiaries and entities under its control. The Company has eliminated all intercompany transactions and accounts. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents consist of deposits with commercial banks in checking and interest-bearing accounts, highly liquid money market funds, and U.S. Treasury securities. |
Investments | Investments The Company’s short-term investments include funds invested in highly liquid money market funds, U.S. Treasury securities and corporate debt securities with original maturities at the date of purchase greater than three months but less than one year. These investments are classified as available-for-sale debt securities, which are recorded at fair value based on quoted prices in active markets. If the estimated fair value of a debt security is below its amortized cost basis, the Company evaluates whether it is more likely than not that the Company will be required to sell the security before its anticipated recovery in market value and whether credit losses exist for the related securities. A credit loss exists if the present value of expected cash flows is less than the amortized cost basis of the security. Credit-related losses are recognized as an allowance for credit losses on the balance sheet with a corresponding adjustment to earnings. Unrealized gains and losses that are unrelated to credit deterioration are reported in accumulated other comprehensive income (loss). Purchase premiums and discounts are recognized as interest income using the interest method over the terms of the securities. Realized gains and losses, and declines in fair value deemed to be other than temporary, are reflected in our condensed consolidated statements of operations and comprehensive loss. The Company uses the specific identification method to compute gains and losses on investments. |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Consideration Transferred | Pursuant to the terms of the agreement, the Company acquired all outstanding equity of Denovium for estimated total consideration of $3.0 million, which consists of (in thousands): Cash consideration $ 2,670 Equity consideration 368 Total purchase consideration $ 3,038 The following table summarizes the purchase price (in thousands): Estimated cash payment to Totient stockholders $ 35,368 (i) Estimated stock payment to Totient stockholders 13,891 (ii) Estimated cash payment contingent on achieving specified milestone 12,000 (iii) Total $ 61,259 (i) Pursuant to the merger agreement, the initial purchase price includes $40.0 million of cash adjusted for the agreed upon working capital value which includes the payment of Totient’s transaction and other expenses as well as payments to Totient stock option holders for the cancellation and extinguishment of Totient stock options. (ii) Pursuant to the merger agreement, 2,212,208 shares of common stock issued in payment to Totient stockholders with 1,282,747 vesting immediately and therefore included in the purchase price consideration. The remaining 929,461 shares will vest ratably, every six months over 5 equal installments of a 2.5 years service period and will be expensed over the service period. These shares are subject to stock restriction agreements that require certain former key Totient executives to maintain a continued service relationship with Absci throughout the service period. (iii) Represents the estimated fair value of the contingent consideration that is payable upon the achievement of the milestone of (A) Absci’s entering into one or more definitive commercialization agreements, or technology partnering or licensing agreements, or collaboration agreements, with third parties using, or related to, Totient’s technology, a target discovered or identified by using Totient’s technology, or a peptide, protein complex or amino acid sequence assembled using Totient’s technology, including any Totient product or enabled product, pursuant to which (I) Absci is entitled to receive at least $2.0 million in aggregate upfront cash or equity payments (provided, that the minimum upfront payment under any individual agreement shall be $1.0 million and (II) an option for a license or a license or similar right is granted to the third party; or (B) first commercial sale of a Totient product or enabled product. The fair value estimate is based on a probability-weighted approach and will be updated as we obtain more information. The $12.0 million of contingent consideration originally measured was adjusted to reflect the increased probability of achievement. As of September 30, 2022 the fair value is $12.8 million and is included in accrued expenses on the condensed consolidated balance sheet as of September 30, 2022. Changes in the contingent consideration liability fair value are reflected within research and development expenses on the condensed consolidated statement of operations and comprehensive loss. |
