Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 09, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | ICOSAVAX, INC. | |
Entity Central Index Key | 0001786255 | |
Entity File Number | 001-40655 | |
Entity Tax Identification Number | 82-3640549 | |
Entity Current Reporting Status | No | |
Entity Shell Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Interactive Data Current | Yes | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Address Address Line1 | 1930 Boren Avenue | |
Entity Address, Address Line Two | Suite 1000 | |
Entity Address City Or Town | Seattle | |
Entity Address, State and Province | WA | |
Entity Incorporation State Country Code | DE | |
Entity Address Postal Zip Code | 98101 | |
Local Phone Number | 737-0085 | |
City Area Code | 206 | |
Security12b Title | Common Stock, $0.0001 par value per share | |
Trading Symbol | ICVX | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 39,885,205 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash Cash and cash equivalents | $ 108,345 | $ 279,082 |
Restricted cash | 1,061 | 1,642 |
Short-term investments | 134,459 | 0 |
Prepaid expenses and other current assets | 4,637 | 5,829 |
Total current assets | 248,502 | 286,553 |
Right-of-use assets - operating leases | 3,227 | 0 |
Property and equipment, net | 7,949 | 1,076 |
Total assets | 259,678 | 287,629 |
Current liabilities: | ||
Accounts payable | 3,485 | 3,899 |
Accrued and other current liabilities | 7,349 | 4,757 |
Current portion of operating lease liabilities | 1,061 | 0 |
Deferred revenue | 0 | 582 |
Total current liabilities | 11,895 | 9,238 |
Operating lease liabilities, net of current portion | 5,235 | 0 |
Other noncurrent liabilities | 119 | 171 |
Total liabilities | 17,249 | 9,409 |
Commitments and contingencies (Note 2) | ||
Stockholders' equity | ||
Common stock, $0.0001 par value; 500,000,000 shares authorized at June 30, 2022 and December 31, 2021; 39,778,530 and 39,429,103 shares issued as of June 30, 2022 and December 31, 2021, respectively; 39,630,397 and 39,175,279 shares outstanding as of June 30, 2022 and December 31, 2021, respectively | 5 | 5 |
Additional paid-in capital | 382,937 | 372,284 |
Accumulated other comprehensive loss | (275) | 0 |
Accumulated deficit | (140,238) | (94,069) |
Total stockholders' equity | 242,429 | 278,220 |
Total liabilities and stockholders' equity | $ 259,678 | $ 287,629 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 | Aug. 02, 2021 |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 |
Common stock, shares issued | 39,778,530 | 39,429,103 | |
Common Stock Shares Outstanding | 39,630,397 | 39,175,279 |
Condensed Statements of Operati
Condensed Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Grant revenue | $ 0 | $ 1,904 | $ 582 | $ 3,905 |
Operating expenses: | ||||
Research and development | 15,820 | 8,277 | 33,733 | 13,830 |
General and administrative | 7,311 | 2,221 | 13,633 | 3,312 |
Total operating expenses | 23,131 | 10,498 | 47,366 | 17,142 |
Loss from operations | (23,131) | (8,594) | (46,784) | (13,237) |
Other income (expense): | ||||
Change in fair value of embedded derivative liability | 0 | 0 | 0 | (205) |
Loss on extinguishment of convertible promissory note | 0 | 0 | 0 | (754) |
Interest and other | 495 | 42 | 615 | (207) |
Total other income (expense) | 495 | 42 | 615 | (1,166) |
Net loss | (22,636) | (8,552) | (46,169) | (14,403) |
Comprehensive loss: | ||||
Unrealized losses on available-for-sale debt securities | (275) | 0 | (275) | 0 |
Comprehensive loss | $ (22,911) | $ (8,552) | $ (46,444) | $ (14,403) |
Net loss per share, basic | $ (0.57) | $ (2.86) | $ (1.17) | $ (5) |
Net loss per share, diluted | $ (0.57) | $ (2.86) | $ (1.17) | $ (5) |
Weighted average shares used to compute net loss per share, basic | 39,594,028 | 2,985,183 | 39,524,408 | 2,878,163 |
Weighted average shares used to compute net loss per share, diluted | 39,594,028 | 2,985,183 | 39,524,408 | 2,878,163 |
Condensed Statements of Convert
Condensed Statements of Convertible Preferred Stock and Stockholder's Deficit (Unaudited) - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid In Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | Convertible Preferred Stock [Member] | Convertible Preferred Stock [Member] Series A1 Convertible Preferred Stock [Member] | Convertible Preferred Stock [Member] Series B1 Convertible Preferred Stock [Member] |
Beginning Balance at Dec. 31, 2020 | $ (26,703) | $ 2 | $ 393 | $ 0 | $ (27,098) | |||
Beginning Balance (in shares) at Dec. 31, 2020 | 2,639,026 | |||||||
Convertible preferred stock, Beginning Balance at Dec. 31, 2020 | $ 30,062 | |||||||
Convertible preferred stock, Beginning Balance (in shares) at Dec. 31, 2020 | 32,198,879 | |||||||
Issuance of Series A-1 convertible preferred stock | $ 21,005 | |||||||
Issuance of Series A-1 convertible preferred stock, (in shares) | 21,944,874 | |||||||
Issuance of Series B-1 convertible preferred stock | $ 92,654 | |||||||
Issuance of Series B-1 convertible preferred stock, (in shares) | 32,958,612 | |||||||
Issuance of Series B-2 convertible preferred stock from convertible note | $ 7,917 | |||||||
Issuance of Series B-2 convertible preferred stock from convertible note (in shares) | 2,805,850 | |||||||
Shares released from restriction upon vesting of early-exercised stock options | 63 | 63 | ||||||
Shares released from restriction upon vesting of early-exercised stock options (in shares) | 100,238 | |||||||
Exercise of common stock options | 29 | 29 | ||||||
Exercise of common stock options, (in shares) | 35,143 | |||||||
Vesting of shares of restricted common stock (in Shares) | 117,369 | |||||||
Stock-based compensation | 276 | 276 | ||||||
Net loss | (5,851) | (5,851) | ||||||
Ending Balance at Mar. 31, 2021 | (32,186) | $ 2 | 761 | 0 | (32,949) | |||
Ending Balance (in shares) at Mar. 31, 2021 | 2,891,776 | |||||||
Convertible preferred stock, Ending Balance at Mar. 31, 2021 | $ 151,638 | |||||||
Convertible preferred stock, Ending Balance (in shares) at Mar. 31, 2021 | 89,908,215 | |||||||
Beginning Balance at Dec. 31, 2020 | (26,703) | $ 2 | 393 | 0 | (27,098) | |||
Beginning Balance (in shares) at Dec. 31, 2020 | 2,639,026 | |||||||
Convertible preferred stock, Beginning Balance at Dec. 31, 2020 | $ 30,062 | |||||||
Convertible preferred stock, Beginning Balance (in shares) at Dec. 31, 2020 | 32,198,879 | |||||||
Net loss | (14,403) | |||||||
Ending Balance at Jun. 30, 2021 | (39,298) | $ 2 | 2,201 | 0 | (41,501) | |||
Ending Balance (in shares) at Jun. 30, 2021 | 3,072,402 | |||||||
Convertible preferred stock, Ending Balance at Jun. 30, 2021 | $ 151,613 | |||||||
Convertible preferred stock, Ending Balance (in shares) at Jun. 30, 2021 | 89,908,215 | |||||||
Beginning Balance at Mar. 31, 2021 | (32,186) | $ 2 | 761 | 0 | (32,949) | |||
Beginning Balance (in shares) at Mar. 31, 2021 | 2,891,776 | |||||||
Convertible preferred stock, Beginning Balance at Mar. 31, 2021 | $ 151,638 | |||||||
Convertible preferred stock, Beginning Balance (in shares) at Mar. 31, 2021 | 89,908,215 | |||||||
Issuance costs incurred related to convertible preferred stock | $ (1) | $ (24) | ||||||
Shares released from restriction upon vesting of early-exercised stock options | 32 | 32 | ||||||
Shares released from restriction upon vesting of early-exercised stock options (in shares) | 63,257 | |||||||
Vesting of shares of restricted common stock (in Shares) | 117,369 | |||||||
Stock-based compensation | 1,408 | 1,408 | ||||||
Net loss | (8,552) | (8,552) | ||||||
Ending Balance at Jun. 30, 2021 | (39,298) | $ 2 | 2,201 | 0 | (41,501) | |||
Ending Balance (in shares) at Jun. 30, 2021 | 3,072,402 | |||||||
Convertible preferred stock, Ending Balance at Jun. 30, 2021 | $ 151,613 | |||||||
Convertible preferred stock, Ending Balance (in shares) at Jun. 30, 2021 | 89,908,215 | |||||||
Beginning Balance at Dec. 31, 2021 | 278,220 | $ 5 | 372,284 | 0 | (94,069) | |||
Beginning Balance (in shares) at Dec. 31, 2021 | 39,175,279 | |||||||
Convertible preferred stock, Beginning Balance at Dec. 31, 2021 | $ 0 | |||||||
Convertible preferred stock, Beginning Balance (in shares) at Dec. 31, 2021 | 0 | |||||||
Shares released from restriction upon vesting of early-exercised stock options | 27 | $ 0 | 27 | |||||
Shares released from restriction upon vesting of early-exercised stock options (in shares) | 53,483 | |||||||
Exercise of common stock options | 276 | 276 | ||||||
Exercise of common stock options, (in shares) | 295,764 | |||||||
Stock-based compensation | 4,550 | 4,550 | ||||||
Net loss | (23,533) | (23,533) | ||||||
Ending Balance at Mar. 31, 2022 | 259,540 | $ 5 | 377,137 | 0 | (117,602) | |||
Ending Balance (in shares) at Mar. 31, 2022 | 39,524,526 | |||||||
Convertible preferred stock, Ending Balance at Mar. 31, 2022 | $ 0 | |||||||
Convertible preferred stock, Ending Balance (in shares) at Mar. 31, 2022 | 0 | |||||||
Beginning Balance at Dec. 31, 2021 | $ 278,220 | $ 5 | 372,284 | 0 | (94,069) | |||
Beginning Balance (in shares) at Dec. 31, 2021 | 39,175,279 | |||||||
Convertible preferred stock, Beginning Balance at Dec. 31, 2021 | $ 0 | |||||||
Convertible preferred stock, Beginning Balance (in shares) at Dec. 31, 2021 | 0 | |||||||
Exercise of common stock options, (in shares) | 297,726 | |||||||
Net loss | $ (46,169) | |||||||
Ending Balance at Jun. 30, 2022 | 242,429 | $ 5 | 382,937 | (275) | (140,238) | |||
Ending Balance (in shares) at Jun. 30, 2022 | 39,630,397 | |||||||
Convertible preferred stock, Ending Balance at Jun. 30, 2022 | $ 0 | |||||||
Convertible preferred stock, Ending Balance (in shares) at Jun. 30, 2022 | 0 | |||||||
Beginning Balance at Mar. 31, 2022 | 259,540 | $ 5 | 377,137 | 0 | (117,602) | |||
Beginning Balance (in shares) at Mar. 31, 2022 | 39,524,526 | |||||||
Convertible preferred stock, Beginning Balance at Mar. 31, 2022 | $ 0 | |||||||
Convertible preferred stock, Beginning Balance (in shares) at Mar. 31, 2022 | 0 | |||||||
Shares released from restriction upon vesting of early-exercised stock options | 25 | 25 | ||||||
Shares released from restriction upon vesting of early-exercised stock options (in shares) | 52,208 | |||||||
Exercise of common stock options | 12 | 12 | ||||||
Exercise of common stock options, (in shares) | 1,962 | |||||||
Vesting of shares of restricted common stock (in Shares) | 14,916 | |||||||
Issuance of common stock for Employee Stock Purchase Plan | 211 | 211 | ||||||
Issuance of common stock for Employee Stock Purchase Plan (in Shares) | 36,785 | |||||||
Other comprehensive loss | (275) | (275) | ||||||
Stock-based compensation | 5,552 | 5,552 | ||||||
Net loss | (22,636) | (22,636) | ||||||
Ending Balance at Jun. 30, 2022 | $ 242,429 | $ 5 | $ 382,937 | $ (275) | $ (140,238) | |||
Ending Balance (in shares) at Jun. 30, 2022 | 39,630,397 | |||||||
Convertible preferred stock, Ending Balance at Jun. 30, 2022 | $ 0 | |||||||
Convertible preferred stock, Ending Balance (in shares) at Jun. 30, 2022 | 0 |
Condensed Statements of Conve_2
Condensed Statements of Convertible Preferred Stock and Stockholder's Deficit (Unaudited) (Parenthetical) $ in Millions | 3 Months Ended |
Mar. 31, 2021 USD ($) $ / shares | |
Series A1 Convertible Preferred Stock | |
Convertible preferred stock issuance cost, per share | $ / shares | $ 0.9615 |
Convertible preferred stock issuance cost, net | $ | $ 0.1 |
Series B1 Convertible Preferred Stock | |
Convertible preferred stock issuance cost, per share | $ / shares | $ 2.82172 |
Convertible preferred stock issuance cost, net | $ | $ 0.3 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Operating activities: | ||
Net loss | $ (46,169) | $ (14,403) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Stock-based compensation | 10,102 | 1,684 |
Depreciation | 98 | 17 |
Non-cash lease expense | 440 | 0 |
Amortization of premiums and discounts on short-term investments | (189) | 0 |
Non-cash interest expense | 0 | 264 |
Change in fair value of embedded derivative liability | 0 | 205 |
Loss on extinguishment of convertible promissory note | 0 | 754 |
Changes in operating assets and liabilities: | ||
Prepaids and other current assets | 1,192 | (3,457) |
Accounts payable | (274) | 359 |
Accrued & other current liabilities | 89 | (396) |
Deferred revenue | (582) | (1,205) |
Net cash used in operating activities | (35,293) | (16,178) |
Investing activities: | ||
Purchases of property and equipment | (4,608) | (568) |
Purchases of short-term investments | (134,545) | 0 |
Proceeds from lease incentive | 2,629 | 0 |
Net cash used in investing activities | (136,524) | (568) |
Financing activities: | ||
Proceeds from issuance of convertible preferred stock, net of issuance costs | 0 | 113,634 |
Proceeds from exercise of stock options, including early exercise | 499 | 120 |
Payment of deferred offering costs | 0 | (742) |
Net cash provided by financing activities | 499 | 113,012 |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (171,318) | 96,266 |
Cash, cash equivalents, and restricted cash at beginning of period | 280,724 | 15,498 |
Cash, cash equivalents, and restricted cash at end of period | 109,406 | 111,764 |
Supplemental disclosure of noncash activities | ||
Purchases of property and equipment included in accounts payable and accrued liabilities | 2,506 | 151 |
Right-of-use assets and lease liabilities recognized upon commencement of lease | 3,370 | 0 |
Conversion of convertible note (including accrued interest) and derivative liability for Series B-2 convertible preferred stock | 0 | 7,917 |
Deferred offering costs included in accounts payable and accrued and other current liabilities | $ 0 | $ 1,524 |
Description of Business