Schedule of Assets and Liabilities Acquired | The following table summarizes the allocation of the purchase consideration to the fair value of the assets acquired and liabilities assumed (in thousands): Cash and cash equivalents $ 158 Accounts receivable 59 Other current assets 1 Intangible assets 2,507 Goodwill 1,055 TOTAL ASSETS 3,780 Accounts payable and accrued expenses 109 Deferred tax liability 633 TOTAL LIABILITIES 742 Fair value of net assets acquired and liabilities assumed $ 3,038 The following table summarizes the allocation of the estimated consideration to the identifiable assets and liabilities acquired by us as of June 4, 2021 (in thousands). Current assets: Cash and cash equivalents $ 1,751 Prepaid expenses and other current assets 189 Total current assets 1,940 Operating lease right-of-use assets 266 Property and equipment, net 118 Goodwill 20,280 (i) Intangible assets 54,600 (ii) Other long-term assets 23 TOTAL ASSETS 77,227 Current liabilities: Accounts payable 78 Accrued expenses 6,588 Operating lease obligations 122 Total current liabilities 6,788 Operating lease obligations - net of current portion 144 Deferred tax, net 9,012 Other long-term liabilities 24 TOTAL LIABILITIES 15,968 Fair value of net assets acquired and liabilities assumed $ 61,259 (i) Goodwill represents the excess of the estimated purchase price over the estimated fair value of Totient’s identifiable assets acquired and liabilities assumed. Goodwill also reflects the requirement to record deferred tax balances for the difference between the assigned values and the tax bases of assets acquired and liabilities assumed in the business combination. Goodwill is not deductible for tax purposes. (ii) The estimated fair value of and useful lives of the intangible assets acquired is as follows: |
Schedule Estimated Fair Values of the Identified Intangible Assets | The following table reflects the fair values of the identified intangible assets of Denovium and their respective weighted-average estimated amortization periods. Estimated Fair Value (in thousands) Estimated Amortization Period (years) Denovium Engine $ 2,507 5 $ 2,507 Estimated fair value (in thousands) (i) Estimated useful lives (in years) (ii) Monoclonal antibody library $ 46,300 20 Developed software platform and the related methods patents 8,300 15 Total $ 54,600 (i) The estimated fair values were categorized within Level 3 of the fair value hierarchy and were determined using an income-based approach, which was based on the present value of the future estimated after-tax cash flows attributable to each intangible asset. The significant assumptions inherent in the development of the values, from the perspective of a market participant, include the amount and timing of projected future cash flows (including revenue, regulatory success and profitability), and the discount rate selected to measure the risks inherent in the future cash flows, which was between 18%-23%. These fair values are based on the most recent estimate of the fair value available and will be updated as we obtain more information. (ii) The estimate of the useful life was based on an analysis of the expected use of the asset by us, any legal, regulatory or contractual provisions that may limit the useful life, the effects of obsolescence, competition and other relevant economic factors, and consideration of the expected cash flows used to measure the fair value of the intangible asset. |
Summary of Pro-forma Financial Information | The following table summarizes the pro forma financial information (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2021 2021 Net loss applicable to common stockholders and unitholders $ (25,579) $ (86,695) |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Amortized and Fair Value of our Investments | The amortized cost and fair value of investments are as follows (in thousands): September 30, 2022 Amortized cost Gross unrealized gains Gross unrealized losses Fair market value Assets Money market funds $ 1,476 $ — $ — $ 1,476 Certificates of deposit 27,560 — — 27,560 U.S. treasury bills 76,198 116 — 76,314 Total $ 105,234 $ 116 $ — $ 105,350 Classified as: Cash equivalents $ 31,362 Short-term investments 73,988 Long-term investments — Total $ 105,350 |
Property and equipment, net (Ta
Property and equipment, net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Components of Property and Equipment | Property and equipment as of September 30, 2022 and December 31, 2021 consists of the following (in thousands): September 30, December 31, 2022 2021 Construction in progress $ 200 $ 933 Lab Equipment 35,257 27,776 Software 312 311 Furniture, Fixtures and Other 6,362 4,804 Leasehold Improvements 26,619 24,671 Total Cost 68,750 58,495 Less accumulated depreciation and amortization (13,284) (6,381) Property and equipment, net $ 55,466 $ 52,114 |
Long-term debt and other borr_2
Long-term debt and other borrowings (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Long-term Debt | Future undiscounted payments for the Company’s financing liabilities as of September 30, 2022 are as follows (in thousands): Years ending December 31: 2022 (three months remaining) $ 754 2023 3,019 2024 3,019 2025 2,617 2026 852 Thereafter — Total future payments 10,261 Less: Imputed interest (1,390) Total long-term debt $ 8,871 |
Stock-based compensation (Table
Stock-based compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Allocation of Share based Compensation | Total stock-based compensation expense related to all of the Company’s stock-based awards was recorded in the condensed consolidated statements of operations and comprehensive loss as follows (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Research and development 1,240 952 4,360 2,879 Selling, general and administrative 2,352 2,831 7,258 4,497 Total stock-based compensation expense $ 3,592 $ 3,783 $ 11,618 $ 7,376 |
Schedule of Nonvested Share Activity | Activity for the restricted shares is shown below: Number of shares Unvested as of December 31, 2021 2,585,670 Repurchased (249,618) Vested (646,606) Unvested as of September 30, 2022 1,689,446 Activity for the phantom units is shown below: Number of Units Weighted Average Strike Price Unvested as of December 31, 2020 1,202,435 $ 0.47 Granted — — Vested — — Exchange of Phantom Units for Cash Payment Rights, SARs, and/or Stock Options (1,202,435) $ 0.47 Unvested as of September 30, 2021 — $ — |
Schedule of Stock Option Activity | Activity for stock options is shown below: Number of Options Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in Outstanding at December 31, 2021 7,757,401 $ 3.72 9.2 $ 40,939 Granted 5,321,384 6.48 Exercised (473,706) 1.28 Canceled/ Forfeited (2,021,245) 5.82 Expired (19,671) 2.77 Outstanding at September 30, 2022 10,564,163 4.82 8.2 7,267 Exercisable at September 30, 2022 3,027,480 $ 2.97 7.3 $ 4,075 Vested and expected to vest as of September 30, 2022 10,564,163 8.2 $ 7,267 |
Schedule of Determination of Fair Value | The estimated grant-date fair value of all the Company’s stock options was calculated using the Black-Scholes option pricing model, based on the following assumptions: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Expected term (in years) 5.9-6.9 6.1 5.5-7.0 3.5-6.1 Volatility 64%-65% 46% 63%-67% 45%-47% Risk-free interest rate 2.6%-3.3% 1%-1.1% 0.8%-3.3% 0.3%-1.3% Dividend Yield —% —% —% —% |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following tables summarize the Company’s assets and liabilities measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 Level 1 Level 2 Level 3 Total Assets: Debt Securities: Money market funds $ 1,476 $ — $ — $ 1,476 Certificates of deposit 27,560 — — 27,560 U.S. treasury bills 76,314 — — 76,314 Equity Securities: Equity securities without RDFV — — 1,200 1,200 Total assets $ 105,350 $ — $ 1,200 $ 106,550 Liabilities: Contingent consideration $ — $ — $ 12,750 $ 12,750 Total liabilities $ — $ — $ 12,750 $ 12,750 December 31, 2021 Level 1 Level 2 Level 3 Total Assets Equity securities without RDFV $ — $ — $ 1,200 $ 1,200 Total assets $ — $ — $ 1,200 $ 1,200 Liabilities: Contingent consideration $ — $ — $ 12,000 $ 12,000 Total liabilities $ — $ — $ 12,000 $ 12,000 |
Fair Value Using Significant Unobservable Inputs (Level 3) | The following table provides reconciliation for all liabilities measured at fair value using significant unobservable inputs (Level 3) for the nine months ended September 30, 2022 (in thousands): Contingent consideration Total liabilities Balance at December 31, 2021 $ 12,000 $ 12,000 Change in fair value during 2022 750 750 Balance at September 30, 2022 $ 12,750 $ 12,750 |
Net loss per share attributab_2
Net loss per share attributable to common stockholders (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Company’s Basic and Diluted Net Loss Per Share Attributable to Common Unitholders and Stockholders | The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share amounts): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net loss $ (27,259) $ (23,634) $ (85,433) $ (75,794) Cumulative undeclared preferred stock dividends — (242) — (2,284) Net loss available to common stockholder $ (27,259) $ (23,876) $ (85,433) $ (78,078) Denominator: Weighted-average common shares outstanding 91,105,265 73,291,288 90,686,517 36,177,105 Net loss per share, basic and diluted $ (0.30) $ (0.33) $ (0.94) $ (2.16) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Potentially dilutive securities not included in the calculation of diluted net loss per share because to do so would be anti-dilutive are as follows (in common stock equivalent shares): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Redeemable convertible preferred stock — 10,560,783 — 34,079,466 Redeemable convertible preferred stock warrants — 146,927 — 253,196 Stock options 11,125,698 7,949,582 10,471,807 5,880,640 Restricted stock units 52,942 — 50,056 — Unvested restricted stock 1,745,926 3,055,422 2,110,865 2,558,809 |
Organization and nature of op_2
Organization and nature of operations (Details) $ / shares in Units, $ in Millions | 1 Months Ended | |||||
Jul. 16, 2021 | Jul. 31, 2021 USD ($) $ / shares shares | Mar. 31, 2021 shares $ / shares | Sep. 30, 2022 shares | Dec. 31, 2021 shares | Jun. 30, 2021 shares | |
Class of Stock | ||||||
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 | 78,320,000 | ||
Shares issued upon conversion of convertible preferred shares (in shares) | 46,300,000 | |||||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | |||
Stock split ratio | 3.3031 | |||||
2021 Notes | Convertible promissory notes | ||||||
Class of Stock | ||||||
Shares issued upon conversion of convertible debt (shares) | 9,732,593 | |||||