Description of Business | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | 1. Description of Business Organization Icosavax, Inc. (the “Company”) was incorporated in the state of Delaware on November 1, 2017, and is located in Seattle, Washington. The Company is focused on the research and development of vaccines against infectious diseases. The Company was founded on computationally designed virus-like particle technology, exclusively licensed for a variety of infectious disease indications from the Institute for Protein Design at the University of Washington. The Company’s business involves inherent risks. These risks include, among others, dependence on key personnel, licensors and third-party service providers, patentability of the Company’s products and processes, the immunogenicity, efficacy and safety of the Company’s vaccine candidates and the potential of the Company’s novel vaccine technology platform. In addition, any of the Company’s vaccine candidates, and the Company’s vaccine technology platform, could become obsolete or diminished in value by discoveries and developments at other organizations. In July 2021, the Company effected a 1-for-4.1557 reverse stock split of its issued and outstanding shares of common stock and a proportional adjustment to the existing conversion ratios for each series of the Company’s convertible preferred stock. Accordingly, all share and per share amounts for all periods presented in the accompanying condensed financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect this reverse stock split and adjustment of the convertible preferred stock conversion ratios. On August 2, 2021, the Company completed its initial public offering (“IPO” ) pursuant through which it issued 12,133,333 shares of its common stock at a public offering price of $ 15.00 per share, and on August 2, 2021, the Company sold an additional 1,819,999 shares pursuant to the exercise by the underwriters of their option to purchase additional shares. The Company received net proceeds from its IPO, inclusive of the exercise by the underwriters of their option to purchase additional shares, of $ 190.7 million, after deducting underwriting discounts and commissions and offering expenses. Upon the closing of the IPO, all 89,908,215 shares of the then outstanding convertible preferred stock automatically converted into 21,634,898 shares of common stock. Liquidity The Company had an accumulated deficit of $ 140.2 million, and cash, cash equivalents, restricted cash, and short-term investments of $ 243.9 million at June 30, 2022. Management believes the Company has sufficient capital to execute its strategic plan and fund operations through at least the next twelve months from the date these condensed financial statements are issued. The Company has devoted substantially all its resources to organizing and staffing the Company, business planning, raising capital, in-licensing intellectual property rights, developing vaccine candidates, scaling up manufacturing of vaccine candidates, and preparing for and conducting preclinical studies and clinical trials. The Company has a limited operating history, and the sales and income potential of its business is unproven. The Company has incurred net losses and negative cash flows from operating activities since its inception and expects to continue to incur net losses into the foreseeable future as it continues the development of its vaccine candidates. From inception to June 30, 2022, the Company has funded its operations primarily through the sale of its convertible preferred stock and common stock. As the Company continues to pursue its business plan, it expects to finance its operations through equity offerings, debt financings or other capital sources, including potential strategic collaborations, licenses, and other similar arrangements. However, there can be no assurance that any additional financing or strategic transactions will be available to the Company on acceptable terms, if at all. If events or circumstances occur such that the Company does not obtain additional funding, it may need to delay, reduce or eliminate its product development or future commercialization efforts, which could have a material adverse effect on the Company’s business, results of operations or financial condition. The accompanying financial statements do not include any adjustments that might be necessary if the Company were unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements as of June 30, 2022 and for the three and six months ended June 30, 2022 and 2021 have been prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States of America for interim financial information and pursuant to Article 10 of Regulation S-X under the Securities Act of 1933, as amended (the “Securities Act”). Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. These unaudited condensed financial statements include only normal and recurring adjustments that the Company believes are necessary to fairly state the Company’s financial position and the results of its operations and cash flows. The results for the three and six months ended June 30, 2022 are not necessarily indicative of the results expected for the full fiscal year or any subsequent interim period. The condensed balance sheet at December 31, 2021 has been derived from the audited financial statements at that date but does not include all disclosures required by GAAP for complete financial statements. Because all of the disclosures required by GAAP for complete financial statements are not included herein, these unaudited condensed financial statements and the notes accompanying them should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2021 included in the Annual Report on Form 10-K (the "Annual Report") that the Company filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2022. Use of Estimates The Company’s significant accounting policies are described in Note 2, “Summary of significant accounting policies,” of the Company’s audited financial statements for the year ended December 31, 2021 included in the Annual Report. There have been no material changes to the significant accounting policies previously disclosed in those audited financial statements. Cash and Cash Equivalents and Restricted Cash Cash and cash equivalents consists of deposits with commercial banks in checking and interest-bearing accounts, highly rated money market funds, and all highly liquid investments with an original maturity of 90 days or less at the time of purchase. Restricted cash represents cash deposited in a collateral account to support a letter of credit issued as security for the Company's operating lease to rent office and laboratory space in Seattle, Washington. Investments Investments include U.S. Treasury securities, commercial paper, and corporate debt securities with a final maturity of each security of 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. The Company classifies investments maturing within one year of the reporting date as short-term investments. The Company periodically evaluates whether declines in the fair values of its investments below their amortized cost basis are other-than-temporary. This evaluation considers qualitative and quantitative factors regarding the severity and duration of the unrealized loss as well as the Company’s ability and intent to hold the investment until a forecasted recovery occurs, including whether the Company has plans to sell the security or whether it is more likely than not the Company will be required to sell any investment before recovery of its amortized cost basis. Factors considered include quoted market prices, recent financial results and operating trends, implied values from any recent transactions or offers of investee securities, credit quality of debt instrument issuers, other publicly available information that may affect the value of the investments, duration and severity of the decline in value, and the Company’s strategy and intentions for holding the investment. If the estimated fair value of a debt security is below its amortized cost basis, the Company evaluates whether credit losses exist for the related securities. Credit-related losses are recognized as an allowance for credit losses on the balance sheet with a corresponding adjustment recognized in net loss. Unrealized gains and losses that are unrelated to credit deterioration are reported in other comprehensive loss. The Company recognizes purchase premiums and discounts 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 the statements of operations and comprehensive loss using the specific-identification method. Fair Value of Financial Instruments The accounting guidance defines fair value, establishes 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. The carrying amounts of prepaid expenses and other assets, accounts payable, and accrued and other current liabilities are considered to be representative of their respective fair values due to their short maturities. Derivative Liability, Convertible Notes Discount and Amortization The Company’s convertible note (see Note 7) had conversion and redemption features that met the definition of an embedded derivative and were therefore subject to bifurcation and derivative accounting. The initial recognition of the fair value of the derivative resulted in a discount to the convertible note, with a corresponding derivative liability. The discount to the convertible note was amortized using the effective interest method. The amortization of the discount is included in interest and other income (expense) in the statements of operations and comprehensive loss. The derivative liability related to these features was recorded at estimated fair value and remeasured on a recurring basis. Any changes in fair value were reflected as change in fair value of derivative liability in the statements of operations and comprehensive loss at each reporting date while such instruments were outstanding. The derivative liability was settled in March 2021 upon conversion of the underlying convertible note into Series B convertible preferred stock, resulting in a loss on extinguishment of the convertible promissory note. Leases At the inception of a contractual arrangement, the Company determines whether the contract contains a lease by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset in exchange for consideration over a period of time. If both criteria are met, the Company records the associated lease liability and corresponding right-of-use ("ROU") asset upon commencement of the lease using the implicit rate or a discount rate based on a credit-adjusted secured borrowing rate commensurate with the term of the lease. The Company additionally evaluates leases at their inception to determine if they are to be accounted for as an operating lease or a finance lease. A lease is accounted for as a finance lease if it meets one of the following five criteria: the lease has a purchase option that is reasonably certain of being exercised, the present value of the future cash flows is substantially all of the fair market value of the underlying asset, the lease term is for a significant portion of the remaining economic life of the underlying asset, the title to the underlying asset transfers at the end of the lease term, or if the underlying asset is of such a specialized nature that it is expected to have no alternative uses to the lessor at the end of the term. Leases that do not meet the finance lease criteria are accounted for as an operating lease. Operating lease assets represent a right to use an underlying asset for the lease term and operating lease liabilities represent an obligation to make lease payments arising from the lease. Operating lease liabilities with a term greater than one year and their corresponding ROU assets are recognized on the balance sheet at the commencement date of the lease based on the present value of lease payments over the expected lease term. Certain adjustments to the ROU asset may be required for items such as initial direct costs paid or incentives received. As the Company’s leases do not typically provide an implicit rate, the Company utilizes the appropriate incremental borrowing rate, determined as the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term and in a similar economic environment. Lease cost is recognized on a straight-line basis over the lease term and variable lease payments are recognized as operating expenses in the period in which the obligation for those payments is incurred. Variable lease payments primarily include common area maintenance, utilities, real estate taxes, insurance, and other operating costs that are passed on from the lessor in proportion to the space leased by the Company. The Company has elected the practical expedient to not separate lease and non-lease components. Liability for Early Exercise of Stock Options Certain individuals were granted the ability to early exercise their stock options. The shares of common stock issued from the early exercise of unvested stock options are restricted and continue to vest in accordance with the original vesting schedule. The Company has the option to repurchase any unvested shares at the original purchase price upon any voluntary or involuntary termination. The shares purchased by the employees and non-employees pursuant to the early exercise of stock options are not deemed, for accounting purposes, to be outstanding until those shares vest. The cash received in exchange for exercised and unvested shares related to stock options granted is recorded as a liability for the early exercise of stock options on the accompanying balance sheets and will be reclassified as common stock and additional paid-in capital as the shares vest. Unvested shares issued under early exercise provisions subject to repurchase by the Company totaled 148,133 and 253,824 shares as of June 30, 2022 and December 31, 2021, respectively. As of June 30, 2022 and December 31, 2021, the Company recorded $ 0.1 million and $ 0.2 million respectively, associated with shares issued with repurchase rights as other noncurrent liabilities in the accompanying condensed balance sheets. Commitments and Contingencies The Company recognizes a liability with regard to loss contingencies when it believes it is probable a liability has been incurred, and the amount can be reasonably estimated. If some amount within a range of loss appears at the time to be a better estimate than any other amount within the range, the Company accrues that amount. When no amount within the range is a better estimate than any other amount the Company accrues the minimum amount in the range. In the event the Company becomes subject to claims or suits arising in the ordinary course of business, the Company would accrue a liability for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. The Company has not recorded any such liabilities at either June 30, 2022 or December 31, 2021. Net Loss Per Share Basic net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted- average number of shares of common stock outstanding for the period. Diluted net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock and common stock equivalents outstanding for the period. Common stock equivalents are only included when their effect is dilutive. The Company’s potentially dilutive securities include outstanding stock options under the Company’s equity incentive plan and have been excluded from the computation of diluted net loss per share as they would be anti-dilutive to the net loss per share. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss position. The following tables summarize the computation of the basic and diluted net loss per share (in thousands, except share and per share data): Three Months Ended Six Months Ended 2022 2021 2022 2021 Numerator: Net loss $ ( 22,636 ) $ ( 8,552 ) $ ( 46,169 ) $ ( 14,403 ) Denominator: Weighted-average common shares outstanding, basic and diluted 39,742,161 3,741,667 39,672,541 3,708,083 Less: Weighted average unvested common stock ( 148,133 ) ( 756,484 ) ( 148,133 ) ( 829,920 ) Weighted average shares used to compute net loss per share, basic and diluted 39,594,028 2,985,183 39,524,408 2,878,163 Net loss per share, basic and diluted $ ( 0.57 ) $ ( 2.86 ) $ ( 1.17 ) $ ( 5.00 ) The following table sets forth the outstanding potentially dilutive securities that have been excluded in the calculation of diluted net loss per share because their inclusion would be anti-dilutive. As of June 30, 2022 2021 Series A convertible preferred stock — 54,143,753 Series B convertible preferred stock — 35,764,462 Common stock options and restricted stock units 8,820,390 5,131,318 Total 8,820,390 95,039,533 Segments The Company has determined that it operates and manages one operating segment, which is the business of researching and developing vaccines against infectious diseases. The Company’s chief operating decision maker, its chief executive officer, reviews financial information on an aggregate basis for the purpose of allocating resources. All assets of the Company are located in the United States. Recent Accounting Pronouncements Recently Adopted Accounting Standards In December 2019, the FASB issued ASU 2019-12, Income Taxes—Simplifying the Accounting for Income Taxes (“ASU 2019-12”). The new guidance simplifies the accounting for income taxes by removing several exceptions in the current standard and adding guidance to reduce complexity in certain areas, such as requiring that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. The new standard is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022 for all non-public entities, with early adoption permitted, and is effective for fiscal years beginning after December 15, 2020, including interim periods within those annual periods for public entities. The Company adopted ASU 2019-12 on January 1, 2021 and the standard did not have a material impact on its condensed financial statements and related disclosures. Recently Issued Accounting Standards In June 2016, the FASB issued ASU 2016-13, Financial Instruments: Credit Losses (Topic 326) as clarified in ASU 2019-04, ASU 2019-05, and ASU 2020-02 ("ASU 2016-13"). The objective of the standard is to provide information about expected credit losses on financial instruments at each reporting date and to change how other-than-temporary impairments on investment securities are recorded. ASU 2016-13 will become effective beginning January 1, 2023, with early adoption permitted. The Company is currently evaluating the potential impacts of ASU 2016-13 on its financial condition, results of operations, cash flows and financial statement disclosures. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements The accounting guidance defines fair value, establishes 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 —Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 —Quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. Level 3 —Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). No transfers between levels have occurred during the periods presented. The Company measures the fair value of money market funds and U.S. Treasury securities based on quoted prices in active markets for identical securities. The Company measures the fair value of corporate debt securities and commercial paper based on recent trades of securities in inactive markets or based on quoted prices of similar instruments in active markets and other significant inputs derived from or corroborated by observable market data. The following table summarizes, by major security type, the Company's cash, cash equivalents, and investments that are measured at fair value on a recurring basis by level within the fair value hierarchy as of June 30, 2022 (in thousands): June 30, 2022 Fair Value Hierarchy Level Amortized Cost Gross Unrealized Gross Unrealized Fair Market Value Assets: Cash and cash equivalents: Cash Level 1 $ 47,754 $ — $ — $ 47,754 Money market funds Level 1 43,850 — — 43,850 U.S. Treasury securities Level 1 3,748 — ( 1 ) 3,747 Corporate debt securities and commercial paper Level 2 12,995 — ( 1 ) 12,994 Total cash and cash equivalents 108,347 — ( 2 ) 108,345 Investments: U.S. Treasury securities Level 1 71,285 1 ( 216 ) 71,070 Corporate debt securities and commercial paper Level 2 63,447 9 ( 67 ) 63,389 Total investments 134,732 10 ( 283 ) 134,459 Total assets measured at fair value on a recurring basis $ 243,079 $ 10 $ ( 285 ) $ 242,804 As of December 31, 2021, the Company considered the carrying amounts of cash and cash equivalents to be representative of their respective fair values due to their short maturities. All investments held as of June 30, 2022 were classified as available-for-sale debt securities and had contractual maturities within one year. There were no realized gains or losses on these securities for the three and six months ended June 30, 2022. The aggregate fair value of available-for-sale debt securities in an unrealized loss position as of June 30, 2022 was $ 83.4 million. The Company evaluated its investments for other-than-temporary impairment and considered the decline in market value for the securities to be primarily attributable to current economic and market conditions. It is not more likely than not that the Company will be required to sell the investments, and the Company does not intend to do so prior to recovery of the amortized cost basis. As further described in Note 7, the Company issued a convertible promissory note in August 2020. The convertible promissory note contained certain features that met the definition of a derivative and were required to be bifurcated. The Company accounted for these as a single derivative comprising all the features requiring bifurcation. The fair value of the derivative liability was estimated using a scenario-based analysis comparing the probability-weighted present value of the convertible promissory note payoff at maturity with and without the bifurcated features. The Company considered possible outcomes available to the noteholders, including various financing dissolution scenarios. In addition, the probabilities applied to various scenarios, the time to liquidity for each scenario, and the discount rate were the key unobservable inputs. The following table summarizes information about the significant unobservable inputs used in the fair value measurements for the derivative liability: March 19, 2021 Probability of financing 100 % Probability of dissolution — Time to liquidity (years) — Discount rate 7.6 % The Company adjusted the carrying value of the derivative liability within the convertible promissory note to the estimated fair value at each reporting date, with any related increases or decreases in the fair value recorded as change in fair value of derivative liability in the statements of operations and comprehensive loss. For the three and six months ended June 30, 2021, the Company recognized $ 0 and $ 0.2 million, respectively, of other income in the statements of operations and comprehensive loss related to increases in the fair value of the embedded derivative liability. On March 19, 2021, in connection with the closing of the Series B convertible preferred stock financing, the convertible promissory note (including accrued interest) and derivative liability converted into 2,805,850 shares of Series B-2 convertible preferred stock. As a result of the conversion, the Company recorded a loss on extinguishment of convertible promissory notes of $ 0.8 million in other expense in the condensed statements of operations and comprehensive loss for the six months ended June 30, 2021, which included the derecognition of unamortized debt issuance costs. The following table provides a reconciliation of the fair value of the derivative liability using Level 3 significant unobservable inputs (in thousands): Derivative Liability Fair value at December 31, 2020 $ ( 1,604 ) Change in fair value of embedded derivative liability ( 205 ) Reclassification of derivative liability into convertible preferred stock resulting from conversion of convertible promissory note 1,809 Fair value at June 30, 2021 $ — |
Grant Agreement
Grant Agreement | 6 Months Ended |
Jun. 30, 2022 | |
Grant Agreement [Abstract] | |
Grant Agreement | 4. Grant Agreement Bill & Melinda Gates Foundation Grant Agreement In support of the Company’s development of its IVX-411 COVID-19 vaccine for pandemic use, in September 2020, the Company entered into the grant agreement (the “Grant Agreement”) with the Bill & Melinda Gates Foundation (“BMGF”), under which it was awarded a grant totaling up to $ 10.0 million (the “Grant”). The Grant supported development activities related to IVX-411, including the Company’s regulatory filing preparations and its Phase 1/2 clinical trial of IVX-411. The Grant terminated in accordance with its terms on March 31, 2022. Concurrent with and in connection with the Grant Agreement, the Company entered into a Global Access Commitments Agreement (“GACA”) with BMGF. Under the terms of the GACA, among other things, the Company agreed to make a certain amount of its IVX-411 COVID-19 vaccine for pandemic use available and accessible at affordable pricing to people in certain low- and middle-income countries, if the vaccine was commercialized. Payments received in advance that were related to future performance were deferred and recognized as revenue when the research and development activities were performed. Cash payments received under the Grant Agreement were restricted as to their use until eligible expenditures were incurred. At June 30, 2022, the Company had no restricted cash and deferred revenue, and at December 31, 2021, had $ 0.6 million of restricted cash and deferred revenue, representing funds received from BMGF and the Company's estimate of costs to be reimbursed and revenue to be recognized, respectively, in the next twelve months under the Grant Agreement. The Company received no funding from BMGF during the three and six months ended June 30, 2022. During the three and six months ended June 30, 2021, the Company received $ 0 and $ 2.7 million, respectively, in funding from BMGF. During the three and six months ended June 30, 2022, the Company recognized revenue from the Grant Agreement of $ 0 and $ 0.6 million, respectively. During the three and six months ended June 30, 2021, the Company recognized revenue from the Grant Agreement of $ 1.9 million and $ 3.9 million, respectively. The Company had received the full $ 10.0 million in funding under the Grant Agreement as of December 31, 2021, and through June 30, 2022, the Company has recognized $ 10.0 million in revenue since the inception of the Grant Agreement. |
Additional Balance Sheet Inform
Additional Balance Sheet Information | 6 Months Ended |
Jun. 30, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Additional Balance Sheet Information | 5. Additional Balance Sheet Information Accrued and other current liabilities consist of the following (in thousands): As of As of Taxes payable $ 10 $ — Accrued paid time off 576 342 Accrued bonus 1,451 2,216 Other accrued liabilities 5,144 1,977 Accrued 401k 140 156 ESPP liability 28 66 Total accrued and other current liabilities $ 7,349 $ 4,757 |
License Agreements
License Agreements | 6 Months Ended |
Jun. 30, 2022 | |
License Agreements [Abstract] | |
License Agreements | 6. License Agreements License Agreement with the National Institutes of Health The Company is a party to a non-exclusive patent license agreement (as amended, the “NIH Agreement”) with a U.S. government entity, the National Institutes of Health, represented by National Institute of Allergy and Infectious Disease (“NIAID”), which was originally entered into in June 2018. Under the NIH Agreement, the Company obtained a non-exclusive, worldwide, royalty-bearing, sublicensable license under certain NIAID patent rights, and transfer of know-how and biological materials for use in adjuvanted or non-adjuvanted vaccines for the prevention, cure, or treatment of RSV and metapneumovirus (hMPV) infection in humans. Under the NIH Agreement, the Company is required to use commercially reasonable efforts to meet certain specified development, sales and regulatory milestones related to the licensed products within specified time periods. In consideration of the rights granted to the Company under the NIH Agreement, the Company paid a licensing fee upon execution of the NIH Agreement of $ 100,000 , and will pay annual minimum royalty payments starting in the second year after the initial sale of each licensed product which can be credited against any earned royalties due for sales made in the year. The Company is obligated to pay aggregate potential milestone payments of up to $ 8.6 million with respect to future development and commercial milestones. Additionally, the Company has agreed to pay a tiered royalty of a low single digit percentage on net sales of all products applicable to the license. Additional royalties would be due in connection with sublicenses. The Company’s royalty obligations continue for each licensed product for so long as licensed patent rights exist and have not expired, been revoked, lapsed, or held unenforceable. The NIH Agreement will terminate upon the last expiration of the patent rights or the Company may terminate the entirety of the agreement upon discontinuation of development or sales of licensed products and provision of written notice thereof to NIH. The Company made no payments associated with the license during the three and six months ended June 30, 2022, and during the three and six months ended June 30, 2021, the Company paid a negligible amount in fees associated with the license, which were recorded as research and development expenses. License Agreements with University of Washington License Agreement with respect to RSV and Other Pathogens The Company is a party to an exclusive license agreement with the University of Washington (“UW”), originally entered into in June 2018 (as amended, the “UW 2018 Agreement”). Under the UW 2018 Agreement, UW granted the Company an exclusive, worldwide, royalty-bearing, sublicensable license under certain UW patents to make, use, sell, offer to sell, import, and otherwise exploit any product covered by the licensed patents, or licensed products, for the prophylactic and/or therapeutic treatment of RSV infection, hMPV infection and seven other infectious diseases. UW also granted the Company a non-exclusive, worldwide license under certain know-how related to the licensed patents. The licensed patents and know-how generally relate to computationally designed nanoparticles and vaccines based upon such designs, and relate to the Company’s proprietary two-component virus-like-particle technology. The Company’s rights and obligations under the UW 2018 Agreement are subject to certain U.S. government rights, certain global access commitment rights for humanitarian purposes to BMGF, certain rights to Howard Hughes Medical Institute ("HHMI"), and certain other limited rights retained by UW. The Company issued 192,276 shares of common stock on August 1, 2018 in exchange for the UW 2018 Agreement’s exclusive license. Under the UW 2018 Agreement, the Company is required to use commercially reasonable efforts to meet certain specified development, regulatory and sales milestones related to the licensed products within specified time periods. In consideration of the rights granted to the Company under the UW 2018 Agreement, the Company is required to pay an annual maintenance fee in the mid four figures starting in 2020. Additionally, the Company is required to pay minimum annual royalties following the first year after commercial sale of each licensed product. There are milestone payments due upon the completion of certain development, regulatory, and commercial milestones for licensed products in the future. The aggregate potential milestone payments for future development, regulatory, and sales-based milestones are $ 1.35 million per indication, up to a maximum of $ 12.2 million in total milestone payments. Additionally, the Company has agreed to pay a royalty of a low single digit percentage on net sales of all licensed products. Additional royalties would be due in connection with sublicenses. The Company’s royalty obligations continue for each licensed product for so long as licensed patent rights exist and have not expired, been revoked, lapsed, or held unenforceable. Unless terminated earlier, the UW 2018 Agreement will remain in effect until all licensed patent rights have terminated and all obligations due to UW have been fulfilled. The last-to-expire licensed patent, if issued, is expected to expire in 2042, subject to any adjustment or extension of patent term that may be available. UW can terminate the UW 2018 Agreement if the Company breaches or fails to perform one of its material duties under the UW 2018 Agreement and the Company is unable to remedy the default within an agreed upon time period that can be extended by UW. The Company may terminate the UW 2018 Agreement at will with prior written notice to UW. Option and License Agreement with Respect to COVID-19 The Company is also a party to an option and license agreement, originally entered into in July 2020 (as amended, the “UW 2020 Agreement”). Under the UW 2020 Agreement, UW granted the Company a non-exclusive, worldwide (excluding South Korea), sublicensable license under certain UW patents to make, use, sell, offer to sell, import, or otherwise exploit any product covered by the licensed patents for the prophylactic and/or therapeutic treatments of SARS-CoV-2 infection. Under an option exercised by the Company, UW granted the Company an exclusive license under the licensed patents for the United States, Canada, Mexico, and Europe (including Switzerland and the United Kingdom) starting in 