IPO | ||||||
Class of Stock | ||||||
Shares issued and sold (in shares) | 14,400,000 | |||||
Issuance price (usd per share) | $ / shares | $ 16 | $ 16 | ||||
Proceeds from issuance initial public offering | $ | $ 210.1 | |||||
Over-Allotment Option | ||||||
Class of Stock | ||||||
Shares issued and sold (in shares) | 1,900,000 |
Revenue recognition (Details)
Revenue recognition (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 33 Months Ended | ||||
Sep. 30, 2021 | Dec. 31, 2019 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative | ||||||||
Contract assets | $ 0.2 | $ 0.2 | $ 0.2 | $ 0.6 | ||||
Contract liabilities | 0.7 | 0.7 | 0.7 | 1.4 | ||||
Revenue recognized from customer contract liability | 0.4 | $ 0.2 | 1.2 | $ 1.3 | ||||
KBI BioPharma, Inc. | Collaborative Arrangements | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative | ||||||||
Contract liabilities | 0.1 | 0.1 | 0.1 | $ 1.2 | ||||
Contract term (years) | 3 years | 4 years | ||||||
Upfront payment received | 0.8 | |||||||
Aggregate milestone payments | 2.8 | 2.8 | 2.8 | |||||
Cumulative proceed from collaborative agreements | $ 2.3 | $ 2.3 | $ 2.3 | |||||
Collaborative arrangement, collaboration agreement fee | $ 0.3 |
Acquisitions - Consideration (D
Acquisitions - Consideration (Details) $ in Thousands | 1 Months Ended | ||
Jun. 04, 2021 USD ($) installment shares | Jan. 31, 2021 USD ($) shares | Sep. 30, 2022 USD ($) | |
Denovium | |||
Business Combination, Consideration Transferred | |||
Cash consideration | $ 2,670 | ||
Equity consideration | 368 | ||
Total purchase consideration | $ 3,038 | ||
Denovium | Common Stock | |||
Business Combination, Consideration Transferred | |||
Shares issued as consideration (shares) | shares | 1,010,296 | ||
Totient | |||
Business Combination, Consideration Transferred | |||
Cash consideration | $ 40,000 | ||
Equity consideration | 13,891 | ||
Estimated cash payment to Totient stockholders | 35,368 | ||
Estimated cash payment contingent on achieving specified milestone | 12,000 | ||
Total purchase consideration | 61,259 | ||
Minimum contingent proceeds due from potential trigger event | 2,000 | ||
Contingent consideration | $ 12,800 | ||
Totient | Individual Contract | |||
Business Combination, Consideration Transferred | |||
Minimum contingent proceeds due from potential trigger event | $ 1,000 | ||
Totient | Common Stock | |||
Business Combination, Consideration Transferred | |||
Shares issued as consideration (shares) | shares | 2,212,208 | ||
Totient | Vest On Closing | Common Stock | |||
Business Combination, Consideration Transferred | |||
Milestone consideration (shares) | shares | 1,282,747 | ||
Totient | Share Vesting Based On Service | |||
Business Combination, Consideration Transferred | |||
Vesting period | 2 years 6 months | ||
Totient | Share Vesting Based On Service | Common Stock | |||
Business Combination, Consideration Transferred | |||
Milestone consideration (shares) | shares | 929,461 | ||
Vesting installments | installment | 5 |
Acquisitions - Denovium Narrati
Acquisitions - Denovium Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | |||
Jan. 31, 2021 | Sep. 30, 2022 | Jan. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition | ||||
Restricted cash | $ 15,020 | $ 10,513 | ||
Goodwill | $ 21,335 | $ 21,335 | ||
Denovium | ||||
Business Acquisition | ||||
Total purchase consideration | $ 3,038 | |||
Payment of upfront consideration and working capital adjustments | 2,500 | |||
Restricted cash | 2,500 | |||
Compensation expense | $ 2,500 | |||
Goodwill | $ 1,055 | |||
Denovium | Common Stock | ||||
Business Acquisition | ||||
Shares issued as consideration (shares) | 1,010,296 | |||
Percentage of shares subjected to stock restriction agreement (percent) | 80% | |||
Shares subjected to stock restriction agreement (shares) | 808,238 | |||
Vesting period (years) | 4 years | |||
Fair value of stock restriction agreement | $ 1,500 | |||
Percentage of shares not subjected to stock restriction agreement (percent) | 20% | |||
Shares not subjected to stock restriction agreement (shares) | 202,058 |
Acquisitions - Fair Value of As
Acquisitions - Fair Value of Assets and Liabilities Acquired (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Jun. 04, 2021 | Jan. 31, 2021 |
Current assets: | ||||
Goodwill | $ 21,335 | $ 21,335 | ||
Denovium | ||||
Current assets: | ||||
Cash and cash equivalents | $ 158 | |||
Accounts receivable | 59 | |||
Other current assets | 1 | |||
Intangible assets | 2,507 | |||
Goodwill | 1,055 | |||
TOTAL ASSETS | 3,780 | |||
Current liabilities: | ||||
Accounts payable and accrued expenses | 109 | |||
Deferred tax, net | 633 | |||
TOTAL LIABILITIES | 742 | |||
Fair value of net assets acquired and liabilities assumed | $ 3,038 | |||
Totient | ||||
Current assets: | ||||
Cash and cash equivalents | $ 1,751 | |||
Prepaid expenses and other current assets | 189 | |||
Total current assets | 1,940 | |||
Operating lease right-of-use assets | 266 | |||
Property and equipment, net | 118 | |||
Intangible assets | 54,600 | |||
Goodwill | 20,280 | |||
Other long-term assets | 23 | |||
TOTAL ASSETS | 77,227 | |||
Current liabilities: | ||||
Accounts payable | 78 | |||