2025. UW also granted the Company a non-exclusive, worldwide license under certain know-how related to the licensed patents. The licensed patents and know-how generally relate to computationally designed nanoparticles and vaccines based upon such designs. The Company’s rights and obligations under the UW 2020 Agreement are subject to certain U.S. government rights, certain global access commitment rights for humanitarian purposes to BMGF, certain rights to HHMI, and certain other limited rights retained by UW. Under the UW 2020 Agreement, the Company is required to use commercially reasonable efforts to meet certain specified development, regulatory and sales milestones related to the licensed products within specified time periods. The Company has agreed to pay a royalty of a low single digit percentage on net sales of all products applicable to the license. However, the Company will not be required to pay royalties on net sales of any licensed product under the UW 2020 Agreement if the Company is required to pay royalties on net sales under the UW 2018 Agreement. Additional royalties would be due in connection with sublicenses and milestones. The Company’s royalty obligations continue for each licensed product for so long as licensed patent rights exist and have not expired, been revoked, lapsed, or held unenforceable. Unless terminated earlier, the UW 2020 Agreement will remain in effect until all licensed patent rights have terminated and all obligations due to UW have been fulfilled. The last-to-expire licensed patent, if issued, is expected to expire in 2041, subject to any adjustment or extension of patent term that may be available. UW can terminate the UW 2020 Agreement if the Company breaches or fails to perform one of its material duties under the UW 2020 Agreement and the Company is unable to remedy the default within an agreed upon time period that can be extended by UW. The Company may terminate the UW 2020 Agreement at will with prior written notice to UW. During the three and six months ended June 30, 2022, the Company paid $ 0.3 million in fees associated with the 2018 and 2020 Agreements, and during the three and six months ended June 30, 2021, the Company paid negligible amounts in fees associated with the 2018 and 2020 Agreements, which were recorded as research and development expenses. License Agreement with Respect to Influenza The Company is a party to a license agreement with UW ("UW Flu License Agreement") entered into in September 2021. Pursuant to the UW Flu License Agreement, UW granted the Company a non-exclusive, worldwide, royalty-bearing, sublicensable (subject to certain restrictions) license under certain UW patents to make, use, sell, offer to sell, import, and otherwise exploit any product covered by the licensed patents ("Licensed Flu Products"), for the prophylactic and/or therapeutic treatment of influenza. UW also granted the Company a non-exclusive, worldwide license to use certain know-how related to the licensed patents. The licensed patents and know-how generally relate to computationally designed nanoparticles and vaccines based upon such designs, and relate to the Company's proprietary two-component virus-like-particle technology and nanoparticle-based influenza virus vaccines. The United States federal government and HHMI have similar rights under the UW Flu License Agreement and the UW 2018 Agreement described above in “License Agreement with respect to RSV and Other Pathogens". The Company is obligated to use commercially reasonable efforts to commercialize Licensed Flu Products, and to initiate a clinical trial with respect to such Licensed Flu Products by a specified date in 2025. If the Company is unable to initiate a clinical trial by the specified date and cannot agree with UW to modify such obligation or does not cure by meeting such obligation, then UW may terminate the UW Flu License Agreement. Under the UW Flu License Agreement, the Company paid UW a one-time upfront license fee, and after September 2023 and for the remainder of the term of the UW Flu License Agreement, the Company is required to pay tiered minimum annual fees ranging from the mid four figures to the mid five figures, with such fees creditable against royalty payments. The Company is required to pay UW up to an aggregate of $ 6.4 million for payments related to development and commercial milestones. The Company is also required to pay UW a fixed, low single-digit percentage royalty on net sales of Licensed Flu Products by the Company and its sublicensees, subject to certain reductions if the Company is required to pay for third-party intellectual property rights in order to commercialize the Licensed Flu Products. The Company is not obligated to pay duplicate royalties on net sales of any Licensed Flu Products if the Company is already required to pay a royalty on such net sales under the UW 2018 Agreement and the UW 2020 Agreement. Unless terminated earlier, the UW Flu License Agreement will remain in effect until all licensed patent rights have terminated and all obligations due to UW have been fulfilled. The last-to-expire licensed patent, if issued, is expected to expire in 2041 , subject to any adjustment or extension of patent term that may be available. UW can terminate the UW Flu License Agreement if the Company breaches or fails to perform one of its material duties under the UW Flu License Agreement and is unable to remedy the default within an agreed upon time period that can be extended by UW. The Company can terminate the UW Flu License Agreement at will with prior written notice to UW. During the three and six months ended June 30, 2022, the Company paid $ 0.1 million in fees associated with the UW Flu License Agreement which were recorded as research and development expenses. License Agreement with the University of Texas The Company is a party to an exclusive patent license agreement with the University of Texas at Austin (“UT”) with respect to its hMPV antigen utilized in the IVX-A12 program (the “UT Agreement”). The UT Agreement was entered into in June 2021. Under the UT Agreement, UT granted the Company an exclusive, worldwide, royalty-bearing, sublicensable license under certain patent rights, to use licensed know-how for prevention, cure, amelioration or treatment of respiratory disease caused by hMPV infection in all vaccine fields, excluding up to one mRNA-based vaccine. The Company is obligated to pay aggregate potential milestone payments of up to $ 4.6 million with respect to future development and commercial milestones. Unless terminated earlier, the UT Agreement will remain in effect until all the licensed patent rights have expired. The Company may terminate the UT Agreement with prior written notice to UT. UT may terminate the UT Agreement in whole or in part, or narrow the vaccine field, reduce the territory, or convert the license from exclusive to non-exclusive if the Company: (i) fails to meet its payment obligations, (ii) commits an uncured breach, (iii) commits three or more cured breaches within a specified time period, (iv) challenges the validity, enforceability, or scope of the licensed patent rights, or (v) undergoes certain insolvency-related events. During the three and six months ended June 30, 2022, the Company paid a negligible amount in fees associated with the UT Agreement. |
Convertible Promissory Note
Convertible Promissory Note | 6 Months Ended |
Jun. 30, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Convertible Promissory Note | 7. Convertible Promissory Note In August 2020, the Company issued a $ 6.5 million convertible promissory note (“Convertible Promissory Note”). The Convertible Promissory Note accrued interest at a rate of 6 % a year with a maturity date two years from issuance. The Convertible Promissory Note could be converted or redeemed as follows (i) automatically converted in a qualified Series B financing transaction from which the Company would receive total gross proceeds of not less than $ 5.0 million at a conversion price equal to 85 % of the per share price paid by investors for such securities, (ii) automatically converted upon initial public offering at a conversion price equal to 85% of the per share price off common stock in the initial public offering, (iii) optionally converted into Series A-3 convertible preferred stock if a change in control, IPO, or qualified Series B financing had not occurred prior to the maturity date at a price equal to an amount determined by dividing $ 140 million by the fully diluted capitalization of the Company at the time of conversion, or (iv) repaid upon a change in control for an amount equal to the issue price plus accrued and unpaid interest or an amount as would have been payable if the noteholders had optionally converted into shares of Series A-3 convertible preferred stock. The Convertible Promissory Note was converted in March 2021 in connection with the Series B financing. The Convertible Promissory Note was accounted for in accordance with ASC 470-20, Debt with Conversion and Other Options (“ASC 470-20”) and ASC 815-15, Derivatives and Hedging - Embedded Derivatives (“ASC 815-15”). Under ASC 815-15, an embedded feature is required to be bifurcated if all three conditions are met: (1) economic characteristics and risks of the embedded derivative are not clearly and closely related to the economic characteristics and risks of the host contract, (2) the hybrid instrument is not remeasured at fair value under otherwise applicable GAAP with changes in fair value reported in earnings as they occur, and (3) a separate instrument which the same terms as the embedded derivative would be considered a derivative instrument subject to derivative accounting (the initial net investment for the hybrid instrument should not be considered to be the initial net investment for the embedded derivative). The Company bifurcated certain features that were required to be accounted for separately as a single embedded derivative. The initial fair value of this derivative of $ 1.8 million was recorded as a liability, and as a reduction to the carrying value of the Convertible Promissory Note. The Company also incurred a negligible amount of issuance costs related to the Convertible Promissory Note, which were also recorded as a reduction to the Convertible Promissory Note on the condensed balance sheet. The debt discount comprised the initial fair value of the derivative liability and the issuance costs, and was amortized using the effective interest method over the two-year contractual term of the Convertible Promissory Note and presented as a direct reduction of the debt liability. The debt discount was being amortized at an effective interest rate of 23.8 %. Interest expense incurred in connection with the Convertible Promissory Note consisted of the following (in thousands): Six Months Ended Coupon interest at 6% $ 86 Accretion of discount and amortization of issuance costs 178 Total interest expense on Convertible Promissory Note $ 264 On March 19, 2021, in connection with the closing of the Series B convertible preferred stock financing, the Convertible Promissory Note (including accrued interest) and derivative liability converted into 2,805,850 shares of Series B-2 convertible preferred stock at an issuance price of $ 2.39846 per share. As a result of the conversion, the Company recorded a loss on extinguishment of convertible promissory note of $ 0 and $ 0.8 million in other expense in the condensed statements of operations and comprehensive loss for the three and six months ended June 30, 2021, respectively, which included the unamortized debt issuance costs. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Leases | 8. Leases In January 2020, and amended in March 2020, the Company entered into a 12-month lease agreement with renewal options for office and laboratory space in Seattle, Washington. The lease was terminated in June 2022. The lease agreement was considered short-term and therefore, no right-of-use asset or lease liability was recorded. In December 2021, the Company entered into a lease agreement for corporate office and laboratory space in Seattle, Washington. The Company took possession of certain leased space at various dates in January 2022 and March 2022, and temporary office and laboratory space under a short-term lease in June 2022. The lease agreement expires in December 2027 and provides for a one-time option to extend for a period of five additional years. The lease agreement provides the Company with an allowance for tenant improvements of $ 5.3 million that will be reimbursed to the Company or paid on its behalf as construction of improvements occurs. Through June 30, 2022, the Company received $ 2.6 million of the tenant improvement allowance. The monthly base rent will be $ 0.2 million for the first year and will increase by 3.0 % per year over the initial term. In addition, the Company is obligated to pay for common area maintenance and other costs. Under the terms of the lease agreement, the Company is required to maintain a standby letter of credit of $ 1.1 million at the execution of the lease agreement, reduced to $ 0.9 million at the first anniversary, and further reduced to $ 0.7 million at the second anniversary of the lease. In June 2022, the Company took possession of temporary office and laboratory space under a short-term lease. Classification of ROU assets and lease liabilities and the weighted-average remaining lease term and discount rate associated with operating leases are as follows ($ in thousands): As of As of ROU assets: ROU assets - operating leases $ 3,227 $ — Lease liabilities: Current portion of operating lease liabilities 1,061 — Noncurrent portion of operating lease liabilities 5,235 — Total lease liabilities $ 6,296 $ — Weighted-average remaining lease term (in years): Operating leases 5.5 — Weighted-average discount rate: Operating leases 8.0 % — The components of lease costs are as follows (in thousands): Three Months Ended Six Months Ended 2022 2021 2022 2021 Operating lease costs $ 255 $ — $ 440 $ — Short-term lease costs 228 126 369 140 Total lease costs $ 483 $ 126 $ 809 $ 140 The maturities of lease liabilities and reconciliation to the present value of lease liabilities are as follows (in thousands): As of June 30, 2022 $ — 2023 2,137 2024 2,201 2025 2,267 2026 2,335 Thereafter 2,405 Total undiscounted lease payments 11,345 Less: lease incentives ( 2,672 ) Less: imputed interest ( 2,377 ) Total lease liabilities 6,296 Less: current lease liabilities ( 1,061 ) Lease liabilities, net of current portion $ 5,235 |
Convertible Preferred Stock and