Accrued expenses | 6,588 | |||
Operating lease obligations | 122 | |||
Total current liabilities | 6,788 | |||
Operating lease obligations - net of current portion | 144 | |||
Deferred tax, net | 9,012 | |||
Other long-term liabilities | 24 | |||
TOTAL LIABILITIES | 15,968 | |||
Fair value of net assets acquired and liabilities assumed | $ 61,259 |
Acquisitions - Finite-lived Int
Acquisitions - Finite-lived Intangible Assets Acquired (Details) - USD ($) $ in Thousands | 1 Months Ended | |
Jun. 04, 2021 | Jan. 31, 2021 | |
Denovium | ||
Business Acquisition | ||
Intangible assets | $ 2,507 | |
Denovium | Denovium Engine | ||
Business Acquisition | ||
Intangible assets | $ 2,507 | |
Estimated Amortization Period (years) | 5 years | |
Totient | ||
Business Acquisition | ||
Intangible assets | $ 54,600 | |
Totient | Minimum | Measurement Input, Discount Rate | Valuation Technique, Discounted Cash Flow | ||
Business Acquisition | ||
Intangible assets measurement input (percent) | 18% | |
Totient | Maximum | Measurement Input, Discount Rate | Valuation Technique, Discounted Cash Flow | ||
Business Acquisition | ||
Intangible assets measurement input (percent) | 23% | |
Totient | Monoclonal antibody library | ||
Business Acquisition | ||
Intangible assets | $ 46,300 | |
Estimated Amortization Period (years) | 20 years | |
Totient | Developed software platform and the related methods patents | ||
Business Acquisition | ||
Intangible assets | $ 8,300 | |
Estimated Amortization Period (years) | 15 years |
Acquisitions - Totient Narrativ
Acquisitions - Totient Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 04, 2021 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Business Acquisition | |||||
Business combination, cash consideration, deferred cash payment, term | 1 year | ||||
Totient | |||||
Business Acquisition | |||||
Total cash payments to acquire business including milestone payments | $ 55,000,000 | ||||
Cash consideration | 40,000,000 | ||||
Aggregate milestone consideration | 15,000,000 | ||||
Business combination, cash consideration, deferred cash payment | $ 8,000,000 | $ 8,000,000 | |||
Preliminary purchase price adjustments | $ 0 | ||||
Goodwill, purchase accounting adjustments | $ (1,600,000) | ||||
Acquisition costs | $ 900,000 | ||||
Totient | Vest On Closing | |||||
Business Acquisition | |||||
Percentage of shares subject to vest (percent) | 25% | ||||
Totient | Share Vesting Based On Service | |||||
Business Acquisition | |||||
Percentage of shares subject to vest (percent) | 75% | ||||
Vesting period | 2 years 6 months | ||||
Totient | Common Stock | |||||
Business Acquisition | |||||
Shares issued as consideration (shares) | 2,212,208 | ||||
Totient | Common Stock | Share Vesting Based On Service | |||||
Business Acquisition | |||||
Vesting rate (months) | 6 months |
Acquisitions - Proforma Revenue
Acquisitions - Proforma Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Totient | ||
Business Acquisition, Pro Forma Information | ||
Net loss applicable to common stockholders and unitholders | $ (25,579) | $ (86,695) |
Investments (Details)
Investments (Details) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | |
Cash and Cash Equivalents | ||
Amortized cost | $ 105,234 | $ 105,234 |
Gross unrealized gains | 116 | 116 |
Gross unrealized losses | 0 | 0 |
Fair market value | 105,350 | 105,350 |
Cash equivalents | 31,362 | 31,362 |
Short-term investments | 73,988 | 73,988 |
Long-term investments | 0 | 0 |
Money market funds | ||
Cash and Cash Equivalents | ||
Amortized cost | 1,476 | 1,476 |
Gross unrealized gains | 0 | 0 |
Gross unrealized losses | 0 | 0 |
Fair market value | 1,476 | 1,476 |
Certificates of deposit | ||
Cash and Cash Equivalents | ||
Amortized cost | 27,560 | 27,560 |
Gross unrealized gains | 0 | 0 |
Gross unrealized losses | 0 | 0 |
U.S. treasury bills | ||
Cash and Cash Equivalents | ||
Amortized cost | 76,198 | 76,198 |
Gross unrealized gains | 116 | 116 |
Gross unrealized losses | 0 | 0 |
Fair market value | 76,314 | 76,314 |
Realized gain (loss) | $ 50,000 | $ 200 |
Property and equipment, net (De
Property and equipment, net (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment | ||
Total Cost | $ 68,750 | $ 58,495 |
Less accumulated depreciation and amortization | (13,284) | (6,381) |
Property and equipment, net | 55,466 | 52,114 |
Construction in progress | ||
Property, Plant and Equipment | ||
Total Cost | 200 | 933 |
Lab Equipment | ||
Property, Plant and Equipment | ||
Total Cost | 35,257 | 27,776 |
Software | ||
Property, Plant and Equipment | ||
Total Cost | 312 | 311 |
Furniture, Fixtures and Other | ||
Property, Plant and Equipment | ||
Total Cost | 6,362 | 4,804 |
Leasehold Improvements | ||
Property, Plant and Equipment | ||
Total Cost | $ 26,619 | $ 24,671 |
Property and equipment, net - N
Property and equipment, net - Narratives (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 2.6 | $ 1.4 | $ 6.9 | $ 2.6 |
Long-term debt and other borr_3
Long-term debt and other borrowings (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Jun. 30, 2022 USD ($) | Mar. 31, 2021 USD ($) shares $ / shares | Jun. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2018 USD ($) | May 11, 2022 | Jul. 31, 2021 $ / shares | Feb. 28, 2021 | May 31, 2020 USD ($) | Dec. 31, 2019 USD ($) tranche | Jun. 30, 2019 | Mar. 31, 2019 USD ($) | Jun. 30, 2018 | |