Convertible Preferred Stock and Stockholders' Equity (Deficit) | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Convertible Preferred Stock and Stockholders' Equity (Deficit) | 9. Convertible Preferred Stock and Stockholders’ Equity (Deficit) Convertible Preferred Stock Prior to its conversion into common stock in connection with the Company’s IPO in August 2021, the Company’s convertible preferred stock was classified as temporary equity on the Company’s balance sheets in accordance with authoritative guidance. Convertible preferred stock authorized and issued and its principal terms as of June 30, 2021 consisted of the following ($ amounts in thousands): Shares Shares Issued Shares of Aggregate Carrying Series A-1 49,193,959 49,193,959 11,837,711 $ 47,300 $ 46,916 Series A-2 4,949,794 4,949,794 1,191,082 $ 3,807 $ 4,150 Series B-1 32,958,612 32,958,612 7,930,924 $ 93,000 $ 92,630 Series B-2 2,805,850 2,805,850 675,181 $ 6,730 $ 7,917 Total 89,908,215 89,908,215 21,634,898 $ 150,837 $ 151,613 In February 2021, the Company triggered a milestone closing associated with its Series A-1 convertible preferred stock resulting in the issuance of 21,944,874 shares. In March 2021, before the Company effected a 1-for-4.1557 reverse stock split of its issued and outstanding shares of common stock and a proportional adjustment to the existing conversion ratios for each series of the Company’s convertible preferred stock in July 2021, the Company entered into a convertible preferred stock purchase agreement for the issuance of 35,764,462 shares of Series B convertible preferred stock, $ 0.0001 par value per share, of which 32,958,612 shares of Series B-1 and 2,805,850 shares of Series B-2 were issued. The Series B convertible preferred stock financing resulted in net cash proceeds of $ 92.7 million, net of $ 0.35 million in issuance costs from the sale of 32,958,612 shares of Series B-1 convertible preferred stock at a price of $ 2.82172 per share. In addition, the Convertible Promissory Note of $ 6.5 million that the Company issued in August 2020, including accrued interest as of the date of conversion of $ 0.2 million, was converted into 2,805,850 shares of Series B-2 convertible preferred stock on March 19, 2021 at 85 % of the offering’s share price. In connection with the Company’s IPO in August 2021, all outstanding shares of the convertible preferred stock converted into 21,634,898 shares of common stock and the related carrying value was reclassified to common stock and additional paid-in capital. There were no shares of convertible preferred stock outstanding as of the closing of the IPO. In addition, on August 2, 2021, the Company amended and restated its certificate of incorporation to authorize 500,000,000 shares of common stock and 50,000,000 shares of preferred stock, which shares of preferred stock are currently undesignated. The Company does not have any outstanding preferred stock as of June 30, 2022. Common Stock As of June 30, 2022 and December 31, 2021, of the Company's 500,000,000 authorized shares of common stock, 39,778,530 and 39,429,103 shares were issued, respectively. As of June 30, 2022 and December 31, 2021, shares outstanding, which excludes common stock issued from the early exercise of unvested stock options, were 39,630,397 and 39,175,279 , respectively. Equity Incentive Plans In 2017, the Company established an equity incentive plan (the “2017 Plan”) under which incentives may be granted to officers, employees, directors, consultants and advisors. Awards under the 2017 Plan consisted of restricted stock and incentive and non-qualified stock options to purchase shares of common stock of the Company. During 2021, the Company’s stockholders approved the 2021 Incentive Plan (the “2021 Plan”), which became effective in July 2021. The 2021 Plan provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, dividend equivalents, restricted stock units ("RSUs") and other stock or cash-based awards. The number of shares of the Company’s common stock initially reserved for issuance under the 2021 Plan is 4,600,000 shares; plus the shares of common stock remaining available for issuance under the 2017 Plan as of the effective date of the 2021 Plan, as well as any shares subject to outstanding awards under the 2017 Plan as of the effective date of the 2021 Plan that become available for issuance under the 2021 Plan thereafter in accordance with its terms. The number of shares initially available for issuance increases annually on January 1 of each calendar year beginning in 2022 and ending in and including 2031, equal to the lesser of (A) 5% of the shares outstanding on the final day of the immediately preceding calendar year and (B) a smaller number of shares as determined by our board of directors. The reserve for the 2021 Plan increased by 5 %, or 1,971,455 shares, effective January 1, 2022. No more than 50,000,000 shares of common stock may be issued under the 2021 Plan upon the exercise of incentive stock options. The 2021 Plan is administered by the Board of Directors of the Company or a committee appointed by the Board of Directors, which determines the types of awards to be granted, including the number of shares subject to the awards, the exercise price and the vesting schedule. All option and service-based RSU awards are subject to a time-based vesting period which will generally be four years . Performance-based RSU awards are subject to vesting conditions based on the achievement of specified milestones related to development of vaccine candidates. Certain option and RSU awards provide for accelerated vesting if there is a change in control or if other contractually specified contingencies are met. The term of stock options granted under the 2021 Plan cannot exceed ten years (or five years in the case of incentive stock options granted to certain significant stockholders). Options shall not have an exercise price less than 100 % of the fair market value of the Company’s common stock on the grant date (or 110 % in the case of incentive stock options granted to certain significant stockholders), except with respect to certain substitute awards granted in connection with a corporate transaction. Common stock reserved for future issuance consisted of the following: As of June 30, 2022 Common stock options and restricted stock units granted and outstanding 8,820,390 Shares available for issuance under the equity incentive plans 3,195,652 Shares available for issuance under the 2021 Employee Stock Purchase Plan 740,900 Total common stock reserved for issuance 12,756,942 A summary of the status of the options issued under the Company’s equity incentive plans as of June 30, 2022, and information with respect to the changes in options outstanding is as follows : Options Weighted Average Exercise Weighted Average Remaining Aggregate Balance at December 31, 2021 6,591,727 $ 8.04 9.26 Granted 1,639,487 15.32 Exercised (including early) ( 297,726 ) 0.97 $ 4,298 Forfeited ( 135,967 ) 13.01 Balance at June 30, 2022 7,797,521 $ 9.76 8.37 $ 6,333 Vested and expected to vest as of 7,797,521 $ 9.76 8.37 $ 6,333 Vested and exercisable at 2,019,466 $ 6.12 6.40 $ 1,945 Exercisable options in the table above reflect the number of options vested as of the date reported. The 2021 Plan permits early exercises of options. Cash received for early exercise of unvested options is recognized as an other noncurrent liability in the accompanying balance sheet and totaled $ 0.1 million at June 30, 2022. The aggregate intrinsic value in the table above is calculated as the difference between the exercise price of the underlying options and the fair value of the Company’s common stock for all options that were in-the-money as of June 30, 2022. The grant date fair value of options granted during the six months ended June 30, 2022 was $ 18.8 million. The weighted-average grant date fair value of option grants during the six months ended June 30, 2022 was $ 11.48 per share. A summary of the status of RSUs issued under the Company’s equity incentive plans as of June 30, 2022, and information with respect to the changes in RSUs outstanding is as follows: Service-based RSUs Performance-based RSUs Units Weighted Average Grant-Date Fair Value Units Weighted Average Grant-Date Fair Value Nonvested at December 31, 2021 388,500 $ 25.96 — $ — Granted 615,419 $ 16.18 60,000 $ 18.74 Vested ( 2,916 ) $ 24.85 ( 12,000 ) $ 18.74 Forfeited ( 26,134 ) $ 14.78 — $ — Nonvested at June 30, 2022 974,869 $ 20.09 48,000 $ 18.74 Expected to vest at June 30, 2022 974,869 $ 20.09 — $ — Employee Stock Purchase Plan During 2021, the Company’s stockholders approved the 2021 Employee Stock Purchase Plan (the “ESPP”), which became effective in July 2021. The ESPP permits eligible employees who elect to participate in an offering under the ESPP to have up to 15% of their eligible earnings withheld, subject to certain limitations, to purchase shares of common stock pursuant to the ESPP. The price of common stock purchased under the ESPP is equal to 85% of the lower of the fair market value of the common stock at the commencement date of each offering period or the relevant date of purchase. The number of shares of common stock initially reserved for issuance under the ESPP is 400,000 shares. The number of shares of common stock reserved for issuance under the ESPP increased on January 1, 2022 and each January 1 thereafter through January 1, 2031, in an amount equal to the lower of (1) 1 % of the aggregate number of shares of common stock of the Company outstanding on the final day of the immediately preceding calendar year and (2) such smaller number of shares of common stock as determined by the Board, provided that no more than 15,000,000 shares of our common stock may be issued under the ESPP. The reserve for the ESPP increased by 1 % or 394,291 shares, on January 1, 2022. As of June 30, 2022, 53,391 shares have been purchased by employees under the ESPP. Stock-based compensation expense related to the ESPP for the three and six months ended June 30, 2022 was $ 0.1 million and $ 0.2 million, respectively, and was $ 0 for the three and six months ended June 30, 2021. Stock-Based Compensation Expense Stock-based compensation expense for all equity awards and the ESPP has been reported in the condensed statements of operations and comprehensive loss as follows (in thousands): Three Months Ended Six Months Ended 2022 2021 2022 2021 Research and development $ 2,178 $ 427 $ 3,865 $ 540 General and administrative 3,374 981 6,237 1,144 Total $ 5,552 $ 1,408 $ 10,102 $ 1,684 The Company recognizes compensation expense for options and RSU awards granted to employees and the board of directors based on their grant date fair value. The compensation expense is recognized over the vesting period of 4 years on a straight-line basis. The fair value of each stock option granted was determined using the Black-Scholes option pricing model. The assumptions used in the Black-Scholes option pricing model to determine the fair value of the employee and nonemployee stock option grants issued during the six months ended June 30, 2022 and 2021 were as follows: Six Months Ended 2022 2021 Risk-free rate of interest 1.43 %- 3.36 % 0.53 %- 1.23 % Expected term (years) 5.27 - 6.08 years 5.48 - 6.49 years Expected stock price volatility 89.3 % - 118.1 % 86.0 % - 88.4 % Dividend yield 0 % 0 % As of June 30, 2022, the unrecognized compensation cost related to outstanding stock options and RSU awards was $ 49.4 million and $ 16.5 million, respectively, and is expected to be recognized as expense over a weighted-average period of approximately 3.13 years. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes There was no provision for income taxes recorded during the three or six months ended June 30, 2022 or 2021. The Company’s deferred tax assets continue to be reduced by a full valuation allowance. The Company is subject to income taxes in the United States and its effective tax rate is calculated quarterly based upon current assumptions relating to the full year’s estimated operating results and various tax-related items. Each quarter an estimate of the annual effective tax rate is updated should the Company revise its forecast of earnings based upon its operating results. If there is a change in the estimated effective annual tax rate, a cumulative adjustment is made. The Company's effective tax rate was 0 % for the three and six months ended June 30, 2022 and 2021. The difference between the effective tax rate of 0 % and the U.S. federal statutory rate of 21 % for the three and six months ended June 30, 2022 and 2021 was primarily due to recognizing a full valuation allowance on deferred tax assets. As of June 30, 2022, the Company determined that, based on an evaluation of the four sources of taxable income that may be available under the tax law to realize a tax benefit for deductible temporary differences and carryforwards, and all available evidence, both positive and negative, including the Company's latest forecasts and cumulative losses in recent years, it was more likely than not that none of its deferred tax assets would be realized and therefore the Company continued to record a full valuation allowance. No current tax liability or expense has been recorded in the financial statements. |
Employee Saving Plan
Employee Saving Plan | 6 Months Ended |
Jun. 30, 2022 | |
Postemployment Benefits [Abstract] | |
Employee Saving Plan | 11. Employee Savings Plan The Company has a defined contribution 401(k) savings plan for those employees who meet minimum eligibility requirements. Under the terms of the plan, eligible employees may contribute up to 90 % of their annual compensation to the plan, subject to Internal Revenue Service limitations. The Company may also, at its sole discretion, make contributions to the plan. The Company contributed $ 0.1 million to the plan during the three and six months ended June 30, 2022. The Company did no t make any contributions to the plan during the three and six months ended June 30, 2021. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Event On August 15, 2022, the Company entered into an Equity Distribution Agreement (the "Equity Distribution Agreement") with Oppenheimer & Co. Inc. (the Agent), pursuant to which the Company may offer and sell shares of the Company’s common stock having an aggregate offering price of up to $ 150.0 million from time to time, in “at the market” offerings through the Agent. Sales of the shares of common stock, if any, will be made at prevailing market prices at the time of sale, or as otherwise agreed with the Agent. The Agent will receive a commission from the Company of up to 3.0 % of the gross proceeds of any shares of common stock sold under the Equity Distribution Agreement. The Company is not obligated to sell, and the Agent is not obligated to buy or sell, any shares of common stock under the Equity Distribution Agreement. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements as of June 30, 2022 and for the three and six months ended June 30, 2022 and 2021 have been prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States of America for interim financial information and pursuant to Article 10 of Regulation S-X under the Securities Act of 1933, as amended (the “Securities Act”). Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. These unaudited condensed financial statements include only normal and recurring adjustments that the Company believes are necessary to fairly state the Company’s financial position and the results of its operations and cash flows. The results for the three and six months ended June 30, 2022 are not necessarily indicative of the results expected for the full fiscal year or any subsequent interim period. The condensed balance sheet at December 31, 2021 has been derived from the audited financial statements at that date but does not include all disclosures required by GAAP for complete financial statements. Because all of the disclosures required by GAAP for complete financial statements are not included herein, these unaudited condensed financial statements and the notes accompanying them should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2021 included in the Annual Report on Form 10-K (the "Annual Report") that the Company filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2022. |
Use of Estimates | Use of Estimates The Company’s significant accounting policies are described in Note 2, “Summary of significant accounting policies,” of the Company’s audited financial statements for the year ended December 31, 2021 included in the Annual Report. There have been no material changes to the significant accounting policies previously disclosed in those audited financial statements. |
Cash and Cash Equivalents and Restricted Cash | Cash and Cash Equivalents and Restricted Cash Cash and cash equivalents consists of deposits with commercial banks in checking and interest-bearing accounts, highly rated money market funds, and all highly liquid investments with an original maturity of 90 days or less at the time of purchase. Restricted cash represents cash deposited in a collateral account to support a letter of credit issued as security for the Company's operating lease to rent office and laboratory space in Seattle, Washington. |