Debt Instrument | ||||||||||||||
Principal payments on long-term debt | $ 4,086,000 | $ 1,000,000 | ||||||||||||
Proceeds from financing arrangements | $ 9,407,000 | $ 0 | ||||||||||||
IPO | ||||||||||||||
Debt Instrument | ||||||||||||||
Issuance price (usd per share) | $ / shares | $ 16 | $ 16 | ||||||||||||
2021 Notes | Convertible promissory notes | ||||||||||||||
Debt Instrument | ||||||||||||||
Interest rate (percent) | 6% | |||||||||||||
Principal amount | $ 125,000,000 | |||||||||||||
Discount on offering price (percent) | 18% | |||||||||||||
Shares issued upon conversion of convertible debt (shares) | shares | 9,732,593 | |||||||||||||
Line of Credit | LSA | ||||||||||||||
Debt Instrument | ||||||||||||||
Number of tranches | tranche | 3 | |||||||||||||
Maximum borrowing capacity | $ 3,000,000 | |||||||||||||
Proceeds from issuance of long-term debt | $ 300,000 | |||||||||||||
Interest rate (percent) | 6% | |||||||||||||
Prepayment premium (percent) | 0% | 1% | ||||||||||||
Final payment percentage as a portion of principal amount funded (percent) | 3% | |||||||||||||
Liquidity event fee (percent) | 3.50% | |||||||||||||
Principal payments on long-term debt | $ 2,400,000 | |||||||||||||
Line of Credit | LSA, First Amendment | ||||||||||||||
Debt Instrument | ||||||||||||||
Maximum borrowing capacity | $ 3,000,000 | |||||||||||||
Line of Credit | LSA, Second Amendment | ||||||||||||||
Debt Instrument | ||||||||||||||
Maximum borrowing capacity | $ 5,000,000 | |||||||||||||
Secured Debt | Equipment Financing | ||||||||||||||
Debt Instrument | ||||||||||||||
Proceeds from financing arrangements | $ 9,400,000 | |||||||||||||
Secured Debt | Equipment Financing | Minimum | ||||||||||||||
Debt Instrument | ||||||||||||||
Debt instrument term (years) | 42 months | |||||||||||||
Imputed interest rate (percent) | 8% | 8% | ||||||||||||
Secured Debt | Equipment Financing | Maximum | ||||||||||||||
Debt Instrument | ||||||||||||||
Debt instrument term (years) | 48 months | |||||||||||||
Imputed interest rate (percent) | 10% | 10% |
Long-term debt and other borr_4
Long-term debt and other borrowings - Schedule of Maturities of Long-term Debt (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2022 (three months remaining) | $ 754 |
2023 | 3,019 |
2024 | 3,019 |
2025 | 2,617 |
2026 | 852 |
Thereafter | 0 |
Total future payments | 10,261 |
Less: Imputed interest | (1,390) |
Total long-term debt | $ 8,871 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) | Sep. 30, 2022 USD ($) |
Standby Letters of Credit | |
Line of Credit Facility | |
Maximum borrowing capacity | $ 1,900,000 |
Stock-based compensation - Allo
Stock-based compensation - Allocated Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Payment Arrangement, Expensed | ||||
Stock-based compensation | $ 3,592 | $ 3,783 | $ 11,618 | $ 7,376 |
Research and development | ||||
Share-based Payment Arrangement, Expensed | ||||
Stock-based compensation | 1,240 | 952 | 4,360 | 2,879 |
Selling, general and administrative | ||||
Share-based Payment Arrangement, Expensed | ||||
Stock-based compensation | $ 2,352 | $ 2,831 | $ 7,258 | $ 4,497 |
Stock-based compensation - Rest
Stock-based compensation - Restricted Stock Narratives (Details) - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended | |
Oct. 31, 2020 | Sep. 30, 2022 | Dec. 31, 2021 | |
2015 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Partner capital units converted (units) | 3,329,707 | ||
Restricted stock | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Shares outstanding (shares) | 1,689,446 | 2,585,670 | |
Restricted stock | 2020 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Conversion of redeemable convertible preferred stock (in shares) | 2,671,907 | ||
Share based compensation expense not yet recognized other than options | $ 7.2 | ||
Share based compensation expense not yet recognized, recognition period (years) | 1 year 6 months 18 days | ||
Restricted stock | 2021 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Share based compensation expense not yet recognized other than options | $ 0.3 | ||
Share based compensation expense not yet recognized, recognition period (years) | 2 years 10 months 24 days | ||
Granted (in shares) | 68,175 | ||
Shares outstanding (shares) | 40,527 |
Stock-based compensation - Unve
Stock-based compensation - Unvested Rollforward (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Restricted stock | ||
Nonvested, Number of Shares | ||
Beginning balance, unvested, shares | 2,585,670 | |
Repurchased, shares | (249,618) | |
Vested, shares | (646,606) | |
Ending balance, unvested, shares | 1,689,446 | |
Phantom Units | ||
Nonvested, Number of Shares | ||
Beginning balance, unvested, shares | 1,202,435 | |
Granted, shares | 0 | |
Vested, shares | 0 | |
Exchange of phantom units for cash payment rights, SARs, and/or stock options, shares | (1,202,435) | |
Ending balance, unvested, shares | 0 | |
Nonvested, Weighted Average Strike Price | ||
Beginning balance unvested, usd per share | $ 0.47 | |