Investments | Investments Investments include U.S. Treasury securities, commercial paper, and corporate debt securities with a final maturity of each security of 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. The Company classifies investments maturing within one year of the reporting date as short-term investments. The Company periodically evaluates whether declines in the fair values of its investments below their amortized cost basis are other-than-temporary. This evaluation considers qualitative and quantitative factors regarding the severity and duration of the unrealized loss as well as the Company’s ability and intent to hold the investment until a forecasted recovery occurs, including whether the Company has plans to sell the security or whether it is more likely than not the Company will be required to sell any investment before recovery of its amortized cost basis. Factors considered include quoted market prices, recent financial results and operating trends, implied values from any recent transactions or offers of investee securities, credit quality of debt instrument issuers, other publicly available information that may affect the value of the investments, duration and severity of the decline in value, and the Company’s strategy and intentions for holding the investment. If the estimated fair value of a debt security is below its amortized cost basis, the Company evaluates whether credit losses exist for the related securities. Credit-related losses are recognized as an allowance for credit losses on the balance sheet with a corresponding adjustment recognized in net loss. Unrealized gains and losses that are unrelated to credit deterioration are reported in other comprehensive loss. The Company recognizes purchase premiums and discounts 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 the statements of operations and comprehensive loss using the specific-identification method. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The accounting guidance defines fair value, establishes 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. The carrying amounts of prepaid expenses and other assets, accounts payable, and accrued and other current liabilities are considered to be representative of their respective fair values due to their short maturities. |
Derivative Liability, Convertible Notes Discount and Amortization | Derivative Liability, Convertible Notes Discount and Amortization The Company’s convertible note (see Note 7) had conversion and redemption features that met the definition of an embedded derivative and were therefore subject to bifurcation and derivative accounting. The initial recognition of the fair value of the derivative resulted in a discount to the convertible note, with a corresponding derivative liability. The discount to the convertible note was amortized using the effective interest method. The amortization of the discount is included in interest and other income (expense) in the statements of operations and comprehensive loss. The derivative liability related to these features was recorded at estimated fair value and remeasured on a recurring basis. Any changes in fair value were reflected as change in fair value of derivative liability in the statements of operations and comprehensive loss at each reporting date while such instruments were outstanding. The derivative liability was settled in March 2021 upon conversion of the underlying convertible note into Series B convertible preferred stock, resulting in a loss on extinguishment of the convertible promissory note. |
Leases | Leases At the inception of a contractual arrangement, the Company determines whether the contract contains a lease by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset in exchange for consideration over a period of time. If both criteria are met, the Company records the associated lease liability and corresponding right-of-use ("ROU") asset upon commencement of the lease using the implicit rate or a discount rate based on a credit-adjusted secured borrowing rate commensurate with the term of the lease. The Company additionally evaluates leases at their inception to determine if they are to be accounted for as an operating lease or a finance lease. A lease is accounted for as a finance lease if it meets one of the following five criteria: the lease has a purchase option that is reasonably certain of being exercised, the present value of the future cash flows is substantially all of the fair market value of the underlying asset, the lease term is for a significant portion of the remaining economic life of the underlying asset, the title to the underlying asset transfers at the end of the lease term, or if the underlying asset is of such a specialized nature that it is expected to have no alternative uses to the lessor at the end of the term. Leases that do not meet the finance lease criteria are accounted for as an operating lease. Operating lease assets represent a right to use an underlying asset for the lease term and operating lease liabilities represent an obligation to make lease payments arising from the lease. Operating lease liabilities with a term greater than one year and their corresponding ROU assets are recognized on the balance sheet at the commencement date of the lease based on the present value of lease payments over the expected lease term. Certain adjustments to the ROU asset may be required for items such as initial direct costs paid or incentives received. As the Company’s leases do not typically provide an implicit rate, the Company utilizes the appropriate incremental borrowing rate, determined as the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term and in a similar economic environment. Lease cost is recognized on a straight-line basis over the lease term and variable lease payments are recognized as operating expenses in the period in which the obligation for those payments is incurred. Variable lease payments primarily include common area maintenance, utilities, real estate taxes, insurance, and other operating costs that are passed on from the lessor in proportion to the space leased by the Company. The Company has elected the practical expedient to not separate lease and non-lease components. |
Liability for Early Exercise of Stock Options | Liability for Early Exercise of Stock Options Certain individuals were granted the ability to early exercise their stock options. The shares of common stock issued from the early exercise of unvested stock options are restricted and continue to vest in accordance with the original vesting schedule. The Company has the option to repurchase any unvested shares at the original purchase price upon any voluntary or involuntary termination. The shares purchased by the employees and non-employees pursuant to the early exercise of stock options are not deemed, for accounting purposes, to be outstanding until those shares vest. The cash received in exchange for exercised and unvested shares related to stock options granted is recorded as a liability for the early exercise of stock options on the accompanying balance sheets and will be reclassified as common stock and additional paid-in capital as the shares vest. Unvested shares issued under early exercise provisions subject to repurchase by the Company totaled 148,133 and 253,824 shares as of June 30, 2022 and December 31, 2021, respectively. As of June 30, 2022 and December 31, 2021, the Company recorded $ 0.1 million and $ 0.2 million respectively, associated with shares issued with repurchase rights as other noncurrent liabilities in the accompanying condensed balance sheets. |
Commitments and Contingencies | Commitments and Contingencies The Company recognizes a liability with regard to loss contingencies when it believes it is probable a liability has been incurred, and the amount can be reasonably estimated. If some amount within a range of loss appears at the time to be a better estimate than any other amount within the range, the Company accrues that amount. When no amount within the range is a better estimate than any other amount the Company accrues the minimum amount in the range. In the event the Company becomes subject to claims or suits arising in the ordinary course of business, the Company would accrue a liability for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. The Company has not recorded any such liabilities at either June 30, 2022 or December 31, 2021. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted- average number of shares of common stock outstanding for the period. Diluted net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock and common stock equivalents outstanding for the period. Common stock equivalents are only included when their effect is dilutive. The Company’s potentially dilutive securities include outstanding stock options under the Company’s equity incentive plan and have been excluded from the computation of diluted net loss per share as they would be anti-dilutive to the net loss per share. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss position. The following tables summarize the computation of the basic and diluted net loss per share (in thousands, except share and per share data): Three Months Ended Six Months Ended 2022 2021 2022 2021 Numerator: Net loss $ ( 22,636 ) $ ( 8,552 ) $ ( 46,169 ) $ ( 14,403 ) Denominator: Weighted-average common shares outstanding, basic and diluted 39,742,161 3,741,667 39,672,541 3,708,083 Less: Weighted average unvested common stock ( 148,133 ) ( 756,484 ) ( 148,133 ) ( 829,920 ) Weighted average shares used to compute net loss per share, basic and diluted 39,594,028 2,985,183 39,524,408 2,878,163 Net loss per share, basic and diluted $ ( 0.57 ) $ ( 2.86 ) $ ( 1.17 ) $ ( 5.00 ) The following table sets forth the outstanding potentially dilutive securities that have been excluded in the calculation of diluted net loss per share because their inclusion would be anti-dilutive. As of June 30, 2022 2021 Series A convertible preferred stock — 54,143,753 Series B convertible preferred stock — 35,764,462 Common stock options and restricted stock units 8,820,390 5,131,318 Total 8,820,390 95,039,533 |
Segments | Segments The Company has determined that it operates and manages one operating segment, which is the business of researching and developing vaccines against infectious diseases. The Company’s chief operating decision maker, its chief executive officer, reviews financial information on an aggregate basis for the purpose of allocating resources. All assets of the Company are located in the United States. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted Accounting Standards In December 2019, the FASB issued ASU 2019-12, Income Taxes—Simplifying the Accounting for Income Taxes (“ASU 2019-12”). The new guidance simplifies the accounting for income taxes by removing several exceptions in the current standard and adding guidance to reduce complexity in certain areas, such as requiring that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. The new standard is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022 for all non-public entities, with early adoption permitted, and is effective for fiscal years beginning after December 15, 2020, including interim periods within those annual periods for public entities. The Company adopted ASU 2019-12 on January 1, 2021 and the standard did not have a material impact on its condensed financial statements and related disclosures. Recently Issued Accounting Standards In June 2016, the FASB issued ASU 2016-13, Financial Instruments: Credit Losses (Topic 326) as clarified in ASU 2019-04, ASU 2019-05, and ASU 2020-02 ("ASU 2016-13"). The objective of the standard is to provide information about expected credit losses on financial instruments at each reporting date and to change how other-than-temporary impairments on investment securities are recorded. ASU 2016-13 will become effective beginning January 1, 2023, with early adoption permitted. The Company is currently evaluating the potential impacts of ASU 2016-13 on its financial condition, results of operations, cash flows and financial statement disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Computation of Basic and Diluted Net Loss Per Share | The following tables summarize the computation of the basic and diluted net loss per share (in thousands, except share and per share data): Three Months Ended Six Months Ended 2022 2021 2022 2021 Numerator: Net loss $ ( 22,636 ) $ ( 8,552 ) $ ( 46,169 ) $ ( 14,403 ) Denominator: Weighted-average common shares outstanding, basic and diluted 39,742,161 3,741,667 39,672,541 3,708,083 Less: Weighted average unvested common stock ( 148,133 ) ( 756,484 ) ( 148,133 ) ( 829,920 ) Weighted average shares used to compute net loss per share, basic and diluted 39,594,028 2,985,183 39,524,408 2,878,163 Net loss per share, basic and diluted $ ( 0.57 ) $ ( 2.86 ) $ ( 1.17 ) $ ( 5.00 ) |
Summary of Outstanding Potentially Dilutive Securities Excluded in Calculation of Diluted Net Loss Per Share | The following table sets forth the outstanding potentially dilutive securities that have been excluded in the calculation of diluted net loss per share because their inclusion would be anti-dilutive. As of June 30, 2022 2021 Series A convertible preferred stock — 54,143,753 Series B convertible preferred stock — 35,764,462 Common stock options and restricted stock units 8,820,390 5,131,318 Total 8,820,390 95,039,533 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Investments Measured and Recognized at Fair Value | The following table summarizes, by major security type, the Company's cash, cash equivalents, and investments that are measured at fair value on a recurring basis by level within the fair value hierarchy as of June 30, 2022 (in thousands): June 30, 2022 Fair Value Hierarchy Level Amortized Cost Gross Unrealized Gross Unrealized Fair Market Value Assets: Cash and cash equivalents: Cash Level 1 $ 47,754 $ — $ — $ 47,754 Money market funds Level 1 43,850 — — 43,850 U.S. Treasury securities Level 1 3,748 — ( 1 ) 3,747 Corporate debt securities and commercial paper Level 2 12,995 — ( 1 ) 12,994 Total cash and cash equivalents 108,347 — ( 2 ) 108,345 Investments: U.S. Treasury securities Level 1 71,285 1 ( 216 ) 71,070 Corporate debt securities and commercial paper Level 2 63,447 9 ( 67 ) 63,389 Total investments 134,732 10 ( 283 ) 134,459 Total assets measured at fair value on a recurring basis $ 243,079 $ 10 $ ( 285 ) $ 242,804 |
Schedule of Significant Unobservable Inputs Used in the Fair Value Measurements for the Derivative Liability | The following table summarizes information about the significant unobservable inputs used in the fair value measurements for the derivative liability: March 19, 2021 Probability of financing 100 % Probability of dissolution — Time to liquidity (years) — Discount rate 7.6 % |
Schedule of Reconciliation of the Fair Value of the Derivative Liability Using Level 3 Significant Unobservable Inputs | The following table provides a reconciliation of the fair value of the derivative liability using Level 3 significant unobservable inputs (in thousands): Derivative Liability Fair value at December 31, 2020 $ ( 1,604 ) Change in fair value of embedded derivative liability ( 205 ) Reclassification of derivative liability into convertible preferred stock resulting from conversion of convertible promissory note 1,809 Fair value at June 30, 2021 $ — |
Additional Balance Sheet Info_2
Additional Balance Sheet Information (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Accrued and Other Current Liabilities | Accrued and other current liabilities consist of the following (in thousands): As of As of Taxes payable $ 10 $ — Accrued paid time off 576 342 Accrued bonus 1,451 2,216 Other accrued liabilities 5,144 1,977 Accrued 401k 140 156 ESPP liability 28 66 Total accrued and other current liabilities $ 7,349 $ 4,757 |
Convertible Promissory Note (Ta
Convertible Promissory Note (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Convertible Promissory Note [Abstract] | |
Summary Of Interest Expense Of Convertible Promissory Note | Interest expense incurred in connection with the Convertible Promissory Note consisted of the following (in thousands): Six Months Ended Coupon interest at 6% $ 86 Accretion of discount and amortization of issuance costs 178 Total interest expense on Convertible Promissory Note $ 264 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Classified of ROU assets and lease liabilities and weighted average remaining lease term | Classification of ROU assets and lease liabilities and the weighted-average remaining lease term and discount rate associated with operating leases are as follows ($ in thousands): As of As of ROU assets: ROU assets - operating leases $ 3,227 $ — Lease liabilities: Current portion of operating lease liabilities 1,061 — Noncurrent portion of operating lease liabilities 5,235 — Total lease liabilities $ 6,296 $ — Weighted-average remaining lease term (in years): Operating leases 5.5 — Weighted-average discount rate: Operating leases 8.0 % — |
Schedule of Component of Lease Cost | The components of lease costs are as follows (in thousands): Three Months Ended Six Months Ended 2022 2021 2022 2021 Operating lease costs $ 255 $ — $ 440 $ — Short-term lease costs 228 126 369 140 Total lease costs $ 483 $ 126 $ 809 $ 140 |
Schedule of Maturities of Lease Liabilities | The maturities of lease liabilities and reconciliation to the present value of lease liabilities are as follows (in thousands): As of June 30, 2022 $ — 2023 2,137 2024 2,201 2025 2,267 2026 2,335 Thereafter 2,405 Total undiscounted lease payments 11,345 Less: lease incentives ( 2,672 ) Less: imputed interest ( 2,377 ) Total lease liabilities 6,296 Less: current lease liabilities ( 1,061 ) Lease liabilities, net of current portion $ 5,235 |
Convertible Preferred Stock a_2
Convertible Preferred Stock and Stockholders' Equity (Deficit) (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Convertible Preferred Stock | Convertible preferred stock authorized and issued and its principal terms as of June 30, 2021 consisted of the following ($ amounts in thousands): Shares Shares Issued Shares of Aggregate Carrying Series A-1 49,193,959 49,193,959 11,837,711 $ 47,300 $ 46,916 Series A-2 4,949,794 4,949,794 1,191,082 $ 3,807 $ 4,150 Series B-1 32,958,612 32,958,612 7,930,924 $ 93,000 $ 92,630 Series B-2 2,805,850 2,805,850 675,181 $ 6,730 $ 7,917 Total 89,908,215 89,908,215 21,634,898 $ 150,837 $ 151,613 |
Schedule of common stock reserved for future issuance | Common stock reserved for future issuance consisted of the following: As of June 30, 2022 Common stock options and restricted stock units granted and outstanding 8,820,390 Shares available for issuance under the equity incentive plans 3,195,652 Shares available for issuance under the 2021 Employee Stock Purchase Plan 740,900 Total common stock reserved for issuance 12,756,942 |
Summary of the Status of the Options Issued Under the Plan | A summary of the status of the options issued under the Company’s equity incentive plans as of June 30, 2022, and information with respect to the changes in options outstanding is as follows : Options Weighted Average Exercise Weighted Average Remaining Aggregate Balance at December 31, 2021 6,591,727 $ 8.04 9.26 Granted 1,639,487 15.32 Exercised (including early) ( 297,726 ) 0.97 $ 4,298 Forfeited ( 135,967 ) 13.01 Balance at June 30, 2022 7,797,521 $ 9.76 8.37 $ 6,333 Vested and expected to vest as of 7,797,521 $ 9.76 8.37 $ 6,333 Vested and exercisable at 2,019,466 $ 6.12 6.40 $ 1,945 |
Summary of the RSU under Equity incentive plan | A summary of the status of RSUs issued under the Company’s equity incentive plans as of June 30, 2022, and information with respect to the changes in RSUs outstanding is as follows: Service-based RSUs Performance-based RSUs Units Weighted Average Grant-Date Fair Value Units Weighted Average Grant-Date Fair Value Nonvested at December 31, 2021 388,500 $ 25.96 — $ — Granted 615,419 $ 16.18 60,000 $ 18.74 Vested ( 2,916 ) $ 24.85 ( 12,000 ) $ 18.74 Forfeited ( 26,134 ) $ 14.78 — $ — Nonvested at June 30, 2022 974,869 $ 20.09 48,000 $ 18.74 Expected to vest at June 30, 2022 974,869 $ 20.09 — $ — |
Schedule of Stock-based Compensation Expense for All Equity Awards | Stock-based compensation expense for all equity awards and the ESPP has been reported in the condensed statements of operations and comprehensive loss as follows (in thousands): Three Months Ended Six Months Ended 2022 2021 2022 2021 Research and development $ 2,178 $ 427 $ 3,865 $ 540 General and administrative 3,374 981 6,237 1,144 Total $ 5,552 $ 1,408 $ 10,102 $ 1,684 |
Summary of Assumptions Used in Black-Scholes Model | The assumptions used in the Black-Scholes option pricing model to determine the fair value of the employee and nonemployee stock option grants issued during the six months ended June 30, 2022 and 2021 were as follows: Six Months Ended 2022 2021 Risk-free rate of interest 1.43 %- 3.36 % 0.53 %- 1.23 % Expected term (years) 5.27 - 6.08 years 5.48 - 6.49 years Expected stock price volatility 89.3 % - 118.1 % 86.0 % - 88.4 % Dividend yield 0 % 0 % |
Description of Business - Addit
Description of Business - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | |||
Aug. 02, 2021 | Aug. 31, 2021 | Jul. 31, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | |||||
Accumulated Deficit | $ 140,238 | $ 94,069 | |||
Cash Cash and cash equivalents | 108,345 | $ 279,082 | |||
Cash and cash equivalents restricted cash | $ 243,900 | ||||
Stock split | 1-for-4.1557 | 1-for-4.1557 | |||
Sale of common stock | 39,778,530 | 39,429,103 | |||
IPO [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Proceeds from Issuance Initial Public Offering | $ 190,700 | ||||
Sale of common stock | 12,133,333 | ||||
Offering price per share | $ 15 | ||||
Additional shares purchasable by underwriters | 1,819,999 | ||||
Preferred stock, shares outstanding | 89,908,215 | ||||
Common stock converted | 21,634,898 | 21,634,898 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) $ in Millions | 6 Months Ended | |
Jun. 30, 2022 USD ($) Segment shares | Dec. 31, 2021 USD ($) shares | |
Number of shares subject to repurchase | shares | 148,133 | 253,824 |
Liabilities with shares issued with repurchase rights | $ | $ 0.1 | $ 0.2 |
Number Of Reporting Units | Segment | 1 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Numerator: | ||||||
Net loss | $ (22,636) | $ (23,533) | $ (8,552) | $ (5,851) | $ (46,169) | $ (14,403) |
Denominator: | ||||||
Weighted-average common shares outstanding, basic and diluted | 39,742,161 | 3,741,667 | 39,672,541 | 3,708,083 | ||
Less: Weighted average unvested common stock | (148,133) | (756,484) | (148,133) | (829,920) | ||
Weighted average shares used to compute net loss per share, basic | 39,594,028 | 2,985,183 | 39,524,408 | 2,878,163 | ||
Weighted average shares used to compute net loss per share, diluted | 39,594,028 | 2,985,183 | 39,524,408 | 2,878,163 | ||
Net loss per share, basic | $ (0.57) | $ (2.86) | $ (1.17) | $ (5) | ||
Net loss per share, diluted | $ (0.57) | $ (2.86) | $ (1.17) | $ (5) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Outstanding Potentially Dilutive Securities Excluded in Calculation of Diluted Net Loss Per Share (Details) - shares | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive common equivalent shares | 8,820,390 | 95,039,533 |
Common Stock [Member] | Stock Option [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive common equivalent shares | 8,820,390 | 5,131,318 |
Series A | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive common equivalent shares | 0 | 54,143,753 |
Series B | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive common equivalent shares | 0 | 35,764,462 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Investments Measured and Recognized at Fair Value (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Amortized Cost | $ 243,079 |
Gross Unrealized Gains | 10 |
Gross Unrealized Losses | (285) |
Fair Market Value | 242,804 |
Cash and Cash Equivalents [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Amortized Cost | 108,347 |
Gross Unrealized Gains | 0 |
Gross Unrealized Losses | (2) |
Fair Market Value | 108,345 |
Investment [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Amortized Cost | 134,732 |
Gross Unrealized Gains | 10 |
Gross Unrealized Losses | (283) |
Fair Market Value | 134,459 |
Fair Value, Recurring [Member] | Level 1 | Cash and Cash Equivalents [Member] | Cash [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Amortized Cost | 47,754 |
Gross Unrealized Gains | 0 |
Gross Unrealized Losses | 0 |
Fair Market Value | 47,754 |
Fair Value, Recurring [Member] | Level 1 | Cash and Cash Equivalents [Member] | Money Market Funds [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Amortized Cost | 43,850 |
Gross Unrealized Gains | 0 |
Gross Unrealized Losses | 0 |
Fair Market Value | 43,850 |
Fair Value, Recurring [Member] | Level 1 | Cash and Cash Equivalents [Member] | US Treasury Securities [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Amortized Cost | 3,748 |
Gross Unrealized Gains | 0 |
Gross Unrealized Losses | (1) |
Fair Market Value | 3,747 |
Fair Value, Recurring [Member] | Level 1 | Investment [Member] | US Treasury Securities [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Amortized Cost | 71,285 |
Gross Unrealized Gains | 1 |
Gross Unrealized Losses | (216) |
Fair Market Value | 71,070 |
Fair Value, Recurring [Member] | Level 2 | Cash and Cash Equivalents [Member] | Corporate debt securities and commercial paper | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Amortized Cost | 12,995 |
Gross Unrealized Gains | 0 |
Gross Unrealized Losses | (1) |
Fair Market Value | 12,994 |
Fair Value, Recurring [Member] | Level 2 | Investment [Member] | Corporate debt securities and commercial paper | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Amortized Cost | 63,447 |
Gross Unrealized Gains | 9 |
Gross Unrealized Losses | (67) |
Fair Market Value | $ 63,389 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 19, 2021 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Unrealized Loss on Securities | $ 83,400 | $ 83,400 | |||
Convertible preferred stock, Shares issued upon conversion | 21,634,898 | 21,634,898 | |||
Loss on extinguishment of convertible promissory note | $ 0 | $ 0 | $ 0 | $ (754) | |
Series B-2 Convertible Preferred Stock [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Convertible preferred stock, Shares issued upon conversion | 2,805,850 | ||||
Operating Expense [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Increase in the fair value of the derivative liability | $ 0 | 200 | |||
Operating Expense [Member] | Series B-2 Convertible Preferred Stock [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Loss on extinguishment of convertible promissory note | $ 800 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Significant Unobservable Inputs Used in the Fair Value Measurements for the Derivative Liability (Details) | Mar. 19, 2021 |
Probability of financing | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Derivative liability | 100 |
Probability of dissolution | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Derivative liability | 0 |
Time to liquidity (years) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Derivative liability | 0 |
Discount rate | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Derivative liability | 7.6 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Reconciliation of the Fair Value of the Derivative Liability Using Level 3 Significant Unobservable Inputs (Details) - Level 3 $ in Thousands | 6 Months Ended |
Jun. 30, 2021 USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Beginning balance | $ (1,604) |
Change in fair value of embedded derivative liability | (205) |
Reclassification of derivative liability into convertible stock resulting from conversion of convertible promissory note | 1,809 |
Ending balance | $ 0 |
Grant Agreement - Additional In
Grant Agreement - Additional Information (Details) - BMGF Grant - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Grant Agreement [Line Items] | |||||
Grant received | $ 10,000 | $ 10,000 | |||
Deferred revenue | $ 0 | 0 | $ 600 | ||
Revenue since inception | 10,000 | ||||
Funding received | 0 | $ 0 | 0 | $ 2,700 | |
Revenue from grant | $ 0 | $ 1,900 | $ 600 | $ 3,900 |
Additional Balance Sheet Info_3
Additional Balance Sheet Information - Schedule of Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Balance Sheet Related Disclosures [Abstract] | ||
Taxes payable | $ 10 | $ 0 |
Accrued paid time off | 576 | 342 |
Accrued bonus | 1,451 | 2,216 |
Other accrued liabilities | 5,144 | 1,977 |
Accrued 401K | 140 | 156 |
ESPP Liability | 28 | 66 |
Accrued Liabilities, Current, Total | $ 7,349 | $ 4,757 |
License Agreements - Additional
License Agreements - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Aug. 01, 2018 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||
Common stock, shares issued | 39,778,530 | 39,778,530 | 39,429,103 | |
NIH Agreement | ||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||
Payment of license fee | $ 100,000 | |||
Potential milestone payments | 8,600 | |||
NIH Agreement | Research and Development Expense [Member] | ||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||
Payment of license fee | $ 0 | 0 | ||
U W Two Thousand And Eighteen Agreement | ||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||
Payment of license fee | 300 | 300 | ||
Common stock, shares issued | 192,276 | |||
Potential Payments for Future Development Regulatory and Sales Based Milestones | 1,350 | |||
Total Milestone Payments | 12,200 | |||
Uw Flu License Agreement | ||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||
Aggregate Payments Related To Cumulative Net Sales Thresholds | $ 6,400 | |||
License Agreement Expiry Year | 2041 | |||
Uw Flu License Agreement | Research and Development Expense [Member] | ||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||
Payment of license fee | $ 100 | $ 100 | ||
U T Agreement | ||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||
Potential milestone payments | $ 4,600 |
Convertible Promissory Note - A
Convertible Promissory Note - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Mar. 19, 2021 | Aug. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Debt Conversion [Line Items] | ||||||
Convertible promissory note issued | $ 6,500 | |||||
Accrued interest rate, per annum | 6% | |||||
Promissory note maturity period | 2 years | 2 years | ||||
Derivative Liability, Fair Value, Gross Liability | $ 1,800 | $ 1,800 | ||||
Debt discount interest rate, effective percentage | 23.80% | 23.80% | ||||
Loss on extinguishment of convertible promissory note | $ 0 | $ 0 | $ 0 | $ (754) | ||
Convertible Promissory Note | ||||||
Debt Conversion [Line Items] | ||||||
Debt Conversion, Converted Instrument, Amount | $ 140,000 | |||||
Series A3 Convertible Preferred Stock | Convertible Promissory Note | ||||||
Debt Conversion [Line Items] | ||||||
Share price, percentage | 85% | |||||
Series B-2 Convertible Preferred Stock [Member] | ||||||
Debt Conversion [Line Items] | ||||||
Promissory note and derivative liability conversion into share | 2,805,850 | |||||
Shares issued price per share | $ 2.39846 | |||||