Granted, usd per share | 0 | |
Vested, usd per share | 0 | |
Exchange of phantom units for cash payment rights, SARs, and/or stock options, usd per share | 0.47 | |
Ending balance unvested, usd per share | $ 0 |
Stock-based compensation - Phan
Stock-based compensation - Phantom Units Narratives (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award | |||
Issuance price (usd per share) | $ 3.13 | ||
Phantom Units | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Shares outstanding (shares) | 0 | 1,202,435 | |
2020 Plan | Phantom Units | Tranche One | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Vesting percentage (percent) | 25% | ||
Vesting period (years) | 1 year | ||
Vesting percentage in liquidity event (percent) | 100% | ||
2020 Plan | Phantom Units | Tranche Two | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Vesting period (years) | 3 years | ||
2020 Plan | SARs | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Vesting period (years) | 4 years | ||
Shares outstanding (shares) | 394,736 | ||
Intrinsic value, shares outstanding | $ 1.2 |
Stock-based compensation - Stoc
Stock-based compensation - Stock Option Narratives (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Jan. 01, 2022 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Jul. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Fair value of vested options | $ 2.5 | $ 8.2 | ||||||
Exercised | $ 2 | |||||||
Share-based compensation arrangement by share-based payment award, options, outstanding, number (in shares) | 10,564,163 | 10,564,163 | 7,757,401 | |||||
Share-based compensation arrangement by share-based payment award, options, outstanding, weighted average exercise price (usd per share) | $ 4.82 | $ 4.82 | $ 3.72 | |||||
Deferred compensation expense | $ 0 | $ 0 | $ 0.1 | |||||
2020 Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Additional shares authorized for issuance (shares) | 11,980,029 | |||||||
2021 Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Additional shares authorized for issuance (shares) | 4,632,401 | |||||||
Shares available for grant (shares) | 9,796,776 | 9,796,776 | 8,133,750 | |||||
2021 ESPP | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Shares authorized, shares | 903,750 | |||||||
Stock options | 2020 Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Weighted average grant date fair value of shares granted (usd per share) | $ 2.05 | $ 7.35 | $ 3.79 | $ 4.18 | ||||
Share based compensation expense not yet recognized, options | $ 26.5 | $ 26.5 | ||||||
Share based compensation expense not yet recognized, recognition period (years) | 3 years | |||||||
Stock options | 2020 Plan | Tranche One | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Vesting percentage (percent) | 25% | |||||||
Vesting period (years) | 1 year | |||||||
Stock options | 2020 Plan | Tranche Two | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Vesting period (years) | 3 years | |||||||
Certain options | 2020 Plan | Tranche Two | Minimum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Vesting period (years) | 2 years | |||||||
Certain options | 2020 Plan | Tranche Two | Maximum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Vesting period (years) | 4 years | |||||||
SARs | 2020 Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Vesting period (years) | 4 years | |||||||
SARs | 2020 And 2021 Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Share-based compensation arrangement by share-based payment award, options, outstanding, number (in shares) | 134,687 | 134,687 | ||||||
Share-based compensation arrangement by share-based payment award, options, outstanding, weighted average exercise price (usd per share) | $ 5.75 | $ 5.75 |
Stock-based compensation - St_2
Stock-based compensation - Stock Option Rollforward (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Number of Options | ||
Beginning balance, shares | 7,757,401 | |
Granted, shares | 5,321,384 | |
Exercised, shares | (473,706) | |
Canceled/Forfeited, shares | (2,021,245) | |
Expired, shares | (19,671) | |
Ending balance, shares | 10,564,163 | 7,757,401 |
Exercisable, shares | 3,027,480 | |
Vested and expected to vest, shares | 10,564,163 | |
Weighted Average Exercise Price per Share | ||
Beginning balance, usd per share | $ 3.72 | |
Granted, usd per share | 6.48 | |
Exercised, usd per share | 1.28 | |
Canceled/Forfeited, usd per share | 5.82 | |
Expired, usd per share | 2.77 | |
Ending balance, usd per share | 4.82 | $ 3.72 |
Exercisable, weighted average price, usd per share | $ 2.97 | |
Weighted Average Remaining Contractual Term (in years) | 8 years 2 months 12 days | 9 years 2 months 12 days |
Exercisable, weighted average remaining contractual term (in years) | 7 years 3 months 18 days | |
Vested and expected to vest, contractual term (in years) | 8 years 2 months 12 days | |
Intrinsic value, shares outstanding | $ 7,267 | $ 40,939 |
Exercisable, aggregate intrinsic value | 4,075 | |
Vested and expected to vest, aggregate intrinsic value | $ 7,267 |
Stock-based compensation - Dete
Stock-based compensation - Determination of Fair Value (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Fair Value Assumptions and Methodology | ||||