Minimum [Member] | Series B-2 Convertible Preferred Stock [Member] | ||||||
Debt Conversion [Line Items] | ||||||
Proceeds from Convertible Debt | $ 5,000 |
Convertible Promissory Note - S
Convertible Promissory Note - Summary of Interest Expense of Convertible Promissory Note (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2021 USD ($) | |
Convertible Promissory Note [Abstract] | |
Coupon Interest at 6% | $ 86 |
Accretion of discount and amortization of issuance costs | 178 |
Total interest expense on Convertible Promissory Note | $ 264 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Mar. 31, 2020 | |
Lessee, Lease, Description [Line Items] | |||
Lease agreement option to extend | the Company entered into a 12-month lease agreement with renewal options | ||
Lease liability | $ 6,296 | $ 0 | $ 0 |
Right-of-use assets - operating leases | 3,227 | $ 0 | $ 0 |
Lease Agreements [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Lease agreement option to extend | The lease agreement expires in December 2027 and provides for a one-time option to extend for a period of five additional years. | ||
Monthly Base Rent | $ 200 | ||
Allowance for tenant improvements | $ 2,600 | $ 5,300 | |
Monthly base rent yearly increase percentage | 3% | ||
Standby Letters of Credit | Lease Agreements [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Standby letters of credit | $ 1,100 | ||
Second Anniversary [Member] | Lease Agreements [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Standby letters of credit | 700 | ||
First Anniversary [Member] | Lease Agreements [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Standby letters of credit | $ 900 |
Leases - Classified of ROU asse
Leases - Classified of ROU assets and lease liabilities and weighted average remaining lease term (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Mar. 31, 2020 |
Leases [Abstract] | |||
Right-of-use assets - operating leases | $ 3,227 | $ 0 | $ 0 |
Current portion of operating lease liabilities | 1,061 | 0 | |
Noncurrent portion of operating lease liabilities | 5,235 | 0 | |
Total lease liabilities | $ 6,296 | $ 0 | $ 0 |
Weighted-average remaining lease term (in years): Operating leases | 5 years 6 months | ||
Weighted-average discount rate: Operating leases | 8% | 0% |
Leases - Schedule of Component
Leases - Schedule of Component of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Leases [Abstract] | ||||
Operating lease costs | $ 255 | $ 0 | $ 440 | $ 0 |
Short-Term Lease, Cost | 228 | 126 | 369 | 140 |
Total lease costs | $ 483 | $ 126 | $ 809 | $ 140 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Mar. 31, 2020 |
Leases [Abstract] | |||
2022 | $ 0 | ||
2023 | 2,137 | ||
2024 | 2,201 | ||
2025 | 2,267 | ||
2026 | 2,335 | ||
Thereafter | 2,405 | ||
Total undiscounted lease payments | 11,345 | ||
Less: lease incentives | (2,672) | ||
Less: imputed interest | (2,377) | ||
Total lease liabilities | 6,296 | $ 0 | $ 0 |
Less: current lease liabilities | (1,061) | 0 | |
Operating lease liabilities, net of current portion | $ 5,235 | $ 0 |
Convertible Preferred Stock a_3
Convertible Preferred Stock and Stockholders' Equity (Deficit) - Schedule of Convertible Preferred Stock (Details) $ in Thousands | Jun. 30, 2021 USD ($) shares |
Class Of Stock [Line Items] | |
Share Authorized and Outstanding | 89,908,215 |
Shares Issued and Outstanding | 89,908,215 |
Convertible preferred stock, Shares issued upon conversion | 21,634,898 |
Aggregate Liquidation Preference | $ | $ 150,837 |
Carry Value | $ | $ 151,613 |
Series A-1 | |
Class Of Stock [Line Items] | |
Share Authorized and Outstanding | 49,193,959 |
Shares Issued and Outstanding | 49,193,959 |
Convertible preferred stock, Shares issued upon conversion | 11,837,711 |
Aggregate Liquidation Preference | $ | $ 47,300 |
Carry Value | $ | $ 46,916 |
Series A-2 | |
Class Of Stock [Line Items] | |
Share Authorized and Outstanding | 4,949,794 |
Shares Issued and Outstanding | 4,949,794 |
Convertible preferred stock, Shares issued upon conversion | 1,191,082 |
Aggregate Liquidation Preference | $ | $ 3,807 |
Carry Value | $ | $ 4,150 |
Series B-1 | |
Class Of Stock [Line Items] | |
Share Authorized and Outstanding | 32,958,612 |
Shares Issued and Outstanding | 32,958,612 |
Convertible preferred stock, Shares issued upon conversion | 7,930,924 |
Aggregate Liquidation Preference | $ | $ 93,000 |
Carry Value | $ | $ 92,630 |
Series B-2 | |
Class Of Stock [Line Items] | |
Share Authorized and Outstanding | 2,805,850 |
Shares Issued and Outstanding | 2,805,850 |
Convertible preferred stock, Shares issued upon conversion | 675,181 |
Aggregate Liquidation Preference | $ | $ 6,730 |
Carry Value | $ | $ 7,917 |
Convertible Preferred Stock a_4
Convertible Preferred Stock and Stockholders' Equity (Deficit) - Schedule of Common Stock Reserved for Future Issuance (Details) | Jun. 30, 2022 shares |
Class Of Stock [Line Items] | |
Convertible preferred stock | 12,756,942 |
Equity Incentive Plan [Member] | |
Class Of Stock [Line Items] | |
Convertible preferred stock | 3,195,652 |
2021 Employee Stock Purchase Plan [Member] | |
Class Of Stock [Line Items] | |
Convertible preferred stock | 740,900 |
Common Stock Options and Restricted Stock Units [Member] | |
Class Of Stock [Line Items] | |
Convertible preferred stock | 8,820,390 |
Convertible Preferred Stock a_5
Convertible Preferred Stock and Stockholders' Equity (Deficit) - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||
Aug. 02, 2021 | Mar. 19, 2021 | Aug. 31, 2021 | Jul. 31, 2021 | Feb. 28, 2021 | Aug. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Class Of Stock [Line Items] | ||||||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Convertible promissory note | $ 6,500 | |||||||||||
Gross Proceeds from issuance of convertible preferred stock, net of issuance costs | $ 0 | $ 113,634 | ||||||||||
Accumulated deficit | $ (140,238) | (140,238) | $ (94,069) | |||||||||
Convertible promissory note issued | 6,500 | |||||||||||
Allocated Share Based Compensation Expense | $ 5,552 | $ 1,408 | $ 10,102 | 1,684 | ||||||||
Common stock, shares issued | 39,778,530 | 39,778,530 | 39,429,103 | |||||||||
Common Stock Shares Outstanding | 39,630,397 | 39,630,397 | 39,175,279 | |||||||||
Granted | 1,639,487 | |||||||||||
Compensation expense recognition vesting period | 3 years 1 month 17 days | |||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 12,756,942 | 12,756,942 | ||||||||||
Preferred stock, shares authorized | 50,000,000 | |||||||||||
Non-cash, stock-based compensation expense | $ 10,102 | 1,684 | ||||||||||
Reverse stock split | 1-for-4.1557 | 1-for-4.1557 | ||||||||||
2021 Stock Incentive Plan | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Percentage Increase In Common Stock Shares Reserved For Future Issuance | 5% | |||||||||||
Increase In Common Stock Shares Reserved For Future Issuance | 1,971,455 | 1,971,455 | ||||||||||
Common stock, shares issued | 50,000,000 | 50,000,000 | ||||||||||
Stock option granted vesting period | 4 years | |||||||||||
Stock option granted maximum term | 10 years | |||||||||||
Percentage of exercise price to fair market value common stock on grant date | 100% | |||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 4,600,000 | 4,600,000 | ||||||||||
Restricted Stock | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Unrecognised compensation cost | $ 16,500 | $ 16,500 | ||||||||||
Stock Options [Member] | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Cash received for early exercise of unvested options | 100 | $ 100 | ||||||||||
Weighted-average grant date fair value | $ 11.48 | |||||||||||
Options grant date fair value | $ 18,800 | |||||||||||
Compensation expense recognition vesting period | 4 years | |||||||||||
Unrecognised compensation cost | $ 49,400 | $ 49,400 | ||||||||||
Stock Options [Member] | 2021 Stock Incentive Plan | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Percentage of exercise price to fair market value common stock on grant date | 110% | |||||||||||
IPO [Member] | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Proceeds from initial public offering, net of offering costs | $ 190,700 | |||||||||||
Common stock, shares issued | 12,133,333 | |||||||||||
Conversion of Stock, Shares Converted | 21,634,898 | 21,634,898 | ||||||||||
Preferred Stock, Shares Outstanding | 89,908,215 | |||||||||||
2021 Employee Stock Purchase Plan [Member] | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Percentage Increase In Common Stock Shares Reserved For Future Issuance | 1% | |||||||||||
Increase In Common Stock Shares Reserved For Future Issuance | 394,291 | 394,291 | ||||||||||
Allocated Share Based Compensation Expense | $ 100 | $ 0 | $ 200 | $ 0 | ||||||||
Common stock, shares issued | 15,000,000 | 15,000,000 | ||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 400,000 | 400,000 | ||||||||||
Percentage Of Common Stock Outstanding | 1% | |||||||||||
Number of purchased shares by the employee | 53,391 | |||||||||||
Convertible Preferred Stock [Member] | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Number of convertible preferred stock sold during the period | 21,944,874 | |||||||||||
Series A1 Convertible Preferred Stock | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Convertible preferred stock, shares issued | 21,944,874 | |||||||||||
Series B Preferred Stock [Member] | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Gross Proceeds from issuance of convertible preferred stock, net of issuance costs | $ 92,700 | |||||||||||
Preferred stock, shares issued | 35,764,462 | 35,764,462 | ||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||||||||
Series B1 Convertible Preferred Stock | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Proceeds from issuance of convertible preferred stock | $ 350 | |||||||||||
Convertible preferred stock price per share | $ 2.82172 | $ 2.82172 | ||||||||||
Preferred stock, shares issued | 32,958,612 | 32,958,612 | ||||||||||
Series B-2 Convertible Preferred Stock [Member] | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Offering's share price | 85% | |||||||||||
Accrued interest | $ 200 | |||||||||||
Convertible conversation preferred shares | 2,805,850 | |||||||||||
Preferred stock, shares issued | 2,805,850 | 2,805,850 |
Convertible Preferred Stock a_6
Convertible Preferred Stock and Stockholders' Equity (Deficit) - Summary of the Status of the Options Issued Under the Plan (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | ||
Options Outstanding, Balance at December 31, 2021 | 6,591,727 | |
Options Outstanding, Granted | 1,639,487 | |
Options Outstanding, Exercised (including early) | (297,726) | |
Forfeited | (135,967) | |
Options Outstanding, Balance at June 30, 2022 | 7,797,521 | 6,591,727 |
Options Outstanding, Vested and expected to vest as of June 30, 2022 | 7,797,521 | |
Options Outstanding, Vested and exercisable at June 30, 2022 | 2,019,466 | |
Weighted average exercise price per share, Balance at December 31, 2021 | $ 8.04 | |
Weighted average exercise price per share, Granted | 15.32 | |
Weighted average exercise price per share, Exercised (including early) | 0.97 | |
Weighted average exercise price per share, Forfeited | 13.01 | |
Weighted average exercise price per share, Balance at June 30, 2022 | 9.76 | $ 8.04 |
Weighted average exercise price per share, Vested and expected to vest as of June 30, 2022 | 9.76 | |
Weighted average exercise price per share, Vested and exercisable at June 30, 2022 | $ 6.12 | |
Weighted average remaining contractual term (Years) | 8 years 4 months 13 days | 9 years 3 months 3 days |
Weighted average remaining contractual term, Vested and expected to vest as of June 30, 2022 | 8 years 4 months 13 days | |
Weighted average remaining contractual term, Vested and exercisable at June 30, 2022 | 6 years 4 months 24 days | |
Aggregate intrinsic value, Exercised (including early) | $ 4,298 | |
Aggregate intrinsic value, Balance at June 30, 2022 | 6,333 | |
Vested and expected to vest as of June 30, 2022 | 6,333 | |
Aggregate intrinsic value, Vested and exercisable at June 30, 2022 | $ 1,945 |
Convertible Preferred Stock a_7
Convertible Preferred Stock and Stockholders Equity (Deficit) - Summary of RSU Equity incentive plans (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Granted | 1,639,487 | |
Expected to vest at June 30, 2022 | 7,797,521 | |
Weighted average exercise price per share, Vested and exercisable at June 30, 2022 | $ 6.12 | |
Service Based RSU Member | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Nonvested at December 31, 2021 | 974,869 | 388,500 |
Granted | 615,419 | |
Vested | (2,916) | |
Forfeited | (26,134) | |
Nonvested at June 30, 2022 | 974,869 | 388,500 |
Expected to vest at June 30, 2022 | 974,869 | |
Weighted Average Nonvested at December 31, 2021 | $ 20.09 | $ 25.96 |
Weight granted fair value Nonvested Granted | 16.18 | |
Weighted-average grant date fair value, Vested | 24.85 | |
Weighted-average grant date fair value, Forfeited | 14.78 | |
Weighted Average Grant Nonvested at June 30, 2022 | 20.09 | $ 25.96 |
Weighted average exercise price per share, Vested and exercisable at June 30, 2022 | $ 20.09 | |
Performance Based RSUs Member | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Nonvested at December 31, 2021 | 48,000 | |
Granted | 60,000 | |
Vested | (12,000) | |
Nonvested at June 30, 2022 | 48,000 | |
Weighted Average Nonvested at December 31, 2021 | $ 18.74 | |
Weight granted fair value Nonvested Granted | 18.74 | |
Weighted-average grant date fair value, Vested | 18.74 | |
Weighted Average Grant Nonvested at June 30, 2022 | $ 18.74 |
Convertible Preferred Stock a_8
Convertible Preferred Stock and Stockholders' Equity (Deficit) - Schedule of Stock-based Compensation Expense for All Equity Awards (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Class Of Stock [Line Items] | ||||
Research and development | $ 5,552 | $ 1,408 | $ 10,102 | $ 1,684 |
Research and Development Expense [Member] | ||||
Class Of Stock [Line Items] | ||||
Research and development | 2,178 | 427 | 3,865 | 540 |
General and Administrative [Member] | ||||
Class Of Stock [Line Items] | ||||
Research and development | $ 3,374 | $ 981 | $ 6,237 | $ 1,144 |
Convertible Preferred Stock a_9
Convertible Preferred Stock and Stockholders' Equity (Deficit) - Summary of Assumptions Used in Black-Scholes Model (Details) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Class Of Stock [Line Items] | ||
Risk-free rate of interest, Minimum | 1.43% | 0.53% |
Risk-free rate of interest, Mximum | 3.36% | 1.23% |
Expected stock price volatility, Minimum | 89.30% | 86% |
Expected stock price volatility, Maximum | 118.10% | 88.40% |
Dividend yield | 0% | 0% |
Minimum [Member] | ||
Class Of Stock [Line Items] | ||
Expected term (years) | 5 years 3 months 7 days | 5 years 5 months 23 days |
Maximum [Member] | ||
Class Of Stock [Line Items] | ||
Expected term (years) | 6 years 29 days | 6 years 5 months 26 days |
Income Taxes (Additional Inform
Income Taxes (Additional Information) (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Effective Income Tax Rate | 0% | 0% | 0% | 0% |
Difference Between Effective Tax Rate | 0% | 0% | 0% | 0% |
Federal Statutory Rate | 21% | 21% | 21% | 21% |
Employee Savings Plan - Additio
Employee Savings Plan - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Defined Contribution Plan Disclosure [Line Items] | ||||
Employer discretionary contribution amount | $ 0.1 | $ 0 | $ 0.1 | $ 0 |
Maximum [Member] | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Percent of employees gross pay | 90% |
Subsequent Event (Additional In
Subsequent Event (Additional Information) (Details) - Subsequent Event $ in Millions | Aug. 15, 2022 USD ($) |
Subsequent Event [Line Items] | |
Aggregate offering price | $ 150 |
Percent of Agent commission | 0.030 |