Volatility | 46% | |||
Risk-free interest rate, minimum | 2.60% | 1% | 0.80% | 0.30% |
Risk-free interest rate, maximum | 3.30% | 1.10% | 3.30% | 1.30% |
Dividend Yield | 0% | 0% | 0% | 0% |
Minimum | ||||
Fair Value Assumptions and Methodology | ||||
Expected term (in years) | 5 years 10 months 24 days | 5 years 6 months | 3 years 6 months | |
Volatility | 64% | 63% | 45% | |
Maximum | ||||
Fair Value Assumptions and Methodology | ||||
Expected term (in years) | 6 years 10 months 24 days | 6 years 1 month 6 days | 7 years | 6 years 1 month 6 days |
Volatility | 65% | 67% | 47% |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Assets: | ||
Equity securities without RDFV | $ 1,200 | $ 1,200 |
Total assets | 106,550 | 1,200 |
Liabilities: | ||
Contingent consideration | 12,750 | 12,000 |
Total liabilities | 12,750 | 12,000 |
Money market funds | ||
Assets: | ||
Debt Securities: | 1,476 | |
Certificates of deposit | ||
Assets: | ||
Debt Securities: | 27,560 | |
U.S. treasury bills | ||
Assets: | ||
Debt Securities: | 76,314 | |
Level 1 | ||
Assets: | ||
Equity securities without RDFV | 0 | 0 |
Total assets | 105,350 | 0 |
Liabilities: | ||
Contingent consideration | 0 | 0 |
Total liabilities | 0 | 0 |
Level 1 | Money market funds | ||
Assets: | ||
Debt Securities: | 1,476 | |
Level 1 | Certificates of deposit | ||
Assets: | ||
Debt Securities: | 27,560 | |
Level 1 | U.S. treasury bills | ||
Assets: | ||
Debt Securities: | 76,314 | |
Level 2 | ||
Assets: | ||
Equity securities without RDFV | 0 | 0 |
Total assets | 0 | 0 |
Liabilities: | ||
Contingent consideration | 0 | 0 |
Total liabilities | 0 | 0 |
Level 2 | Money market funds | ||
Assets: | ||
Debt Securities: | 0 | |
Level 2 | Certificates of deposit | ||
Assets: | ||
Debt Securities: | 0 | |
Level 2 | U.S. treasury bills | ||
Assets: | ||
Debt Securities: | 0 | |
Level 3 | ||
Assets: | ||
Equity securities without RDFV | 1,200 | 1,200 |
Total assets | 1,200 | 1,200 |
Liabilities: | ||
Contingent consideration | 12,750 | 12,000 |
Total liabilities | 12,750 | $ 12,000 |
Level 3 | Money market funds | ||
Assets: | ||
Debt Securities: | 0 | |
Level 3 | Certificates of deposit | ||
Assets: | ||
Debt Securities: | 0 | |
Level 3 | U.S. treasury bills | ||
Assets: | ||
Debt Securities: | $ 0 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Using Significant Unobservable Inputs (Level 3) (Details) - Fair Value, Recurring $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | |
Beginning balance | $ 12,000 |
Change in the fair value | 750 |
Ending balance | 12,750 |
Contingent consideration | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | |
Beginning balance | 12,000 |
Change in the fair value | 750 |
Ending balance | $ 12,750 |
Related party transactions (Det
Related party transactions (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2021 | |
Related Party Transaction | ||
Issuance of shares upon warrant exercise | $ 93 | |
Affiliated Entity | Common Stock | Phoenix Venture Partners II, L.P | ||
Related Party Transaction | ||
Issuance of shares upon warrant exercise (in shares) | 307,211 | |
Class of warrant or right, exercise price of warrants or rights (usd per share) | $ 0.3027 | |
Issuance of shares upon warrant exercise | $ 100 |
Net loss per share attributab_3
Net loss per share attributable to common stockholders - Company’s Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: | ||||||||
Net loss | $ (27,259) | $ (28,680) | $ (29,494) | $ (23,634) | $ (41,198) | $ (10,962) | $ (85,433) | $ (75,794) |
Cumulative undeclared preferred stock dividends | 0 | (242) | 0 | (2,284) | ||||
Net loss applicable to common stockholders basic | (27,259) | (23,876) | (85,433) | (78,078) | ||||
Net loss applicable to common stockholders diluted | $ (27,259) | $ (23,876) | $ (85,433) | $ (78,078) | ||||
Denominator: | ||||||||
Weighted-average common shares outstanding, basic (in shares) | 91,105,265 | 73,291,288 | 90,686,517 | 36,177,105 | ||||
Weighted-average common shares outstanding, diluted (in shares) | 91,105,265 | 73,291,288 | 90,686,517 | 36,177,105 | ||||
Net loss per share, basic (usd per share) | $ (0.30) | $ (0.33) | $ (0.94) | $ (2.16) | ||||
Net loss per share, diluted (usd per share) | $ (0.30) | $ (0.33) | $ (0.94) | $ (2.16) |
Net loss per share attributab_4
Net loss per share attributable to common stockholders - Anti-dilutive Securities (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Redeemable Convertible Preferred Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 0 | 10,560,783 | 0 | 34,079,466 |
Redeemable convertible preferred stock warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 0 | 146,927 | 0 | 253,196 |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 11,125,698 | 7,949,582 | 10,471,807 | 5,880,640 |
Restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 52,942 | 0 | 50,056 | 0 |
Unvested restricted stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 1,745,926 | 3,055,422 | 2,110,865 | 2,558,809 |
Income Taxes (Details)
Income Taxes (Details) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate, continuing operations (percent) | 1.10% | (0.00%) |
Unrecognized tax benefits | $ 1.2 | $ 1.2 |